TIMPETRA RESOURCES LIMITED ABN 74 143 928 625

INCENTIVE OPTION SCHEME

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The Directors are empowered to operate the Timpetra Resources Limited Incentive Option Scheme (Scheme) on the following terms and in accordance with the Listing Rules of ASX :

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

For the purposes of the Scheme, the following words have the following meanings:

Associate has the meaning given to that term in Section 12(2) of the Corporations Act .

Associated Body Corporate means :

(a) a related body corporate (as defined in the Corporations Act) of the Company;
(b) a body corporate which has an entitlement to not less than 20% of the voting Shares of the Company; and
(c) body corporate in which the Company has an entitlement to not less than 20% of the voting shares.

ASX means ASX Limited.

Board means the board of directors of the Company.

Business Day means those days other than a Saturday, Sunday, New Year’s Day, Australia Day, Good Friday, Easter Monday, Anzac Day, Christmas Day, Boxing Day and any other day which the ASX shall declare and publish is not a business day.

Ceasing Date has the meaning given in Rule 7.5.

Ceasing Event has the meaning given in Rule 7.6.

Company means Timpetra Resources Limited (ACN 143 928 625).

Corporations Act means the Corporations Act 2001 (Cth), as amended from time to time.

Directors means the directors of the Company.

Eligible Participant means full or part time employees, directors, consultants and contractors of the Company or an Associated Body Corporate.

Exercise Condition means in respect of an Option, any vesting condition and any condition set out in the Offer which must be satisfied before that Option can be exercised or any other restriction on exercise of that Option specified in the Offer or in these Rules.

First Quotation means the day on which Shares are first quoted on the official list of ASX.

Group means the Company or an Associated Body Corporate.

Income Tax Assessment Act means the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997 (Cth) as appropriate.

Lapsing Date means, in respect of an Option, the date which is two (2) years after the date of the grant of that Option, or such other date as the Board determines in its discretion with respect to that Option at the time of the grant of that Option.

Listing Rules means the official listing rules of ASX as amended from time to time.

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Offer means an offer made to an Eligible Participant to subscribe for one or more Options under the Scheme.

Offer Document means an offer document in substantially the same form as set out in Schedule 2, or such other form as prescribed by the Corporations Act or as determined by the Board.

Option means an option granted pursuant to these Rules to subscribe for one Share upon and subject to the terms of these Rules and the terms of the Offer.

Option Exercise Price means the exercise price of an Option, as determined in accordance with Rule 6.1.

Marketable Parcel has the meaning given to that term in the Listing Rules.

Participant means an Eligible Participant to whom Options have been granted under the Scheme, or if Rule 5.4 applies, an Associate of the Eligible Participant to whom Options have been granted under the Scheme.

Permanently Disabled means, in relation to a Participant, a Participant who is deemed, at the discretion of the Board, to be totally and permanently disabled.

Relevant Person means:

(a) in respect of an Eligible Participant, that person; and
(b) in respect of a Nominee of an Eligible Participant being a permitted Nominee under Rule 5.4, that Eligible Participant.

Rules means the rules of the Scheme set out in this document.

Scheme means the scheme established in accordance with these Rules.

Share means a fully paid ordinary share in the Company.

Shareholder means a holder of Shares.

Trigger Event means:

(a) the despatch of a notice of meeting to consider a scheme of arrangement between the Company and its creditors or members or any class thereof pursuant to section 411 of the Corporations Act;
(b) the announcement of a takeover bid or receipt by the Company of a bidder's statement in respect of the Company; or
(c) the date upon which a person or a group of associated persons becomes entitled, subsequent to the date of grant of the Option, to sufficient Shares to give it or them the ability, in general meeting, to replace all or allow a majority of the Board in circumstances where such ability was not already held by a person associated with such person or group of associated persons.

Vesting Conditions means any conditions described as such in the Offer Document that must be satisfied before an Option vests.

Vesting Date means the date on which an Option vests following satisfaction of any applicable Vesting Condition.

