NEOMETALS LTD — AGM Information 2010

Oct 21, 2010

NOTICE OF

ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2010 Annual General Meeting of shareholders of Reed Resources Ltd ABN 89 099 116 631 ( Company ) will be held at the Celtic Club, 48 Ord Street, West Perth , on Thursday, 25 November 2010 at 3:00pm Western Standard Time for the purpose of transacting the following business.

An Explanatory Statement and Proxy Form accompany, and form part of this Notice. Information relevant to the proposed resolutions set out below, including information required by the ASX Listing Rules and the Corporations Act 2001 (Cth), can be found in the Explanatory Statement.

BUSINESS

1. Annual Report for year ended 30 June 2010

To receive the Annual Report of the Company for the period ended 30 June 2010 which includes the Financial Report of the Company, the Directors’ Report, the Remuneration Report and the Report of the Auditor, Deloitte. During the consideration of these items, shareholders are invited to ask questions or make comments on:

• the Financial Report of the Company for the period ended 30 June 2010;

• the Directors’ Report in relation to that period; and

• the Report of the Auditor on the Financial Report.

A representative of the Company's Auditor is anticipated to be in attendance to respond to any questions raised of the Auditor or on the Auditor's Report in accordance with the terms of section 250T of the Corporations Act.

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2. Re-election of Ian Junk and Steven Cole as Directors

To consider and, if thought fit, to pass, respectively as separate and independent ordinary resolutions, with or without amendment, each of the following:

Resolution 1

"THAT Ian Courtney Junk, who will retire as a Director by rotation in accordance with Articles 11.3 and 11.5 of the Company’s Constitution, and who is eligible for re-election as a Director in accordance with Article 11.4 of the Company’s Constitution and who offers himself for re-election, be re-elected as a Director of the Company."

Resolution 2

"THAT Steven Cole, who will retire as a Director by rotation in accordance with Articles 11.3 and 11.5 of the Company’s Constitution, and who is eligible for reelection as a Director in accordance with Article 11.4 of the Company’s Constitution and who offers himself for re-election, be re-elected as a Director of the Company."

3. Approval of proposed issue of options to Directors

To consider and, if thought fit, to pass, respectively as separate and independent ordinary resolutions, with or without amendment, each of the following:

Resolution 3

"THAT for the purpose of ASX Listing Rule 10.11 and section 208 of the Corporations Act 2001 (Cth), and for all other purposes, this meeting approves and authorises the Company to grant 2,000,000 options to acquire fully paid ordinary shares of the Company to Christopher John Reed, a Director of the Company, to be exercised at any time once vested on or before 1 July 2012 at an exercise price per option of the greater of $1.00 and 145% of the volume-weighted average price for the Company’s shares traded on the ASX on 24 November 2010, and to be

issued on the terms and conditions particularised in Appendix 1 of the Explanatory Statement forming part of this Notice of Meeting."

Voting Exclusion Statement

For the purposes of ASX Listing Rule 10.13.6 and Section 224 of the Corporations Act 2001 (Cth), and for all other purposes, the Company will disregard any votes cast on the Resolution by Christopher John Reed and any of his associates. However, the Company need not disregard a vote if:

• (a) it 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

• (b) it is cast by a 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.

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Resolution 4

"THAT for the purpose of ASX Listing Rule 10.11 and section 208 of the Corporations Act 2001 (Cth), and for all other purposes, this meeting approves and authorises the Company to grant 1,000,000 options to acquire fully paid ordinary shares of the Company to David John Reed, a Director of the Company, to be exercised at any time once vested on or before 1 July 2012 at an exercise price per option of the greater of $1.00 and 145% of the volume-weighted average price for the Company’s shares traded on the ASX on 24 November 2010, and to be issued on the terms and conditions particularised in Appendix 1 of the Explanatory Statement forming part of this Notice of Meeting."

Voting Exclusion Statement

For the purposes of ASX Listing Rule 10.13.6 and Section 224 of the Corporations Act 2001 (Cth), and for all other purposes, the Company will disregard any votes cast on the Resolution by David John Reed and any of his associates. However, the Company need not disregard a vote if:

• (a) it 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

• (b) it is cast by a 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

"THAT for the purpose of ASX Listing Rule 10.11 and section 208 of the Corporations Act 2001 (Cth), and for all other purposes, this meeting approves and authorises the Company to grant 250,000 options to acquire fully paid ordinary shares of the Company to Peter Lionel Fleury Collins, a Director of the Company, to be exercised at any time on or before 1 July 2012 at an exercise price at an exercise price per option of the greater of $1.00 and 145% of the volume-weighted average price for the Company’s shares traded on the ASX on 24 November 2010, and to be issued on the terms and conditions particularised in Appendix 2 of the Explanatory Statement forming part of this Notice of Meeting."

Voting Exclusion Statement

For the purposes of ASX Listing Rule 10.13.6 and Section 224 of the Corporations Act 2001 (Cth), and for all other purposes, the Company will disregard any votes cast on the Resolution by Peter Lionel Fleury Collins and any of his associates. However, the Company need not disregard a vote if:

• (a) it 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

• (b) it is cast by a 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.

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Resolution 6

"THAT for the purpose of ASX Listing Rule 10.11 and section 208 of the Corporations Act 2001 (Cth), and for all other purposes, this meeting approves and authorises the Company to grant 250,000 options to acquire fully paid ordinary shares of the Company to Ian Courtney Junk, a Director of the Company, to be exercised at any time on or before 1 July 2012 at an exercise price per option of the greater of $1.00 and 145% of the volume-weighted average price for the Company’s shares traded on the ASX on 24 November 2010, and to be issued on the terms and conditions particularised in Appendix 2 of the Explanatory Statement forming part of this Notice of Meeting."

