NORWOOD SYSTEMS LIMITED — Proxy Solicitation & Information Statement 2012

Aug 6, 2012

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M O N T E R A Y M I N I N G G R O U P L T D A C N 0 6 2 9 5 9 5 4 0

NOTICE OF EXTRAORDINARY GENERAL MEETING

The Extraordinary General Meeting of the Company will be held at Level 3, 115 Pitt Street, Sydney New South Wales on 7 September 2012 at 2.30pm (EST).

This Notice of Extraordinary General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on (07) 5538 2558.

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MONTERAY MINING GROUP LTD

A C N 0 6 2 9 5 9 5 4 0

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the extraordinary general meeting of Shareholders of Monteray Mining Group Ltd ( Company ) will be held at Level 3, 115 Pitt Street, Sydney, New South Wales on 7 September 2012 at 2.30pm (EST) ( Meeting ).

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

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 5 September 2012 at 5pm (EST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

Agenda

1. Resolution 1 – Authorise Issue of Vema Securities

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

“That, subject to Resolution 2 being passed, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the issue of:

• (a) 2,850,000 Shares ( Vema Shares );

• (b) 2,000,000 Options ( Vema Options ), comprising:

• (i) 1,000,000 Class A Vema Options; and

• (ii) 1,000,000 Class B Vema Options;

• (c) 2,000,000 Performance Shares ( Vema Performance Shares ):

• (i) 1,000,000 Class A Performance Shares; and

• (ii) 1,000,000 Class B Performance Shares,

(together the " Vema Securities" )

to the Vema Vendors pursuant to the terms of the Vema Acquisition Agreement and on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person (and any associate of such a person) who may participate in the issue of the Vema Securities and a

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person (and any associate of such a person) who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

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

2. Resolution 2 – Approval of Performance Shares

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

"That, subject to Resolution 1 being passed, pursuant to and in accordance with section 246B(1) of the Corporations Act and clause 11.1 of the Constitution and for all other purposes, the Company be authorised to create two new classes of shares on the terms and conditions in Schedule 5 and in the Explanatory Memorandum ( Performance Shares ).”

3. Resolution 3 – Authorise Issue of Adviser Shares

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

"That, subject to Resolutions 1 and 2 being passed, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 150,000 Shares ( Adviser Shares ) to Celery Pty Ltd (or its nominee) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Celery Pty Ltd and anyone who might obtain a benefit, except a benefit solely in their capacity of a holder of ordinary securities, if the Resolution is passed and any associates of such persons.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

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

4. Resolution 4 – Authorise Issue of Eburnean Shares

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

as an ordinary resolution:

“That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the issue of 3,400,000 Shares ( Eburnean Shares )

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to the Eburnean Vendor pursuant to the terms of the Eburnean Acquisition Agreement and on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person (and any associate of such a person) who may participate in the issue of the Eburnean Shares and a person (and any associate of such a person) who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

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

5. Resolution 5 – Authorise Issue of Options to Proposed Director

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

“That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the issue of 1,000,000 Options ( Habets Options ) to Mr Andrew Habets on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person (and any associate of such a person) who may participate in the issue of the Habets Options and a person (and any associate of such a person) who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

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

Dated 6 August 2012

BY ORDER OF THE BOARD

Steven Cole

Company Secretary

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A C N 0 6 2 9 5 9 5 4 0

MONTERAY MINING GROUP LTD

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held at Level 3, 115 Pitt Street, Sydney, New South Wales on 7 September 2012 at 2.30pm (EST).

This Explanatory Memorandum should be read in conjunction with, and forms part of, the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2:	Action to be taken by Shareholders
Section 3	Background
Section 4:	Acquisition of Vema Resources Pty Ltd
Section 5:	Acquisition of Eburnean Resources Sarl
Section 6:	Resolution 1 – Authorise Issue of Vema Securities
Section 7:	Resolution 2 – Approval of Performance Shares
Section 8:	Resolution 3 – Authorise Issue of Adviser Shares
Section 9:	Resolution 4 – Authorise Issue of Eburnean Shares
Section 10:	Resolution 5 – Authorise Issue of Options to Proposed
	Director
Schedule 1:	Definitions
Schedule 2:	Details of Vema Tenements
Schedule 3:	Details of Eburnean Tenements
Schedule 4:	Terms and Conditions of the Vema Options
Schedule 5:	Terms and Conditions of the Vema Performance Shares

A Proxy Form is attached to the Notice.

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2. Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

3. Background

3.1 Vema Acquisition

The Company announced on 14 June 2011 that it has entered into a conditional agreement ( Vema Acquisition Agreement ) with the Vema Vendors to acquire the entire issued share capital of Vema Resources Pty Ltd ( Vema ) which has a 100% interest (through its wholly owned subsidiary Vema Resources Burkina SARL) in three gold exploration tenements covering approximately 416 square kilometres in central western Burkina Faso, West Africa ( Vema Tenements ).

The Directors believe the Vema Tenements offer the Company a significant opportunity to build its gold exploration portfolio given that no systematic exploration has been undertaken on the area covered by the tenements. The Vema Tenements represent an attractive opportunity for the Company to gain exposure to a large area of untested ground in a high quality exploration location.

Refer to the Company's announcements of 9 September 2011, 31 January 2012 and 26 April 2012 and Schedule 2 for further details of the Vema Tenements.

3.2

Eburnean Acquisition

The Company announced on 24 July 2012 that it has entered into a conditional agreement ( Eburnean Acquisition Agreement ) with the Eburnean Vendor to acquire the entire issued share capital of Eburnean Resources SARL ( Eburnean ) which has a 100% interest in two gold exploration tenements and has options to acquire a 100% interest in additional three gold explorations tenements which cover a total area of 762 square kilometres in central western Burkina Faso, West Africa ( Eburnean Tenements ).

Refer to the Company's announcement of 24 July 2012 and Schedule 3 for further details of the Eburnean Tenements.