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1.2 Interpretation

In this Scheme unless the context otherwise requires:

(a) headings are for convenience only and do not affect its interpretation;
(b) an obligation or liability assumed by, or a right conferred on, 2 or more Parties binds or benefits all of them jointly and each of them severally;
(c) the expression person includes an individual, the estate of an individual, a corporation, an authority, an association or joint venture (whether incorporated or unincorporated), a partnership and a trust;
(d) a reference to any party includes that party's executors, administrators, successors and permitted assigns, including any person taking by way of novation;
(e) a reference to any document (including this Scheme) is to that document as varied, novated, ratified or replaced from time to time;
(f) a reference to any statute or to any statutory provision includes any statutory modification or re-enactment of it or any statutory provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it;
(g) words importing the singular include the plural (and vice versa) and words indicating a gender include every other gender;
(h) reference to parties, clauses, schedules, exhibits or annexures are references to parties, clauses, schedules, exhibits and annexures to or of this Scheme and a reference to this Scheme includes any schedule, exhibit or annexure to this Scheme;
(i) where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; and
(j) a reference to $ or dollar is to Australian currency.

2 PURPOSE

The purpose of the Scheme is to:

(a) encourage participation by Eligible Participants in the Company through Share ownership; and
(b) attract, motivate and retain Eligible Participants.

3 COMMENCEMENT

This Scheme will commence on the date determined by the Board.

4 OPTION GRANTS

4.1 Entitlements

The formula by which the entitlements of Eligible Participants shall be determined shall be at the absolute discretion of the Directors and shall take into account skills, experience, length of

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service with the Company, remuneration level and such other criteria as the Directors consider appropriate in the circumstances.

4.2 Number of Options

The number of Options (if any) to be offered to an Eligible Participant from time to time will be determined by the Board in its discretion and in accordance with the Rules and applicable law.

4.3 No Consideration

Options issued under the Scheme will be issued for no consideration.

5 OFFERS OF OPTIONS

5.1 Determination by the Board

The Board, acting in its absolute discretion, may:

(a) offer Options to any Eligible Participant from time to time as determined by the Board and in exercising that discretion, may have regard to some or all of the following:
(i) the Eligible Participant's length of service with the Group;
(ii) the contribution made by the Eligible Participant to the Group;
(iii) the potential contribution of the Eligible Participant to the Group; or
(iv) any other matter the Board considers relevant; and
(b) impose conditions, including performance-related conditions, on the right of a Participant to exercise any Option granted.

5.2 Offer Document

An Offer must be made using an Offer Document.

5.3 Personal Offer

Subject to Rule 5.4, an Offer is personal and is not assignable.

5.4 Renunciation

Upon receipt of an Offer, an Eligible Participant may, by notice in writing to the Board, nominate an Associate of that Eligible Participant (Nominee) in whose favour the Eligible Participant wishes to renounce the Offer. The Board may, in its discretion, resolve not to allow a renunciation of an Offer in favour of a Nominee without giving any reason for that decision. If the Board resolves to allow a renunciation of an Offer in favour of a Nominee, the Eligible Participant will procure that the permitted Nominee accepts the Offer made to that Eligible Participant and that both the Eligible Participant and the Nominee agree to be bound by the Rules.

5.5 Time Period

An Eligible Participant (or permitted Nominee) may only accept an Offer within the time period specified in the Offer Document.

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6 EXERCISE PRICE

6.1 Option exercise price

In respect of any proposed Offer, the Board may determine the Option Exercise Price for that Offer in its absolute discretion.

6.2 Minimum Exercise Price

Subject to the Listing Rules, the Option Exercise Price may be nil but to the extent the Listing Rules specify or require a minimum price, the Option Exercise Price in respect of an Offer made following First Quotation must not be less than any minimum price specified in the Listing Rules.

7 WHEN OPTIONS MAY BE EXERCISED

7.1A Vesting of Options

Options held by a Participant will vest upon satisfaction of any applicable Vesting Conditions in respect of such Options, unless otherwise determined by the Board.

7.1 Exercise

(a) Subject to Rules 7.4 and 7.5, a Participant will be entitled to exercise Options granted as a result of an Offer in respect of which all Exercise Conditions have been satisfied and which are otherwise capable of exercise in accordance with the terms of the relevant Offer and the Rules.
(b) Once an Option is capable of exercise in accordance with this Rule 7.1, it may be exercised at any time up until 5.00pm in Sydney on the Lapsing Date.

7.2 One or Several Parcels

Subject to Rule 7.1, Options may be exercised in one or more parcels of any size, provided that the number of Shares issued upon exercise of the number of Options in any parcel is not less than a Marketable Parcel.