Voting Exclusion Statement

For the purposes of ASX Listing Rule 10.13.6 and Section 224 of the Corporations Act 2001 (Cth), and for all other purposes, the Company will disregard any votes cast on the Resolution by Ian Courtney Junk and any of his associates. However, the Company need not disregard a vote if:

• (a) it 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

• (b) it is cast by a 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 7

"THAT for the purpose of ASX Listing Rule 10.11 and section 208 of the Corporations Act 2001 (Cth), and for all other purposes, this meeting approves and authorises the Company to grant 500,000 options to acquire fully paid ordinary shares of the Company to Steven Cole, a Director of the Company, to be exercised at any time on or before 1 July 2012 at an exercise price per option of the greater of $1.00 and 145% of the volume-weighted average price for the Company’s shares traded on the ASX on 24 November 2010, and to be issued on the terms and conditions particularised in Appendix 2 of the Explanatory Statement forming part of this Notice of Meeting."

Voting Exclusion Statement

For the purposes of ASX Listing Rule 10.13.6 and Section 224 of the Corporations Act 2001 (Cth), and for all other purposes, the Company will disregard any votes cast on the Resolution by Steven Cole and any of his associates. However, the Company need not disregard a vote if:

• (a) it 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

• (b) it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

4. Ratification of Share Placement

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

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Resolution 8

“That for the purposes of ASX Listing Rule 7.4, and for all other purposes, the placement of 15,000,000 fully paid ordinary shares in the capital of the Company on 29 July 2010 at an issue price of $0.50 per share to institutional and sophisticated investors who satisfied the definition contained in section 708(8) of the Corporations Act 2001 (Cth) and otherwise on the basis set out in Section 7 of Part B of the Explanatory Statement is ratified and approved.”

Voting Exclusion Statement

For the purposes of ASX Listing Rule 7.5.6, and for all other purposes, the Company will disregard any votes cast on the Resolution by any of the persons who participated in the issue of the shares the subject of Resolution 8, or an associate of those persons. However, the Company need not disregard a vote if:

(a) it 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

(b) it is cast by a 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.

5. Ratification of issue of shares to Kingsrose Mining Ltd

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

Resolution 9

“That for the purposes of ASX Listing Rule 7.4, and for all other purposes, the issue of 4,011,431 fully paid ordinary shares in the capital of the Company on 1 June 2010 at an issue price of $0.4986 per share to Kingsrose Mining Ltd (ACN 112 389 910) on the basis set out in Section 7 of Part B of the Explanatory Statement is ratified and approved.”

Voting Exclusion Statement

For the purposes of ASX Listing Rule 7.5.6, and for all other purposes, the Company will disregard any votes cast on the Resolution by Kingsrose Mining Ltd or its associates. However, the Company need not disregard a vote if:

(a) it 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

(b) it is cast by a 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.

6. Ratification of issue of shares to Landlife Corporation Pty Ltd

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

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Resolution 10

“That for the purposes of ASX Listing Rule 7.4, and for all other purposes, the issue of 600,000 fully paid ordinary shares in the capital of the Company on 18 December 2009 at an issue price of $0.59 per share to Landlife Corporation Pty Ltd (ACN 099 033 146) on the basis set out in Section 7 of Part B of the Explanatory Statement is ratified and approved.”

Voting Exclusion Statement

For the purposes of ASX Listing Rule 7.5.6, and for all other purposes, the Company will disregard any votes cast on the Resolution by Landlife Corporation Pty Ltd or its associates. However, the Company need not disregard a vote if:

(a) it 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

(b) it is cast by a 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.

7. Adoption of Remuneration Report

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

Resolution 11

"THAT for the purposes of section 250R (2) of the Corporations Act 2001 (Cth) the Remuneration Report for the year ended 30 June 2010 be adopted."

The Remuneration Report is set out on pages 21-25 of the 2010 Annual Report. Please note that, in accordance with section 250R (3) of the Corporations Act 2001 (Cth), the vote on this resolution is advisory only, and does not bind the Directors or the Company.

8. Other Business

In compliance with section 250S(1) of the Corporations Act 2001 (Cth) the shareholders are invited to ask questions about or make comments on the management of the Company and to raise any other business which may lawfully be brought before the meeting.

BY ORDER OF THE BOARD

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Jason Carone Company Secretary Perth, Western Australia Date: 15 October 2010

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EXPLANATORY STATEMENT

THIS EXPLANATORY STATEMENT accompanies and forms part of the notice of meeting convening the 2010 Annual General Meeting of shareholders of Reed Resources Ltd ABN 89 099 116 631 ( Company ) to be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia, on Thursday, 25 November 2010 at 3:00pm .

This Explanatory Statement is to provide shareholders with explanatory notes and information relevant to the meeting and its business. It comprises of a Part A, a Part B and two Appendices. This Explanatory Statement should be read in conjunction with the accompanying Notice.

PART A: VOTING

1. Definitions

AASB means the Australian Accounting Standards Board.

Annual General Meeting means the annual general meeting notified to the shareholders by the Notice.

ASIC means Australian Securities and Investments Commission.

ASX means Australian Stock Exchange Limited.

Board means the board of Directors of the Company.

Business Day has the meaning ascribed to it in the Listing Rules.

Company means Reed Resources Ltd (ABN 89 099 116 631).

Corporations Act means Corporations Act 2001 (Cth).

Corporations Regulations means the Corporations Regulations 2001 (Cth).

Director means a Director of the Company.

Exercise Price , in relation to an option, means the price per option that is the greater of $1.00 and 145% of the volume-weighted average price for the Company’s shares traded on the ASX on 24 November 2010.

Listing Rules means the Listing Rules from time to time of the ASX.

Notice means the notice of annual general meeting incorporating this Explanatory Statement.

