NT MINERALS LIMITED - Proxy Solicitation & Information Statement 2008

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Redbank Mines Limited ACN 059 326 519

Corporate Directory

Directors(from left)	Mr Kim Warren McGrath(Non Executive Chair and Director)
	Mr Jerome Gino Vitale(Managing Director and Chief Executive Officer)
	Ms Susan Jane Field(Executive Director and Chief Financial Officer)
	Dr Donald James Searle(Executive Director)
	Mr Michael John Kitney(Non Executive Director)
Company Secretary	Ms Susan Jane Field
Registered Office	Level 2, BGC Centre
	28 The Esplanade
	Perth WA 6000
	Telephone:+61 8 9322 6045
	Facsimile: +61 8 9481 5557
	Email: [email protected]
	Website: www.redbankmines.com.au
Auditor	Deloitte Touche Tohmatsu
	Level 14, Woodside Plaza
	240 St Georges Terrace
	Perth WA 6000
Share Registry	Computershare Investor Services Pty Limited
	Level 2, Reserve Bank Building
	45 St Georges Terrace
	Perth WA 6000
	Telephone:+61 8 9323 2000
ASX Code:	RBM
	RBMO (listed options)

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Redbank Mines Limited ABN 66 059 326 519
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CHAIR’S LETTER

28 April 2008

Dear Shareholder,

Attached you will find the following documents for your attention:

Notice of General Meeting to be held on 4 June 2008;
Explanatory Memorandum accompanying the Notice of Meeting; and
Proxy Form.

The Explanatory Memorandum accompanying the Notice of Meeting contains important information in relation to the resolutions outlined in the Agenda. Please take the time to read this material when considering how to cast your vote.

I look forward to meeting you at the General Meeting. If however you are unable to be present at the meeting, please send in your proxy form as provided so as to reach our offices 48 hours ahead of the scheduled time of the meeting.

On behalf of the Board,

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Kim McGrath Chair Encl.

Level 2, BGC Centre, 28 The Esplanade Perth. Western Australia 6000 PO Box Z5037, St Georges Terrace Perth, Western Australia 6831 Telephone: +61 8 9322 6045 Facsimile: +61 8 9481 5557 Email: [email protected]

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Redbank Mines Limited ABN 66 059 326 519

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Redbank Mines Limited ABN 66 059 326 519

NOTICE OF GENERAL MEETING

NOTICE IS GIVEN that a General Meeting of Redbank Mines Limited will be held at The Conference Centre, Ground Level BGC Centre, 28 The Esplanade, Perth Western Australia on Wednesday, 4 June 2008 at 10.00 am for the purpose of the following business.

Defined terms and abbreviations used in this Notice of Meeting are explained in Glossary.

SPECIAL BUSINESS

1. Ratification of Issue of 1,291,667 Options

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

"That for the purposes of ASX Listing Rule 7.4 and all other purposes, the Company ratifies the issue of 1,291,667 options issued to Glencore International AG to acquire 1,291,667 fully paid ordinary shares at an exercise price of 9.6 cents per share on or before 31 January 2011 on the terms and conditions set out in the Explanatory Memorandum accompanying the Notice of Meeting.”

2. Ratification of Issue of 1,010,221 Fully Paid Ordinary Shares

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

"That for the purposes of ASX Listing Rule 7.4 and all other purposes, the Company ratifies the issue of 1,010,221 fully paid ordinary shares in the Company at an issue price of 6.0 cents per share to HSBC Custody Nominees (Australia) Nominees Pty Limited pursuant to an excluded offer completed on 7 March 2008."

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Redbank Mines Limited ABN 66 059 326 519

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3. Approval of Issue of Shares

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

“That for the purposes of ASX Listing Rule 7.1, and all other purposes, the Company approves the issue of up to 60,000,000 Shares for the purposes and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting to be issued at any time but no later than three (3) months after the date of this meeting.”

By order of the Board

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Susan J Field Director and Company Secretary 28 April 2008

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Redbank Mines Limited ABN 66 059 326 519

NOTES:

VOTING EXCLUSION

that the proxy may exercise, s249X of the Corporations Act takes effect so that each proxy may exercise half of the votes.

