PILOT ENERGY LIMITED — Proxy Solicitation & Information Statement 2011

Sep 8, 2011

EARTH HEAT RESOURCES LTD ARBN 86 115 229 984

NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 12, 2011

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the ‘‘Meeting’’) of the shareholders of Earth Heat Resources Ltd. (the ‘‘Company’’) will be held at City Tattersall’s Club Limited, The Sydney Room, Level 2, 194-204 Pitt Street, Sydney NSW on Wednesday October 12, 2011 at 11.00am to conduct the Business as detailed in this Notice of Meeting.

If you are unable to attend the meeting, we encourage you to complete and return the enclosed Proxy Voting Form. Information to assist Shareholders with the lodgement of proxies and the relevant time frame for lodgement, is provided on page 3 of this Notice under the heading "Important Information".

The enclosed Management Information Circular accompanies and forms part of this Notice of Meeting. Shareholders are advised to read these documents in full as important background information is included.

The Chairman will be casting undirected proxy votes held by him in favour of all the Resolutions.

BUSINESS

A. Proposed Resolutions:

The following resolutions are ordinary resolutions requiring a simple majority of votes from shareholders attending in person or voting by proxy.

1. Approval of prior issue of securities under a Share subscription Agreement

• Resolution 1 - as an Ordinary Resolution

• "That for the purposes of ASX Listing Rule 7.4 and all other purposes, Shareholders approve and authorise the Company's prior issue of:

• (a) 25,316,456 fully paid ordinary shares; and

• (b) 12,658,228 unquoted options to acquire fully paid ordinary shares; to Socius Capital Group LLC or its nominee, on the terms and in accordance with the Share Subscription Agreement described in the Management Information Circular which accompanies and forms part of this Notice of Meeting.”

2. Approval of future issue of securities under a Share Subscription Agreement

• Resolution 2 - as an Ordinary Resolution

• " That for the purpose of ASX Listing Rule 7.1 and all other purposes, the Shareholders approve the future issue of fully paid ordinary shares and options to acquire fully paid ordinary shares to Socius Capital Group LLC or its nominee during the 3 month period following the date of this Meeting, subject to the terms of the share Subscription Agreement as described in the Management Information Circular which accompanies and forms part of this Notice of Meeting.”

Voting Restriction on Resolutions 1 and 2

In accordance with Listing Rule 14.11 the Company will disregard any votes cast on Resolutions 1 and 2 by:

• Socius Capital Group LLC or Socius CG II, Ltd ;

• Any associate of Socius Capital Group LLC or Socius CG II, Ltd: and

• A person who may obtain a benefit except solely in the capacity of a holder of ordinary securities if the resolution is passed; and

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 voting form; or

• the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the voting form to vote as the proxy decides.

3. Approval of future share placement

• Resolution 3 - as an Ordinary Resolution

"That for the purposes of Listing Rule 7.1 and all other purposes the shareholders approve the future allotment and issue of up to 136,000,000 fully paid ordinary shares to any party or parties nominated by the Company (who shall not be related parties) at an issue price for the shares being at least 80% of the volume weighted average market price of securities in this class calculated over the last 5 days on which sales in the securities were recorded before the day on which the issue is made or, if there is a Prospectus, Offer Information Statement or Product Disclosure Statement relating to the issue, over the last 5 days on which sales in the securities were recorded before the date on which the Prospectus, Offer Information Statement or Product Disclosure Statement is signed, on the terms and conditions set out in the Explanatory Memorandum."

Voting Restriction on Resolution 3

In accordance with Listing Rule 14.11 the Company will disregard any votes cast on Resolution 3 by:

• Any person who may participate in the proposed issue of securities;

• A person who may obtain a benefit except solely in the capacity of a holder of ordinary securities if the resolution is passed; and

• Any associate 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 voting form; or

• the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the voting form to vote as the proxy decides.

4.

