NT MINERALS LIMITED — Proxy Solicitation & Information Statement 2009

Aug 27, 2009

Redbank Copper Limited

ABN 66 059 326 519

NOTICE OF GENERAL MEETING

TIME: 10.30 am (WST) DATE: 1 October 2009 PLACE: Celtic Club 48 Ord Street WEST PERTH WA 6005

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 6389 6800.

Redbank Copper Limited

ABN 66 059 326 519

CONTENTS PAGE

CONTENTS PAGE
Notice of General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	9
Proxy Form	11

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.30 am (WST) on 1 October 2009 at:

Celtic Club 48 Ord Street

WEST PERTH WA 6005

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to The Company Secretary, Redbank Copper Limited, PO Box 870, West Perth WA 6872; or

• (b) facsimile to the Company on facsimile number (+61 8) 6389 6810,

so that it is received not later than 10.30 am (WST) on 29 September 2009.

Proxy Forms received later than this time will be invalid.

2 1

Redbank Copper Limited

ABN 66 059 326 519

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders will be held at 10.30 am (WST) on 1 October 2009 at the Celtic Club, 48 Ord Street, West Perth, Western Australia.

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 5pm (WST) on 29 September 2009.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of up to 100,000,000 Shares at an issue price of $0.015 each on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or 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 – ISSUE OF DIRECTOR OPTIONS TO BRUCE MORRIN

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

“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 2,500,000 Director Options to Bruce Morrin (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Bruce Morrin (or his nominee) or any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or 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.

[3] 1

Redbank Copper Limited

ABN 66 059 326 519

3. RESOLUTION 3 – ISSUE OF SHORTFALL UNDER SHARE PURCHASE PLAN

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue that number of Shares constituting the shortfall from the Share Purchase Plan on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or 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 – ADOPTION OF A NEW CONSTITUTION

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

“That, pursuant to Section 136(2) of the Corporations Act and for all other purposes, the Company adopts a new constitution in the form as signed by the Chairman of the General Meeting for identification purposes, in lieu of the existing constitution of the Company, at the close of the General Meeting.”

DATED: 27 AUGUST 2009

BY ORDER OF THE BOARD

==> picture [125 x 46] intentionally omitted <==

ILDIKO WOWESNY COMPANY SECRETARY REDBANK COPPER LIMITED

[4] 1

Redbank Copper Limited

ABN 66 059 326 519

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 10.30 am (WST) on 1 October 2009 at the Celtic Club, 48 Ord Street, West Perth, Western Australia.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE

1.1 General

On 30 July 2009, the Company placed 100,000,000 Shares to sophisticated investors under section 708(8) of the Corporations Act ( Placement ).

The Shares the subject of the Placement, were issued to investors under the Company’s 15% placement capacity and are the subject of Resolution 1 ( Placement Shares ). The subscribers pursuant to the Placement were not Related Parties of the Company.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Placement Shares.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying the issue of the Placement Shares, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

1.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Placement:

• (a) 100,000,000 Shares were allotted and issued;

• (b) the issue price of the Placement Shares was $0.015 per Share;

• (c) the Placement Shares issued are all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Placement Shares were allotted and issued to investors under section 708(8) of the Corporations Act, but these persons will not be Related Parties of the Company;

• (e) the Placement Shares were issued on 30 July 2009; and

• (f) the funds raised from this issue will be used for:

• (i) to supplement funding of exploration activities; and

• (ii) general working capital

[5] 1

Redbank Copper Limited

ABN 66 059 326 519

2. RESOLUTION 2– ISSUE OF DIRECTOR OPTIONS

2.1 General

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue 2,500,000 Options ( Director Options ) to the Company’s Managing Director Bruce Morrin ( Related Party ) on the terms and conditions set out below.

For a public company, or an entity that the public company controls, to give a financial benefit to related parties of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

The grant of Director Options to a Related Party requires the Company to obtain Shareholder approval because the grant of Director Options constitutes giving a financial benefit and as a Director, Mr Bruce Morrin is a Related Party of the Company.

It is the view of the Directors that the exceptions set out in Sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Director Options to the Related Party.

2.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of Sections 217 to 227 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Director Options:

• (a) the Related Party is Mr Bruce Morrin and he is a Related Party by virtue of being a Director;

• (b) the maximum number of Director Options (being the nature of the financial benefit being provided) to be granted to the Related Party is 2,500,000;

• (c) the Director Options will be granted to the Related Party no later than 1 month after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Director Options will be issued on one date;

• (d) the Director Options will be granted for nil cash consideration and accordingly no funds will be raised;

• (e) the Director Options will expire at 5:00 pm (WST) on 30 June 2012;

• (f) the amount payable upon exercise of each Director Option will be $0.05;

• (g) the terms and conditions of the Director Options are set out in Schedule 1;

• (h) the value of the Director Options and the pricing methodology is set out in Schedule 2;