4. Acquisition of Vema Resources Pty Ltd

4.1 Conditions Precedent

The Vema Acquisition Agreement is conditional upon and subject to a number of conditions. These conditions have been satisfied save for a condition which requires Shareholders to pass all resolutions under the Listing Rules, the Constitution and the Corporation Act to approve the transaction contemplated in the Vema Acquisition Agreement.

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Resolutions 1 and 2 seek the necessary approvals required in order to complete the Vema Acquisition Agreement.

The Vema Acquisition Agreement otherwise contains terms and conditions considered standard in an agreement of that type.

4.2 Consideration

Pursuant to the Vema Acquisition Agreement, the Company has agreed to provide to the Vema Vendors (or their nominees) the following consideration for the acquisition of the entire issued share capital of Vema:

• (a) $80,000 cash;

• (b) 2,850,000 Shares (being the Vema Shares);

• (c) 2,000,000 Vema Options comprising:

• (i) 1,000,000 Options exercisable at $0.30 each and expiry date that is three (3) years from the date of grant ( Class A Vema Options ); and

• (ii) 1,000,000 Options exercisable at $0.40 each and expiry date that is four (4) years from the date of grant ( Class B Vema Options ); and

• (d) 2,000,000 Vema Performance Shares comprising:

• (i) 1,000,000 Class A Performance Shares (refer to Schedule 5 for terms and conditions) which convert into 1,000,000 Shares upon the satisfaction of the Class A Milestone prior to the date that is five years after the date of issue ( Class A Performance Shares ); and

• (ii) 1,000,000 Class B Performance Shares (refer to Schedule 5 for terms and conditions) which convert into up to 1,000,000 Shares upon the satisfaction of Class B Milestone prior to the date that is five years after the date of issue ( Class A Performance Shares ).

5. Acquisition of Eburnean Resources SARL

5.1 Conditions Precedent

The obligation of the Company and the Eburnean Vendor to complete the sale and purchase of Eburnean is subject to and conditional upon:

• (a) the Company completing technical, financial and legal due diligence investigations in relation to Eburnean, the Eburnean Vendor and the Eburnean Tenements and being satisfied with the outcome of such investigations;

• (b) the parties obtaining all necessary consents and approval required by any government agency or the legislation of Burkina Faso for the change in control of Eburnean; and

• (c) Shareholders passing all resolutions as are required under the Listing Rules, the constitution of the Company and the Corporations Act to give effect to the transactions contemplated by the Eburnean Acquisition Agreement.

At the date of the Notice, the conditions in Sections 5.1(a), 5.1(b) and 5.1(c) above are expected to be completed before 30 September 2012.

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5.2 Consideration

Pursuant to the Eburnean Acquisition Agreement, the Company has agreed to provide to the Eburnean Vendor (or its nominees) the following consideration for the acquisition of the entire issued share capital of Eburnean:

• (a) $600,000 cash; and

• (b) 3,400,000 Shares (being the Eburnean Shares).

5.3 New Board Members

Upon settlement of the acquisition of Eburnean, the Company will appoint Mr Andrew Habets, as nominee of the Eburnean Vendor, to the Board.

Mr Habets has over 25 years' experience working as a geologist in new business development, project generation and field exploration. He has a multi-disciplinary background that supports an extensive knowledge of the natural resource industry and practical and hands-on approach that supports a full spectrum of the supply chain. Mr Habets has extensive experience operating in developing countries, interfacing with government and local authorities, joint venture partners and remote communities.

Mr Habets has strong entrepreneurial skills and project generation experience in over 40 countries which has led to the successful growth and expansion of resources for many of the companies with whom he has been involved. Professional qualifications and memberships: Fellow Royal Geographic Society, London; MAusIMM, Member Royal Society of Victoria; Member Society of Economic Geology.

It is proposed that, subject to Shareholder approval, Mr Habets will be granted 1,000,000 Options each with an exercise price of $0.25 and expiry date of 30 November 2016 (being the Habets Options). Resolution 5 seeks Shareholder approval for the issue of the Habets Options to Mr Habets (refer to Section 10).

6. Resolution 1 – Authorise Issue of Vema Securities

6.1 General

Resolution 1 seeks Shareholder approval under Listing Rule 7.1 to the issue of the:

• (a) Vema Shares;

• (b) Vema Options; and

• (c) Vema Performance Shares,

on the terms and conditions in this Explanatory Memorandum.

Resolution 1 is an ordinary resolution. Resolution 1 does not take effect unless Resolution

2 is also passed.

ASX has approved the terms of the Vema Performance Shares in accordance with Listing Rules 6.2.

6.2

Listing Rule 7.1

Listing Rule 7.1 requires Shareholder approval for the issue of the Vema Securities to the Vema Vendors. Listing Rule 7.1 provides that, subject to certain exceptions, Shareholder

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approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company’s securities then on issue.

Given the Vema Securities to be issued under Resolution 1 will exceed the balance of the 15% threshold and none of the exceptions contained in Listing Rule 7.2 apply, Shareholder approval is required in accordance with Listing Rule 7.3.

6.3 Specific Information Required by Listing Rule 7.3

For the purposes of Shareholder approval of the issue of the Vema Securities and the requirements of Listing Rule 7.3 information is provided as follows:

• (a) the maximum number of Vema Securities the Company intends to issue under Resolution 1 is:

• (i) 2,850,000 Shares;

• (ii) 2,000,000 Vema Options;

• (iii) 1,000,000 Class A Performance Shares; and

• (iv) 1,000,000 Class B Performance Shares;

• (b) the Company will issue and allot the Vema Securities no later than 3 months after the date of the Meeting (or such longer period of time as ASX may in its discretion allow);

• (c) the Vema Securities will be issued to the Vema Vendors (or their nominees), as part of the consideration for the acquisition of Vema and as such, no funds will be raised from the issue;

• (d) the Vema Securities will be issued to the Vema Vendors (or their nominees) as follows:

Vema Vendor (or nominee)	Vema Shares	Vema Options	Class A Performance Shares	Class B Performance Shares
Roberin PtyLtd	866,667	666,667	333,333	333,333
OssartHoldingsPtyLtd	866,667	666,667	333,333	333,333
Shane Lehmann ATF The Lehmann FamilyTrust	916,666	666,666	333,334	333,334
Westyield Pty Ltd ATF MRM FamilyTrust	50,000	Nil	Nil	Nil
Zongo Belemvire Micheline SidNoma	50,000	Nil	Nil	Nil
Toguyeni ArounaRemi	50,000	Nil	Nil	Nil
Bayili Paul Perre	50,000	Nil	Nil	Nil
Totals	2,850,000	2,000,000	1,000,000	1,000,000

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• (e) the terms of the Vema Securities to be issued pursuant to Resolution 1 are as follows:

• (i) the Vema Shares are fully paid ordinary shares and will rank equally in all respects with the Company’s existing Shares on issue;

• (ii) the Vema Options are Options to acquire fully paid ordinary shares in the Company on the following terms:

  • (A) 1,000,000 Options exercisable at $0.30 per share and expiring on the date that is three years after the date of grant; and

  • (B) 1,000,000 Options exercisable at $0.40 per share and expiring on the date that is four years after the date of grant.

Further terms and conditions of the Vema Options are in Schedule 4;

• (iii) the Class A Performance Shares (refer to Schedule 5 for terms and conditions) convert into fully paid ordinary shares upon the satisfaction of the Class A Milestone prior to the date that is five years after the date of issue; and

• (iv) the Class B Performance Shares (refer to Schedule 5 for terms and conditions) convert into fully paid ordinary shares upon the satisfaction of the Class B Milestone prior to the date that is five years after the date of issue.

• (f) the issue and allotment of the Vema Securities will occur progressively following the completion of the acquisition of Vema; and

• (g) a voting exclusion statement is included in the Notice.

7. Resolution 2 – Approval of Performance Shares

Resolution 2 seeks Shareholder approval to create the Vema Performance Shares as new classes of shares on the terms and conditions in Schedule 5.

The key terms of the Vema Performance Shares are as follows:

• (a) Conversion

Each Class A Performance Share and each Class B Performance Shares converts into one Share upon the satisfaction, prior to the relevant expiry date, of the relevant milestone. If prior to the relevant expiry date the relevant milestone is not satisfied, then the total number of the relevant class of Performance Shares will be converted into one Share.

• (b) Expiry Dates

The relevant expiry date is the date that is five years after the date of issue.

• (c) Milestones

The milestones for each class of Performance Shares are as follows:

• (i) the milestone for the Class A Performance Shares is Vema Resources Burkina SARL (being a wholly owned subsidiary of Vema) delineating a

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JORC indicated resource on any of the Tenements of >500,000 oz of Au of >1.5g/t Au (at 0.5g/t Au cut-off) ( Class A Milestone ); and

• (ii) the milestone for the Class B Performance Shares is Vema Resources Burkina SARL delineating a JORC indicated resource on any of the Tenements of >1,000,000 oz of Au of >1.5g/t Au (at 0.5g/t Au cut-off) ( Class B Milestone ).

• (d) Shares to be issued upon satisfaction of the milestones

Upon satisfaction of the Class A Milestone, each Class A Performance Share will convert into one Share. Upon satisfaction of the Class B Milestone, each Class B Performance Share will convert into one Share.

• (e) Change of Control

If prior to the expiry date of the Performance Shares a Change in Control Event (as defined in the terms and conditions of the Performance Shares) occurs then each Performance Share will convert into one Share provided that, the maximum number of any class of Performance Shares that can be converted into Shares and issued on a Change of Control Event must not exceed 10% of the issued Share capital of the Company (as at the date of the Change of Control). The conversion of Performance Shares on a Change of Control Event is also subject to the takeover provisions in the terms and conditions of the Performance Shares.

• (f) Milestone not achieved by expiry date

If a milestone for any class of Performance Shares is not satisfied by the relevant expiry date, then all of the Performance Shares in that class will be consolidated and convert into one Share.

Under clause 2.1 of the Constitution the allotment and issue of shares is under the control of the Directors. Subject to the Corporations Act and the Listing Rules, under clause 2.1(c) of the Constitution the Directors may issue shares with any preferential, deferred or special rights, privileges or conditions or with any restrictions (whether in regard to dividend, voting, return of share capital or otherwise) as the Directors determine.

Section 246C(5) of the Corporations Act provides that if a company has one class of share and seeks to issue a new class of share, such issue is taken to vary the rights attached to the shares already issued.

Under section 246B(1) of the Corporations Act, if a company has a constitution which sets out the procedure for varying or cancelling (in the case of a company with share capital) rights attached to shares in a class of shares, those rights may be varied or cancelled only in accordance with that procedure.

In accordance with clause 11.1 of the Constitution, all or any of the rights and privileges attached to any class of shares (unless otherwise provided by the terms of issue of the Shares of that class) may be varied or cancelled with:

• (a) the consent in writing of the holders of at least 75% of the Shares issued in that class; or

• (b) with the sanction of a special resolution passed at a meeting of holders of the shares of that class.

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Accordingly, the Company seeks approval from Shareholders for the issue of the Performance Shares as a new class of shares on the terms set out in Schedule 5.

Resolution 2 is a special resolution and requires approval of 75% of the votes cast by Shareholders. Resolution 2 will not take effect unless Resolution 1 is also passed.

8. Resolution 3 – Authorise Issue of Adviser Shares

8.1 General

As announced on 14 June 2011, the Company is proposing to issue 150,000 Shares to parties who assisted in facilitating the acquisition of Vema. Celery Pty Ltd ( Celery ) introduced Vema to the Company and assisted with the transmission of data and the negotiation of the commercial terms of the Vema Acquisition Agreement.

Resolution 3 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of the Adviser Shares to Celery (or its nominee).

Shareholder approval of the issue of the Adviser Shares means that this issue will not reduce the Company's 15% placement capacity under Listing Rule 7.1.

Resolution 3 is an ordinary resolution. Resolution 3 will not take effect unless Resolutions 1 and 2 are also passed.

