PENINSULA ENERGY LIMITED — Proxy Solicitation & Information Statement 2009

Jun 9, 2009

PENINSULA MINERALS LIMITED

ABN 67 062 409 303

NOTICE OF GENERAL MEETING

TIME : 11.00 am (WST) DATE : 13 July 2009 PLACE : The 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 (08) 9380 9920.

CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolutions)

Explanatory Statement (explaining the proposed resolutions)

Glossary

Schedule 1 – Terms and Conditions of Options

Schedule 2 – Valuation of Options to Directors.

Proxy Form

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders of Peninsula Minerals Limited which this Notice of Meeting relates to will be held at 11.00 am (WST) on Monday, 13 July 2009 at:

The 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 proxy form enclosed and deliver:

• (a) in person or by post to Advanced Share Registry, 150 Stirling Highway, Nedlands, Western Australia 6009; or

• (b) by facsimile to Advanced Share Registry on facsimile number +61 8 9389 7871,

so that it is received not later than 5.00 pm WST on 9 July 2009.

Proxy forms received later than this time will be invalid.

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders of Peninsula Minerals Limited will be held at The Celtic Club, 48 Ord Street, West Perth at 11.00 am (WST) on 13 July 2009.

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 on 9 July 2009 at 5.00 pm (WST).

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

IMPORTANT NOTICE:

Please refer to Section 1 of the Explanatory Statement for details regarding the Placement and the operation of Resolutions 1, 2 and 3.

AGENDA

RESOLUTION 1 – RATIFICATION OF ISSUE OF TRANCHE 1 PLACEMENT SHARES AND OPTIONS

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 109,700,000 Shares at an issue price of 2.8 cents per Share and 27,425,000 attaching Options 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 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.

RESOLUTION 2 – APPROVAL FOR ISSUE OF TRANCHE 2 PLACEMENT SHARES AND OPTIONS

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

“Subject to approval of Resolution 1, that, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to make a placement of up to 108,157,857 Shares at an issue price of 2.8 cents per Share together with up to 27,039,464 attaching Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and any person who might obtain a benefit if the resolution is passed, except a benefit solely in the capacity of a holder of ordinary securities, 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

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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.

RESOLUTION 3 – ISSUE OF PLACEMENT SHARES AND OPTIONS

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 up to 217,857,857 Shares and 54,464,464 Options 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.

RESOLUTION 4 – ISSUE OF SHARES AND OPTIONS TO MR JOHN SIMPSON

To consider and, if thought fit, to pass, with or without amendment, 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 Company to allot and issue up to 12,500,000 Shares at an issue price of 2.8 cents per Share and up to 3,125,000 attaching options to Mr John Simpson (or his nominee) pursuant to the Placement and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Simpson (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.

RESOLUTION 5 – ISSUE OF SHARES AND OPTIONS TO MR WARWICK GRIGOR

To consider and, if thought fit, to pass, with or without amendment, 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 Company to allot and issue 3,000,000 Shares at an issue price of 2.8 cents per Share and 750,000 attaching options to Mr Warwick Grigor (or his nominee) pursuant to the Placement and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Grigor (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.

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RESOLUTION 6 – ISSUE OF SHARES AND OPTIONS TO MR ALAN MARLOW

To consider and, if thought fit, to pass, with or without amendment, 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 Company to allot and issue 714,286 Shares at an issue price of 2.8 cents per Share and 178,571 attaching options to Mr Alan Marlow (or his nominee) pursuant to the Placement and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Marlow (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.

RESOLUTION 7 – ISSUE OF SHARES AND OPTIONS TO MR MALCOLM JAMES

To consider and, if thought fit, to pass, with or without amendment, 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 Company to allot and issue 1,642,857 Shares at an issue price of 2.8 cents per Share and 410,714 attaching options to Mr Malcolm James (or his nominee) pursuant to the Placement and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr James (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.

DATED: 8 JUNE 2009

BY ORDER OF THE BOARD

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JONATHAN WHYTE COMPANY SECRETARY PENINSULA MINERALS LIMITED

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the General Meeting to be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on 13 July 2009 at 11.00 am (WST).