2. Required Majority

• (a) In accordance with the Corporations Act, for the resolutions to be effective:

• (i) the resolutions must be passed at a meeting of which not less than 28 days written notice specifying the intention to propose the resolutions has been given (satisfied by this Notice); and

• (ii) in the case of ordinary resolutions, must be passed by more than 50% of all the votes cast by shareholders present and entitled to vote on the resolutions (whether in person or by proxy, attorney or representative); and

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• (iii) in the case of special resolutions, must be passed by not less than 75% of all the votes cast by shareholders present and entitled to vote on the resolutions (whether in person or by proxy, attorney or representative).

• (b) On a show of hands every shareholder has one vote and, on a poll, every shareholder has one vote for each share held.

3. Entitlement to Vote

The Company has determined that, for the purposes of the Corporations Act, the persons eligible to attend and vote at the Annual General Meeting are those persons who are registered shareholders of the Company at 7:00pm Western Standard Time on Tuesday, 23 November 2010.

4. Proxies

• (a) Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative.

• (b) A proxy need not be a member of the Company.

• (c) The proxy form sent with this Notice should be used for this Annual General Meeting.

• (d) Each shareholder who is entitled to cast 2 or more votes at this Annual General Meeting, may appoint up to 2 persons to act as proxies and may specify the proportion or number of votes that each proxy is entitled to exercise. If a shareholder does not specify the proportion or number of that shareholder’s votes each proxy may exercise, then each proxy will be entitled to exercise half of the votes. An additional proxy form will be supplied by the Company on request. No shareholder may appoint more than 2 proxies.

• (e) In the case of a shareholder who is an individual, a proxy must be under the hand of the individual or his or her attorney duly authorised in writing and, in the case of a member that is a corporation, a proxy must be executed by the corporation under common seal, pursuant to Section 127 of the Corporations Act or under the hand of its duly authorised officer or attorney.

• (f) Any shareholder may by power of attorney appoint an attorney to act on his or her behalf and such power of attorney or certified copy thereof must be received by the Company as specified in paragraph (h).

• (g) Any corporation which is a shareholder of the Company may appoint a representative to attend and vote for that corporation at the Annual General Meeting. Appointments of representatives by corporations must be received by the Company as specified in paragraph (h) or handed in at the Annual General Meeting when registering as a company representative.

• (h) In accordance with Article 10.34 of the Company’s Constitution, proxies and powers of attorney granted by shareholders must be received by the Company by 3:00pm Western Standard Time, Tuesday, 23 November 2010 at:

• (i) The registered office of the Company – 97 Outram Street, West Perth, Western Australia; or

• (ii) By facsimile at the registered office of the Company – facsimile number (08) 9321 0556.

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PART B: EXPLANATORY NOTES

5. Re-election of as Directors

Resolutions 1 and 2 - Re-election of Directors

It is a requirement under Article 11.3 of the Company’s Constitution that at the annual general meeting in every year one third of the Directors retire from office. The Directors to retire are those who have been longest in office since their last election. Accordingly, Ian Junk and Steven Cole will retire at the end of the Annual General Meeting in accordance with this requirement. Both Ian Junk and Steven Cole offer themselves for re-election.

Information in respect of Ian Junk is set out below:

Ian Courtney Junk, BEng(Hons), MAusIMM, Age 42

Position: Non-executive Director

Term of Office: Appointed 1 December 2003; last elected by shareholders at 2008 AGM

Independent: Yes

Company Board Committee Membership: Audit and Risk Management Committee and Nomination and Remuneration Committee

Current External Directorships: CBR-TSX, BMC-TSX, Committee Bay Resources, Brilliant Mining Corp

Skills, Experience and Expertise: Ian joined the board in December 2003. Ian is a highly respected mining engineer with considerable experience in narrow vein underground mining and project development. Ian holds an Honours degree in Mining Engineering from the Western Australian School of Mines and a First Class Mine Managers Certificate. Ian was instrumental in the purchase and management of the Miitel and Wannaway nickel mines from WMC for the Miitel Joint Venture, involving Clough Mining and Mincor Resources NL. Ian has been a finalist in the 2003 Ernst & Young - Young Entreprenuer of the Year and has received a Goldfields, Business of the Year Award. Ian is a member of the Australian Institute of Mining and Metallurgy.

Information in respect of Steven Cole is set out below:

Steven Cole, LLB(Hons), FAICD, Age 59

Position: Deputy Chairman

Term of Office: Appointed 24 June 2008; appointment ratified by shareholders at 2008 AGM

Independent: Yes

Company Board Committee Membership: Chairman of Audit and Risk Management Committee and Nomination and Remuneration Committee

Current External Directorships: Emerson Stewart Group Limited, Faber Benthin Australia Pty Ltd, 2 investment trustees each managing around $10 million in investments, Australian Institute of Company Directors Limited, QE11 Medical Centre Trust, and Brightwater Care Group Inc.

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Skills, Experience and Expertise: Steven has 35 years of professional, corporate and business experience through senior legal consultancy, as well as a range of executive management and non executive appointments. His extensive boardroom and board sub-committee experience includes ASX listed, statutory, proprietary and NFP organisations covering the industrial, financial, educational, professional services, health and resources sectors.

Recommendation of Directors

The Directors, after considering the recommendations of the Nominations and Remuneration Committee, recommend that shareholders vote in favour of both Resolutions 1 and 2 to re-elect both Ian Junk and Steven Cole. Neither Ian Junk nor Steven Cole make any recommendation in relation to their own re-election.

6. Approval of issue of securities to Directors

6.1 Background

Resolutions 3, 4, 5, 6 and 7: Grants of Options to Christopher Reed, David Reed, Peter Collins, Ian Junk and Steven Cole, respectively

The effect and purpose of Resolutions 3, 4, 5, 6 and 7 is to authorise the grant to Christopher John Reed, David John Reed, Peter Lionel Fleury Collins, Ian Courtney Junk, and Steven Cole (collectively the Grantees ), each a director of the Company, of a total of 4,000,000 options (as set out in the table below) to acquire fully paid ordinary shares of the Company at the Exercise Price, on or before 1 July 2012.