Approval to issue unquoted options

Resolution 4 - as an Ordinary Resolution

“That for the purposes of Listing Rule 7.1 and all other purposes, Shareholders approve and authorise the Company, at the sole and absolute discretion of the Directors, to issue at no cost to the recipient(s) (who shall not be related parties), up to 20,000,000 unquoted options to acquire fully paid ordinary shares in the Company, as required for corporate purposes, in the manner and on the terms described in the accompanying Management Information Circular.”

Voting Restriction on Resolution 4

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 4 by:

• any person who may participate in the proposed issue of securities;

• A person who might obtain a benefit, except a benefit solely in the capacity as a holder of ordinary securities, if the Resolution is passed.

• Any associate 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

• the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

B. Chairman’s address on significant events during the financial year. To be presented at the Meeting.

IMPORTANT INFORMATION

The accompanying Management Information Circular provides additional information relating to the matters to be addressed at the Meeting and is deemed to form part of this Notice.

Record Date

In accordance with the Canadian shareholder's meeting requirements, the Directors have fixed the close of business on September 2, 2011 as the record date for determination of shareholders entitled to notice of, and the right to vote at the Meeting, either in person or by proxy.

Proxy voting by holders of common stock

Shareholders who are unable to attend the Meeting are requested to complete, sign, date and return the proxy. A proxy will not be valid unless it is deposited by mail or by fax at the office of Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 9th Floor, Toronto, ON M5J 2Y1 (Fax: Within North America: 1-866-249-7775. Outside North America: (416) 263-9524 not less than 72 hours (excluding Saturdays and holidays) before the time fixed for the Meeting or an adjournment thereof.

Proxy voting by holders of CDIs

Holders of CDIs are invited to attend the meeting. CDI holders may complete, sign and return the enclosed CDI Voting Instruction Form to Computershare Investor Services Pty Limited, at GPO Box 242, Melbourne, Victoria, 3001 Australia (free fax number within Australia: 1800 753 447 or outside Australia: +61 3 9473 2555) in order to direct CHESS Depositary Nominees Pty Ltd. (‘‘CDN’’) to vote the relevant underlying Common Shares on his or her behalf or may instruct CDN to appoint such CDI holder or his or her nominee as proxy to vote the Common Shares underlying the CDIs in person at the meeting. In either case, the CDI Voting Instruction Form needs to be received at the address shown on the Form not less than 72 hours (excluding Saturdays and holidays) before the time fixed for the Meeting or an adjournment thereof.

DATED at Adelaide, Australia, this 5th day of September 2011.

BY ORDER OF THE BOARD OF DIRECTORS

==> picture [104 x 39] intentionally omitted <==

M E Lucas-Smith

Company Secretary

MANAGEMENT INFORMATION CIRCULAR FOR AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 12, 2011

Earth Heat Resources Ltd. Australia

Level 7, Ferrari House, 28-30 Grenfell Street, Adelaide SA 5000

British Columbia

Suite 711, 675 West Hastings Street Vancouver, BC V6B 1N2 Canada

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LEGAL JURISDICTION

As the Company is incorporated in the province of British Columbia, Canada, registered in Australia as a foreign company and listed on the Australian Securities Exchange our legal advisers are of the view that the Australian Corporations Act 2001 as well as the Business Corporations Act (British Columbia) and the ASX Listing Rules apply. Accordingly this notice of meeting is issued in accordance with the requirements of the relevant legislations and the ASX Listing Rules.

A. PROPOSED RESOLUTIONS

RESOLUTIONS 1 AND 2: APPROVAL TO THE ISSUE OF SECURITIES UNDER A SHARE SUBSCRIPTION AGREEMENT

As announced on February 14, 2011, the Company has entered into a $5m Share Subscription Agreement ("SSA") with Socius CG II, Ltd., a wholly owned subsidiary of Socius Capital Group LLC. ("Socius") a private investment fund focusing on emerging growth companies. Socius is a passive investor which uses its own proprietary research to identify promising companies, and has completed approximately $300m of transactions since 2009.