Resolutions 1 and 2

In accordance with ASX Listing Rule 7.5.6, any votes cast on Resolutions 1 or 2, (other than (1) by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or (2) by the Chair of 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) by any person who participated in the issues of shares or options as referred to in Resolutions 1 or 2 or any associate of that person will be disregarded.

Resolution 3

In accordance with ASX Listing Rule 7.3.8 any votes cast on Resolution 3 by any person who may participate in the proposed issue or who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, or any associate of that person will be disregarded (other than (1) by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or (2) by the Chair of 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).

PROXIES

A shareholder who is entitled to vote at the meeting has a right to appoint a proxy and should use the proxy form enclosed with this Notice. The proxy need not be a shareholder of the Company.

A shareholder who is entitled to cast 2 or more votes may appoint 2 proxies. If 2 proxies are appointed Level 2, BGC Centre, 28 The Esplanade Perth. Western Australia 6000and the appointment does not specify PO Box Z5037, St Georges Terracethe proportion or number of votes Perth, Western Australia 6831 Telephone: +61 8 9322 6045 Facsimile: +61 8 9481 5557 Email: [email protected]

A proxy’s authority to speak is suspended if the member is present at the meeting.

The proxy form must be signed and dated by the member or the member’s attorney. In the case of joint members, the person named first in the register must sign.

Proxy forms and the original or certified copy of the power of attorney (if the proxy form is signed by an attorney) must be received :

1. at the Company’s share registry: Computershare Investor Services Pty Ltd Level 2, Reserve Bank Building 45 St George's Terrace PERTH WA 6000 ;

Or

2. at the Company’s office: Level 2, BGC Centre 28 The Esplanade PERTH WA 6000

PO Box Z5037 St Georges Tce PERTH WA 6831

Or

3. on the Company’s fax number: +61 8 9481 5557;

not later than 10.00 am (Perth time) on Monday 2nd June 2008

Proxy forms may be returned to the Company (c/Computershare Investor Services Pty Ltd) by mail using the reply paid envelope provided; directly to the Company’s office either by mail at the above address or by facsimile on the above number.

Redbank Mines Limited ABN 66 059 326 519

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WHO MAY VOTE

The Company has determined that, for the purpose of voting at the meeting, shares in the Company will be taken to be held by persons registered at 5.00pm (Perth time) on 2[nd] June 2008.

exercise any of the powers the body may exercise at meetings of the Company’s shareholders. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.

BODIES CORPORATE

A body corporate may appoint an individual as its representative to

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Redbank Mines Limited ABN 66 059 326 519

EXPLANATORY MEMORANDUM

TO ACCOMPANY NOTICE OF GENERAL MEETING

TO BE HELD ON 4 JUNE 2008

1. Introduction

This Explanatory Memorandum has been prepared for the Company's shareholders in connection with the General Meeting, to be held at 10.00 am on Wednesday, 4 June 2008.

2. Resolution 1 – Ratification of Issue of 1,291,667 Options

On 22 February 2008 the Company announced that it had reached agreement with Glencore International AG (“Glencore”) for a mutual release of obligations under an Underwriting Agreement dated 29 November 2007 under which Glencore agreed to underwrite up to $1.0 million worth of Shares from any shortfall from the Entitlement Offer (“Offer”) made pursuant to the Prospectus issued by the Company and dated 13 December 2007 (“Prospectus”).

With the downturn and uncertainty prevailing in the market during January and February, 2008, the Company experienced a reduction in its share price such that the market price fell below the Offer price of 8 .0 cents per share. This resulted in minimal uptake of the Offer and the Board resolved not to accept any of the applications made under the Offer and application monies held in trust were returned to in full to all applicants.

In return for the Company releasing Glencore from its obligations under the underwriting agreement, the Company reached the following agreement with Glencore:

(i) to accept an application from Glencore for $1.0 million worth of shares or 16,666,667 shares at a price of 6.0 cents a share, being the last sale price on 20 February 2008, and issue 4,000,000 three year options exercisable at 9.6 cents. This resulted in Glencore having approximately 10.5% of the expanded issued capital of the Company (before exercise of options). Proceeds were applied to repayment of an interim funding facility of $1.0 million provided by Glencore in November 2007 as an advance against the underwriting; and

(ii) for Glencore to re-price and immediately settle all outstanding copper sales contracts for physical product delivered or produced and sold for deferred delivery by the Company during the preceding six months. The close out of these contracts resulted in an immediate cash injection to the Company of approximately $500,000. In the ordinary course of business, Glencore would not have had any obligation to close out the contracts prior to their due date for settlement being several months into the future, hence the Company has derived a benefit from early settlement in the form of accelerated cashflow.