7.3 Adjustment to Terms of Exercise

(a) The Board will have the power to make adjustments to or vary the terms of exercise of an Option. Following First Quotation, any proposed variation or adjustment will be subject to any requirements of the Listing Rules.
(b) No adjustment or variation of the terms of exercise of an Option will be made without the consent of the Participant who holds the relevant Option if such adjustment or variation would have a materially prejudicial effect upon the Participant (in respect of his or her outstanding Options), other than an adjustment or variation introduced primarily:
(i) for the purpose of complying with or conforming to present or future state, Territory or Commonwealth legislation governing or regulating the maintenance or operation of the Scheme or like Schemes;
(ii) to correct any manifest error or mistake; or

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(iii) to enable a member of the Group to comply with the Corporations Act, the Listing Rules, applicable foreign law, or a requirement, policy or practice of the ASIC or other foreign or Australian regulatory body.

7.4 Lapsing of Options

Subject to the terms of the Offer made to a Participant and unless Rule 7.6 or 7.7 applies, a Participant's Options will lapse immediately and all rights in respect of those Options will thereupon be lost if, in respect of a Participant or an Offer:

(a) the Relevant Person ceases to be an employee or director of, or to render services to, a member of the Group for any reason whatsoever (including without limitation resignation or termination for cause) and the Exercise Conditions have not been met;
(b) the Vesting Condition or Exercise Conditions are unable to be met;
(c) the Lapsing Date has passed; or
(d) the deadline provided for in Rule 7.5 has passed,

whichever is earlier.

7.5 Cessation of Employment where Vesting Conditions and Exercise Conditions met

Where a Relevant Person ceases to be an employee or director of, or to render services to, a member of the Group for any reason whatsoever (including without limitation resignation or termination for cause) prior to the Lapsing Date in relation to the Options granted under an Offer ( Ceasing Date ) and the Vesting Condition and Exercise Conditions have been met, the Participant will be entitled to exercise Options granted as a result of an Offer in accordance with the terms of the Offer and the Rules, for a period of up to 60 days after the Ceasing Date, after which the Participant's Options will lapse immediately and all rights in respect of those Options will thereupon be lost.

7.6 Death, Permanent Disability, Retirement or Redundancy

If in respect of a Participant, the Relevant Person dies, becomes Permanently Disabled, resigns employment on the basis of retirement from the workforce or is made redundant by the relevant member of the Group, prior to the Lapsing Date of any Options granted to that Participant ( Ceasing Event ):

(a) the Participant or the Participant's legal personal representative, where relevant, may exercise those Options which at that date:
(i) have become exercisable;
(ii) have not already been exercised; and
(iii) have not lapsed,

in accordance with Rule 7.6(c);

(b) at the absolute discretion of the Board, the Board may resolve that the Participant, or the Participant's legal personal representative, where relevant, may exercise those Options which at that date:
(i) have not become exercisable; and
(ii) have not lapsed,

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in accordance with Rule 7.6(c) and, if the Board exercises that discretion, those unexercisable Options will not lapse other than as provided in Rule 7.6(c);

(c) (i) The Participant or the Participant's legal personal representative (as the case may be) must exercise the Options referred to in Rule 7.6(a) and, where permitted, Rule 7.6(b), no earlier than First Quotation and not later than the first to occur of: (A) the Lapsing Date of the Options in question; and (8) the date which is 6 months after the Ceasing Event or 6 months after First Quotation (whichever occurs first) provided that in the case of Options referred to in Rule 7.6(b), all Exercise Conditions have been met at that time (unless the Board decides to waive any relevant Exercise Conditions, in its absolute discretion).
(ii) Options which have not been exercised by the end of the period specified in Rule 7.6(c)(i) lapse immediately at the end of that period and all rights in respect of those Options will thereupon be lost.
(iii) Where the Lapsing Date for an Option the subject of this Rule 7.6 occurs before First Quotation, that Option lapses at the end of its Lapsing Date and all rights in respect of that Option will thereupon be lost notwithstanding the terms of this Rule 7.6.

7.7 Discretionary Exercise of Options

Where, in respect of a Participant, the Relevant Person ceases to be an employee or director of, or to render services to, a member of the Group, for any reason, prior to the date on which Options vest or become exercisable, the Board may, in its absolute discretion, determine that some or all of the Options held by that Participant do not lapse and may be exercised by the Participant, if otherwise permitted under the Rules, within such additional time as is determined by the Board following the Ceasing Date. Options which have not been exercised by the end of that period lapse immediately and all rights in respect of these Options will thereupon be lost.

7.8 Entitlement

(a) Each Option entitles the holder to subscribe for and be allotted one Share.
(b) Shares issued pursuant to the exercise of Options will in all respects, including bonus issues and new issues, rank equally and carry the same rights and entitlements as other Shares on issue, except for entitlements which had a record date before the date of issue of that Share.