• (i) the relevant interests of the Related Party in securities of the Company is as follows:

Related Parties	Shares	Options
Bruce Morrin	2,000,000	1 7,500,000

• 1 2,500,000 Options exercisable at $0.05 each on or before 30 June 2010, 2,500,000 Options exercisable at $0.10 each on or before 30 June 2011 and 2,500,000 Options exercisable at $0.15 each on or before 30 June 2012

[6] 1

ABN 66 059 326 519

Redbank Copper Limited

• (j) the remuneration and emoluments from the Company to the Related Party for both the current financial year and previous financial year is as follows:

Related Parties	Current Financial Year	Previous Financial Year
Bruce Morrin	$33,333	$49,174

• (k) if the Director Options granted to the Related Party are exercised, a total of 2,500,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 808,591,250 to 811,091,250 (assuming that no other Options are exercised and no other Shares issued) with the effect that the shareholding of existing Shareholders would be diluted as follows:

Related Party	Issued Shares as at the date of this Notice of Meeting	Director Options to be issued	Issued Shares upon exercise of the Director Options	Dilutionary effect upon exercise of Director Options
Bruce Morrin	808,591,250	2,500,000	811,091,250	0.31%
TOTAL	808,591,250	2,500,000	811,091,250	0.31%

• (l) The market price for Shares during the term of the Director Options would normally determine whether or not the Director Options are exercised. If, at any time any of the Director Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Director Options, there may be a perceived cost to the Company;

• (m) the trading history of the Shares on ASX in the 12 months before the date of this Notice of Annual General Meeting is set out below:

Meeting is set out below:
	Price	Date
Highest	$0.029	20 July 2009
Lowest	$0.009	27 February 2009
Last	$0.021	27 August 2009

• (n) the primary purpose of granting the Director Options to Mr Bruce Morrin is to provide a market linked incentive package in his role as Managing Director and for the future performance by him in his role. The Board (other than the Related Party the subject of the Director Options) considered the extensive experience and reputation of Mr Morrin within the Minerals industry, the current market price of Shares and current market practices when determining the number and exercise price of the Director Options to be issued to the Related Party. In addition, the Board considers the grant of the Director Options to the Related Party to be reasonable, given the necessity to attract the highest calibre of professionals to the Company whilst maintaining the Company’s cash reserves. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Director Options upon the terms proposed; and

• (o) the Related Party declines to make a recommendation to Shareholders in relation to the Resolution to grant Director Options due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 2 recommend that Shareholders vote in favour of Resolution 2. The Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Director Options to the Related Party as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Director Options to the Related Party will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

[7] 1

Redbank Copper Limited

ABN 66 059 326 519

3. RESOLUTION 3 – ISSUE OF SHORTFALL UNDER SHARE PURCHASE PLAN

3.1 General

As announced to ASX on 18 August 2009 the Company is proceeding with a Share Purchase Plan under which all Shareholders will be offered a right to subscribe for a maximum of $15,000 worth of Shares at a price to be determined.

As set out in its Announcement to ASX, the Company will seek to place any shortfall not taken up under the Share Purchase Plan.

Resolution 3 seeks Shareholder approval for the allotment and issue of Shares which form the shortfall from the Share Purchase Plan ( Shortfall Shares ).

None of the subscribers pursuant to this issue will be related parties of the Company.

A summary of ASX Listing Rule 7.1 is set out in Section 1.1 above.

The effect of Resolution 3 will be to allow the Directors to issue the Shortfall Shares during the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

3.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Share Placement:

• (a) the maximum number of Shortfall Shares to be issued under Resolution 3 is 242,577,375 Shares (being the maximum conceivable shortfall under the Share Purchase Plan);

• (b) the Shares will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the issue price of the Shares will be not less than 80% of the average market price for Shares calculated over the 5 days on which sales in the Shares are recorded before the day on which the Share Purchase Plan is announced or made;

• (d) the Directors will determine to whom the Shares will be issued but these persons will not be related parties of the Company;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) any funds raised from the issue of the Shortfall Shares will be used by the Company:

• (i) to supplement the funding of exploration activities; and

• (ii) for general working capital.

4. RESOLUTION 4 – ADOPTION OF A NEW CONSTITUTION

A company may modify or repeal its constitution or a provision of its constitution by special resolution of Shareholders.

Resolution 4 is a special resolution which will enable the Company to adopt a new constitution of the type required for a company limited by shares.

The new Constitution to be adopted contains a number of provisions designed to promote the more efficient running of the Company, which should be of long term benefit to the Company and its Shareholders. It has been updated to reflect recent amendments to the Corporations Act and Listing Rules.

It is not practicable to list all of the changes to the Constitution in this Explanatory Statement and Shareholders are invited to contact the Company if they have any queries or concerns. For these purposes, a copy of the proposed new constitution is available for review by Shareholders at the Company’s registered office.