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. BACKGROUND TO RESOLUTIONS

On 29 May 2009, the Company announced its intention to undertake a capital raising by the issue of 235,715,000 Shares and 58,928,750 Options to raise up to a total of $6,600,020, before expenses ( Capital Raising ).

The Capital Raising will comprise:

• (a) a placement of 217,857,857 Shares and 54,464,464 Options (on the basis of 1 new Option for every 4 new Shares issued) ( Placement Securities ) to predominantly sophisticated and professional investor clients to raise a total of approximately $6,100,020 ( Placement ); and

• (b) the issue of up to 17,857,143 shares at an issue price of 2.8 cents per Share together with up to 4,464,286 attaching Options (on the same terms as the Placement) to Messers John Simpson, Alan Marlow, Warwick Grigor and Malcolm James, being directors of the Company, to raise up to $500,000 before expenses ( Director Placement ).

Resolutions 4, 5, 6 and 7 seek Shareholder Approval for the Company to issue the Shares and Options to Directors of the Company under the Director Placement.

Placement It is intended that the Placement will occur in two tranches. The first tranche of the Placement Securities will comprise the issue of up to 109,700,000 Shares at an issue price of $0.028 per Share together with 27,425,000 attaching Options to raise $3,071,600 before expenses ( Tranche 1 Placement ). The Tranche 1 Placement is intended to be completed within the Company’s 15% annual placement capacity without Shareholder approval prior to the date of the General Meeting.

It is intended that the second tranche of the Placement Securities will comprise the issue of up to 108,157,857 Shares at an issue price of $0.028 per Share together with 27,039,464 attaching Options to raise up to approximately $3,028,420 ( Tranche 2 Placement ). The Tranche 2 Placement will be subject to, and completed following, Shareholder approval under Resolution 2 or Resolution 3.

Pursuant to Resolution 1, the Company is seeking Shareholder approval to ratify the issue of the Tranche 1 Placement. In the event that the Tranche 1 Placement does not occur prior to the Meeting date, the Chairman intends to move that Resolution 1 be withdrawn at the Meeting and Shareholder approval for the Tranche 1 Placement will alternatively be sought pursuant to Resolution 3 (see below).

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Pursuant to Resolution 2, subject to shareholder approval of Resolution 1, the Company is seeking Shareholder approval for the issue of the Tranche 2 Placement. In the event that the Tranche 1 Placement does not occur prior to the Meeting date, the Chairman intends to move that Resolution 2 be withdrawn at the Meeting and Shareholder approval for the Tranche 2 Placement will alternatively be sought pursuant to Resolution 3.

Resolution 3 is an alternate resolution to Resolutions 1 and 2 whereby the Company seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of both the Tranche 1 Placement and Tranche 2 Placement that are the subject of Resolutions 1 and 2. Pursuant to Resolution 3, the Company is seeking Shareholder approval for the issue of the Placement Securities. If the Tranche 1 Placement occurs prior to the Meeting date, the Chairman intends to move that Resolution 3 be withdrawn at the Meeting, given that the Tranche 1 Placement will have already been approved pursuant to Resolution 1.

In the event that the Tranche 1 Placement does not occur prior to the Meeting date, the Chairman intends to move that Resolution 1 be withdrawn at the Meeting and Shareholder approval for the Tranche 1 Placement will alternatively be sought pursuant to this Resolution 3.

As noted above, it is the Company’s intention to finalise the Tranche 1 Placement between the date of this Notice of Meeting and the date of the Meeting.

In addition the Company has resolved to undertake a pro-rata nonrenounceable entitlements issue on the basis of one (1) Share for every six (6) Shares held at an issue price of 2.8 cents each and the issue of one (1) free attaching Option for every 4 new Shares subscribed to raise approximately $4,483,172 ( Entitlement Issue ).

Hartleys Limited has been appointed as Lead Manager of the Placement and Entitlement Issue outlined above.

