MCS SERVICES LIMITED — AGM Information 2012

Oct 25, 2012

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Red Gum Resources Limited ACN 119 641 986

Notice of Annual General Meetin g

Date of Meeting: Thursday, 29 November 2012 Time of Meeting: 11:30am (Sydney time) Place of Meeting: The Sydney Room, 2[nd] Floor, City Tattersalls Club, 194 – 204 Pitt Street, Sydney NSW 2000

Red Gum Resources Limited ACN 119 641 986

Contents

PROXY FORM

PART A: LETTER TO SHAREHOLDERS PART B: NOTICE OF ANNUAL GENERAL MEETING PART C: EXPLANATORY MEMORANDUM

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Red Gum Resources Limited ACN 119 641 986

Part A: Letter to Shareholders

15 October 2012

Dear Shareholders,

As Chairman of the Board of Directors I warmly invite each of you to attend Red Gum’s Annual General Meeting to be held on 29 November 2012. Details are contained in the accompanying Notice and Explanatory Memorandum which also provides the agenda and background for each of the three ordinary resolutions and one special resolution to be put to shareholders at that Meeting. Of course this will be our first AGM since listing on the Australian Stock Exchange earlier this year and, as outlined separately in my Chairman’s Statement contained within the Annual Report, released on 28 September 2012, we have “hit the ground running”.

Whilst I do not wish to repeat the contents of that Statement herein, it is worthwhile to reiterate some of the key points for those of you who may not have read it.

Our first drilling campaign has resulted in a new mineralisation discovery at La Negra in Chile. The drilling encountered polymetallic mineralised intervals of concentrations and at depths that could, subject to the outcome of additional drilling, host a commercially viable open pit operation.

Field studies, including geochemical studies recently completed, continue to provide very encouraging news from our Cerro Huancash project in Peru. Our project is located immediately adjacent to where Southern Peaks Mining has focused on an extensive drilling campaign, which to date has reported large, high grade copper-zinc-gold and silver exploration targets and resources on the “Ariana Corridor” which appears to extend and traverse our project area.

Red Gum has recently signed several confidentiality agreements with various third parties interested in considering possible participation in a number of our projects. The Company opened a small operational office in Combarbala Chile and will continue to focus on quality exploration and/or development opportunities in Latin America where interest remains high for copper, gold and polymetallic resources. Through an on-going assessment process, Red Gum is close to signing heads of agreements for options over tracts of exploration acreage which we believe could host large copper related targets - for which Chile is renowned. Our Managing Director, Dr Paul Pearson, who has had more than 15 years direct experience as an economic geologist and mining executive in Latin America, will present details of these and other highlights following the close of the formalities of the AGM.

Your Board is firmly of the view that notwithstanding the disappointing levels of our share price the Company has a robust business model for which it has already achieved drilling success. Through strategic alliances and exploration of our existing portfolio, together with future acquisitions of quality exploration and development opportunities, we believe Red Gum remains focused and on track to recapture the Company’s intrinsic value potential in the near to medium term.

To reiterate, I invite all shareholders to read the material and if possible attend the AGM. Alternatively, if you are unable to attend on behalf of the Board I invite you to complete the relevant voting and/or proxy form and return it prior to the meeting.

Thank you for your support.

Yours faithfully

Dr. Raymond Shaw Chairman Red Gum Resources Limited

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Red Gum Resources Limited ACN 119 641 986

Part B: Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of the Members of Red Gum Resources Limited (the “ Company ”) will be held at City Tattersalls Club, The Sydney Room, Level 2, 194-204 Pitt Street, Sydney NSW on Thursday, 29 November 2012 at 11:30am.

If you are unable to attend the meeting, we encourage you to complete and return the enclosed Proxy Form. The completed Proxy Form must be received at the Company’s share registry or the registered office of the Company, before 11.30am on 27 November 2012. The details of the Company’s share registry and registered office are set out in the attached proxy form.

The enclosed Explanatory Memorandum accompanies and forms part of this Notice of Meeting. Members are advised to read these documents in full as important background information is included. Where permitted by the Corporations Act, the Chairman will be casting undirected proxy votes held by him in favour of the Resolutions.