8.2 Specific information required by Listing Rule 7.3

For the purposes of Shareholder approval of the issue of the Adviser Shares and the requirements of Listing Rules 7.3 information is provided as follows:

• (a) the maximum number of Shares the Company intends to issue under Resolution 3 is 150,000 Shares;

• (b) the Company will issue and allot the Adviser Shares no later than 3 months after the date of the Meeting (or such longer period of time as ASX may in its discretion allow);

• (c) the Adviser Shares will be issued to Celery (or its nominee) in consideration for assisting in facilitating the acquisition of Vema and advising the Company and as such, no funds will be raised from the issue of the Adviser Shares;

• (d) the Adviser Shares are fully paid ordinary shares and will rank equally in all respects with the Company’s existing Shares on issue;

• (e) the allotment of the Adviser Shares will occur progressively following the completion of the acquisition of Vema; and

• (f) a voting exclusion statement is included in the Notice.

9. Resolution 4 – Authorise Issue of Eburnean Shares

9.1 General

Resolution 4 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of the Eburnean Shares to the Eburnean Vendor (or its nominee).

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Shareholder approval of the issue of the Eburnean Shares means that this issue will not reduce the Company's 15% placement capacity under Listing Rule 7.1.

Resolution 4 is an ordinary resolution.

9.2

Specific information required by Listing Rule 7.3

For the purposes of Shareholder approval of the issue of the Eburnean Shares and the requirements of Listing Rules 7.3 information is provided as follows:

• (a) the maximum number of Shares the Company intends to issue under Resolution 4 is 3,400,000 Shares;

• (b) the Company will issue and allot the Eburnean Shares no later than 3 months after the date of the Meeting (or such longer period of time as ASX may in its discretion allow);

• (c) the Eburnean Shares will be issued to the Eburnean Vendor (or its nominee), as part of the consideration for the acquisition of Eburnean and as such, no funds will be raised from the issue;

• (d) the Eburnean Shares are fully paid ordinary shares and will rank equally in all respects with the Company’s existing Shares on issue;

• (e) the allotment of the Eburnean Shares will occur progressively following the completion of the acquisition of Eburnean; and

• (f) a voting exclusion statement is included in the Notice.

10. Resolution 5 – Authorise Issue of Options to Proposed Director

10.1 General

Resolution 5 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of the Habet Options to Mr Andrew Habets (or his nominee).

Shareholder approval of the issue of the Habets Options means that this issue will not reduce the Company's 15% placement capacity under Listing Rule 7.1.

Resolution 5 is an ordinary resolution.

Note that Shareholder approval is not being sought for the purposes of Listing Rule 10.11 for the issue of Habets Options to Mr Habets (or his nominee) as it is the view of the Directors that Listing Rule 10.12 Exception 6 applies in the current circumstances.

10.2

Specific information required by Listing Rule 7.3

For the purposes of Shareholder approval of the issue of the Habets Options and the requirements of Listing Rules 7.3 information is provided as follows:

• (a) the maximum number of Options the Company intends to issue under Resolution 5 is 1,000,000 Options;

• (b) the Company will issue and allot the Habets Options no later than 3 months after the date of the Meeting (or such longer period of time as ASX may in its discretion allow);

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• (c) the Habets Options will be issued to Mr. Andrew Habets (or his nominee);

• (d) each Habets Option entitles the holder to subscribe for one (1) Share at an exercise price of $0.25 on or before 30 November 2016. The Shares issued upon exercise of the Habet Options will rank pari passu with the Company’s existing Shares on issue. Further terms and conditions of the Habets Options are in Schedule 6;

• (e) no funds will be raised by the grant of the Habets Options as each Habets Option is being granted for nil cash consideration;

• (f) the allotment of the Habets Options will occur progressively following the completion of the acquisition of Eburnean; and

• (g) a voting exclusion statement is included in the Notice.

Schedule 1 - Definitions

In the Notice and this Explanatory Memorandum:

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited ACN 009 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

Board means the board of Directors.

Vema Tenements has the meaning given in Section 3.1.

Class A Milestone has the meaning given in Section 7.

Class A Performance Share has the meaning given in Section 4.2 and has the terms and conditions detailed in Part 1 of Schedule 5.

Class A Vema Options has the meaning given in Section 4.2 and has the terms and conditions detailed in Schedule 4.

Class B Milestone has the meaning given in Section 7.

Class B Performance Share has the meaning given in Section 4.2 and has the terms and conditions detailed in Part 2 of Schedule 5.

Class B Vema Options has the meaning given in Section 4.2 and has the terms and conditions detailed in Schedule 4.

Company means Monteray Mining Group Ltd ACN 062 959 540.

Constitution means the Constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Dollar or $ means Australian dollar.

Eburnean has the meaning given in Section 3.2.

Eburnean Acquisition Agreement has the meaning given in Section 3.2.

Eburnean Tenements has the meaning given in Section 3.2.

Eburnean Shares has the meaning given in Resolution 4.

Eburnean Vendor means Eburnean Resources Ltd, a company registered in the British Virgin Islands.

EST means Eastern Standard Time, being the time in Sydney, NSW.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Habets Options has the meaning given in Resolution 5 and has the terms and conditions detailed in Schedule 6.

Listing Rules means the listing rules of ASX.

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Meeting has the meaning given in the introductory paragraph of the Notice.

Notice means the notice of meeting.

Option means an option to acquire a Share.

Performance Shares has the meaning given in Resolution 2.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in the Notice.

Schedule means a schedule to the Notice.

Section means a section of the Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

Vema means Vema Resources Pty Ltd ACN 146 932 247.

Vema Acquisition Agreement has the meaning given in Section 3.1.

Vema Options means has the meaning given in Resolution 1.

Vema Performance Shares has the meaning given in Resolution 1.

Vema Securities has the meaning given in Resolution 1.

Vema Shares has the meaning given in Resolution 1.

Vema Tenements has the meaning given in Section 3.1.

Vema Vendors mean the following:

• (a) Roberin Pty Ltd (ACN 125 457 089);

• (b) Ossart Holdings Pty Ltd (ACN 073 894 087); and

• (c) Shane Lehmann as trustee for the Lehmann Family Trust.