Resolution 1 seeks shareholder approval under ASX Listing Rule 7.4 to ratify the issue. The effect of such a ratification will be that 1,291,667 of the 4,000,000 options to acquire ordinary shares will not be counted as reducing the number of securities which the Company can issue in the future without shareholder approval under the 15% limit imposed by ASX Listing Rule 7.1 (ie the 15% limit is ‘renewed’ to the extent of the ratification or approval). For sake of clarity the remaining 2,708,333 of the 4,000,000 options to acquire ordinary shares were issued under the approval provided by shareholders at the Company’s Annual General Meeting held on 28 November 2007.

Level 2, BGC Centre, 28 The Esplanade Perth. Western Australia 6000

PO Box Z5037, St Georges Terrace Perth, Western Australia 6831 Telephone: +61 8 9322 6045 Facsimile: +61 8 9481 5557 Email: [email protected]

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Redbank Mines Limited ABN 66 059 326 519

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Resolution 1:

the total number of securities issued is 1,291,667 options to acquire ordinary shares;
the options were granted pursuant to an agreement dated 28 February 2008;
the terms and conditions of the options granted are set out in Appendix A to this Explanatory Memorandum;
the allottee was Singpac Investment Holding Pte Limited being a nominated associated party of Glencore International AG; and
no funds were raised by the grant of these options.

The Directors believe that the ratification of this issue is beneficial for the Company. All the directors support this resolution and recommend that shareholders vote FOR Resolution 1.

Resolution 1 is an ordinary resolution . It is required to be passed by a simple majority of votes cast by shareholders entitled to vote on it and is subject to the voting exclusion referred to in the Notice of Meeting.

3. Resolution 2 – Ratification of Issue of 1,010,221 Fully Paid Ordinary Shares

On 11 March 2008, the Company lodged Appendix 3B with ASX advising that it had completed a placement by way of an excluded offer under s708(1) of the Corporations Act for 1,010,221 shares at a price of 6.0 cents per share to raise $60,613 before ASX Listing Fees of approximately $1,200.

From the date of issue, the placement shares ranked equally in all respects with the Company’s then existing ordinary shares. The purpose of the placement was to augment the Company’s working capital position.

Resolution 2 seeks shareholder approval under ASX Listing Rule 7.4 to ratify the issue. The effect of such a ratification will be that the 1,010,221 shares will not be counted as reducing the number of securities which the Company can issue in the future without shareholder approval under the 15% limit imposed by ASX Listing Rule 7.1 (ie the 15% limit is ‘renewed’ to the extent of the ratification or approval).

Information Required by ASX Listing Rules

In compliance with Listing Rule 7.5, shareholders are advised the following in relation to Resolution 2:

the total number of Shares issued is 1,010,221 shares;
the Shares were issued at an issue price of 6.0 cents per share being equal to the then market price of the Company’s shares;
the Shares rank pari passu in all respects with the Company’s existing ordinary shares;
the Shares were issued to HSBC Custody Nominees (Australia) Nominees Pty Limited;
$$60,613 was raised from the issue of these shares, before issue costs of approximately $1,200 and the funds raised were applied to augment the Company's working capital.

The Directors believe that the ratification of this issue is beneficial for the Company. All the directors support this resolution and recommend that shareholders vote FOR Resolution 2.

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Redbank Mines Limited ABN 66 059 326 519

The Company proposes to issue up to 60,000,000 fully paid Ordinary Shares to third party investor/(s).

The Shares will be issued at a price not less than 80% of the average market price of Redbank shares quoted on the Australian Stock Exchange Limited (“ASX”) during the period of 5 trading days immediately prior to the date which the Company either
(i) signs a Prospectus and lodges it with Australian Securities and Investment Commission (“ASIC”); or
(ii) in the event that a Disclosure Document is not required, on the date that the Company announces the issue to the ASX;

The proceeds from the issue will be applied primarily to reduce an existing secured loan from Macquarie Bank Limited by $700,000 due for repayment on or before 30 June 2008, and to fund the completion of a definitive feasibility study for the Redbank Copper Project.