BUSINESS

1. Chairman's presentation

2. Presentation of audited financial statements for the year ended 30 June 2012.

3. Proposed Ordinary Resolutions:

4. i Consideration of Remuneration Report

5. ii. Election of Director, Dr Raymond D Shaw (Non executive Chairman)

6. iii. Approval of share issue to Mr. David O'Connor for work done

Proposed Special Resolution

• iv. Approval of additional capacity to issue securities

• Managing Director's address on significant events during the financial year.

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Red Gum Resources Pty Ltd ACN 119 641 986

AGENDA

Financial Reports

To receive and consider the Company’s Audited Financial Statements for the financial year ended 30 June 2012 which accompany this Notice of Meeting, or were made available in accordance with the Member's chosen method . The Statements are placed before the Members for discussion. No voting is required for this item.

Proposed Resolutions

Adoption of Remuneration Report

Resolution 1

To consider and if thought fit, to pass the following resolution as an ordinary resolution:

“That for the purposes of section 250R(2) of the Corporations Act, the Remuneration Report (which forms part of the Directors' Report for the year ended 30 June 2012) be adopted.”

Note: Although section 250R(3) of the Corporations Act provides that the vote on this Resolution is advisory only and does not bind the Directors, there are potentially serious consequences associated with a "No" vote greater than 25%. Please see the Explanatory Memorandum for details.

Voting Exclusion Statement for Resolution 1

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:

A vote on persons:	Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following	Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following
(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 cast a vote on Resolution 1 if:
(a)	both	the following apply:
	(i)	the person does so as a proxy appointed by writing that specified how the
		proxy is to vote on Resolution 1; and
	(ii)	the vote is not cast on behalf of one of the people described in subparagraphs
		(a) or (b) above.
(b)	all of	the following apply:
	(i)	the person is the Chair of the Meeting; and
	(ii)	the Chair does so as a proxy appointed by means of the proxy form
		circulated with this Notice of Meeting that does not specify how the proxy is to
		vote on Resolution 1; and
	(iii)	the vote is not cast on behalf of a person described in paragraphs (a) or (b)
		above; and
	(iv)	the proxy expressly authorises the Chair to exercise the proxy even if the
		resolution is connected directly or indirectly with the remuneration of a
		member of the key management personnel for the Company

Election of Dr. Raymond Douglas Shaw as a Director of the Company

Resolution 2

To consider and if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 14.4, clause 38 of the Constitution of the Company and for all other purposes, Dr. Raymond Douglas Shaw, retires, and being eligible, is re-elected as a Director."

Ratification of prior issue of shares to Mr. David O'Connor or his Nominee

Resolution 3

To consider and if thought fit, to pass the following resolution as an ordinary resolution:

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Red Gum Resources Pty Ltd ACN 119 641 986

“That for the purposes of ASX Listing Rule 7.4, and for all other purposes, Members ratify the allotment and issue of 250,000 fully paid ordinary shares to Mr. David O'Connor, or his nominee for the purpose set out in the Explanatory Memorandum.”

Voting Exclusion Statement for Resolution 3

In accordance with ASX Listing Rule 14.11.1, the Company will disregard any votes cast on Resolution 3 by:

• Mr. David O'Connor; and

• any associate of Mr. David O'Connor.

However, the Company need not disregard a vote if it is cast by:

• the person described above does so as a proxy appointed by writing that specified how the proxy is to vote on the proposed resolution; and

• the person chairing the meeting as a 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 to increase the securities placement capacity of the Company

Resolution 4

To consider and if thought fit, to pass the following resolution as a special resolution:

“That for the purposes of ASX Listing Rule 7.1A, and for all other purposes, Members approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion Statement for Resolution 4

In accordance with ASX Listing Rule 7.3A.7, the Company will disregard any votes cast on Resolution 4 by:

• a person who may participate in the issue of securities;

• a person who might obtain a benefit, except a benefit solely in the capacity of a holder of shares, if this Resolution is passed; and

• any associate of that person.

However, the Company need not disregard a vote if it is cast by:

• the person described above does so as a proxy appointed by writing that specified how the proxy is to vote on the proposed resolution; and

• the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

General business

Managing Director’s Report on current activities

By order of the board

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Malcolm Lucas-Smith Company Secretary 15th October 2012

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Red Gum Resources Pty Ltd ACN 119 641 986

NOTES:

1. Further details of the Resolutions in this Notice of Meeting are contained in the Explanatory Memorandum accompanying this Notice of Meeting. The Explanatory Memorandum should be read together with, and forms part of, this Notice of Meeting.