In the Notice and this Explanatory Memorandum, words importing the singular include the plural and vice versa.

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Schedule 2 – Details of the Vema Tenements

The Vema Tenements cover 416 km2 of highly prospective ground in central western Burkina Faso, West Africa. The area of the Vema Tenements covers the western extremity of the Houndé greenstone belt abutting the Taoudéni Basin (see Figure 1).

==> picture [379 x 293] intentionally omitted <==

Figure 1 – Project location map showing Vema’s permits located in central western Burkina Faso.

The Vema Tenements are located approximately 230 km to the west of the capital Ouagadougou. The Vema Tenements are reached by the main road west to Dedougou which is predominantly bituminised. The Vema Tenements are readily accessible by 4WD tracks with little or no difficulty.

No artisanal mining was found in the areas visited. The land is flat-lying and the predominant activity is farming. Most of the Vema Tenements area is a fertile flood plain covered with seasonal crops. Occasional laterite outcrops form small mounds. All the flat areas are covered with fertile alluvial material.

There are numerous small villages on the 3 permits. The villages are traditional, made of mud bricks. There is a communal well in each village; the depth to water table is usually six to eight metres.

The Vema Tenements are located north north-east of Wona and Nyafe mineral deposits (Semafo – Mana gold mine) and is associated with a shear zone and volcanic-sedimentary rocks interface. Sotuba sandstones with laterite hard cap represent the main part of sedimentary rocks. Granites and schists of the base Birimian Greenstone belt are also present on the eastern part of the project, with remains of the hard laterite cap.

At Kari, on the outcropping laterite hard cap, there are many small blocks and pebbles of quartz suggesting the presence of quartz veining in the vicinity. Despite the lack of artisanal workings, and considering the existence of an important shear zone, the Company believes that there is potential for new gold discoveries beneath the laterite and thin alluvial cover.

17

Schedule 3 – Details of the Eburnean Tenements

The Eburnean Tenements comprise of two tenements which are 100% owned by Eburnean and three permits subject to options whereby Eburnean has the options to acquire a 100% interest in them. The Eburnean Tenements cover an area of 762km[2] and are all located in areas of potentially significant recent discoveries and mine development. Artisanal activity is present on all permits.

==> picture [437 x 301] intentionally omitted <==

Figure 1: Burkina Faso map showing locations of the Eburnean Tenements to be acquired. Shows proximity to Vema permits – Kara, Tigan and Bouna

Further details of the Eburnean Tenements are as follows:

		Size **km2 **	Date Granted	Renewable to
Tenements	Location				Status	NRI %
Bilakongo	Mana	71	18/01/2011	18/01/2020	Eburnean 100%
					Option to purchase 100%
Kana	Mana	116	9/12/2009	9/12/2018		1.50%
					Option to purchase 100%
Pepin	Bissa	250	13/10/2011	13/10/2020		1.00%
					Option to purchase 100%
Guimba	Bissa	250	27/05/2011	27/05/2020		1.00%
Dobokuy	Banfora	75	18/01/2011	18/01/2020	Eburnean 100%
TOTAL AREA
		762

The Kana and Bilakongo permits represent an opportunity along dilational jogs and splays off the Mana Shear Zone. Lithostructural and regolith mapping has been completed. An 800 x 100 metre regional soil sampling program has recently been completed by Eburnean geologists. Anomalies coincide with N-S breaks truncated by NE-SW shears and are easy to follow up.

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The Pepin and Guimba Permits lie adjacent to permits of intense exploration and resource development (High River Gold and Cluff Mining). Development of three further deposits in the immediate region is imminent. Long geological structures, and the contacts between clastic sediments and mafic volcanics, provide excellent opportunities for further gold discoveries. Abundant artisanal workings on the permits are concentrated along the Sabcé shear zone. No previous exploration has been carried out on these permits.

The Dobokuy Permit is set within a highly active major shear corridor of a Birimian greenstone belt, currently hosting over 25 advanced assets of various companies. No previous exploration has been carried out on this permit. Completed regional soil geochemistry by Eburnean geologists has outlined broad anomalies up to 3km in length, coinciding with structural traps and contacts between basalts and andesitic units. The region represents a significant opportunity for gold and VMS style discoveries.

Refer to the Company's ASX announcement of 24 July 2012 for further details of the Eburnean Tenements.

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Schedule 4 – Terms and Conditions of the Vema Options

The following terms and conditions apply to each of the Vema Options:

1. The exercise price of each Class A Vema Option is $0.30 and of each Class B Vema Option is $0.40 (each being the Exercise Price for the purposes of this Schedule).

2. The Class A Vema Options are exercisable at any time on or before the date that is 3 years after the date of grant and the Class B Vema Options are exercisable at any time on or before the date that is 4 years after the date of grant.

3. Each Vema Option exercised will entitle the holder to one fully paid ordinary Share in the capital of the Company.

4. The notice attached to the certificate has to be completed when exercising the Vema Options ( Notice of Exercise ).

5. All Shares issued upon exercise of the Vema Options will rank pari passu in all respects with the Company's then existing Shares.

7. Within 5 Business Days after the later of the following:

8. (a) receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Vema Option being exercised by the Company if the Company is not in possession of excluded information (as defined in section 708A(7) of the Corporations Act); and

9. (b) the date the Company ceases to be in possession of excluded information in respect to the Company (if any) following the receipt of the Notice of Exercise and payment of the Exercise Price for each Vema Option being exercise by the Company,

the Company will:

• (c) allot and issue the Shares pursuant to the exercise of the Vema Options;

• (d) give ASX a notice that complies with section 708A (5) (e) of the Corporations Act or lodge a prospectus with ASIC that qualifies the Shares for re-sale under section 708A (11) of the Corporations Act; and

• (e) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Vema Options.

• The holder of Vema Options cannot participate in new issues of securities to holders of Shares unless the Vema Options have been exercised and the Shares have been allotted and registered in respect of the Vema Options before the record date for determining entitlements to the issue. The Company must give notice to the holder of the Vema Options of any new issue before the record date for determining entitlements to the issue in accordance with the Listing Rules. Vema Options can only be exercised in accordance with these terms and conditions.

