ORION MINERALS LIMITED — Proxy Solicitation & Information Statement 2008

Oct 22, 2008

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23 October 2008

Dear Shareholder

EXTRAORDINARY GENERAL MEETING DELAYED TO 25 NOVEMBER 2008

You would have recently received a Notice of Extraordinary General Meeting and Independent Expert’s Report (NOM) from Goldstar Resources NL (Company). The NOM contains a resolution for the approval of, amongst other things:

• (a) the issue to Silja Investment Ltd (Silja) of 15,000,000 options and 3 convertible notes;

• (b) the acquisition of Silja’s relevant interests in voting shares by Silja and other parties referred to in the explanatory statement for the purposes of Item 7 of Section 611; and

• (c) the deemed disposal of a substantial asset to Silja as a result of the Company granting a charge over its assets in relation to the funds made available under the convertible notes.

Prior to the dispatch of the NOM, the Company was of the understanding that Silja was controlled by a company called Z Nominees. Accordingly, approval was sought for the increase in Silja’s and Z Nominees’ relevant interest in the Company’s shares from a point below 20% to above 20%.

The Company has since been advised that Z Nominees holds all of the issued capital of Silja as a nominee for Zachary Asset Holdings Limited (ZAH) and that the shares presently held by Z Nominees are now held as nominee for ZAH and that, due to relationships with Silja, ZAH or each other, Mrs Josephine Haller and Mr Alexander Haller will have relevant interests in the shares in which Silja and ZAH have a relevant interest.

As a result of the new information provided to the Company, the disclosure in the Explanatory Statement of the other parties for whom the approval was sought needs to be altered. It is noted however, that the changes are relatively minor, as the number of shares to be issued to Silja (if the Convertible Notes and Options are exercised) has not changed. It is for this reason that the Company is not proposing to re-issue the Independent Expert’s Report. Enclosed is a letter from the Independent Expert, Stanton International Securities, confirming that its view that the transaction is not fair but reasonable has not changed as a result of the new information.

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Accordingly, please find enclosed an addendum to the NOM which provides you with updated and corrected information regarding Silja’s associates’ shareholdings.

As a result of the new information coming to the Company’s attention, the Board has decided to delay the Extraordinary General Meeting from 31 October 2008 until 25 November 2008. The purpose of the delay is to ensure that shareholders are provided with sufficient information and the required amount of notice of the resolution under the Corporations Act. This means that the EGM will be held on the same day as the Company’s AGM (25 November 2008).

Yours faithfully

GORDON HILL CHAIRMAN

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Set out below is the text of Resolution 3 as contained in the NOM (which is unchanged):

RESOLUTION 3 – APPROVAL TO ISSUE CONVERTIBLE NOTES AND OPTIONS

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

“That, Shareholders approve:

• (a) for the purposes of Listing Rule 7.1 of the ASX Listing Rules the issue of:

• (i) 15,000,000 Options to the Silja Investment Ltd; and

• (ii) three (3) Convertible Notes to Silja Investment Ltd;

• (b) for the purposes of Item 7 of Section 611 of the Corporations Act, the acquisition of relevant interests in voting shares of the Company by Silja Investment Ltd and certain other parties mentioned in the Explanatory Statement by virtue of:

• (i) the issue of up to 15,000,000 Shares on conversion of the Options referred to in paragraph (a)(i) above; and

• (ii) the issue of Shares upon the conversion of the Convertible Notes to be issued pursuant to paragraph (a)(ii) above; and

• (c) for the purposes of Listing Rule 10.1, the deemed disposal of a substantial asset to Silja Investments Ltd as a result of the Company granting Silja Investments Ltd security over its assets in relation to the funds made available under the Convertible Notes,

on the terms and conditions in the Explanatory Memorandum.”

Expert’s Report: Shareholders should carefully consider the Independent Expert’s Report prepared by Stanton Partners International Pty Ltd for the purposes of the Shareholder approval required under Item 7 of Section 611 of the Corporations Act and Listing Rule 10.1 which comments on the fairness and reasonableness of the transaction to the nonassociated Shareholders in the Company.

Voting Exclusion: The Company will disregard any votes cast on this resolution by Silja Investment Ltd or a person who may participate in the proposed issue and a person who may obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed 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.

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Set out below is the relevant sections of the Explanatory Statement that relate to Resolution 3 and which require updating:

2. RESOLUTION 3 – APPROVAL TO ISSUE CONVERTIBLE NOTES AND OPTIONS

In August 2008, Silja Investment Ltd (Silja) agreed to provide debt funding to the Company by way of an initial loan of $1.4 million (Initial Loan). The Initial Loan was made available on the condition that the Company seeks shareholder approval to roll the Initial Loan over into a Convertible Note and also seeks approval to issue two (2) other Convertible Notes to Silja (having a face value of $1.6 million and $3 million respectively).