2. Shareholders unable to attend the Meeting can complete the Proxy Form contained in this Notice of Meeting. The form must be received by the Company at the address or the facsimile number indicated on the Proxy Form no later than 27 November 2012 at 11:30am.

3. In accordance with the Corporations Act, a person’s entitlement to vote at the Annual General Meeting will be determined by reference to the number of fully paid ordinary shares registered in the name of that person (reflected in the register of members) as at 7.00pm on 27 November 2012. Members that do not hold shares at this time will be ineligible to vote at the meeting.

4. Shareholders unable to attend the Meeting are urged to complete the attached Proxy Form and return it to the Company in accordance with Note 2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy. A proxy need not be a member of the Company. A shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, then in accordance with section 249X(3) of the Corporations Act 2001, each proxy may exercise half of the votes. Proxies must be lodged at the registered office of the Company or the Company’s share registry, no later than forty-eight hours before the meeting or adjourned meeting. A form of proxy together with a return addressed envelope is provided with this notice.

5. Members will be provided with a reasonable opportunity to ask questions about or make comments on the management of the Company including the opportunity to ask questions of the Company’s auditor. Members are invited to submit any questions to the Company no later than 5 business days before the meeting.

VOTING IN PERSON

Shareholders who plan to attend the Meeting are asked to arrive at the venue 30 minutes prior to the time designated for the Meeting, if possible, so that we may check the shareholding against the Share Register and note attendances.

In order to vote in person at the Meeting, a corporation that is a shareholder or a proxy may appoint an individual to act as its representative. The appointment must comply with the requirements of Section 250D of the Corporations Act. The representative should bring to the Meeting evidence of their appointment, including any authority under which it is signed.

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Red Gum Resources Pty Ltd ACN 119 641 986

Part C: Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of Members in connection with the business to be conducted at a meeting of the Company to be held at City Tattersalls Club, The Sydney Room, Level 2, 194-204 Pitt Street, Sydney NSW on Thursday 29 November 2012, commencing at 11:30am (Sydney time).

A copy of the Notice of Meeting (including this Explanatory Memorandum) was lodged with ASX on 28 October 2012. The ASX does not take responsibility for the content of the Notice of Meeting (including this Explanatory Memorandum).

This Explanatory Memorandum forms part of the Notice of Meeting and must be read together with that Notice. The purpose of this Explanatory Memorandum is to provide Members with an explanation of the business of the Meeting and of the Resolutions to be proposed and considered at the Meeting and to assist Members in determining how they wish to vote on each of the Resolutions.

As far as legally possible the Directors intend to support each of the Resolutions.

Presentation of Audited Financial Statements

The Audited Financial Statements are incorporated within the Company's Annual Report for the financial year 2011 / 12 which has been sent to Members with this Notice of Meeting. In the case of Members who have not opted to receive printed reports, the Annual Report is available on the Company’s Web Site: www.redgumresources.com and / or from the ASX Company Announcements Web Site.

The Audited Financial Statements will be presented to the meeting for review and discussion and the Company's auditor will be present to answer questions.

Consideration of the Audited Financial Statements does not require a resolution.

Resolution 1 - Adoption of the Remuneration Report - as an ordinary resolution

The Annual Report for the year ended 30 June 2012 contains a Remuneration Report (refer pages 18 to 21 of the Annual Report) which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for Directors and Executives.

The Corporations Act (under section 250R(2)) requires the agenda for an annual general meeting to include a resolution for the adoption of the Remuneration Report. The vote on the resolution is advisory only and is not binding on the Directors or the Company. Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, Members will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors (other than the Managing Director) must go up for re-election.

The Remuneration Report is also available on the Company’s website at www.redgumresources.com.

The Remuneration Report:

• (a) describes the policy behind, and the structure of, the remuneration arrangements of the

• Company and the link between the remuneration of employees and the Company’s performance;

• (b) sets out the remuneration arrangements in place for each Director and for certain members of the senior management team; and

• (c) explains the differences between the basis for remunerating Non-Executive Directors and executives of the Company.

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

The Directors of the Company unanimously recommend to all Members that they vote in favour of this Resolution.