[8] 1

Redbank Copper Limited

ABN 66 059 326 519

5. ENQUIRIES

Shareholders are required to contact the Company Secretary on +61 (08) 6389 6800 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means Redbank Copper Limited (ABN 66 059 326 519).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Director Option means an Option granted pursuant to Resolution 2 with the terms and conditions set out in Schedule 1.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

General Meeting means the meeting convened by the Notice of Meeting.

Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement.

Option means an option to acquire a Share with the terms and conditions set out in Schedule 1.

Optionholder means a holder of an Option or Director Option as the context requires.

Placement Shares means the Shares the subject of the Placement.

Placement means the placement of Shares on the terms set out in Resolution 1.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

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

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

[9] 1

Redbank Copper Limited ABN 66 059 326 519

SCHEDULE 1 – TERMS AND CONDITIONS OF DIRECTOR OPTIONS

The Director Options entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) Each Director Option gives the Optionholder the right to subscribe for one Share. To obtain the right given by each Director Option, the Optionholder must exercise the Director Options in accordance with the terms and conditions of the Director Options.

• (b) The Director Options will expire at 5:00 pm (WST) on 30 June 2012 ( Expiry Date ). Any Director Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (c) The amount payable upon exercise of each Director Option will be $0.05 ( Exercise Price ).

• (d) The Director Options held by the Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

• (e) The Optionholder may exercise their Director Options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of Director Options specifying the number of Director Options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Director Options being exercised, ( Exercise Notice ).

• (f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Director Options specified in the Exercise Notice.

• (h) The Director Options are not transferable.

• (i) All Shares allotted upon the exercise of Director Options will upon allotment rank pari passu in all respects with other Shares.

• (j) The Company will not apply for quotation of the Director Options on ASX. However, The Company will apply for quotation of all Shares allotted pursuant to the exercise of Director Options on ASX within 10 Business Days after the date of allotment of those Shares.

• (k) If at any time the issued capital of the Company is reconstructed, all rights of the Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (l) There are no participating rights or entitlements inherent in the Director Options and the Optionholder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Director Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give the Optionholder the opportunity to exercise their Director Options prior to the date for determining entitlements to participate in any such issue.

• (m) A Director Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Director Option can be exercised.

SCHEDULE 2 – VALUATION OF DIRECTOR OPTIONS

The Director Options to be issued to the Related Party pursuant to Resolution 2 have been valued by internal management.

Using the theoretical Black & Scholes option model and based on the assumptions set out below, the Director Options were ascribed a value range, as follows:

bed a value range, as follows:
Assumptions:
Valuation date	20 August 2009
	6.
Marketprice of Shares	2 cents
	7.
Exerciseprice	5 cents
	8.
Expirydate	30 June 2012
	9.
Risk free interest rate	6%
	10.
Volatility	60%
Indicative value per Director Option	0.39 cent
Total Value of Director Options	$9,750.00

Note: The valuation ranges noted above are not necessarily the market prices that the Director Options could be traded at and they are not automatically the market prices for taxation purposes.

10

1

Redbank Copper Limited

ABN 66 059 326 519

PROXY FORM

APPOINTMENT OF PROXY

Redbank Copper Limited ABN 66 059 326 519

GENERAL MEETING

I/We

of

==> picture [411 x 49] intentionally omitted <==

being a member of Redbank Copper Limited entitled to attend and vote at the General Meeting, hereby Appoint Name of Proxy OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at 10.30 am (WST), on 1 October 2009 at the Celtic Club, 48 Ord Street, West Perth, Western Australia and at any adjournment thereof. If no directions are given, the Chair will vote in favour of all the Resolutions.

If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 1 to 4 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1 to 4 and that votes cast by the Chair of the General Meeting for Resolutions 1 to 4 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 1 to 4 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 4.

OR

Voting on Business of the General Meeting Resolution 1 – Ratification of Prior Issue Resolution 2 – Issue of Director Options to Bruce Morrin Resolution 3 – Issue of Shortfall under Share Purchase Plan Resolution 4 – Adoption of new Constitution

FOR AGAINST ABSTAIN

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

Signature of Member(s): Date: Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary Contact Name: Contact Ph (daytime):

11 1

Redbank Copper Limited

ABN 66 059 326 519

INSTRUCTIONS FOR COMPLETING ‘APPOINTMENT OF PROXY’ FORM

1. ( Appointing a Proxy ): A member entitled to attend and vote at a General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

2. ( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing Instructions ):

4. ( Individual ): Where the holding is in one name, the member must sign.

5. ( Joint Holding ): Where the holding is in more than one name, all of the members should sign.

6. ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

7. ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

8. ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.

9. ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

10. (a) post to The Company Secretary, Redbank Copper Limited, PO Box 870, West Perth, WA 6872

11. (b) facsimile to the Company on facsimile number (+61 8) 6389 6810,

so that it is received not later than 10.30 am (WST) on 29 September 2009.

Proxy forms received later than this time will be invalid.

12