The funding package comprises common stock of the Company at market pricing with one 5 year option for every two shares held, exercisable at the same price as the sale of common stock. The options can be purchased by the company at the request of Socius using an agreed formula (Black-Scholes) in shares.

Under the initial funding, the Company received $2m AUD and has issued 25,316,456 ordinary shares at $0.079 and 12,658,228 options (exercisable at $0.079 and expiring on February 14, 2016), representing the closing bid price of the stock on the previous Friday.

The Company, at its election may, at any time after 90 days or sooner by mutual agreement, call on another investment of $2 million AUD. The final $1 million AUD may be called at any time which is 90 days after the second investment, but prior to two years from the initial funding. The possibility exists for the Company to call for differing investment amounts with the agreement of Socius. The price of both subsequent investments is based on the last trading price before the respective notification is given.

The Company has and will continue to predominantly apply the funds to progressing the Copahue project in Argentina, specifically beginning the feasibility process with environmental surveys, front end engineering and design, in addition to commercial aspects of development.

Resolution 1 is seeking approval to the initial funding issue to Socius of 25,316,456 ordinary shares and 12,658,228 options as detailed above.

Under ASX Listing Rule 7.4, shareholders may subsequently approve the issue of securities made within the limitation prescribed by Listing Rule 7.1. Resolution 1 seeks approval of the issue for the purposes of Listing Rules 7.1 and 7.4.

The effect of shareholder approval being obtained under Listing 7.4 is that shares issued without approval under Listing Rule 7.1 are treated as having been made with approval for the purposes of Listing Rule 7.1.

Resolution 2 is seeking approval for the issue, at the sole and absolute discretion of the Company, to any further shares and options that the Company may elect to issue to Socius in accordance with the terms of the Share Subscription Agreement during the 3 month period following the date of the Meeting. It is envisioned that further elections to issue shares and options to Socius in accordance with Listing Rule 7.1 are likely after expiry of the 3 month period.

The Share issue price and the related option exercise price will be the price per ordinary share equal to the last published closing bid price by Reuters of the Company's quoted ordinary shares before the relevant Share Notice Date. Consequently, at the date of this Notice of Meeting it is not possible to determine the number of shares and options that the Company may elect to issue between the date of this Notice of Meeting and the date of the Meeting or in the 3 month period following the date of the Meeting.

In addition the Share Subscription Agreement provides that at no time will the aggregate of all securities held or controlled by Socius exceed 20% of the outstanding shares of the Company. Therefore the Company's share price will be a relevant factor in calculating the number of shares and options that the Company may elect to issue at any time and may limit the possible investment amount.

ASX Listing Rule Requirements

Approval is not being sought for the issue of any shares and options that the Company may be required to issue beyond the 3 month period following the date of the Meeting as ASX Listing Rule 7.3.2 stipulates that any securities that are issued with Member approval under Listing Rule 7.1 must be issued no later than 3 months after the date approval has been granted.

It is envisioned that additional Shareholder approvals may need to be sought in the future in the event that the Company elects to issue further shares and options to Socius pursuant to the terms of the Share Subscription Agreement and in accordance with the limitations set out in Listing Rule 7.1.

Based upon the Company share price at the date of this Notice ($0.032 each) the maximum amount that Socius could be requested to subscribe for (and which would nott breach the 20% limit) would be $2m. Should the Company so elect then 62,500,000 shares and 31,250,000 options could be issued during the 3 months after the date of the Meeting.

As noted above the share issue price and the related option exercise price will be the price per ordinary share equal to the last published closing bid price by Reuters of the Company's quoted ordinary shares before the relevant Share Notice Date. Consequently the number of shares and hence the number of

options which the Company may elect to issue to Socius will not be known until the share issue price is able to be ascertained immediately prior to the relevant issue date.