8 MANNER OF EXERCISE OF OPTIONS

8.1 Delivery to Company Secretary

Options granted to a Participant may only be exercised by delivery to the Company's secretary (at a time when the Options may be exercised) of:

(a) the certificate for the Options or, if the certificate for the Options has been lost, mutilated or destroyed, a declaration to that effect, accompanied by an indemnity in favour of the Company against any loss, costs or expenses which might be incurred by the Company as a consequence of its relying on the declaration that the certificate has been lost, mutilated or destroyed;
(b) a notice in the form of Schedule 1 addressed to the Company and signed by the Participant:

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(i) stating that the Participant exercises the Options and specifying the number of Options which are exercised; and
(ii) specifying the subregister of the Company in which the Shares referred to in Rule 8.2(a) are to be recorded; and
(c) payment to the Company of an amount equal to the Option Exercise Price multiplied by the number of Options which are being exercised unless there is no exercise price payable in respect of the Options to be exercised.

8.2 Issue of Shares

If the items specified in Rule 8.1 are delivered in accordance with that Rule, the Company will, subject to the Listing Rules (if relevant):

(a) within 10 Business Days of delivery of the documents referred to in Rule 8.1 issue to the Participant the Shares credited as being fully paid in respect of which the Options are exercised together with any additional Shares an entitlement to which has arisen under Rules 9 and l0 in consequence of the exercise of the Options; and
(b) cancel the certificate delivered pursuant to Rule 8.1 (a) and, if any Options which have not lapsed remain unexercised, deliver to the Participant a replacement certificate reflecting the number of those Options which remain unexercised.

8.3 Death of Participant

If a Participant has died, the Participant's legal personal representative will stand in the place of the Participant for the purposes of Rules 8.1 and 8.2 subject only to prior production to the Company of such evidence as would be required to permit the legal personal representative to become registered as a shareholder in respect of the Shares held by the Participant.

8.4 Beneficial Owner of Shares

From and including the date of issue to a Participant of any Shares in accordance with these Rules, the Participant will:

(a) be the beneficial owner of those Shares; and
(b) subject to Rule 8.6, the Corporations Act, the Constitution and, after First Quotation, the Listing Rules, be entitled to deal with those Shares as beneficial owner.

8.5 Equal Rank

A Share issued on exercise of an Option will rank equally in all respects with Shares already on issue on the date of exercise of the Option, except for entitlements which had a record date before the date of issue of that Share.

8.6 Official Quotation

After First Quotation, the Company will make application for Shares which are issued after that time pursuant to Rule 8.2 to be quoted in accordance with the Listing Rules.

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9 NOTICE OF ADJUSTMENTS AND CUMULATION OF ADJUSTMENTS

9.1 Cumulation of Adjustments

Effect will be given to Rule 10 in such manner that the effect of the successive applications of them is cumulative, with the intention being that the adjustments they progressively effect will reflect previous adjustments.

9.2 Notice of Adjustments

Whenever the number of Shares comprised in an Option or the Option Exercise Price is adjusted pursuant to these Rules, the Company will give notice of the adjustment to the Participant and ASX together with calculations on which the adjustment is based.

10 NEW ISSUES AND ADJUSTMENTS FOR RIGHTS ISSUES

10.1 Participation generally

There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

10.2 Rights Issues

If the Company makes a pro rata issue of securities (except a bonus issue) to the holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the Option Exercise Price shall be reduced according to the formula specified in the Listing Rules.

10.3 Bonus issues

In the event of a bonus issue of Shares being made pro-rata to Shareholders, (other than an issue in lieu of dividends), the number of Shares issued on exercise of each Option will include the number of bonus Shares that would have been issued if the Option had been exercised prior to the record date for the bonus issue. No adjustment will be made to the exercise price per Share of the Option.

10.4 Quotation

Options will not be quoted on ASX. However, application will be made to ASX for official quotation of the Shares allotted pursuant to the exercise of Options if the Company's Shares are listed on ASX at that time.

10.5 Applications

An application to be issued Options may be made by persons invited to participate in the Scheme in such form and upon such terms and conditions concerning the closing date for applications as are approved by the Directors from time to time.

10.6 Reorganisation

The terms upon which Options will be granted will not prevent the Options being reorganised as required by the Listing Rules on the reorganisation of the capital of the Company.