2. RESOLUTION 1 – RATIFICATION OF ISSUE OF PLACEMENT SHARES AND OPTIONS

2.1 General

Pursuant to Resolution 1, the Company is seeking Shareholder approval pursuant to ASX Listing Rule 7.4 to ratify the issue of the Tranche 1 Placement.

It is the Company’s intention to finalise the Placement between the date of this Notice of Meeting and the date of the Meeting, using its existing capacity under Listing Rule 7.1. However, as the Company intends to finalise the Placement prior to the Meeting, it is required to seek Shareholder approval in ratification of the issue, in accordance with Listing Rule 7.4.

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

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.

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ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in a 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 this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% threshold set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

The effect of Resolution 1 will be to allow the Company to issue the securities pursuant to the Tranche 1 Placement without using the Company’s 15% annual placement capacity.

Important Notice

In the event that the Tranche 1 Placement does not occur prior to the Meeting date, the Chairman intends to move that Resolution 1 be withdrawn at the Meeting and Shareholder approval for the Tranche 1 Placement will alternatively be sought pursuant to Resolution 3 (see below).

2.2 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 1:

• (a) the maximum number of securities to be issued is 109,700,000 Shares and 27,425,000 Options;

• (b) the Shares will be issued at an issue price of 2.8 cents per Share. The Options will be free attaching;

• (c) it is intended that allotment of the Shares and Options will occur on 15 June 2009;

• (d) none of the allottees will be related parties of the Company;

• (e) the Shares are fully paid ordinary shares in the capital of the Company and will rank equally with the Company’s currently issued Shares;

• (f) the Company will apply for quotation of the Options on the official list of ASX;

• (g) the Options will be issued on the terms and conditions set out in Schedule 1; and

• (h) up to $3,071,600 will be raised from the placement. It is intended that these funds (after deducting the costs of the Offer), together with funds raised under the Entitlement Issue, the Tranche 2 Placement and the Director Placement will be applied to confirmation, expansion and JORC compliant resource definition drilling at the Lance Projects in Wyoming, USA and the various studies required to progress the Lance Projects toward a bankable feasibility study, as well as exploration at the Karoo Projects in South Africa.

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3. RESOLUTION 2 - PLACEMENT OF SHARES AND OPTIONS

3.1 ASX Listing Rules 7.1

Pursuant to Resolution 2, subject to shareholder approval of Resolution 1, the Company is seeking Shareholder approval for the issue of the Tranche 2 Placement.

Important Notice

In the event that the Tranche 1 Placement does not occur prior to the Meeting date, the Chairman intends to move that Resolution 2 be withdrawn at the Meeting and Shareholder approval for the Tranche 2 Placement will alternatively be sought pursuant to Resolution 3.

A summary of ASX Listing Rules 7.1 is set out in the explanatory statement for Resolution 1 above.

The effect of Resolution 2 will be to allow the Directors to issue the Tranche 2 Placement Securities during the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s annual 15% placement capacity.

The following information is provided for Resolution 2 pursuant to and in accordance with Listing Rule 7.3:

• (a) the maximum number of securities to be issued by the Company is 108,157,857 Shares and 27,039,464 Options;

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

• (c) the Shares will be issued at an issue price of 2.8 cents per Share;

• (d) the Options will be issued for nil consideration on the basis of one (1) free Option for every four (4) new Shares issued;

• (e) the Securities will be allotted and issued within one (1) month of the date of the meeting and it is intended that the allotment and issue of the Securities will take place on one and the same date;

• (f) the Shares issued will rank equally with the existing Shares on issue;

• (a) the Company will apply for quotation of the Options on the official list of ASX;

• (b) the Options will be issued on the terms and conditions set out in Schedule 1 to this Explanatory Statement; and

• (a) up to $3,028,420 will be raised from the placement. It is intended that these funds (after deducting the costs of the Offer), together with funds raised under the Tranche 1 Placement, Entitlement Issue and Director Placement will be applied to confirmation, expansion and JORC compliant resource definition drilling at the Lance Projects in Wyoming, USA and the various studies required to progress the Lance Projects

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toward a bankable feasibility study, as well as exploration at the Karoo Projects in South Africa

4. RESOLUTION 3 – ISSUE OF PLACEMENT SHARES AND OPTIONS

Resolution 3 is an alternate resolution to Resolutions 1 and 2 whereby the Company seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of both the Tranche 1 Placement and Tranche 2 Placement that are the subject of Resolutions 1 and 2.