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Red Gum Resources Pty Ltd ACN 119 641 986

Resolution 2 - Election of Dr Raymond Douglas Shaw as a Director of the Company - as an ordinary resolution

Clause 38 of the Constitution of the Company together with ASX Listing Rule 14.4 require that a Director (excluding the Managing Director) must not hold office without re-election past the third AGM following the Director’s appointment or 3 years, whichever is longer and ASX Listing Rule 14.5 requires that an election of Directors must be held each year.

The Company listed on the ASX on 17 January 2012 following a successful IPO and the directors in office at that time were Dr. R D Shaw, Mr. T J Marshall and Mr. N J Zillman with the Managing Director, Dr. P J Pearson appointed immediately following the IPO. Mr. Zillman has since resigned.

Dr. Shaw, being eligible, offers himself for election as a Director of the Company. Details of his qualifications and experience are set out below:

Dr Raymond Shaw – Non-Executive Chairman (appointed on 11 May 2006)

Dr Raymond Shaw is a geologist and geophysicist with more than 30 years’ experience in the resources and energy sector including the oil, gas and coal industries.

He commenced his professional career as a petroleum explorationist with Shell Development Australia in Perth, prior to working for various consulting groups including the Swiss based international consulting firm Petroconsultants SA, as resident director based in Singapore and responsible for its Far East operations.

He has consulted extensively to industry, government, and international aid agencies on a variety of resource projects throughout Australia and Asia, including the World Bank, Asia Development Bank and Ausaid. He was a part time consultant with the New South Wales Department of Mineral Resources for 7 years providing input for industry initiatives during the late 1990's and early 2000’s. Dr Shaw was founding Managing Director of Great Artesian Oil and Gas Limited prior to its listing on the ASX in 2003 until April 2007.

In May 2007 he became Executive Chairman of ASX listed Enterprise Energy Limited. In 2008 Ray Shaw oversaw the merger and backdoor listing of some $250 million of coal assets into Enterprise Energy as part of a restructuring and change in business to form Bandanna Energy Limited (ASX: BND), of which was Managing Director until March 2012. He has also served as a director of the Wiggins Island Coal Export Terminal Stage 1 development at Gladstone Harbour. He is also a director and Chairman of ASX listed Earth Heat Resources Limited (ASX: EHR).

Ray Shaw holds a B.Sc (Hon) and Ph.D from the University of Sydney and is a member of the AusIMM

The Chairman of the Meeting will be casting undirected proxies in favour of this Resolution. All Directors of the Company will be voting in favour of this Resolution and unanimously recommend that all Members vote in favour of this Resolution.

Resolution 3 - Ratification of prior issue of shares to David O'Connor or his nominee as an ordinary resolution

Resolution 3 seeks approval for the prior issue of 250,000 fully paid ordinary shares on 29 June 2012 to Mr. David O'Connor as payment in full (at a deemed value of 5.5 cents per share in lieu of cash) for work done by him to the value of $13,750 as a consultant to the Company regarding negotiations with various interested parties in respect to the Company's projects. Mr. O'Connor is an independent consultant and is not related to, or an associate of the Company.

Under ASX Listing Rule 7.4, shareholders may subsequently approve the issue of securities made within the limitation prescribed by Listing Rule 7.1. This Resolution seeks approval of the issue to Mr O'Connor for the purposes of Listing Rules 7.1 and 7.4.

The effect of shareholder approval being obtained under Listing 7.4 is that shares issued without approval under Listing Rule 7.1 are treated as having been made with approval for the purposes of Listing Rule 7.1.

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Red Gum Resources Pty Ltd ACN 119 641 986

The Chairman of the Meeting will be casting undirected proxies in favour of this Resolution. All Directors of the Company will be voting in favour of this Resolution and unanimously recommend that all Members vote in favour of this Resolution.

Resolution 4 - Approval of additional capacity to issue securities - as a special resolution

Effective 1 August 2012 the ASX introduced Listing Rule 7.1A to provide eligible mid to small cap listed entities with the ability to seek Member approval to issue equity securities equivalent to an additional 10% (the Additional Capacity) of the number of ordinary securities on issue by way of placements over a 12 month period. Approval for the Additional Capacity may only be sought from Members at the AGM and will be valid for 12 months from the date of the AGM. Consequently, any securities issued pursuant to this approval must be issued by no later than 29 November 2013, or the date of approval by Shareholders of a transaction under Listing Rule 11.1.2 or Listing Rule 11.2, whichever occurs first.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Additional Capacity of 10% is in addition to the placement capacity under Listing Rule 7.1 which permits companies to issue up to 15% of their issued capital without prior Member approval. At the date of this Notice the Company has on issue 74,978,727 shares and therefore has the capacity to issue:

• i. 11,246,809 equity securities under Listing Rule 7.1; and

• ii. subject to Member approval being sought under Resolution 4, 7,497,873 equity securities under Listing Rule 7.1A.