Name	No of options
Christopher John Reed	2,000,000
David John Reed	1,000,000
Peter Lionel Fleury Collins	250,000
Ian Courtney Junk	250,000
Steven Cole	500,000
TOTAL	4,000,000

On 20 August 2010, the Board resolved to issue 4,000,000 options to the Grantees as recognition of their continued contribution to the Company’s progress to date and to further incentivise their ongoing performance and commitment to the Company.

6.2 Approvals Required

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. In particular, section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party of the company without shareholder approval, unless sanctioned by an exception to that section (which exceptions either do not apply or are not sought to be relied upon by the Company in the present circumstances). A director of a company is a related party for the purposes of the Corporations Act.

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As the Grantees are directors of the Company, the grant of the options may be prohibited by section 208 of the Corporations Act as providing a financial benefit to a related party.

Pursuant to section 208 of the Corporations Act, a public company is permitted to give a financial benefit to a related party of that company if:

• (a) it obtains the approval of its members in the way set out in sections 217 to 227 of the Corporations Act; and

• (b) it gives the benefit within 15 months after the approval.

Further, ASX Listing Rule 10.11 requires that a listed company obtain shareholder approval by ordinary resolution prior to the issue of securities (including an option) to a related party. If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1 (refer to ASX Listing Rule 7.2, Exception 14). No other relevant exceptions under the ASX Listing Rules apply in the case of the issue of the relevant shares to the Grantees.

Accordingly, approval for the issue of the options to the Grantees is required pursuant to Listing Rule 10.11 and section 208 of the Corporations Act.

6.3 Corporations Act and ASX Listing Rules

Section 219 of the Corporations Act specifies matters which must be addressed in an explanatory statement for the purposes of a notice convening a meeting to obtain the approval of the shareholders, under section 208 of the Corporations Act, for the issuing of the options to the Grantees. ASX Listing Rule 10.13 sets out the relevant information requirements that are to be provided to shareholders in an explanatory statement with respect to an approval being sought under ASX Listing Rule 10.11.

For the purposes of both section 219 of the Corporations Act 2001 (Cth) and ASX Listing Rule 10.13, the following further information is provided in relation to Resolutions 3, 4, 5, 6 and 7:

Disclosure Requirements for ASX Listing Rules and Corporations Act	Disclosure Requirements for ASX Listing Rules and Corporations Act
Information Requirement	Detail
Related parties to whom proposed resolution would permit financial benefits to be given	Christopher John Reed David John Reed Peter Lionel Fleury Collins Ian Courtney Junk Steven Cole
Maximum number of options to be issued to each Director	Christopher John Reed – 2,000,000 David John Reed – 1,000,000 Peter Lionel Fleury Collins – 250,000 Ian Courtney Junk – 250,000 Steven Cole – 500,000
Total number of options to be issued to all Directors	4,000,000
Issue price of the options	The options will be issued without payment of cash consideration.

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Disclosure Requirements for ASX Listing Rules and Corporations Act	Disclosure Requirements for ASX Listing Rules and Corporations Act
Information Requirement	Detail
Exercise price of the options	The greater of $1.00 and 145% of the volume-weighted average price for the Company’s shares traded on the ASX on 24 November 2010.
Issue and allotment date	It is proposed that the options will be issued and allotted (if approved) as soon as practicable after this Annual General Meeting (and in any event within 1 month of this Annual General Meeting).
Terms of the options	Appendix 1 of this Explanatory Statement sets out the key terms in respect of the options granted to the executive directors (David John Reed and Christopher John Reed). Appendix 2 sets out the key terms in respect of the options granted to the non- executive directors (Ian Junk, Peter Collins and Steven Cole). The options will entitle the Grantees to acquire fully paid ordinary shares in the Company exercisable on or before 1 July 2012 for the Exercise Price. The current dollar value of the options to be issued is set out in paragraph 6.4.
Nature of financial benefits	The financial benefit to be provided to the Grantees is the issue, at no additional consideration, of options to acquire fully paid ordinary shares. The Grantees may acquire a financial benefit, for the purposes of the Corporations Act, if the Exercise Price is less than the market value of the shares at the time of exercise. The financial benefit to be acquired will be equal to the amount of any such discount. However, the directors believe this financial benefit is reasonable for the reasons given in paragraph 6.5 below.
Use or intended use of funds raised	There will be no funds raised in connection with the issue of the options to Grantees under Resolutions 3 to 7 inclusive as the

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Disclosure Requirements for ASX Listing Rules and Corporations Act	Disclosure Requirements for ASX Listing Rules and Corporations Act
Information Requirement	Detail
	options are to be issued without payment of cash consideration. The proceeds from a future exercise of the options, however, are intended to be applied towards meeting working capital requirements of the Company relevant at, or about the time of, the exercise of the options at the discretion of the Board.
Directors' recommendations and reasons	This information is set out in paragraph 6.5 below.
Directors' interests in outcome of resolutions	This information is set out in paragraph 6.6 below.
Other remuneration currently given to the Grantees.	This information is set out in paragraph 6.7 below.

6.4 Value of options to be issued

It is a requirement of ASIC that shareholders be informed of the current dollar value of the options to be issued.

In determining the fair value of the options, the Black-Scholes option pricing model was used taking into account, as at the grant date, the variables and assumptions set out below. The inputs used below against each assumption are those which applied on 20 August 2010 (being the date on which the Board resolved to grant the options to the Directors, subject to shareholder approval):

• (a) ( exercise price ) each option to be exerciseable at the greater of $1.00 and 145% of the volume-weighted average price for the Company’s shares traded on the ASX on 24 November 2010.

• (b) ( expected life of the instrument ) the options will expire, should they not previously be exercised, on or prior to 1 July 2012.