• If the Company makes a pro rata bonus issue of Shares to holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Shares have been allotted and registered in respect of the exercise of Vema Options before the record date for determining entitlements to the bonus issue, then the number of Shares or other securities for which the holder of the Vema Options is entitled to subscribe on exercise of the Vema Options is increased by the number of Shares or other securities that the holder of the Vema Options would have received if the Vema Options

20

had been exercised before the record date for the bonus issue. No change will be made to the Exercise Price.

1. 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 exercise price of a Vema Option shall be reduced according to the following formula:

New Exercise Price = O - E [P-(S+D)]

N+1

• O

• = the old Exercise Price of the Vema Option.

• E

• = the number of underlying Shares into which one Vema Option is exercisable.

• P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

• S

• = the subscription price of a Share under the pro rata issue.

• D

• = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).

• N

• = the number of Shares with rights or entitlements that must be held to receive a right to one new Share.

• In the event of any reorganisation of the issued ordinary capital of the Company (including consolidation, subdivision, reduction or return) the number of Shares attaching to each Vema Option or the Exercise Price of a Vema Option or both will be reorganised in the manner as specified in the Listing Rules at the time of the reorganisation.

• Subject to paragraphs 8, 9 and 10, the Exercise Price and the number of Shares to be issued on the exercise of Vema Options will not change in the event of a new issue of securities by the Company.

• The Company will give notice to each holder of the Vema Options of any adjustment to the number of Shares which the holder of the Vema Options is entitled to subscribe for or be issued on exercise of a Vema Option or the Exercise Price of a Vema Option in accordance with the Listing Rules at that time.

• Vema Options will be non-transferrable.

• Application will not be made for the official quotation on ASX of the Vema Options.

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Schedule 5 – Terms and Conditions of the Performance Shares

The terms of the Class A Performance Shares and Class B Performance Shares are as follows:

Part 1 – Class A Performance Shares

1. Rights attaching to the Class A Performance Shares

• (a) ( Class A Performance Shares ) Each Class A Performance Share is a share in the capital of Monteray Mining Group Ltd ( MMG ).

• (b) ( General Meetings ) The Class A Performance Shares shall confer on the holder ( Holder ) the right to receive notices of general meetings and financial reports and accounts of MMG that are circulated to shareholders. Holders have the right to attend general meetings of shareholders of MMG.

• (c) ( No Voting Rights ) The Class A Performance Shares does not entitle the Holder to vote on any resolutions proposed at a general meeting of shareholders of MMG.

• (d) ( No Dividend Rights ) The Class A Performance Shares does not entitle the Holder to any dividends.

• (e) ( Rights on Winding Up ) Upon winding up of MMG, the Class A Performance Shares may not participate in the surplus profits or assets of MMG, unless and only to the extent that each Class A Performance Share has converted into a Share.

• (f) ( Not Transferable ) The Class A Performance Shares are not transferable.

• (g) ( Reorganisation of Capital ) If at any time the issued capital of MMG is reconstructed, all rights of a Holder will be changed to the extent necessary to comply with the applicable Listing Rules at the time of reorganisation.

• (h) ( Application to ASX ) The Class A Performance Shares will not be quoted on ASX. However, upon conversion of the Class A Performance Shares into fully paid ordinary shares ( Shares ), MMG must within seven (7) days after the conversion, apply for the official quotation of the Shares arising from the conversion on ASX.

• (i) ( Participation in Entitlements and Bonus Issues ) Holders of Class A Performance Shares will not be entitled to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.

• (j) ( Amendments required by ASX ) The terms of the Class A Performance Shares may be amended as necessary by the directors of MMG in order to comply with the Listing Rules, or any directions of ASX regarding the terms.

• (k) ( No Other Rights ) The Class A Performance Shares give the Holders no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

• Conversion of the Class A Performance Shares

• (a) ( Conversion on achievement of Milestone ) The Class A Performance Shares will convert into Shares (on a one for one basis) upon Vema Resources Burkina

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SARL delineating a JORC indicated resource on any of the Licences of >500,000 oz of Au of >1.5g/t Au (at 0.5g/t Au cut-off) within 5 years of issue ( Milestone ).

(b) ( Conversion on Change in Control )

• (i) Subject to clause 2(b) (ii) and 2(c), if prior to the Expiry Date of the Class A Performance Shares a Change in Control Event occurs then each Class A Performance Share will convert into one (1) Share.

• (ii) The maximum number of Class A Performance Shares that can be converted into Shares and issued under this clause 2 on a Change of Control Event must not exceed 10% of the issued Share capital of MMG (as at the date of the Change of Control). MMG shall ensure a pro-rata allocation of Shares issued under this clause 2 to all holders of the Class A Performance Shares. Class A Performance Shares that are not converted into Shares will continue to be held by the holder on the same terms and conditions.

(c)

(Takeover Provisions)

• (i) If the conversion of the Class A Performance Shares (or part thereof) under clauses 2(a) or 2(b) would result in any person being in contravention of section 606(1) of the Corporations Act ( Section 606(1) ) then the conversion of each Class A Performance Share that would cause the contravention shall be deferred until such time or times thereafter that the conversion would not result in a contravention of Section 606(1).

• (ii) The Class A Performance Holders shall give notification to MMG in writing if they consider that the conversion of the Class A Performance Shares (or part thereof) under clauses 2(a) or 2(b) may result in the contravention of Section 606(1) failing which MMG shall assume that the conversion of the Class A Performance Shares (or part thereof) under clauses 2(a) or 2(b) will not result in any person being in contravention of Section 606(1).

• (iii) MMG may (but is not obliged to) by written notice request the Performance Holders to give notification to MMG in writing within seven (7) days if they consider that the conversion of the Class A Performance Shares (or part thereof) under clauses 2(a) or 2(b) may result in the contravention of Section 606(1). If the Class A Performance Holders do not give notification to MMG within seven (7) days that they consider the conversion of the Class A Performance Shares (or part thereof) under clauses 2(a) or 2(b) may result in the contravention of Section 606(1) then MMG shall assume that the conversion of the Class A Performance Shares (or part thereof) under clauses 2(a) or 2(b) will not result in any person being in contravention of Section 606(1).