Z Nominees, a company incorporated in Jersey, Channel Islands, is currently the largest shareholder in the Company, holding 23,489,242 Shares. It now holds these Shares as nominee for Zachary Asset Holdings Limited (ZAH), this being a change which occurred after the dispatch of the notice of meeting. Z Nominees also now holds all of the issued capital of Silja as a nominee for ZAH, a company incorporated in Jersey, Channel Islands. All of the issued capital of ZAH is owned by Mrs Josephine Haller.

The Company has also been advised that Silja has engaged Mr Alexander Haller as an investment advisor and that as a result of this engagement and his relationship with Mrs Haller, Mr Haller will have a relevant interest in the shares held by Z Nominees and those to be issued to Silja.

Accordingly, ZAH, Mrs Josephine Haller and Mr Alexander Haller are considered to be associates of Silja and referred to collectively as the Associated Parties.

Resolution 3 seeks that Shareholders approve:

• (a) for the purposes of Listing Rule 7.1 of the ASX Listing Rules, the issue of:

• (i) 15,000,000 Options to the Silja; and

• (ii) three (3) Convertible Notes to Silja;

• (b) for the purposes of Item 7 of Section 611 of the Corporations Act, the acquisition of relevant interests in voting shares of the Company by Silja and the Associated Parties by virtue of:

• (i) the issue of up to 15,000,000 Shares on conversion of the Options referred to in paragraph (a)(i) above; and

• (ii) the issue of Shares upon the conversion of the Convertible Notes to be issued pursuant to paragraph (a)(ii) above; and

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• (c) for the purposes of Listing Rule 10.1, the deemed disposal of a substantial asset to Silja as a result of the Company granting Silja security over its assets in relation to the funds made available under the Convertible Notes.

2.2 Section 606 of the Corporations Act – Statutory Prohibition

Pursuant to Section 606(1) of the Corporations Act, a person must not acquire a relevant interest in issued voting shares in a listed company if the person acquiring the interest does so through a transaction in relation to securities entered into by or on behalf of the person and because of the transaction, that person’s or someone else’s voting power in the company increases:

• (a) from 20% or below to more than 20%; or

• (b) from a starting point above 20% and below 90%.

VOTING POWER AND RELEVANT INTERESTS

The voting power of a person in a body corporate is determined in accordance with Section 610 of the Corporations Act. The calculation of a person’s voting power in a company involves determining the voting shares in the company in which the person and the person’s associates have a relevant interest.

A person (“second person”) will be an “associate” of the other person (“first person”) if:

• (a) the first person is a body corporate and the second person is:

• (i) a body corporate the first person controls;

• (ii) a body corporate that controls the first person; or

(iii) a body corporate that is controlled by an entity that controls the person;

• (b) the second person has entered or proposed to enter into a relevant agreement with the first person for the purpose of controlling or influencing the composition of the Company’s board or the conduct of the Company’s affairs; and

• (c) the second person is a person with whom the first person is acting or proposed to act, in concert in relation to the Company’s affairs.

Section 608(1) of the Corporations Act provides that a person has a relevant interest in securities if they:

• (a) are the holder of the securities;

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• (b) have the power to exercise, or control the exercise of, a right to vote attached to the securities; or

• (c) have power to dispose of, or control the exercise of a power to dispose of, the securities.

It does not matter how remote the relevant interest is or how it arises. If two or more people can jointly exercise one of these powers, each of them is taken to have that power.

Section 608(3) of the Corporations Act provides that a person has the relevant interests in any securities held by a body corporate in which the person’s voting power is above 20%.

Deemed Relevant Interests, Voting Power and Associates

As set out above, Z Nominees holds all of the issued capital of Silja as nominee for and on behalf of ZAH and Mrs Josephine Haller holds all of the issued capital of ZAH. Accordingly, in accordance with Section 608(3), Mrs Josephine Haller and ZAH are taken to have relevant interest in the Company’s shares to the extent of Z Nominees’ holding.

Z Nominees is taken not to have a relevant interest in the Company’s shares as a result of the operation of Section 609(2), which provides that generally a person does not have a relevant interest in shares if that person holds shares as a nominee.

As also set out above, Mr Alexander Haller provides investment advice to Silja in relation to its Goldstar investments. As such and due to his relationship with Mrs Haller, Mr Haller has a relevant interest in the securities to be issued to Silja and the securities held by Z Nominees. Mr Haller also holds 370,367 shares on his own behalf and is the beneficial owner of a further 52,800 shares.

In the event all of the Shares the subject of Resolution 3 (i.e. as a result of conversion of the Convertible Notes and the Options) are issued, the voting power of Silja and the Associated Parties will increase from a point below 20% to above 20%.

