PENINSULA ENERGY LIMITED — Proxy Solicitation & Information Statement 2010

Dec 30, 2010

PENINSULA ENERGY LIMITED

ABN 67 062 409 303

NOTICE OF GENERAL MEETING

TIME: 11.00 am (WST)

DATE: 4 February 2011

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)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	10
Schedule 1 – Terms and Conditions of PENOA Options	11
Schedule 2 – Terms and Conditions of PENOC Options	12
Proxy Form	13

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders of Peninsula Energy Limited which this Notice of Meeting relates to will be held at 11.00 am (WST) on Friday, 4 February 2011 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 return it:

• (a) by post to Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235; or
• (b) by facsimile to Link Market Services Limited on facsimile number +61 2 9287 0309; or
• (c) in person to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000; or
• (d) online by visiting www.linkmarketservices.com.au, Select the 'Proxy Voting' option on the top right of the home page. Select Peninsula Energy Limited from the drop down menu titled "Issuer", enter your holding details as shown on your proxy form and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their "Holder Identifier" (Security Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of your Proxy Form). You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website.

so that it is received not later than 11.00am (WST) on 2 February 2010.

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 Energy Limited will be held at The Celtic Club, 48 Ord Street, West Perth at 11.00 am (WST) on 4 February 2011.

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 4.00pm (WST) on 2 February 2011.

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 – SHARES AND ATTACHING PENOA 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 133,333,334 Shares at an issue price of 7.5 cents per Share together with 66,666,667 attaching PENOA 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.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – PENOC 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 62,222,222 PENOC 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.

3. RESOLUTION 3 – APPROVAL FOR ISSUE OF SHARES AND ATTACHING PENOA 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 Company to allot and issue 121,651,309 Shares at an issue price of 7.5 cents per Share together with 60,825,654 attaching PENOA 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.

DATED: 22 December 2010

BY ORDER OF THE BOARD

JONATHAN WHYTE COMPANY SECRETARY PENINSULA ENERGY LIMITED

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 4 February 2011 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 THE RESOLUTIONS

As previously announced the Company has:

• (a) placed 133,333,334 Shares at an issue price of 7.5 cents per Share together with one attaching PENOA Option for every two Shares subscribed to sophisticated and institutional investors in Australia, Asia and Europe (Institutional Placement);
• (b) entered into a Subscription Deed with Pala Investments Holdings Limited (Pala) pursuant to which up to approximately A$21.6 million will be raised pursuant to the placement of up to 288,317,976 Shares to Pala at an issue price of 7.5 cents per Share, together with one attaching listed Option exercisable at 3 cents on or before 30 June 2012 (PENOA Option) for every two (2) new Shares subscribed (Cornerstone Placement). 166,666,666 Shares and 83,333,334 attaching PENOA Options which constitute part of the Cornerstone Placement were issued in accordance with the Shareholder approval obtained at the Company's General meeting held on 4 November 2010;
• (c) entered into an equity facility agreement with Pala pursuant to which the Company may, at its discretion and subject to Pala's approval of the use of funds, over a period of 5 years, draw down on this facility in part or whole (Equity Facility). Shares issued to Pala as consideration for draw down will be priced at the Company's 20 day volume weighted average price (VWAP) prior to the draw date and will include one attaching Option:
  • (i) at an exercise price no higher than 120% of the subscription price of the Shares under the relevant draw down with which the Option is issued; and
  • (ii) with an expiry date not less than 2 years after the date on which the Option is issued,

for every Share issued under a drawdown; and

(d) agreed, in consideration for providing the Equity Facility, to issue Pala a total of 133,333,333 listed Options exercisable at 3 cents on or before 31 December 2015 (PENOC Option) in staged tranches (62,222,222 of the PENOC Options to be issued upon execution of the Equity Facility agreement with the remainder to be issued in equal proportions on each of the four following anniversaries of the execution date) (Equity Facility Options).

The Company is seeking Shareholder approval pursuant to:

• (a) Resolution 1 to ratify the Shares and PENOA Options the subject of the Institutional Placement (Placement 1);
• (b) Resolution 2 to ratify the issue of the first tranche of the Equity Facility Options (being 62,222,222 PENOC Options) (Placement 2); and
• (c) Resolution 3 to issue the balance of the Cornerstone Placement (being 121,651,309 Shares and 60,825,654 attaching PENOA Options) (Placement 3).