Listing Rule 7.1 imposes a limit on the number of equity securities (eg shares or options to subscribe for shares) which a company can issue without Shareholder approval. In general terms, the limit is that a company may not, without Shareholder approval issue, in any 12 month period, equity securities which are more than 15% of:

the number of fully paid shares on issue 12 months before the issue; plus
the number of fully paid ordinary shares issued in that 12 months under an exception contained in ASX Listing Rule 7.2 or with Shareholder approval.

Equity securities which are issued under an exception contained in ASX Listing Rule 7.2 or with Shareholder approval do not reduce the number of equity securities that may be issued by the company under ASX Listing Rule 7.1.

Resolution 7 seeks Shareholder approval of the issue of shares so that it does not reduce the number of equity securities that the Company may issue without further Shareholder approval. As the proposed issue would otherwise exceed the limit contained in ASX Listing Rule 7.1, the Company seeks Shareholder approval for the proposed issue.

Information Required by ASX Listing Rules

In compliance with ASX Listing Rule 7.3 Shareholders are advised the following in relation to Resolution 7:

(a) the total number of Shares which may be allotted and issued under Resolution 7 is up to 60,000,000 Shares;
(b) the recipients of the Shares are not known at this point and will be allotted and issued at the discretion of the Directors;
(c) no Shares will be issued to the Directors of the Company or to any of their associates;
(d) the Shares may be allotted and issued progressively within 3 months of the date of this meeting;
(e) the Shares will be issued at not less than 80% of the average market price 5 days prior to trading prior to the date which the Company either
- (i) signs a Prospectus and lodges it with Australian Securities and Investment Commission (“ASIC”) or issues the equities; or
(ii) in the event that a Disclosure Document is not required, on the date that the
Level 2, BGC Centre, 28 The EsplanadeCompany announces the issue to the ASX;

Perth. Western Australia 6000(f) the Shares will rank pari passu in respect with the Company’s existing Shares; and PO Box Z5037, St Georges Terrace (g) the funds raised will be used to reduce an existing secured loan from Macquarie Perth, Western Australia 6831 Telephone: +61 8 9322 6045Bank Limited by $700,000 due for repayment on or before 30 June 2008, and to fund www.redbankmines.com.au Facsimile: +61 8 9481 5557 Email: [email protected]

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Redbank Mines Limited ABN 66 059 326 519
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the completion of a definitive feasibility study for the Redbank Copper Project.

The Board believes that the proposed issue is beneficial for the Company and recommend Shareholders vote in favour of the Resolution. It will allow the Company to retain the flexibility to issue the maximum number of equity securities permitted under ASX Listing Rule 7.1, without Shareholder approval during the next twelve months.

Resolution 3 is an ordinary resolution . It is required to be passed by a simple majority of votes cast by shareholders entitled to vote on it and is subject to the voting exclusion referred to in the Notice of Meeting.

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Redbank Mines Limited ABN 66 059 326 519

4. Shares and Options on Issue in the Company

The shares and options the Company currently has on issue at the date of this Explanatory Memorandum are:

Listed Equities		Number
Ordinary Shares:		159,768,084
ASX Listed Options:	exercise price of $0.28	38,115,864
	on or before 31 May 2008
Unlisted Equities		Number
B Class Shares		300
Unlisted Options	exercise price of $0.38
	on or before 28 February 2010	250,000
	exercise price of $0.50
	on or before 28 February 2010	250,000
	exercise price of $0.60
	on or before 28 February 2010	250,000
	exercise price of $0.09
	on or before 15 December 2008	4,000,000
	exercise price of $0.096
	on or before 31 January 2011	4,000,000

Immediately after the issue of share pursuant to Resolutions 3 the Company’s issued capital will be (assuming the Equity Securities are all in the form of Shares):

Listed Equities		Number
Ordinary Shares:		219,768,084
ASX Listed Options:	exercise price of $0.28	38,115,864
	on or before 31 May 2008
Unlisted Equities		Number
B Class Shares		300
Unlisted Options	exercise price of $0.38
	on or before 28 February 2010	250,000
	exercise price of $0.50
	on or before 28 February 2010	250,000
	exercise price of $0.60
	on or before 28 February 2010	250,000
	exercise price of $0.09
	on or before 15 December 2008	4,000,000
	exercise price of $0.096
	on or before 31 January 2011	4,000,000