Important Notice

If the Tranche 1 Placement occurs prior to the Meeting date, the Chairman intends to move that Resolution 3 be withdrawn at the Meeting, given that approval for the Tranche 1 Placement will have already been sought pursuant to Resolution 1.

In the event that the Tranche 1 Placement does not occur prior to the Meeting date, the Chairman intends to move that Resolution 1 be withdrawn at the Meeting and Shareholder approval for the Tranche 1 Placement will alternatively be sought pursuant to this Resolution 3.

A summary of ASX Listing Rules 7.1 is set out in the explanatory statement for Resolution 1 above.

The effect of Resolution 3 will be to allow the Directors to issue the Tranche 2 Placement Securities during the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s annual 15% placement capacity.

The following information is provided for Resolution 3 pursuant to and in accordance with Listing Rule 7.3:

• (a) the maximum number of securities to be issued by the Company is 217,857,857 Shares and 54,464,464 Options;

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

• (c) the Shares will be issued at an issue price of 2.8 cents per Share;

• (d) the Options will be issued for nil consideration on the basis of one (1) free Option for every four (4) new Shares issued;

• (e) the Securities will be allotted and issued within one (1) month of the date of the meeting and it is intended that the allotment and issue of the Securities will take place on one and the same date;

• (f) the Shares issued will rank equally with the existing Shares on issue;

• (a) the Company will apply for quotation of the Options on the official list of ASX;

• (b) the Options will be issued on the terms and conditions set out in Schedule 1 to this Explanatory Statement; and

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• (c) the funds raised from the issue of the Shares and Options pursuant to Resolution 3 will be applied to confirmation, expansion and JORC compliant resource definition drilling at the Lance Projects in Wyoming, USA and the various studies required to progress the Lance Projects toward a bankable feasibility study, as well as exploration at the Karoo Projects in South Africa.

5. RESOLUTIONS 4, 5, 6 AND 7 – ISSUE OF SHARES AND OPTIONS TO DIRECTORS

5.1 General

The Company has agreed, subject to obtaining shareholder approval, to allot and issue up to a total of 17,857,143 Shares and 4,464,286 Options to Messrs Simpson, Grigor, Marlow and James ( Related Parties ) 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 a related party of the public company, the public company 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 the ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

The issue of the Shares and Options to the Related Parties pursuant to Resolutions 4, 5, 6 and 7 requires the Company to obtain Shareholder approval because the issue of Shares and Options constitutes giving a financial benefit and, as Directors, Messrs Simpson, Grigor, Marlow and James are related parties 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 issue of the Shares and Options to the Related Parties.

5.2 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 Issue of Shares and Options:

• (a) the related parties are Messrs John Simpson, Warwick Grigor, Alan Marlow and Malcolm James and they are related parties by virtue of being Directors;

• (b) the maximum number of Shares and Options (being the nature of the financial benefit being provided) to be issued to the Related Parties is:

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Related Party	Shares	Options
Mr John Simspon	12,500,000	3,125,000
Mr Warwick Grigor	3,000,000	750,000
Mr Alan Marlow	714,286	178,571
Mr Malcolm James	1,642,857	410,714
Total	17,857,143	4,464,285

• (c) the Shares will be issued at an issue price of 2.8 cents per Share. The Options will be free attaching:

• (d) the Shares and Options will be issued no later than one (1) month 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 one and the same date;

• (e) the Shares are fully paid ordinary shares in the capital of the Company and will rank equally with the Company’s current issued Shares; and

• (f) the Company will apply for quotation of the Options on the official list of ASX;

• (g) the funds raised from the issue of the Shares and Options is up to a maximum of $500,000.