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11 OVERRIDING RESTRICTIONS ON ISSUE AND EXERCISE

Notwithstanding the Rules or the terms of any Option, no Option may be offered, granted or exercised and no Share may be issued under the Scheme if to do so:

(a) would contravene the Corporations Act, the Listing Rules or any other applicable law; or
(b) would contravene the local laws or customs of an Eligible Participant's country of residence or in the opinion of the Board would require actions to comply with those local laws or customs which are impractical.

12 AMENDMENT OF RULES

Subject to and in accordance with the Listing Rules (including any waiver granted under such Listing Rules), the Directors (without the necessity of obtaining the prior or subsequent consent of Shareholders of the Company in a general meeting) may from time to time amend (including the power to revoke, add to or vary) all or any provisions of the Rules in any respect whatsoever, by an instrument in writing, provided that rights or entitlements in respect of any Option granted before the date of amendment shall not be reduced or adversely affected unless prior written approval from the affected holder(s) is obtained.

13 TRIGGER EVENT

Notwithstanding the Rules of the Scheme, upon the occurrence of a Trigger Event, the Directors may determine:

(a) that the Options may be exercised at any time from the date of such determination, and in any number until the date determined by the Directors acting bona fide so as to permit the holder to participate in any change of control arising from a Trigger Event, provided that the Directors will forthwith advise in writing each holder of such determination. Thereafter, the Options shall lapse to the extent they have not been exercised; or
(b) to use their reasonable endeavours to procure that an offer is made to holders of Options on like terms (having regard to the nature and value of the Options) to the terms proposed under the Trigger Event in which case the Directors shall determine an appropriate period during which the holder may elect to accept the offer and, if the holder has not so elected at the end of that period, the Options shall immediately become exercisable and if not exercised within 10 days, shall lapse.

14 ADMINISTRATION OF SCHEME

(a) The Directors may appoint for the proper administration and management of the Scheme, such persons as it considers desirable and may delegate thereto such authorities as may be necessary or desirable for the administration and management of the Scheme.
(b) Subject to the provisions of the Rules, the Directors may make such regulations and establish such procedures for the administration and management of the Scheme as they consider appropriate.

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15 RIGHTS OF ELIGIBLE PARTICIPANTS

Neither participation in the Scheme by the Company or an Associated Body Corporate or any Eligible Participants or Option holders or anything contained in these Rules shall in any way prejudice or affect the right of the Company or an Associated Body Corporate to dismiss any Eligible Participant or Option holder or to vary the terms of employment of any Eligible Participant or Option holder. Nor shall participation or the rights or benefits of an Eligible Participant or Option holder under the Rules be relevant to or used as grounds for granting or increasing damages in any action brought by an Eligible Participant or Option holder against the Company or an Associated Body Corporate whether in respect of any alleged wrongful dismissal or otherwise.

16 ATTORNEY

Each Participant, in consideration of an Offer:

(a) irrevocably appoints the Company and any person nominated from time to time by the Company (each an "attorney"), severally, as the Participant's attorney to complete and execute any documents including applications for Shares and Share transfers and to do all acts or things on behalf of and in the name of the Participant which may be convenient or necessary for the purpose of giving effect to the provisions of these Rules;
(b) covenants that the Participant will ratify and confirm any act or thing done pursuant to this power;
(c) releases each member of the Group and the attorney from any liability whatsoever arising from the exercise of the powers conferred by this Rule; and
(d) indemnifies and holds harmless each member of the Group and the attorney in respect thereof.

17 ASIC RELIEF

Notwithstanding any other provisions of the Scheme, every covenant or other provision set out in an exemption or modification granted from time to time by the ASIC in respect of the Scheme pursuant to its power to exempt and modify the Corporations Act and required to be included in the Scheme in order for that exemption or modification to have full effect, is deemed to be contained in the Scheme. To the extent that any covenant or other provision deemed by this Rule to be contained in the Scheme is inconsistent with any other provision in the Scheme, the deemed covenant or other provision shall prevail.

18 NOTICES

Any notice to Participants may be given in such manner as the Board determines.

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19 GOVERNING LAW

This Scheme is governed by and shall be construed and take effect in accordance with the laws of New South Wales.

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Schedule 1

Notice of Exercise of Options

To: The Directors Timpetra Resources Limited

1/ We ____ of _______

being registered holder(s) of the options to subscribe for fully paid ordinary shares in the Company set out on the certificate annexed to this notice, hereby exercise ___ of the abovementioned options. I/We enclose my/our cheque for $__ in payment of the application monies due in respect of those shares calculated on the basis of $_____ per share.