2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – SHARES AND ATTACHING PENOA OPTIONS

2.1 General

As detailed in Section 1, the Company issued 133,333,334 Shares and 66,666,667 attaching PENOA Options to sophisticated and institutional clients of Hartleys Limited and BGF Equities at an issue price of 7.5 cents per Share to raise $10,000,000.

The recipients of the Shares and attaching PENOA Options were not related parties of the Company.

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

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities 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 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% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

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 the Placement 1 Ratification:

• (a) 133,333,334 Shares and 66,666,667 PENOA Options were allotted;

• (b) the Shares were issued at an issue price of 7.5 cents each and the PENOA Options were free attaching;

• (c) the Shares and PENOA Options were allotted and issued to sophisticated and institutional clients of Hartleys Limited and BGF Equities on 22 December 2010;

• (d) the Shares were fully paid ordinary shares in the capital of the Company and rank equally with the Company's current issued Shares;

• (e) the PENOA Options were issued on the terms and conditions set out in Schedule 1;

• (f) none of the allottees were related parties of the Company; and

• (g) the funds raised from this issue were used to fund the development and exploration of the Company's uranium projects including resource and exploration drilling at the Lance Projects in Wyoming, USA (Lance Projects), drilling of disposal wells at the Lance Projects, completion of the feasibility study at the Lance Projects and drilling and scoping studies at the Karoo Projects in South Africa.

3. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – PENOC OPTIONS

3.1 General

As detailed in Section 1, the Company issued 62,222,222 PENOC Options to Pala being the first tranche of the Equity Facility Options for the provision of the $100,000,000 Equity Facility by Pala (Equity Facility Options).

The recipients of the Options were not related parties of the Company.

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Options (Equity Facility Option Ratification).

A summary of ASX Listing Rules 7.1 and 7.4 is set out in Section 1 above.

By ratifying this issue, 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.

3.2 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 the Equity Facility Option Ratification:

• (a) 62,222,222 PENOC Options were allotted;
• (b) the Equity Facility Options were free Options issued as part consideration for the provision of Equity Facility by Pala;
• (c) the Equity Facility Options were allotted and issued to Pala Investments Holdings Limited on 20 December 2010;
• (d) the Equity Facility Options were issued on the terms and conditions set out in Schedule 2;
• (e) none of the allottees were related parties of the Company; and
• (f) there were no funds raised from the issue of the Equity Facility Options.

4. RESOLUTION 3 – APPROVAL FOR ISSUE OF SHARES AND ATTACHING PENOA OPTIONS

4.1 General

As detailed in Section 1, subject to Shareholder approval, the Company is required to issue a further 121,651,309 Shares and 60,825,654 PENOA Options to Pala in accordance with the terms and conditions of the Subscription Agreement (Placement 3).

The recipients of the Shares and attaching PENOA Options are not related parties of the Company.

Resolution 3 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of those Shares and attaching PENOA Options (Placement 3 Ratification).

A summary of ASX Listing Rules 7.1 is set out in Section 1 above.

The effect of Resolution 3 will be to allow the Directors to issue the Placement 3 Shares and Options without using the Company's annual 15% placement capacity.

4.2 Technical Information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement 3 Ratification:

• (a) the maximum number of Securities to be issued by the Company is 121,651,309 Shares and 60,825,654 attaching PENOA Options;
• (b) the Shares will be issued at an issue price of 7.5 cents per Share and the PENOA Options will be free attaching;
• (c) the Shares and PENOA Options will be allotted and issued to Pala Investments Holdings Limited;
• (d) the Shares and Options will be allotted and issued no later than 3 months after the date of the 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 the allotment and issue of the securities will take place on one and the same date;
• (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;
• (f) the PENOA Options will be issued on the terms and conditions set out in Schedule 1;
• (g) the Company will apply for official quotation of the PENOA Options on the official list of the ASX;
• (h) none of the allottees will be related parties of the Company; and

(i) the funds raised from this issue will be used to fund the development and exploration of the Company's uranium projects including resource and exploration drilling at the Lance Projects in Wyoming, USA (Lance Projects), drilling of disposal wells at the Lance Projects, completion of the feasibility study at the Lance Projects and drilling and scoping studies at the Karoo Projects in South Africa.

5. ENQUIRIES

Shareholders are requested to contact the Company Secretary on Ph: + 61 (0)8 9380 9920 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

$ means Australian dollars.

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

ASX means ASX Limited (ABN 98 008 624 691).

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

Board means the current board of directors of the Company.

Business Day has the meaning set out in the Listing Rules.

Company means Peninsula Energy 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 this Notice of Meeting.