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Redbank Mines Limited ABN 66 059 326 519

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11. SHARE PRICE INFORMATION

The latest available market sale price of the Company’s Shares on the ASX immediately prior to this Explanatory Memorandum was:

Latest Sale Price	Date
4.3 cents	24 April 2008

The highest and lowest recorded closing price of the Company’s shares on the ASX during the 12 months immediately prior to the date of this Explanatory Memorandum was:

Highest Sale Price	Date
16.5 cents	18 July 2007
Lowest Sale Price	Date
2.5 cents	3 April 2008

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Redbank Mines Limited ABN 66 059 326 519

11. GLOSSARY

ASIC means Australian Securities and Investment Commission

ASX means Australian Stock Exchange Limited.

Board means the board of Directors. Chair means Kim Warren McGrath. Company means Redbank Mines Limited ACN 059 326 519. Corporations Act means Corporations Act 2001 (Cth) Director means a director of the Company. Option means an option to subscribe for a Share. Share means a fully paid ordinary share in the capital of the Company

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Redbank Mines Limited ABN 66 059 326 519

APPENDIX A

Rights attaching to Options

1.	Each option will entitle the holder to subscribe for one fully paid ordinary share in the Company in accordance with paragraphs 2 to 4.
2.	Subject to paragraphs 3 and 4, the options are exercisable at 9.6 cents at any time before 31 January 2011.
3.	Any option not exercised before 5pm (WST) on 31 January 2011 will automatically lapse.
4.	The options are exercisable by notice in writing to the Company accompanied by payment of the exercise price.
5.	All shares issued on the exercise of the options will rank equally in all respects with the Company's then existing fully paid ordinary shares.
6.	The options are freely transferable but no application will be made to ASX for the options to be admitted to quotation. If the Company's ordinary shares have been admitted to quotation by ASX, the Company must apply within 10 business days after the date of issue to ASX for all shares issued pursuant to the exercise of options to be admitted to quotation.
7.	Holders may only participate in new issues of securities to holders of ordinary shares in the Company if an option has been exercised and shares issued in respect of the option before the record date for determining entitlements to the new issue. The Company must give at least 7 business days' notice to holders of any new issue before the record date for determining entitlements to that issue in accordance with the ASX Listing Rules.
8.	There will be no change to the exercise price of an option or the number of shares over which an option is exercisable in the event of the Company making a pro rata issue of shares or other securities to the holders of ordinary shares in the Company (other than a bonus issue).
9.	If there is a bonus issue ("Bonus Issue") to the holders of ordinary shares in the Company, the number of shares over which an option is exercisable will be increased by the number of shares which the holder would have received if the option had been exercised before the record date for the bonus issue ("Bonus Shares"). The Bonus Shares must 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 equally in all respects with the other shares of that class on issue at the date of issue of the Bonus Shares.
10.	If, prior to the expiry of any options, there is a reorganisation of the issued capital of the Company, the rights of the holder will be change to comply with the ASX Listing Rules applying to reorganisations of capital at that time.

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Redbank Mines Limited ABN 66 059 326 519

PROXY FORM

The Company Secretary Redbank Mines Limited Level 2,The BGC Centre 28 The Esplanade PERTH WA 6000 Facsimile: (08) 9481 5557

I/We (name of shareholder) of (address) ............................................................................................................................................................................................................... being a member/members of Redbank Mines Limited and entitled to attend and vote hereby appoint (name) ......................................................................................................................................................................................................................... and/or failing him/ her (name) .........................................................................................................................................................................................

or failing that person then the Chair of the General Meeting as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on Wednesday, 4 June 2008 at 10.00 am at Conference Centre, BGC Centre, Ground Floor, 28 The Esplanade, Perth, Western Australia and at any adjournment of the meeting.

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IMPORTANT: for all Resolutions

The Chair of If the Chair of the meeting is your proxy, or if appointed your proxy by default and you do the meeting not wish to direct him/her how to vote on these resolutions, you must mark this box with an ‘ x ’. By marking this box you acknowledge that the Chair of the meeting may exercise your (mark with and ‘x’ proxy on those resolutions (for which you have not given direction) even if he/she has an if you do not wish interest in the outcome of the resolution and that votes cast by him/her, other than as proxy to direct the Chair holder, will be disregarded because of that interest. If you do not mark this box, and you on how to vote on have not directed the proxy how to vote on any of these resolutions, the Chair of the each resolution) meeting will not cast your votes on the resolutions (for which you have not given a direction) on a show of hands or on a poll. The Chair of the meeting intends to vote undirected proxies in favour of each resolution.