Section 611 Item 7 of the Corporations Act – Exemption from Section 606

Section 611 provides that certain acquisitions of relevant interests in a company’s voting shares are exempt from the prohibition in Section 606(1), including acquisitions approved previously by a resolution passed at a general meeting of the company in which the acquisition is made (Item 7 of Section 611).

For the exemption of Item 7 of Section 611 to apply, Shareholders must be given all information known to the person proposing to make the acquisition or their associates, or known to the Company that was material to the decision on how to vote on the resolution. In Regulatory Guide 111, the

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ASIC has indicated what additional information should be provided to shareholders in these circumstances.

For the purposes of the Corporations Act, and Regulatory Guide 111, the following information is disclosed in relation to the acquisition of relevant interest in the Company by the Associated Parties. Shareholders are also referred to the Independent Expert’s Report prepared by Stanton Partners International Pty Ltd which forms part of this Explanatory Statement.

The figures in the following section assume that:

• (a) the Company has 150,630,097 Shares on issue and does not issue any additional Shares other than on conversion of the Options and Convertible Notes;

• (b) the Convertible Notes all convert at $0.10, $0.05 or $0.01 per Share (i.e. we have provided examples of three alternative situations). Theoretically, the price could be vary significantly and if the price was lower Silja would be issued with a much larger number of Shares) or higher (Silja would be issued with a much lower number of Shares);

• (c) all of the 15,000,000 Options are converted into Shares;

• (d) the Initial Loan was advanced on 11 September 2008 and the Convertible Notes are all issued in early November following the meeting;

• (e) the Convertible Notes are converted in full on the Maturity Date and all capitalised interest is also converted on this date (with the Company having not elected to repurchase any of the Convertible Notes prior to this date);

• (f) the Company does not issue any additional Shares (other than on conversion of the Options and/or the Convertible Notes) prior to the Maturity Date; and

• (g) the Associated Parties do not acquire any additional Shares other than those referred to in Resolution 3.

Prescribed Information

• (a) The identity of each person proposing to make an acquisition of a relevant interest (“Acquirer”) and their associates (“Associates”) is:

Acquirer	Associates
Silja	ZAH, Mrs Josephine Haller and Mr Alexander Haller

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(b) As at the date of this Notice, the following parties had a relevant interest in shares of the Company:

Party	Relevant Interest	Capacity
Silja	Nil	N/A
ZAH	23,489,242	Section 608(3)
Mrs Josephine Haller	23,489,242	Section 608(3)
Mr Alexander Haller	23,489,242 370,367 52,800	Section 608(1) Direct holder Beneficial Owner

The relevant interests of the Associated Parties and their voting power is set out in the tables below :

Relevant Interest in Shares (assuming the Options and each of the Convertible Notes are converted at $0.10)

Party	Current	Options	First Tranche Note	Second Tranche Note	Third Tranche Note
Silja	Nil	15,000,000	36,793,921	61,399,430	107,534,760
ZAH	23,489,242	38,489,242	60,283,163	84,888,672	131,024,002
Mrs Josephine Haller	23,489,242	38,489,242	60,283,163	84,888,672	131,024,002
Mr Alexander Haller	23,912,409	38,912,409	60,706,330	85,311,839	131,447,169

Relevant Interest in Shares (assuming the Options and each of the Convertible Notes are converted at $0.05)

Party	Current	Options	First Tranche Note	Second Tranche Note	Third Tranche Note
Silja	Nil	15,000,000	58,587,842	107,798,842	200,069,502
ZAH	23,489,242	38,489,242	82,077,084	131,288,084	223,558,744
Mrs Josephine Haller	23,489,242	38,489,242	82,077,084	131,288,084	223,558,744
Mr Alexander Haller	23,912,409	38,912,409	82,500,251	131,711,251	223,981,911

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Relevant Interest in Shares (assuming the Options and each of the Convertible Notes are converted at $0.01)

Party	Current	Options	First Tranche Note	Second Tranche Note	Third Tranche Note
Silja	Nil	15,000,000	232,939,200	478,994,200	940,347,500
ZAH	23,489,242	38,489,242	256,428,442	502,483,442	963,836,742
Mrs Josephine Haller	23,489,242	38,489,242	256,428,442	502,483,442	963,836,742
Mr Alexander Haller	23,912,409	38,912,409	256,851,609	502,906,609	964,259,909

Voting Power (assuming the Options and each of the Convertible Notes are converted at $0.10)

Party	Current	Options	First Tranche Note	Second Tranche Note	Third Tranche Note
Silja	Nil	9.06%	19.63%	28.96%	41.65%
ZAH	15.59%	23.24%	32.16%	40.04%	50.75%
Mrs Josephine Haller	15.59%	23.24%	32.16%	40.04%	50.75%
Mr Alexander Haller	15.87%	23.49%	32.39%	40.24%	50.92%
Total Voting Power	15.87%	23.49%	32.39%	40.24%	50.92%

The maximum increase in the Acquirer’s voting power as a result of the acquisition will be 41.65%.