• (c) ( current price of the underlying share ) the share price at the date the Board resolved to grant the options was $0.48, based on the last sale of the Company's shares on ASX on 20 August 2010;

• (d) ( expected volatility ) price volatility of the shares of the Company is approximately 64%;

• (e) ( expected dividends ) there are no dividends presently expected to be paid in respect of the underlying shares; and

• (f) ( the risk-free interest rate for the expected life of the instrument ) the average current risk-free interest rate is 4.7%.

On the basis of the inputs set out above, an exercise price of $1.00 per option results in an implied value of $0.06 per option for options to be granted to the Directors. The aggregate implied value of the 4,000,000 options to be issued in favour of the Grantees would therefore be $241,585. But, as noted in (a) above, the exercise price will be the greater of

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$1.00 and 145% of the volume-weighted average price for the Company’s shares traded on the ASX on 24 November 2010. So depending on the share price as at 24 November 2010, the implied value of the options may change. By way of illustration, set out below are some indicative implied values of the options using the above inputs and three different volume-weighted average share prices as at 24 November 2010:

Share Price as at 24 November 2010	Proposed Exercise Price (greater of $1.00 and 145% of Share Price on 24 November 2010)	Value per Option	Aggregate Implied Value of Options
$0.48*	$1.00	$0.06	$241,585
$0.68	$1.00	$0.14	$584,520
$1.00	$1.45	$0.22	$876,228

• Being the share price as at the close of trade on 20 August 2010, the date the Board resolved to grant the options.

By way of information, the highest and lowest market price of listed ordinary shares of the Company during the 12 months immediately preceding 20 August 2010 is set out below:

12 month high	12 month low	Last market sale price as at 14 October 2010
$0.95	$0.34	$0.545

6.5 Director's recommendations to members and reasons

Each Director has a conflict of interest in relation to the resolution which, if passed, will authorise the grant of options to that Director. Accordingly, no Director makes a recommendation in relation to the resolution which involves the grant of options to himself and from which he is required to abstain from voting.

The recommendation of the Directors of the Company and the reasons for that recommendation are as follows:

• each Director (other than the relevant abstaining Director) recommends that shareholders vote in favour of Resolutions 3 to 7 inclusive; and

• each of the Directors making the recommendation to vote in favour of Resolutions 3 to 7 inclusive considers that those resolutions are in the best interests of the Company as recognition of the Grantee's continued contribution to the Company’s progress to date and to further incentivise their ongoing performance and commitment to the Company.

Shareholders should be aware, however, that:

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• the passing of Resolutions 3 to 7 inclusive may result in the Grantees becoming entitled to, in aggregate, 4,000,000 new shares in the Company; and

• the passing of Resolutions 3 to 7 inclusive will result in, on any exercise of the options in due course, a dilution in the percentage shareholding of the Company's shareholders, but the benefit of an enhancement of the Company’s capital base by reason of the receipt by the Company of the exercise price payable.

The number of shares on issue as at 14 October 2010 was 192,271,768. If shares were issued pursuant to the exercise of all the existing options and proposed new options under these Resolutions 3 to 7 inclusive, and assuming no other securities have been issued in the meantime, the aggregate number of shares in the Company would be approximately 212,721,768.

The proposed new options, on exercise in full, represent 4,000,000 shares or 1.88% of that fully diluted capital base. The proposed new options, when aggregated with all prior options granted to the Grantees (including those options which have not yet vested), on exercise in full, together with their other shareholdings, represent 39,343,294 shares or 18.5% of a fully diluted capital base.

Ultimately, approval of Resolutions 3 to 7 inclusive by shareholders is entirely a decision for each shareholder to be made by exercising his or her own judgment. Shareholders are encouraged to seek such expert advice on the matter as they consider appropriate.

6.6 Directors' interest in the outcome of Resolutions 3 to 7 inclusive

If Resolutions 3 to 7 inclusive for the issue of options to Grantees is passed, Grantees will become entitled to the relevant options the subject of those resolutions together with the option rights and entitlements associated with holding such options.

6.7 Other remuneration currently given to the Grantees

For the twelve months ending 30 June 2010, Christopher John Reed was paid $277,998 by way of annual salary (inclusive of superannuation) for his services as Managing Director, Chief Executive Officer and Joint Company Secretary. Pursuant to the terms of his contract, he will receive an annual salary of $272,500 (inclusive of superannuation) for his services as Managing Director, Chief Executive Officer and Joint Company Secretary for the twelve months ending 30 June 2011. In addition, subject to the approval of Resolution 3, he will be entitled to 2,000,000 options.

He has previously been issued an aggregate 7,600,000 options (1,000,000 exercisable at $0.35 per option on or before 31 December 2008, which issue was approved by the shareholders at the extraordinary general meeting of the Company held on 16 June 2004 (which have all lapsed unexercised); 1,000,000 exercisable at $0.50 per option on or before 1 July 2010, which issue was approved by the shareholders at the extraordinary general meeting of the Company held on 6 July 2005 (which were exercised on 30 June 2010); 1,000,000 exercisable at $0.75 per option on or before 30 June 2011; which issue was approved by shareholders at the annual general meeting held on 23 November 2006; 1,000,000 exercisable at $1.00 per option on or before 31 December 2012, which issue was approved by shareholders at the annual general meeting held on 26 November 2007; 600,000 exercisable at $1.20 per option on or before 30 June 2013, which issue was approved at the annual general meeting held on 25 November 2008; and 3,000,000

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exercisable at $0.80 per options on or before 30 June 2012, which issue was approved by shareholders at the annual general meeting held on 26 November 2009).

For the twelve months ending 30 June 2010, David John Reed received an annual salary of $136,250 as Executive Chairman of the Board. Pursuant to the terms of his contract, he will receive an annual salary of $136,250 (inclusive of superannuation) for his services as Executive Chairman for the twelve months ending 30 June 2011. In addition, subject to the approval of Resolution 4, he will be entitled to 1,000,000 options. He has previously been issued 1,500,000 options exercisable at $0.80 per option on or before 30 June 2012, which issue was approved by shareholders at the annual general meeting held on 26 November 2009.