• (d) ( Redemption if Milestone not Achieved ) If the Milestone (in respect to the Class B Performance Shares) is not achieved by the Expiry Date, then the Class A Performance Shares held by the Holder will automatically convert into one (1) Share (in total).

• (e) ( Conversion Procedure ) MMG will issue the Holder with a new holding statement for the Shares as soon as practicable following the conversion of the Class A Performance Shares into Shares in accordance with clause 2(a).

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• (f) ( Ranking of Shares ) The Shares into which the Class A Performance Shares will convert will rank pari passu in all respects with existing Shares.

Part 2 – Class B Performance Shares

1. Rights attaching to the Class B Performance Shares

• (a) ( Class B Performance Shares ) Each Class B Performance Share is a share in the capital of Monteray Mining Group Ltd ( MMG ).

• (b) ( General Meetings ) The Class B Performance Shares shall confer on the holder ( Holder ) the right to receive notices of general meetings and financial reports and accounts of MMG that are circulated to shareholders. Holders have the right to attend general meetings of shareholders of MMG.

• (c) ( No Voting Rights ) The Class B Performance Shares do not entitle the Holder to vote on any resolutions proposed at a general meeting of shareholders of MMG.

• (d) ( No Dividend Rights ) The Class B Performance Shares do not entitle the Holder to any dividends.

• (e) ( Rights on Winding Up ) Upon winding up of MMG, the Class B Performance Shares may not participate in the surplus profits or assets of the MMG, unless and only to the extent that each Class B Performance Share has converted into a Share.

• (f) ( Not Transferable ) The Class B Performance Shares are not transferable.

• (g) ( Reorganisation of Capital ) If at any time the issued capital of MMG is reconstructed, all rights of a Holder will be changed to the extent necessary to comply with the applicable Listing Rules at the time of reorganisation.

• (h) ( Application to ASX ) The Class B Performance Shares will not be quoted on ASX. However, upon conversion of the Class B Performance Shares into fully paid ordinary shares ( Shares ), MMG must within seven (7) days after the conversion, apply for the official quotation of the Shares arising from the conversion on ASX.

• (i) ( Participation in Entitlements and Bonus Issues ) Holders of Class B Performance Shares will not be entitled to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.

• (j) ( Amendments required by ASX ) The terms of the Class B Performance Shares may be amended as necessary by the directors of MMG in order to comply with the Listing Rules, or any directions of ASX regarding the terms.

• (k) ( No Other Rights ) The Class B Performance Shares give the Holders no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

• Conversion of the Class B Performance Shares

• (a) ( Conversion on achievement of Milestone ) The Class B Performance Shares will convert into Shares (on a one for one basis) upon Vema Resources Burkina SARL delineating a JORC indicated resource on any of the Licences of >1,000,000 Moz of Au of >1.5g/t Au (at 0.5g/t Au cut-off) within 5 years of issue ( Milestone ).

24

(b) ( Conversion on Change in Control )

• (i) Subject to clause 4(b) (ii) and 4(c), if prior to the Expiry Date of the Class B Performance Shares a Change in Control Event occurs then each Class B Performance Share will convert into one (1) Share.

• (ii) The maximum number of Class B Performance Shares that can be converted into Shares and issued under this clause 4 on a Change of Control Event must not exceed 10% of the issued Share capital of MMG (as at the date of the Change of Control). MMG shall ensure a pro-rata allocation of Shares issued under this clause 4 to all holders of the Class B Performance Shares. Class B Performance Shares that are not converted into Shares will continue to be held by the holder on the same terms and conditions.

• (c) (Takeover Provisions)

• (i) If the conversion of the Class B Performance Shares (or part thereof) under clauses 4(a) or 4(b) would result in any person being in contravention of Section 606(1) then the conversion of each Class B Performance Share that would cause the contravention shall be deferred until such time or times thereafter that the conversion would not result in a contravention of Section 606(1).

• (ii) The Class B Performance Holders shall give notification to MMG in writing if they consider that the conversion of the Class B Performance Shares (or part thereof) under clauses 4(a) or 4(b) may result in the contravention of Section 606(1) failing which MMG shall assume that the conversion of the Class B Performance Shares (or part thereof) under clauses 4(a) or 4(b) will not result in any person being in contravention of Section 606(1).

• (iii) MMG may (but is not obliged to) by written notice request the Performance Holders to give notification to MMG in writing within seven (7) days if they consider that the conversion of the Class B Performance Shares (or part thereof) under clauses 4(a) or 4(b) may result in the contravention of Section 606(1). If the Class B Performance Holders do not give notification to MMG within seven (7) days that they consider the conversion of the Class B Performance Shares (or part thereof) under clauses 4(a) or 4(b) may result in the contravention of Section 606(1) then MMG shall assume that the conversion of the Class B Performance Shares (or part thereof) under clauses 4(a) or 4(b) will not result in any person being in contravention of Section 606(1).

• (d) ( Redemption if Milestone not Achieved ) If the Milestone (in respect to the Class B Performance Shares) is not achieved by the Expiry Date, then the Class B Performance Shares held by the Holder will automatically convert into one (1) Share (in total).

• (e) ( Conversion Procedure ) MMG will issue the Holder with a new holding statement for the Shares as soon as practicable following the conversion of the Class B Performance Shares into Shares in accordance with clause 4(a).

• (f) ( Ranking of Shares ) The Shares into which the Class B Performance Shares will convert will rank pari passu in all respects with existing Shares.

Definitions:

25

Change in Control Event means the occurrence of:

• (g) the offeror under a takeover offer in respect of all Shares announcing that it has achieved acceptances in respect of 50.1% or more of the Shares; and

• (h) that takeover bid has become unconditional; or

• (i) the announcement by MMG that shareholders of MMG have at a court convened meeting of shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all Shares are to be either:

• (i) cancelled; or

• (ii) transferred to a third party; and

• (iii) the court, by order, approves the proposed scheme of arrangement.