The maximum voting power that the Acquirer would have as a result of the acquisition will be 41.65%.

The maximum increase in ZAH’s and Mrs Josephine Haller’s voting power as a result of the acquisition will be 35.16%

The maximum increase in Mr Alexander Haller’s voting power as a result of

the acquisition will be 35.05%

The maximum voting power that ZAH and Mrs Josephine Haller would have as a result of the acquisition will be 50.75%.

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The maximum voting power that Mr Alexander Haller would have as a result of the acquisition will be 50.92%.

Voting Power (assuming the Options and each of the Convertible Notes are converted at $0.05)

Party	Current	Options	First Tranche Note	Second Tranche Note	Third Tranche Note
Silja	Nil	9.06%	28.00%	41.71%	57.05%
ZAH	15.59%	23.24%	39.23%	50.80%	63.75%
Mrs Josephine Haller	15.59%	23.24%	39.23%	50.80%	63.75%
Mr Alexander Haller	15.87%	23.49%	39.43%	50.97%	63.87%
Total Voting Power	15.87%	23.49%	39.43%	50.97%	63.87%

The maximum increase in the Acquirer’s voting power as a result of the acquisition will be 57.05%.

The maximum voting power that the Acquirer would have as a result of the

acquisition will be 57.05%.

The maximum increase in ZAH’s and Mrs Josephine Haller’s voting power as

a result of the acquisition will be 48.16%

The maximum increase in Mr Alexander Haller’s voting power as a result of

the acquisition will be 48%

The maximum voting power that ZAH and Mrs Josephine Haller would have

as a result of the acquisition will be 63.75%.

The maximum voting power that Mr Alexander Haller would have as a result of the acquisition will be 63.87%.

Voting Power (assuming the Options and each of the Convertible Notes are converted at $0.01)

Party	Current	Options	First Tranche Note	Second Tranche Note	Third Tranche Note
Silja	Nil	9.06%	60.73%	76.08%	86.19%
ZAH	15.59%	23.24%	66.85%	79.81%	88.35%

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Mrs Josephine Haller	15.59%	23.24%	66.85%	79.81%	88.35%
Mr Alexander Haller	15.87%	23.49%	66.96%	79.87%	88.38%
Total Voting Power	15.87%	23.49%	66.96%	79.87%	88.38%

The maximum increase in the Acquirer’s voting power as a result of the acquisition will be 86.19%.

The maximum voting power that the Acquirer would have as a result of the acquisition will be 86.19%.

The maximum increase in ZAH’s and Mrs Josephine Haller’s voting power as a result of the acquisition will be 72.76%

The maximum increase in Mr Alexander Haller’s voting power as a result of the acquisition will be 72.51%

The maximum voting power that ZAH and Mrs Josephine Haller would have as a result of the acquisition will be 88.35%.

The maximum voting power that Mr Alexander Haller would have as a result of the acquisition will be 88.38%.

Intentions of the Associated Parties in relation to the Company

The Company understands that the Associated Parties:

• (a) have no intention of making any changes to the business of the Company;

• (b) do not propose to change the employment arrangements of the Company;

• (c) do not intend to redeploy any fixed assets of the Company;

• (d) do not have any present intention to inject further capital into the Company;

• (e) do not intend to transfer any property between the Company and the Vendors or any person associated with any of them; and

• (f) have no current intention to change the Company’s existing policies in relation to financial matters or dividends.

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ABN 42 128 908 289

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21 October 2008

The Directors Goldstar Resources NL Level 11 330 Collins Street MELBOURNE VIC 3000

Dear Sirs

We refer to our Independent Expert's Report ("IER") dated 15 September 2008 addressed to the Directors of Goldstar Resources Limited ("Goldstar"). We have been advised of additional information pertaining to Silja Limited ("Silja"). Information provided to us today notes that Silja is owned 100% by Z Nominees Limited who holds the shares in Silja as nominee for ZAH Limited. We have also been advised that, due to relationships with Silja or ZAH, Mrs Josephine Haller and Mr Alexander Haller will have relevant interests in the shares in which Silja has a relevant interest. We have also been advised that Mr Alexander Haller has an interest in 423,167 shares in Goldstar. The additional information provided to us regarding Alexander Haller and ownership of Silja does not affect our conclusion that the proposals to issue up to 3 Tranches of convertible notes to Silja and allow the conversion of the Notes to shares at the option of Silja is not fair but reasonable.

Yours faithfully STANTONS INTERNATIONAL SECURITIES PTY LTD

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J P Van Dieren, FCA Director

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