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

Option means an option to acquire a Share.

Optionholder means the holder of an Option.

Pala means Pala Investments Holding Limited.

PENOA Option means a listed Option exercisable at 3 cents on or before 30 June 2012 and otherwise on the terms and conditions set out in Schedule 1 of this Notice of Meeting.

PENOC Option means a listed Option exercisable at 3 cents on or before 31 December 2015 and otherwise on the terms and conditions set out in Schedule 2 of this Notice of Meeting.

Proxy Form means the proxy form attached to this Notice of Meeting.

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 or a Performance Share as the context requires.

WST means Western Standard Time, Perth, Western Australia.

SC HED ULE 1 – TER MS AND C OND I TI ONS OF PENOA O PTI ONS

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

• (a) Each Option gives the Optionholder the right to subscribe for one Share.
• (b) The Options will expire at 5.00pm (WST) on 30 June 2012 (Expiry Date). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
• (c) The amount payable upon exercise of each Option will be $0.03 (Exercise Price).
• (d) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:
  • (i) a written notice of exercise of Options specifying the number of Options being exercised; and
  • (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

(Exercise Notice).

• (e) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares. The Company will apply for official quotation by ASX of all Shares issued upon exercise of the Options;
• (f) The Company will apply for official quotation of the Options by ASX;
• (g) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
• (h) There are no participating rights or entitlements inherent in the Options and Optionholders 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 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
• (i) An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

SC HED ULE 2 – TER MS AND C OND I TI ONS OF PENOC OP TI ONS

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

• (a) Each Option gives the Optionholder the right to subscribe for one Share.
• (b) The Options will expire at 5.00pm (WST) on 31 December 2015 (Expiry Date). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
• (c) The amount payable upon exercise of each Option will be $0.03 (Exercise Price).
• (d) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:
  • (i) a written notice of exercise of Options specifying the number of Options being exercised; and
  • (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

(Exercise Notice).

• (e) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares. The Company will apply for official quotation by ASX of all Shares issued upon exercise of the Options;
• (f) The Company will apply for official quotation of the Options by ASX;
• (g) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
• (h) There are no participating rights or entitlements inherent in the Options and Optionholders 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 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
• (i) An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

LODGE YOUR VOTE

ONLINE www.linkmarketservices.com.au

By fax: (02) 9287 0309

By mail: Peninsula Energy Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

All enquiries to: Telephone: 1300 554 474 or (02) 8280 7761

X99999999999

SECURITYHOLDER VOTING FORM

I/We being a member(s) of Peninsula Energy Limited and entitled to attend and vote hereby appoint:

STEP 1	APPOINT A PROXY
the Chairmanof the Meeting(mark box)	OR if you are NOT appointing the Chairman of theMeeting as your proxy, please write the name of theperson or body corporate (excluding the registeredsecurityholder) you are appointing as your proxyor failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy andto vote for me/us on my/our behalf at the General Meeting of the Company to be held at 11:00am (WST) on Friday, 4 February 2011, atThe Celtic Club, 48 Ord Street, West Perth WA 6005 and at any adjournment or postponement of the meeting.
	Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting.
Please read the voting instructions overleaf before marking any boxes with an X
STEP 2	VOTING DIRECTIONS
Resolution 1Ratification of prior issue – Shares andattaching penoa Options	Abstain*ForAgainst
Resolution 2Ratification of prior issue – penocOptions
Resolution 3Approval for issue of Shares andattaching penoa Options
* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf 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 SECURITYHOLDERS – THIS MUST BE COMPLETEDSTEP 3
Securityholder 1 (Individual)	Joint Securityholder 2 (Individual)Joint Securityholder 3 (Individual)

Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).

*PEN PRX101*

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

This is your name and address as it appears on the company's security register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. A proxy may be an individual or a body corporate.

Votes on Items of Business – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's security registry or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
• (b) return both forms together.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either securityholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, 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, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Corporate Representatives

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the company's security registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am (WST) on Wednesday, 2 February 2011, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged using the reply paid envelope or:

ONLINE www.linkmarketservices.com.au

Select the 'Proxy Voting' option on the top right of the home page. Choose the company you wish to lodge your vote for from the drop down menu, enter your holding details as shown on this form, and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their "Holder Identifier" (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

by mail:

Peninsula Energy Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

by fax:

(02) 9287 0309

by hand:

delivering it to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000.

If you would like to attend and vote at the General Meeting, please bring this form with you. This will assist in registering your attendance.