• Expiry Date means the date that is 5 years after the date of grant.

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Schedule 6 – Terms and Conditions of the Habets Options

The following terms and conditions apply to each of the Habets Options:

1. The exercise price of each Habets Option is $0.25 (' Exercise Price' for the purposes of this Schedule).

2. The Habets Options are exercisable at any time on or before 30 November 2016.

3. Each Habets Option exercised will entitle the holder to one fully paid ordinary Share in the capital of the Company.

4. The notice attached to the certificate has to be completed when exercising the Habets Options ( Notice of Exercise ).

5. All Shares issued upon exercise of the Habets Options will rank pari passu in all respects with the Company's then existing Shares.

6. Within 5 Business Days after the later of the following:

7. (f) receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Habets Option being exercised by the Company if the Company is not in possession of excluded information (as defined in section 708A(7) of the Corporations Act); and

8. (g) the date the Company ceases to be in possession of excluded information in respect to the Company (if any) following the receipt of the Notice of Exercise and payment of the Exercise Price for each Habets Option being exercise by the Company,

the Company will:

• (h) allot and issue the Shares pursuant to the exercise of the Habets Options;

• (i) give ASX a notice that complies with section 708A (5) (e) of the Corporations Act or lodge a prospectus with ASIC that qualifies the Shares for re-sale under section 708A (11) of the Corporations Act; and

• (j) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Habets Options.

• The holder of Habets Options cannot participate in new issues of securities to holders of Shares unless the Habets Options have been exercised and the Shares have been allotted and registered in respect of the Habets Options before the record date for determining entitlements to the issue. The Company must give notice to the holder of the Habets Options of any new issue before the record date for determining entitlements to the issue in accordance with the Listing Rules. Habets Options can only be exercised in accordance with these terms and conditions.

• If the Company makes a pro rata bonus issue of Shares to holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Shares have been allotted and registered in respect of the exercise of Habets Options before the record date for determining entitlements to the bonus issue, then the number of Shares or other securities for which the holder of the Habets Options is entitled to subscribe on exercise of the Habets Options is increased by the number of Shares or other securities that the holder of the Habets Options would have received if the Habets Options had been exercised before the record date for the bonus issue. No change will be made to the Exercise Price.

27

1. 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 exercise price of a Habets Option shall be reduced according to the following formula:

New Exercise Price = O - E [P-(S+D)] N+1

• O

• = the old Exercise Price of the Habets Option.

• E

• = the number of underlying Shares into which one Habets Option is exercisable.

• P

• = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

• S

• = the subscription price of a Share under the pro rata issue.

• D

• = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).

• N

• = the number of Shares with rights or entitlements that must be held to receive a right to one new Share.

• In the event of any reorganisation of the issued ordinary capital of the Company (including consolidation, subdivision, reduction or return) the number of Shares attaching to each Habets Option or the Exercise Price of a Habets Option or both will be reorganised in the manner as specified in the Listing Rules at the time of the reorganisation.

• Subject to paragraphs 8, 9 and 10, the Exercise Price and the number of Shares to be issued on the exercise of Habets Options will not change in the event of a new issue of securities by the Company.

• The Company will give notice to each holder of the Habets Options of any adjustment to the number of Shares which the holder of the Habets Options is entitled to subscribe for or be issued on exercise of a Habets Option or the Exercise Price of a Habets Option in accordance with the Listing Rules at that time.

• Habets Options will be non-transferrable.

• Application will not be made for the official quotation on ASX of the Habets Options.

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ACN 062 959 540

MONTERAY MINING GROUP LTD

PROXY FORM

The Company Secretary Monteray Mining Group Ltd

By delivery: By post: Level 18, 50 Cavill Avenue, PO Box 40 Surfers Paradise Qld 4217 Surfers Paradise Qld 4217

By facsimile: (07) 5526 8922

I/We[1] ________________

of _____________

being a Shareholder/Shareholders of the Company and entitled to __________

votes in the Company, hereby appoint[2 ] _____________

or failing such appointment the Chairman of the extraordinary general meeting as my/our proxy to vote for me/us on my/our behalf at the extraordinary general meeting of the Company to be held at Level 3, 115 Pitt Street, Sydney, New South Wales on 7 September 2012 at 2.30pm and at any adjournment thereof in the manner indicated below or, in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion or number of votes that this proxy is authorised to exercise is * [ ]% of the Shareholder's votes*/ [ ] of the Shareholder's votes. (An additional Proxy Form will be supplied by the Company, on request).

Instructions as to Voting on Resolutions

Important:

The Chairman of the meeting intends to vote undirected proxies in favour of all of the Resolutions.

The proxy is to vote for or against the Resolutions referred to in the Notice as follows:

For Against Abstain

Resolution	1	Authorise Issue of Vema Securities
Resolution	2	Approval of Performance Shares
Resolution	3	Authorise Issue of Adviser Shares
Resolution	4	Authorise Issue of Eburnean Shares
Resolution	5	Authorise Issue of Options to Proposed Director

Authorised signature/s This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented.

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary ____ ____ _____ Contact Name Contact Daytime Telephone Date 1Insert name and address of Shareholder 2 Insert name and address of proxy *Omit if not applicable

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Proxy Notes:

A Shareholder entitled to attend and vote at the extraordinary general meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that extraordinary general meeting. If the Shareholder is entitled to cast 2 or more votes at the extraordinary general meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder's proxy to attend and vote for the Shareholder at that extraordinary general meeting, the representative of the body corporate to attend the extraordinary general meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company's share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it. Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the extraordinary general meeting the appropriate 'Certificate of Appointment of Representative' should be produced prior to admission. A form of the certificate may be obtained from the Company's Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the office of the Company (07) 5526 8922 if faxed from within Australia or +61 7 5526 8922 if faxed from outside Australia not less than 48 hours prior to the time of commencement of the Meeting (EST).

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