For the twelve months ending 30 June 2010, Peter Lionel Fleury Collins received an annual salary of directors fees totalling $43,600. In accordance with the recommendation of the Nominations and Remuneration Committee, it is expected that Peter will receive $43,600 for his services as a director for the twelve months ending 30 June 2011.

He has previously been issued an aggregate of 1,450,000 options (500,000 exercisable at $0.35 per option on or before 31 December 2008, which issue was approved by shareholders at the extraordinary general meeting of the Company held on 16 June 2004 (which have all lapsed unexercised); 500,000 exercisable at $0.75 per option on or before 30 June 2011, which issue was approved by shareholders at the annual general meeting held on 23 November 2006; 200,000 exercisable at $1.20 per option on or before 30 June 2013, which issue was approved by shareholders at the annual general meeting held on 25 November 2008; and 250,000 exercisable at $0.80 per option on or before 31 December 2013, which issue was approved by shareholders at the annual general meeting held on 26 November 2009).

For the twelve months ending 30 June 2010, Ian Courtney Junk received an annual salary of directors fees totalling $43,600. In accordance with the recommendation of the Nominations and Remuneration Committee, it is expected that Ian will receive $43,600 for his services as a director for the twelve months ending 30 June 2011.

He has previously been issued an aggregate of 1,450,000 options (500,000 exercisable at $0.35 per option on or before 31 December 2008 (250,000 of these options have since been exercised and the remainder lapsed without exercise), which issue was approved by shareholders at the extraordinary general meeting of the Company held on 16 June 2004; 500,000 exercisable at $0.75 per option on or before 30 June 2011, which issue was approved by shareholders at the annual general meeting held on 23 November 2006; 200,000 exercisable at $1.20 per option on or before 30 June 2013, which issue was approved by shareholders at the annual general meeting held on 25 November 2008; and 250,000 exercisable at $0.80 per option on or before 31 December 2013, which issue was approved by shareholders at the annual general meeting held on 26 November 2009).

For the twelve months ending June 30 2010, Steven Cole received an annual salary of directors fees totalling $54,125. In accordance with the recommendation of the Nominations and Remuneration Committee, it is expected that Steven will receive $54,125 for his services as a director for the twelve months ending 30 June 2011.

He has previously been issued an aggregate of 600,000 options (250,000 exercisable at $1.20 per option on or before 30 June 2013, which issue was approved by shareholders at the annual general meeting held on 25 November 2008; and 350,000 exercisable at $0.80

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per option on or before 31 December 2013, which issue was approved by shareholders at the annual general meeting held on 26 November 2009).

Further information on the Directors' remuneration can be found in the Remuneration Report for the financial year ended 30 June 2010 which is set out on pages 21-25 of the 2010 Annual Report.

6.8 Other information known to the Company

Other than as provided for in this Explanatory Statement, there is no other information known to the Company or any of its Directors that is reasonably required by shareholders in order to decide whether or not it is in the Company’s best interests to pass each of Resolutions 3, 4, 5, 6 and 7.

Comparative information

By way of further information for the benefit of shareholders, the following comparative information is presented. Set out below is a table of the existing shares and options of the Company held by Grantees and, for comparison, the new options to be issued and allotted pursuant to the proposed Resolutions 3 to 7 inclusive.

Director	Shares		Options currently held	Proposed options under Resolutions 3-7	Total % holding on fully diluted basis*
	Direct	Related Entity
Christopher John Reed	1,356,421	1,552,781	5,600,000	2,000,000	5.0%*
David John Reed	8,619,149	13,131,102	1,500,000	1,000,000	11.4%*
Peter Lionel Fleury Collins	285,705	Nil	950,000	250,000	0.7%*
Ian Courtney Junk	277,034	504,068	950,000	250,000	0.9%*
Steven Cole	Nil	17,034	600,000	500,000	0.5%*

*Assumes the options proposed to be granted in Resolutions 3 to 7 inclusive are granted, and all options

(including previously issued options) are exercised and no further securities are issued by the Company.

Number of Existing Options	Terms
2,700,000 1,800,000 1,850,000 2,450,000 4,500,000 3,150,000	Unlisted options at $0.75 each, expiry 30/06/2011 Unlisted options at $0.85 each, expiry 31/12/2012 Unlisted options at $1.20 each, expiry 30/06/2013 Unlisted options at $0.80 each, expiry 31/12/2013 Unlisted options at $0.80 each, expiry 30/06/2012 Unlisted options at $1.00 each, expiry 1/07/2013
Number of New Options
4,000,000	Unlisted options at $1.00 each, expiry 1/07/2012

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7. Ratification of share issues

Resolutions 8, 9 and 10: Ratification of share issues

On 18 December 2009, the Company announced that it had acquired the mining rights and legal interests in two tenements surrounding its Barrambie Vanadium Project from Mr Mark Clifton. As consideration for the acquisition, the Company issued 600,000 ordinary shares at an issue price of 59 cents per share to Landlife Corporation Pty Ltd, Mr Clifton’s company.

On 1 June 2010, the Company issued 4,011,431 ordinary shares to Kingsrose Mining Ltd as part of the consideration payable by the Company under the agreement reached by the Company with Kingsrose Mining Ltd to terminate the Farm-in and Joint Venture Agreement between them.

On 29 July 2010, the Company announced that it had placed 15 million fully paid ordinary shares at 50 cents per share to raise A$7.5 million before costs.

ASX Listing Rule 7.1 provides that, without the approval of the shareholders, the Company must not issue or agree to issue equity securities if those securities, when aggregated with the securities issued by the Company without approval and which were not subject to an exemption during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period (subject to certain rules and exemptions).