If no directions are given my proxy may vote as the proxy thinks fit or may abstain. If you appoint the Chair of the meeting as your proxy and you do not direct him how to vote on an item of business, the Chair will vote in favour of all resolutions.

Voting directions to your proxy

Please mark only one of the boxes with an “X” for each Resolution to indicate your directions:

For Against Abstain Resolution 1: Ratification of Issue of 1,291,667 Options Resolution 2: Ratification of Issue of 1,010,221 Fully Paid Ordinary Shares Resolution 3: Approval of Issue of 60,000,000 Fully Paid Ordinary Shares Please sign in the appropriate box below in accordance with the instructions. Security holder 1 Security holder 2 (if in joint names) Security holder 3 (if in joint names) Individual or Sole Director and Sole Individual or Director Individual or Director/Company Company Secretary Secretary

Resolution 1: Ratification of Issue of 1,291,667 Options Resolution 2: Ratification of Issue of 1,010,221 Fully Paid Ordinary Shares Resolution 3: Approval of Issue of 60,000,000 Fully Paid Ordinary Shares

Please sign in the appropriate box below in accordance with the instructions.

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Redbank Mines Limited ABN 66 059 326 519
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FAXING PROXY FORM.

PROXY FORM - page 2 of 2

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

CONTACT DETAILS:

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Contact Name Daytime Telephone Facsimile Number

INSTRUCTIONS FOR APPOINTMENT OF PROXY

A shareholder entitled to attend and vote is entitled to appoint no more than two proxies to attend and vote at this Annual General Meeting as the shareholder’s proxy. A proxy need not be a shareholder of the Company.
Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion of the shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the shareholder’s voting rights. Fractions shall be disregarded.
The proxy form must be signed personally by the shareholder or his or her attorney, duly authorised in writing.
If a proxy is executed by an attorney of a shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the Company, must accompany the proxy form.
Corporate shareholders may execute this form under Section 127 of the Corporations Act without affixing the Common Seal.
In the case of joint shareholders, this proxy must be signed at a minimum by the most senior joint holder. For this purpose, seniority depends on the order in which the names of the joint holders are listed in the Register.
To be effective, forms to appoint proxies must be received by the Company no later than 48 hours before the time appointed for the holding of this General Meeting, that is by 10.00am Perth Time on Monday 2 June 2008 b y post or facsimile to the respective addresses stipulated in this proxy form.
If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:
(a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and
(b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and
(c) if the proxy is Chair, the proxy must vote on a poll and must vote that way, and
(d) if the proxy is not the Chair, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way. If a proxy is also a shareholder, the proxy can cast any votes the proxy holds as a shareholder in anyway that the proxy sees fit.

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AI assistant

NT MINERALS LIMITED — Proxy Solicitation & Information Statement 2008

65450_rns_2008-04-27_6a8da50e-b9aa-4481-ade0-5e99dc9aaff9.pdf

Redbank Mines Limited ACN 059 326 519

Corporate Directory

CHAIR’S LETTER

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NOTICE OF GENERAL MEETING

SPECIAL BUSINESS

1. Ratification of Issue of 1,291,667 Options

2. Ratification of Issue of 1,010,221 Fully Paid Ordinary Shares

3. Approval of Issue of Shares

NOTES:

VOTING EXCLUSION

Resolutions 1 and 2

Resolution 3

PROXIES

Or

Or

WHO MAY VOTE

BODIES CORPORATE

EXPLANATORY MEMORANDUM

TO ACCOMPANY NOTICE OF GENERAL MEETING

TO BE HELD ON 4 JUNE 2008

1. Introduction

2. Resolution 1 – Ratification of Issue of 1,291,667 Options

Resolution 1:

3. Resolution 2 – Ratification of Issue of 1,010,221 Fully Paid Ordinary Shares

Information Required by ASX Listing Rules

Information Required by ASX Listing Rules

4. Shares and Options on Issue in the Company

11. SHARE PRICE INFORMATION

11. GLOSSARY

APPENDIX A

Rights attaching to Options

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