Under ASX Listing Rule 7.1 an entity must not issue, or agree to issue, more than fifteen percent (15%) of its capital in any 12 month period without the approval of its Shareholders. By obtaining Shareholder approval for the issue of the shares and Options that are the subject of Resolutions 1 and 2, the Company retains the ability to issue up to fifteen per cent (15%) of its capital to take advantage of any future capital raising opportunities without the need for further Member approval.

The following disclosures are provided as required in accordance with ASX Listing Rule 7.3:

• As noted above, it is not presently possible to determine the number of Shares that may be issued to Socius in the 3 month period following the date of the Meeting. However as an example, the maximum number of shares that the Company may presently elect to issue to Socius, based on the terms of the Agreement, the share price at the date of this Notice ($0.032 each) and having regard to the 20% limit is 62,500,000. All Shares will be issued on the same terms as the Company's existing fully paid ordinary shares. The Company will lodge an announcement with ASX confirming the details of any shares that may be issued to Socius in accordance with its obligations under the ASX Listing Rules. Funds raised by the issue of the shares will be applied towards the company's working capital requirements at the time;

• As noted above, it is not presently possible to determine the number of any options that may be issued to Socius in the 3 months following the date of the Meeting as the number will depend upon the number of shares issued as described in the previous dot point i.e. one option for each two shares issued. However as an example, the maximum number of options that the Company may presently elect to issue, based on the maximum number of shares that the Company may elect to issue as described in the previous dot point, is 31,250,000. Each option will entitle the holder to one fully paid ordinary share in the Company upon exercise, will have a 5 year term and an exercise price equivalent to the related share issue price - in this example $0.032 each. The Company will lodge an announcement with ASX confirming the details of any options that may be allotted in accordance with its obligations under the ASX Listing Rules. No funds will be raised by the issue of the options however, any funds raised by the exercise of the options will be applied towards the company's working capital requirements at the time .

• No securities that are the subject of Resolution 2 will be issued later than 3 months after the date of the Meeting.

The Chairman will be casting undirected proxy votes held by him in favour of this Resolution.

The Directors of the Company unanimously recommend to all Shareholders that they vote in favour of this Resolution.

RESOLUTION 3: APPROVAL OF FUTURE SHARE PLACEMENT

Background

At the Annual General Meeting held on 23 February 2011 Shareholders approved the future issue of up to 136,000,000 new fully paid ordinary shares for the purpose detailed in the Management Information Circular for that AGM ,and it was a condition of the approval that the securities must be issued within 3 months of the approval i.e.by 23 May 2011 however this did not take place.

Negotiations for the placement are proceeding and it is now expected that the placement will be completed within 3 months of the date of this Meeting i.e. by 12 January 2012. In the event that the placement is completed prior to the date of this EGM then Resolution 3 may be withdrawn at the discretion of the Directors.

Accordingly the Members are now asked to refresh the previous approval for a further 3 months. The information provided below is substantially a repeat of the information provided for the 23 February 2011 AGM as the circumstances are unchanged, except that the Company has made significant progress with its programmes as announced from time to time.

The Board has concluded that future success of the Company could be best accommodated by embracing opportunities within the “New Energy" sector, including green power such as geothermal power. This is particularly so in emerging economies where they do not have to compete with existing and established infrastructure and pre-existing market share.

The ASX does not have a large following in the New Energy Sector. For this reason the Company has been considering a secondary listing, such as on the TSX-Ventures exchange, where there is a greater depth of investors more aligned with our future activities. As yet however, the Board has not made any final decision on this.

The Company now has the potential to establish 180 MW of power via relatively advanced development projects. In light of these developments the Company has been discussing with potential cornerstone investors various financing models. A number of Confidentiality Agreements have been signed with various parties in Europe, North America and the Middle East, however, at this stage the Company has not yet proceeded with any specific third party financing arrangements.

Potential cornerstone investors have approached the Company and these include both finance organisations in addition to other groups such as engineering firms. At the present time the Company is in confidential discussions with a number of groups, which may or may not yield any material agreement on assisting in moving projects forward.