The issue and allotment of shares outlined in Resolutions 8, 9 and 10 does not exceed the 15% limit. However, ASX Listing Rules 7.1 and 7.4 provide that, where a company in general meeting ratifies an issue of equity securities, the issue will be treated as having been made with approval for the purpose of ASX Listing Rule 7.1, thereby enabling the company to issue further equity securities in the following 12 months without exceeding the 15% limitation.

Shareholder approval is sought so as to refresh the Company’s 15% equity security placement limit pursuant to ASX Listing Rule 7.1.

In order to satisfy ASX Listing Rule 7.4, Resolutions 8, 9 and 10 of the Notice of General Meeting propose the ratification of share issues described above, in order to comply with ASX Listing Rule 7.4.

For the purposes of ASX Listing Rule 7.5, the following further information is provided in relation to Resolutions 8, 9 and 10:

	Resolution 8	Resolution 9	Resolution 10
Number of securities issued	15,000,000 fully paid ordinary shares	4,011,431 fully paid ordinary shares	600,000 fully paid ordinary shares
Price at which the securities	$0.50 per share	$0.4986 per share	$0.59 per share

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were issued
Terms of the securities	The issued shares are fully paid ordinary shares on the same terms as existing fully paid ordinary shares on issue and ranking equally in all respects with the existing fully paid ordinary shares on issue	The issued shares are fully paid ordinary shares on the same terms as existing fully paid ordinary shares on issue and ranking equally in all respects with the existing fully paid ordinary shares on issue	The issued shares are fully paid ordinary shares on the same terms as existing fully paid ordinary shares on issue and ranking equally in all respects with the existing fully paid ordinary shares on issue
Names or basis on which the allotees were determined	The shares were issued to selected institutional and sophisticated investors who satisfied the definition contained in section 708(8) of the Corporations Act and the placement was facilitated by Patersons Securities Limited	Kingsrose Mining Ltd	Landlife Corporation Pty Ltd, a nominee of Mr Mark Noel Clifton
Intended use of the funds raised	The funds were raised: • to accelerate assessment of Lithium Carbonate downstream processing and by- product production; • to complete scoping studies for expansion and optimisation of the Barrambie Vanadium Study; • to complete detailed engineering for the refurbishment of the Nimbus Processing Plant; and • for drill test extensions and parallel repetitions of the Sand George lodes at the Comet Vale Project.	The shares were issued pursuant to the agreed termination arrangements for the Farm-in and Joint Venture Agreement with Kingsrose Mining Ltd.	The shares were issued as consideration for the acquisition of all of Mr Mark Noel Clifton’s rights under a Share Sale Agreement between Prime Minerals Ltd and Mr Clifton, which includes the equitable ownership of a 20% legal and beneficial share in any mining tenements over the ground the subject of exploration licence applications 57/658 and 57/659 and the benefit of a free carried interest.

Recommendation of Board

The Directors recommend that shareholders vote in favour of the resolutions to ratify the share issues described above.

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8. Adoption of Remuneration Report

Resolution 11: Adoption of Remuneration Report

The Remuneration Report for the financial year ended 30 June 2010 is set out on pages 21-25 of the 2010 Annual Report.

The Remuneration Report sets out the Company's remuneration arrangements for all Directors and certain other executives.

Section 250R (2) of the Corporations Act requires the Annual General Meeting to include a vote on the adoption of the Remuneration Report. Pursuant to section 250R (3) of the Corporations Act, the vote on the resolution is advisory only and does not bind the Directors or the Company.

Section 250SA of the Corporations Act requires that a reasonable opportunity be allowed to shareholders at the meeting to ask questions about, or make comments on, the Remuneration Report.

Recommendation of Board

The Directors recommend that shareholders vote in favour of the resolution to adopt the Remuneration Report. It is noted that each of the Directors has a conflict of interest in recommending that shareholders vote in favour of Resolution 11, as each Director has received, and continues to receive, remuneration as described in the Remuneration Report.

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APPENDIX 1 TERMS OF OPTIONS TO THE EXECUTIVE DIRECTORS

Please note that the terms below set out the general 'pro-forma' terms applicable to the options proposed to be granted to the Executive Directors. The terms below must be read in conjunction with section 6.3 of the Explanatory Statement, which summarises the exercise price, expiry date and vesting rules for these options.

General Terms and Conditions of Offer

[The following sets out the terms of the Options to be issued to [INSERT NAME]:

• (a) Subject to paragraph (b), there are no restrictions as to the time at which any or all the Options issued to [INSERT NAME] may be exercised, and exercise of the Options is at the sole discretion of [INSERT NAME].

• (b) Options may only be exercised when vested. Subject to [INSERT NAME]'s continued employment by the Company (or a related body corporate of the Company within the meaning of section 50 of the Corporations Act 2001 ), a portion of the Options will vest on each vesting date as indicated in the following table:

Proportion of Options	Vesting date
One half	on grant
One half	1 July 2011

• (c) For the avoidance of doubt, all vested Options may be exercised:

• (i) during any Bid Period (as defined in the Corporations Act); or

• (ii) at any time after an event in which a change of control of the Company has occurred; or

• (iii) on an application under section 411 of the Corporations Act 2001 (Cth), if a court orders a meeting to be held concerning a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company.

• (d) Options not exercised on or before 1 July 2012 will automatically lapse.

• (e) Options may only be exercised by notice in writing to the Board delivered to the registered office of the Company. The notice must specify the number of Options being exercised and must be accompanied by:

• (i) the exercise price for the number of Options specified in the notice; and

• (ii) the certificate for those Options (if one has been provided), 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).

• (f) All shares of the Company allotted upon exercise of Options rank pari passu in all respects with the fully paid ordinary shares of the Company previously issued and, in particular, shall have rights to participate fully in:

• (i) dividends declared by the Company after the date of allotment; and

• (ii) all issues of securities made or offered pro rata to holders of ordinary shares of the Company.

