PENINSULA ENERGY LIMITED — Proxy Solicitation & Information Statement 2004

Feb 24, 2004

Kanowna Lights Limited ACN 062 409 303

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of shareholders of Kanowna Lights Limited will be held at 31 Ord Street, West Perth, Western Australia at 10:00am on Friday 26th March 2004.

AGENDA

SPECIAL BUSINESS

Resolution 1 – Change of Name

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

"That for the purpose of Section $157(1)$ of the Corporations Act and for all other purposes, the name of the Company be changed to Peninsula Minerals Limited and the Constitution be amended accordingly."

ORDINARY BUSINESS

Resolution 2 – Ratification of the Allotment and Issue of Shares

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

"That, for the purpose of Listing Rule 7.4 of the Listing Rules of the Australian Stock Exchange Limited and for all other purposes, the Company ratifies the allotment and issue of 26,150,000 fully paid ordinary shares to the shareholders of Resource & Capital Management SA Pty Ltd on a pro rata basis as consideration for the acquisition by the Company of all of the shares in Resource & Capital Management SA Pty Ltd and the interests in tenements and joint ventures held by that Company."

Short Explanation: Approval is sought under Listing Rule 7.4 to allow the Company to ratify the issue and allotment of these securities. Please refer to the Explanatory Statement for details.

Voting Exclusion: The Company will disregard any votes cast on this resolution by any person who participated in the issue and any associates of those persons.

DATED THIS 25th DAY OF FEBRUARY 2004 BY ORDER OF THE BOARD

Tim Flavel Company Secretary

NOTES:

• $\mathbf{I}$ . A shareholder of the Company who is entitled to attend and vote at a general meeting of shareholders is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.
• $2.$ Where a voting exclusion applies, 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 to vote as the proxy decides 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.
• For the purposes of the Corporations Act, the Directors have set a snapshot date to determine the identity of those entitled to 3. attend and vote at the Meeting. The snapshot date is 10.00am on 24 March 2004.

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The General Meeting of the shareholders of Kanowna Lights Limited will be held at:

31 Ord Street West Perth WA 6005

Commencing at 10:00am on Friday 26th March 2004

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative.

Voting in Person

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

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of General Meeting as soon as possible and either:

• send the proxy by facsimile to the Company on facsimile number (08) 9321 2477 (International: $\bullet$ $+61893212477$ ; or
• deliver to the principal office of the Company, 31 Ord Street, West Perth, Western Australia, ۰ 6005,

so that it is received not later than 10.00am on Wednesday 24th March 2004.

Your proxy form is enclosed.

EXPLANATORY STATEMENT

This Explanatory Statement and all attachments are important documents. They should be read carefully.

$\mathbf{1}$ . GENERAL INFORMATION

This Explanatory Statement has been prepared for the shareholders of the Company in connection with the General Meeting.

THE RESOLUTIONS $2.$

$2.1$ Resolution 1 – Change of Name

The Directors believe that a change of name to Península Minerals Limited better reflects the activities of the Company and recommend the name change to shareholders.

$2.2$ Resolution 2 – Ratification of the Allotment and Issue of Shares

Resolution 2 is required to be approved in accordance with ASX Listing Rule 7.4.

Approval is sought under ASX Listing Rule 7.4 to allow the Company to ratify the issue and allotment of 26,150,000 fully paid ordinary shares (Shares).

The reason for an approval under ASX Listing Rule 7.4 is to reinstate the capacity of the Company to issue up to 15% of its securities without the approval of its shareholders.

The following information is provided to shareholders for the purposes of obtaining shareholder approval pursuant to the ASX Listing Rules:

• the number of Shares allotted by the Company was 26,150,000; $(a)$
• the allottees of the Shares were the shareholders of Resource & Capital Management SA $(b)$ Pty Ltd on a pro-rata basis. None of the allottees were related parties or associates of the Company at the time of allotment and issue;
• the Shares rank equally with the existing Shares on issue; $(c)$
• the Shares have been voluntarily escrowed for a period of six months from the date of $(d)$ allotment and issue:
• the Shares were allotted at a deemed issue price of 2 cents per Share as consideration for $(e)$ the Company acquiring all of the shares of Resource & Capital Management SA Pty Ltd; and
• no funds were raised as a result of the issue. $(f)$

PROXY FORM APPOINTMENT OF PROXY

Kanowna Lights Limited ACN 062 409 303

GENERAL MEETING

$I/Wc$

being a Member of Kanowna Lights Limited entitled to attend and vote at the Meeting, hereby

$\sim$ $\sim$

a and a more comment

$\Box$

Appoint

Name of proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman'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 the 31 Ord Street, West Perth, Western Australia, 6005 on 26th March 2004 and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.

Voting on Business of the General Meeting

	FUK	AGAINST	ABSTAIN
Resolution 1 Change of Name

If the Chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on Resolution 1, please place a mark in this box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of Resolution 1 and that votes cast by him, 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 Chairman of the Meeting will not cast your votes on Resolution 1 and your votes will not be counted in computing the required majority if a poll is called on these Resolution. The Chairman will vote in favour of all of the resolutions if no directions are given.

	Resolution 2	Ratification of the issue and allotment of shares $\Box$
--	--------------	----------------------------------------------------------	--

OR

If the Chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on Resolution 2, please place a mark in this box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of Resolution 2 and that votes cast by him, 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 Chairman of the Meeting will not cast your votes on Resolution 2 and your votes will not be counted in computing the required majority if a poll is called on these Resolution. The Chairman will vote in favour of all of the resolutions if no directions are given.

If two proxies are being appointed, the proportion of voting rights this proxy represents is

Signed this

day of

By:

Individuals and joint holders

Signature

Signature

Signature

Companies (affix common seal if appropriate)

$\sim$ modes a second

$\Box$

%

Director

2004

Director/Company Secretary

Sole Director and Sole Company Secretary

Kanowna Lights Limited ACN 062 409 303 Instructions for Completing 'Appointment of Proxy' Form

• $\mathbf{I}$ . A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
• $\overline{2}$ . A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.
• $\overline{3}$ . Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
  • 2 directors of the company:
  • a director and a company secretary of the company: or
  • for a proprietary company that has a sole director who is also the sole company secretary $\bullet$ that director.

For the Company to rely on the assumptions set out in Section $129(5)$ and $(6)$ of the Corporations Act. a document must appear to have been executed in accordance with Section $127(1)$ or $(2)$ . This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

• $4.$ Completion of a Proxy Form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.
• 1. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.