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

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

• (j) the relevant interests of the Related Parties in securities of the Company at the date of this Notice are set out below:

Related Party	Shares	Options	Entitlement	Entitlement	Shares to be issued pursuant to Resolutions 4, 5, 6 and 7	Options to be issued pursuant to Resolutions 4, 5, 6 and 7
			Shares	Options
Mr John Simpson	17,500,000	28,000,000²	2,916,667	729,167	12,500,000	3,125,000
Mr Warwick Grigor	-	12,000,0004	-	-	3,000,000	750,000
Mr Alan Marlow	-	20,000,0005	-	-	714,286	178,571
Mr Malcolm James	9,943,000	12,813,0003	1,657,167	414,292	1,642,857	410,714
Total	27,443,000	72,813,000	4,573,834	1,143,459	17,857,143	4,464,285

Notes:

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1. Each of the Directors may also take up their full entitlement under the Entitlement Issue. As at the date of the Notice of Meeting, none of the Directors had determined whether or not they would take up all or part of their entitlement under the Entitlement Issue.

2. 7,000,000 unlisted Options exercisable at $0.03 on or before 30 June 2012 and 21,000,000 unlisted Options exercisable at $0.06, $0.10 and $0.15 in equal proportions on or before 30 June 2010. One third of each class of these options vest every twelve months from date of issue.

3. 3,000,000 unlisted Options exercisable at $0.03 on or before 30 June 2012 and 9,000,000 unlisted Options exercisable at $0.06, $0.10 and $0.15 in equal proportions on or before 30 June 2010. One third of each class of these options vest every twelve months from date of issue. Also 813,000 listed Options exercisable at $0.10 on or before 30 June 2010.

4. 3,000,000 unlisted Options exercisable at $0.03 on or before 30 June 2012 and 9,000,000 unlisted Options exercisable at $0.06, $0.10 and $0.15 in equal proportions on or before 30 June 2010. One third of each class of these options vest every twelve months from date of issue.

5. 5,000,000 unlisted Options exercisable at $0.03 on or before 30 June 2012 and 15,000,000 unlisted Options exercisable at $0.06, $0.10 and $0.15 in equal proportions on or before 30 June 2010. One third of each class of these options vest every twelve months from date of issue.

6. (k) the remuneration (including superannuation) and emoluments from the Company to the Related Parties for the previous financial year and that expected for the current financial year are set out below:

Related Party	Expected Current Financial Year	Previous Financial Year
Mr John Simspon	$262,122	$262,715
Mr Warwick Grigor	$29,000	$35,909
Mr Alan Marlow	$40,493	$39,108
Mr Malcolm James	$29,000	$35,909
Total	$360,615	$373,641

• (l) If the Options granted to Mr Simpson under Resolution 4 are exercised, a further 3,125,000 Shares would be allotted and issued to Mr Simpson. As a result of the issue of Shares under Resolution 4 and the exercise of the Options issued under Resolution 4, the number of Shares on issue would increase from 1,230,492,889 to 1,246,117,889 (assuming that 109,700,000 Shares had been issued pursuant to the Tranche 1 Placement, 160,113,285 Shares had been issued pursuant to the Entitlement Issue and that no other Options are exercised and no other Shares issued) with the effect that the shareholding of existing Shareholders would be diluted by 1.25%;

• (m) If the Options granted to Mr Grigor under Resolution 5 are exercised, a further 750,000 Shares would be allotted and issued to Mr Grigor. As a result of the issue of Shares under Resolution 5 and the exercise of the

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Options issued under Resolution 5, the number of Shares on issue would increase from 1,230,492,889 to 1,234,242,889 (assuming that 109,700,000 Shares had been issued pursuant to the Tranche 1 Placement, 160,113,285 Shares had been issued pursuant to the Entitlement Issue and that no other Options are exercised and no other Shares issued) with the effect that the shareholding of existing Shareholders would be diluted by 0.3%;