The actual number of equity securities that the Company will have the capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the equity securities in accordance with the formula prescribed in Listing Rule 7.1A.2. Listing Rules 7.1 and 7.1A including the prescribed formula may be viewed on the ASX web site at www.asx.com.au.

The Company is now seeking Member approval by way of a special resolution to have the ability to issue equity securities under the 10% Additional capacity.

The Chairman of the Meeting will be casting undirected proxies in favour of this Resolution. All Directors of the Company will be voting in favour of this Resolution and unanimously recommend that all Members vote in favour of this Resolution.

Additional information required pursuant to Listing Rule 7.3A

Minimum Issue Price:

Listing Rule 7.1A states that securities issued under that rule must not be issued at a price that is less than 75% of the volume weighted average price (VWAP) of the securities calculated over the 15 trading days on which trades were recorded in those securities immediately before:

• the date on which the issue price of the securities is agreed; or

• the issue date (if the securities are not issued within five trading days of the date on which the issue is agreed).

As it is not known at this time if any additional capacity securities will be issued during the 12 month period, or when they may be issued, it is not presently possible to definitively state the minimum issue price except to confirm that the issue price will be calculated in accordance with the above formula.

The risk of economic and voting dilution of existing security holders:

The Company has only one class of quoted securities being fully paid ordinary shares. There is the risk that the market price for equity securities in that class may be significantly lower on the issue date than on the date of the approval under Listing Rule 7.1A. In addition the equity securities may be issued at a price that is at a discount to the market price for those equity securities on the issue date. The following table provides several examples of the potential dilution of existing ordinary security holders based upon different assumed issue prices. In each example:

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Red Gum Resources Pty Ltd ACN 119 641 986

• the table only shows the dilution effect as a result of an Additional Capacity placement and does not show the effect of a 15% placement under Listing Rule 7.1;

• the assumed issue price is based on a price that is 75% of an estimated future VWAP as described under Minimum Issue Price above;

• the base issued capital is calculated in accordance with Listing Rule 7.1A;

• the maximum Additional Capacity issue of 10% is made with no free attaching options;

• no existing shareholder participates in the issues;

• the dilution factor is on the basis that existing Members hold 100% voting power prior to the 10% Additional Capacity issue and following that issue the existing Members hold 90.9% of the new voting power; and

• Resolution 3 has been approved.

Base Issued Capital (existing holders)	Assumed Issue Price $	Placement Shares	Funds Raised $	Issued Capital Post Placement	Dilution Factor for Existing Holders
74,978,727	0.03	7,497,872	224,936	82,476,599	9.1%
112,468,090*	0.02	11,246,809	224,936	123,714,899	9.1%
149,957,454 **	0.015	14,995,745	224,936	164,953,199	9.1%

Notes:

• The issued capital has increased by 50% during the period and the VWAP has decreased by one third.

** By way of further example and as required by Listing Rule 7.1A, this calculation assumes that during the period the shareholders have approved a new transaction that effectively doubled the number of issued ordinary shares, that the VWAP was 50% of the original VWAP and that no existing shareholder participated in that new transaction.

Date of Issue

Any securities issued under this resolution will be issued no later than 12 months from the date of the AGM, or the date of approval by the Shareholders of a transaction under Listing Rule 11.1.2 or Listing Rule 11.2, whichever occurs first. The approval will cease to be valid in the event that the holders of the Company's ordinary shares approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

Purpose for which the equity securities may be issued

The Company has no particular purpose in mind at this time and merely wishes to be prepared for any eventuality. It is most likely that if an issue is made it will be for the purpose of furthering the development of the Company's assets and / or for general working capital. If a suitable opportunity arises, equity securities may be issued for other than cash to acquire or assist acquire a new asset from non related parties, commensurate with the Company's activities. Also equity securities may be issued in lieu of a cash payment for work done by non related parties as a method of preserving available cash in the Company.