1/ We authorise and direct the Company to register me/us as the holder(s) of the shares to be allotted to me/us and l/we agree to accept such shares subject to the provisions of the Constitution of the Company.

Dated the day of 2011.

Signature of Holder(s)

Note:

Each holder must sign.
An application by a company must be executed in accordance with section 127 of the Corporations Act 2001 (Cth) and if signing for a company as a sole director/secretary - ensure "sole director" and "sole secretary" is written beside the signature.
Cheques should be made payable to Timpetra Resources Limited.

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Schedule 2

Offer Document

[ Insert Date ]

[Name] [Address]

Dear [Name]

Timpetra Resources Limited Incentive Option Scheme – Grant of Options

The board of directors ( Board ) of Timpetra Resources Limited ( Company ) is pleased to invite you to participate in the Timpetra Resources Limited Incentive Option Scheme ( Scheme ) in accordance with the enclosed Scheme rules ( Rules ). The Company has implemented this Scheme to provide eligible Employees with the opportunity to share in the growth of the Company. Terms commencing with a capital letter which are defined in the Rules have the same meaning in this letter.

An Option is an entitlement to acquire one fully paid ordinary Share in the Company, subject to the satisfaction of certain Vesting Condition and Exercise Conditions.

This letter and the enclosed copy of the Rules together set out all of the terms of the grant of Options. Please ensure that you read this letter and the enclosed Rules carefully.

1 Grant of Options

You have been allocated the number of Options under the Plan as follows:

Number of Options: [  ] Options over [  ] Shares

Issue Date: [date] Exercise Price: [$0.20] per option Vesting Conditions: The Options will vest in [two] tranches, with:

[one half] of the Options vesting upon you remaining [a Director of / an employee of / a provider of services to] the Company for a continuous period until [insert date];
[one half] of the Options vesting upon you remaining [a Director of / an employee of / a provider of services to] the Company for a continuous period until [insert date].

Exercise Conditions: Except as otherwise permitted under the Rules, the exercise of Options is conditional upon satisfactory completion of employment during the periods required by the Vesting Conditions.

Lapsing Date [insert date]

2 Key Features of the Scheme

Essentially, an Option is an entitlement to acquire a fully paid ordinary Share in the Company, subject to the satisfaction of the Vesting Conditions and Exercise Conditions specified above. Options are

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issued at no cost to you, and may be transferred at any time in accordance with the Corporations Act 2001 . Each Share issued upon the exercise of an Option will rank equally in all respects with the existing fully paid ordinary shares on issue at that time.

Except as otherwise permitted by the Rules, no Options are exercisable until they have vested in accordance with the Vesting Conditions referred to above and no Options can be exercised until any Exercise Conditions referred to above have been satisfied.

3 Confirmation

To confirm your acceptance of the grant of Options, you will need to complete the Acknowledgement and return the signed original to the Company Secretary at the following address by no later than [date]:

Company Secretary Timpetra Resources Limited

The offer of Options in this letter lapses if your signed original Acknowledgment is not received by the above date. After receiving your signed Acknowledgment, the Company Secretary will send you an Option Certificate for your Options.

4 Exercising your Options

You can exercise the Options granted to you at any time by completing an Exercise Notice in the form attached to the Option Certificate, and returning the Exercise Notice to the Company at the address shown above or other place nominated by the Board for this purpose.

5 Compliance with the Rules and the Company's Securities Trading Policy

By accepting Options, you agree to be bound and comply with the Rules, the Company's Constitution and also the Company's Securities Trading Policy (available on the Company's website at www.timpetra.com), which applies to dealings in both Options and Shares.

6 Information about the Company

You can obtain information about the Company through ASX as well as on the Company's website (www.timpetra.com). In particular, you will be able to obtain information about the current market price of Shares through ASX and broker websites and in the financial sections of various newspapers.

7 Participation in Scheme

You are not obliged to participate in the Scheme and there will be no advantages or disadvantages to your employment whatever your decision. However, the Scheme gives you the chance to share personally in the economic growth and success of the Company. The Company encourages you to take advantage of this opportunity by completing and returning the Acknowledgement in the enclosed envelope to the Company Secretary by no later than [date].

8 Taxation

You should note that the taxation laws covering options plans are complex and change from to time. Accordingly, you are asked to take independent professional advice on the tax implications for you and your particular circumstances.

Please contact [name] on [number] if you have any questions.

Yours sincerely

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Company Secretary

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