• (n) If the Options granted to Mr Marlow under Resolution 6 are exercised, a further 178,571 Shares would be allotted and issued to Mr Marlow. As a result of the issue of Shares under Resolution 6 and the exercise of the Options issued under Resolution 6, the number of Shares on issue would increase from 1,230,492,889 to 1,231,385,746 (assuming that 109,700,000 Shares had been issued pursuant to the Tranche 1 Placement, 160,113,285 Shares had been issued pursuant to the Entitlement Issue and that no other Options are exercised and no other Shares issued) with the effect that the shareholding of existing Shareholders would be diluted by 0.07%;

• (o) If the Options granted to Mr James under Resolution 7 are exercised, a further 410,714 Shares would be allotted and issued to Mr James. As a result of the issue of Shares under Resolution 7 and the exercise of the Options issued under Resolution 7, the number of Shares on issue would increase from 1,230,492,889 to 1,232,546,460 (assuming that 109,700,000 Shares had been issued pursuant to the Tranche 1 Placement, 160,113,285 Shares had been issued pursuant to the Entitlement Issue and that no other Options are exercised and no other Shares issued) with the effect that the shareholding of existing Shareholders would be diluted by 0.17%;

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

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

	Price	Date
Highest	4.7 cents	13 June 2008
Lowest	1.3 cents	10 October 2008 and 9,11,12,16,17 December 2008
Last	3.4 cents	2 June 2009

• (r) The primary purpose of the issue of the Shares and Options to the Related Parties pursuant to Resolutions 4, 5, 6 and 7 is to raise further funds for the confirmation, expansion and JORC compliant resource definition drilling at the Lance Projects in Wyoming, USA and the various studies required to progress the Lance Projects toward a bankable

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feasibility study, as well as exploration at the Karoo Projects in South Africa. The Board considers that the issue of Shares and Options to the Related Parties is reasonable on the basis that they are being issued on the same terms and conditions as those being issued to non-related parties under the Placement and Entitlement Issue. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Shares and Options to the Related Parties upon the terms proposed;

• (s) Each of Messrs Simpson, Grigor, Marlow and James decline to make a recommendation to Shareholders in relation to Resolutions 4, 5, 6 and 7 respectively due to their respective material personal interest in the outcome of those Resolutions. The Directors are 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 Resolutions 4, 5, 6 and 7.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Shares and Options to the Related Parties pursuant to Resolutions 4, 5, 6 and 7 as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of the Shares and Options to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

6. ENQUIRIES

Shareholders are required to contact Jonathan Whyte on (+61 8) 9380 9920 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

S means Australian Dollars

ASIC means Australian Securities and Investments Commission

ASX means ASX Limited.

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Company and Peninsula means Peninsula Minerals Limited (ABN 67 062 409 303).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

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

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

Meeting means the Meeting convened by the Notice of Meeting.

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

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

Optionholder means a holder of an Option.

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, Perth, Western Australia.

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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

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

• (a) Each Option entitles the holder to one fully paid ordinary Share in the Company at an exercise price of $0.03.

• (b) The Options are exercisable at any time on or before 30 June 2012 by completing a notice of exercise and delivering it to the Company’s share registry together with payment for the number of Shares in respect of which the Options are exercised.

• (c) Subject to the Corporations Act, the Listing Rules and the Constitution of the Company, the Options are freely transferable;

• (d) All Shares issued pursuant to the exercise of Options will rank pari passu in all respects with the existing fully paid ordinary Shares.

• (e) Subject to the Listing Rules, the Company will apply to ASX for official quotation of all Shares issued upon exercise of the Options within three Business Days after the allotment of the Shares.

• (f) There are no participating rights or entitlements inherent in the Options and the holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 10 Business Days after the issue is announced. The Company will also notify holders of any proposed capital issue at least seven Business Days before the record date. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

• (g) If there is a pro-rata issue of Shares to holders of Shares for which no consideration is payable by them (bonus issue), the number of Shares over which the Option is exercisable must be increased by the number of Shares which the holder of the Options would have received if the Options had been exercised before the record date for the bonus issue.