• (g) The shares issued pursuant to the Options only carry an entitlement to participate in new issues of securities to holders of ordinary shares if an Option has been exercised and those shares allotted in respect of the Option before the record date for determining entitlements to the issue.

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• (h) If there is a bonus share issue ( Bonus Issue ) to the existing holders of ordinary shares, the number of ordinary shares over which an Option is exercisable will be increased by the number of ordinary shares which [INSERT NAME] would have received if the Option had been exercised before the record date for the Bonus Issue ( Bonus shares ). The Bonus shares will be paid up by the Company out of the profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue and upon issue rank pari passu in all respects with the other shares of that class on issue at the date of the Bonus shares.

• (i) If there is a pro rata issue (other than a Bonus Issue) to the existing holders of ordinary shares during the currency of, and prior to the exercise of any Options, the exercise price of the Options will be adjusted in the manner provided for in the Listing Rules.

• (j) 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.]

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APPENDIX 2

TERMS OF OPTIONS TO THE NON-EXECUTIVE DIRECTORS

Please note that the terms below set out the general 'pro-forma' terms applicable to the options proposed to be granted to the Non-executive Directors. The terms below must be read in conjunction with section 6.3 of the Explanatory Statement, which summarises the exercise price and expiry date for these options.

General Terms and Conditions of Offer

[The following sets out the terms of the Options to be issued to [INSERT NAME]:

• (a) There are no restrictions as to the time at which any or all the Options issued to [INSERT NAME] may be exercised, and exercise of the Options is at the sole discretion of [INSERT NAME].

• (b) For the avoidance of doubt, all Options may be exercised:

• (i) during any Bid Period (as defined in the Corporations Act 2001 (Cth)); or

• (ii) at any time after an event in which a change of control of the Company has occurred; or

• (iii) on an application under section 411 of the Corporations Act 2001 (Cth), if a court orders a meeting to be held concerning a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company.

• (c) Options not exercised on or before 1 July 2012 will automatically lapse.

• (d) Options may only be exercised by notice in writing to the Board delivered to the registered office of the Company. The notice must specify the number of Options being exercised and must be accompanied by:

• (i) the exercise price for the number of Options specified in the notice; and

• (ii) the certificate for those Options (if one has been provided), 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).

• (e) All shares of the Company allotted upon exercise of Options rank pari passu in all respects with the fully paid ordinary shares of the Company previously issued and, in particular, shall have rights to participate fully in:

• (i) dividends declared by the Company after the date of allotment; and

• (ii) all issues of securities made or offered pro rata to holders of ordinary shares of the Company.

• (f) The shares issued pursuant to the Options only carry an entitlement to participate in new issues of securities to holders of ordinary shares if an Option has been exercised and those shares allotted in respect of the Option before the record date for determining entitlements to the issue.

• (g) If there is a bonus share issue ( Bonus Issue ) to the existing holders of ordinary shares, the number of ordinary shares over which an Option is exercisable will be increased by the number of ordinary shares which [INSERT NAME] would have received if the Option had been exercised before the record date for the Bonus Issue ( Bonus shares ). The Bonus shares will be paid up by the Company out of the profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue and upon issue rank pari passu in all respects with the other shares of that class on issue at the date of the Bonus shares.

• (h) If there is a pro rata issue (other than a Bonus Issue) to the existing holders of ordinary shares during the currency of, and prior to the exercise of any Options, the exercise price of the Options will be adjusted in the manner provided for in the Listing Rules.

• (i) 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.]

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Lodge your vote:

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

000001 000 RDR MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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Proxy Form

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For your vote to be effective it must be received by 3:00pm (WST) on Tuesday 23 November 2010

How to Vote on Items of Business

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

Appointment of Proxy

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.

A proxy need not be a securityholder of the Company.

Signing Instructions

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

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.

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Attending the Meeting

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".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Turn over to complete the form

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View the Annual Report:

www.reedresources.com

Update your securityholding, 24 hours a day, 7 days a week:

www.investorcentre.com

Your secure access information is:

SRN/HIN: I9999999999

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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

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

I 9999999999 I ND

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I9999999999
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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 their broker of any changes.

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Proxy Form

Please mark to indicate your directions

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Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Reed Resources Ltd hereby appoint

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

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the Chairman OR of the Meeting

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, as the proxy sees fit) at the Annual General Meeting of Reed Resources Ltd to be held at the Celtic Club, 48 Ord Street, West Perth on Thursday, 25 November 2010 at 3:00pm (WST) and at any adjournment of that meeting.

Important for Items 3 - 7: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Items 3 - 7 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Items 3 - 7 and your votes will not be counted in computing the required majority if a poll is called on these Items. The Chairman of the Meeting intends to vote undirected proxies in favour of Items 3 - 7 of business.

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I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Item and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.

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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.

Items of Business

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Resolution 1 Re-election of Director - Ian Courtney Junk	Resolution 7 Approval of proposed issue of options to Steven Cole Resolution 8 Ratification of Share Placement Resolution 9 Ratification of issue of shares to Kingsrose Mining Ltd Resolution 10 Ratification of issue of shares to Landlife Corporation Pty Ltd Resolution 11 Adoption of Remuneration Report	Resolution 7 Approval of proposed issue of options to Steven Cole
Resolution 2 Re-election of Director - Steven Cole
		Resolution 8 Ratification of Share Placement
Resolution 3 Approval of proposed issue of options to Christopher John Reed		Resolution 9 Ratification of issue of shares to Kingsrose Mining Ltd
		Resolution 10 Ratification of issue of shares to Landlife Corporation Pty Ltd
Resolution 4 Approval of proposed issue of options to David John Reed
		Resolution 11 Adoption of Remuneration Report
Resolution 5 Approval of proposed issue of options to Peter Lionel Fleury Collins
Resolution 6 Approval of proposed issue of options to Ian Courtney Junk

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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Signature of Securityholder(s) This section must be completed.

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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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9 9 9 9 9 9 A

R D R