Allocation Policy

The Company's allocation policy will depend upon the prevailing market conditions at the time of any proposed Additional Capacity issue. The identity of the allottees of Additional Capacity securities will be determined on a case-by-case basis having regard to the various factors including the following:

1. Securities will only be issued to sophisticated investors which may or may not include existing substantial shareholders and / or new shareholders who are not related parties or associates of a related party of the Company.

2. Securities will only be issued for purposes commensurate with the activities of the Company at the sole discretion of the Directors.

3. Any discount offered to investors will be the minimum possible in the circumstances.

4. Any free attaching options offered with the ordinary securities will not exceed the ratio of 1 option for every 2 shares, will have an exercise price at least 4 times the issue price of the shares and a term of at least 36 months with no vesting period.

5. The methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate.

6. The effect of the issue on the control of the Company.

Previous approval under Listing Rule 7.1A

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Red Gum Resources Pty Ltd ACN 119 641 986

The Company has not previously obtained an approval under Listing Rule 7.1A.

Issues of equity securities by the Company during the 12 months preceding the date of the AGM

On 6 December 2011 the Company allotted 20,017,818 new fully paid ordinary shares at 20 cents per share pursuant to its IPO and official quotation commenced on 17 January 2012.

Since that time the only issue of equity securities has been to Mr. D O'Connor for work done in lieu of cash payment and that issue is the subject of Resolution 3 above.

Voting Exclusion Statement

The voting exclusion statement for this Resolution is included in the Notice of Meeting.

At the date of the Notice of Meeting the Company has not approached any particular existing Member (or any other person) to participate in the issue of the equity securities. Therefore no existing Member's votes will be excluded under the voting exclusion in the Notice of Meeting.

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Lodge your vote:

Red Gum Resources Limited ABN 66 119 641 986

By Mail:

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For all enquiries call:

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• Proxy Form  For your vote to be effective it must be received by 11:30 am (Sydney time) Tuesday 27 November 2012

• How to Vote on Items of Business Signing Instructions All your securities will be voted in accordance with your directions. Individual: Where the holding is in one name, the securityholder must sign.

• Appointment of Proxy Joint Holding: Where the holding is in more than one name, all of Voting 100% of your holding: Direct your proxy how to vote by the securityholders should sign. marking one of the boxes opposite each item of business. If you do Power of Attorney: If you have not already lodged the Power of not mark a box your proxy may vote as they choose. If you mark Attorney with the registry, please attach a certified photocopy of the more than one box on an item your vote will be invalid on that item. Power of Attorney to this form when you return it. Companies: Where the company has a Sole Director who is also the

• Voting a portion of your holding: Indicate a portion of your Sole Company Secretary, this form must be signed by that person. If voting rights by inserting the percentage or number of securities the company (pursuant to section 204A of the Corporations Act you wish to vote in the For, Against or Abstain box or boxes. The 2001) does not have a Company Secretary, a Sole Director can also sum of the votes cast must not exceed your voting entitlement or sign alone. Otherwise this form must be signed by a Director jointly 100%. with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as

• Appointing a second proxy: You are entitled to appoint up to two applicable. 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 Attending the Meeting Bring this form to assist registration. If a representative of a corporate

Proxy Form

How to Vote on Items of Business

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

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

Appointment of Proxy

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 (pursuant to section 204A of the Corporations Act 2001) 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.

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.

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".

A proxy need not be a securityholder of the Company.

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

916CR_0_Sample_Proxy/000001/000001/i

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

Proxy Form

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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. I 9999999999

I ND

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Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Red Gum Resources Limited hereby appoint

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

the Chairman  PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the of the Meeting 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, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Red Gum Resources Limited to be held at The Sydney Room, 2nd Floor, City Tattersalls Club, 194 - 204 Pitt Street, Sydney NSW on Thursday 29 November 2012 and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 1 (except where I/we have indicated a different voting intention below) even though Item 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from

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the remuneration of a member of key management personnel, which includes the Chairman.
Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from
voting on Item 1 by marking the appropriate box in step 2 below.
STEP 2 Items of Business  PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your
behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
ORDINARY BUSINESS
1 Adoption of Remuneration Report
2 Election of Dr. Raymond Douglas Shaw as a Director of the Company
3 Ratification of prior issue of shares to Mr. David O'Connor or his Nominee
SPECIAL BUSINESS
4 Approval to increase the securities placement capacity of the Company
For Against Abstain
SAMPLE
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The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

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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
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R G X

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