• (h) In the event of any reconstruction (including a consolidation, subdivision, reduction or return) of the issued capital of the Company, the Options will be reorganised in a manner required by the Listing Rules on a reorganisation of capital at the time of the reorganisation.

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SCHEDULE 2 – VALUATION OF DIRECTOR OPTIONS

The Options to be issued to the Related Parties pursuant to Resolutions 4, 5, 6 and 7 have been independently valued.

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

	Valuation		Sensitivity Analysis	Sensitivity Analysis
Number of Options	4,464,285
Share Price(1)	3.6 cents	2.88 cents	3.24 cents	3.96 cents	4.32 cents
Indicative value per option (cents)	2.54 cents	1.93 cents	2.22cents	2.85 cents	3.17cents
Value of Director Options: J.Simpson	$79,375	$60,212	$69,721	$89,172	$99,074
Value of Director Options: W.Grigor	$19,050	$14,451	$16,733	$21,401	$23,778
Value of Director Options: A.Marlow	$4,536	$3,441	$3,984	$5,096	$5,661
Value of Director Options: M. James	$10,432	$7,914	$9,163	$11,720	$13,021
Total Value of Director Options	$113,393	$86,018	$99,601	$127,389	$141,534
Assumptions:
Valuation date	28/05/2009	28/05/2009	28/05/2009	28/05/2009	28/05/2009
Exercise price	3 cents	3 cents	3 cents	3 cents	3 cents
Expiry date	30/06/2012	30/06/2012	30/06/2012	30/06/2012	30/06/2012
Volatility	110%	110%	110%	110%	110%
Risk free interest rate	3.61%	3.61%	3.61%	3.61%	3.61%

(1) As at date of Valuation – 28 May 2009

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

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PROXY FORM

APPOINTMENT OF PROXY PENINSULA MINERALS LIMITED ABN 67 062 409 303

GENERAL MEETING

I/We

being a Member of Peninsula Minerals 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 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 The Celtic Club, 48 Ord Street, West Perth, WA on 13 July 2009 at 11.00am (WST) 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 1-7 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 7 and that votes cast by the Chair of the General Meeting for Resolutions 1 to 7 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 7 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 7. The Chairman intends to vote in favour of all of the Resolutions. OR

Voting on Business of the General Meeting	Voting on Business of the General Meeting
	FOR		AGAINST ABSTAIN
Resolution 1	Ratification of Issue of Tranche 1 Placement
	Shares and Options
Resolution 2	Approval for Issue of Tranche 2 Placement
	Shares and Options
Resolution 3	Issue of Placement Shares and Options
Resolution 4	Issue of Shares and Options to Mr John Simpson
Resolution 5	Issue of Shares and Options to Mr Warwick Grigor
Resolution 6	Issue of Shares and Options to Mr Alan Marlow
Resolution 7	Issue of Shares and Options to Mr Malcolm James
NOTE: RESOLUTION	3 IS AN ALTERNATE RESOLUTION TO RESOLUTIONS 1 AND 2. PLEASE VOTE ON EITHER:
(a)	RESOLUTION 1 AND 2; OR
(b)	RESOLUTION 3.
PLEASE DO NOT VOTE ON ALL OF RESOLTUIONS 1, 2 AND 3.

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 be counted in computing the required majority on a poll.

Signature of Member(s):

Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary Date:____

Contact Name:_____Contact Phone (daytime):______

PENINSULA MINERALS LIMITED ABN 67 062 409 303

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) :

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

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

  - **(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.

  - **(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.

1. (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.

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

3. (a) post the proxy form to Advanced Share Registry, 150 Stirling Highway, Nedlands, Western Australia 6009; or

   • (b) facsimile to Advanced Share Registry on facsimile number on +61 8 9389 7871,

so that is received by no later than 5.00pm (WST) on 9 July 2009

Proxy forms received later than this time will be invalid.

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