• The Managing Director, Torey Marshall observed in a Corporate Update released in December 2010 that: "Our high quality projects yield a number of options for the future financing of the Company, however the level of interest for financing geothermal power projects is much higher outside Australia. The calibre of the projects which the Company has now enables it consider a variety of JV and finance options, for the delivery of key project milestones such as a bankable feasibility study".

Aggressive and rapid expansion of the Company's activities, particularly in respect to major overseas jurisdictions as planned by the Board, will require significant financial investment. Accordingly, Shareholders are asked to pre-approve a placement of up to 136,000,000 fully paid ordinary shares ( Placement Shares ) at an issue price of no less than 80% of the volume weighted average market price ( VWAP ) of the securities in this class calculated over the last 5 days on which sales in the securities are recorded before the day on which the issue is made, or if there is a Prospectus, Offer Information Statement or Product Disclosure Statement relating to the issue, over the last 5 days on which sales in the securities were recorded before the date on which the Prospectus, Offer Information Statement or Product Disclosure Statement is signed, on the terms and conditions set out in this Explanatory Statement.

At the date of this Management Information Circular the closing price of the Company's shares was 3.2 cents ($0.032) each. If the share price remains unchanged during the period to when the placement is made and the Board determines to place the full 136,000,000 shares, the Company will raise

approximately $4,352,000. Depending on movements in the share price during the period and the actual share placement price, the Company may potentially raise more or less than the stated amount. If the share price has increased during the period and depending on the circumstances at the time, the Board may determine to place a lesser number of shares than the stated number.

If the full number of 136,000,000 shares are issued to a single Holder that Holder will control between 19% and 20% of the then issued capital of the Company and become the cornerstone investor.

Listing Rule 7.1

Listing Rule 7.1 broadly provides, subject to certain exceptions, that a company may not issue or agree to issue securities which represent more than 15% of the company's issued capital at the beginning of any 12 month period without obtaining Member approval. The Company's proposed issue of the Placement Shares requires Member approval under Listing Rule 7.1 and none of the exceptions under Listing Rule 7.2 apply.

Listing Rule 7.3

In accordance with Listing Rule 7.3 the following information is provided in relation to the issue of the Placement Shares:

• a) The maximum number of securities the entity is to issue

• The maximum number of Placement Shares to be issued is 136,000,000.

• b) The date by which the entity will issue the securities

• The Placement Shares and Placement Options will be issued no later than 3 months after the date of the Meeting.

c) The issue price of the Placement Shares

The issue price will be no less than 80% of the volume weighted average market price ( VWAP ) of the securities in this class calculated over the last 5 days on which sales in the securities are recorded before the day on which the issue is made, or if there is a Prospectus, Offer Information Statement or Product Disclosure Statement relating to the issue, over the last 5 days on which sales in the securities were recorded before the date on which the Prospectus, Offer Information Statement or Product Disclosure Statement is signed, on the terms and conditions set out in the Explanatory Memorandum.

d) The names of the allottees

The names of the allottees are currently not known but will be a party or parties nominated by the Company or by an entity appointed by the Company for that purpose, and will not be related parties.

e) The terms of the securities

The Placement Shares will be fully paid ordinary shares that rank equally in all respects with the existing fully paid ordinary shares.

g) The dates of allotment

The dates of allotment are unknown. Allotment may occur progressively and no later than 3 months after the date of the meeting.

The Chairman will be casting undirected proxy votes held by him in favour of this Resolution.

The Directors of the Company unanimously recommend to all Shareholders that they vote in favour of this Resolution.

RESOLUTION 4 - APPROVAL TO ISSUE UNQUOTED OPTIONS

The Company considers that it would be advantageous to the various corporate negotiations, if a relatively modest number of unquoted options were available for issue (to non related parties) as a way of assisting with those negotiations and to preserve cash in lieu of paying fees to relevant parties. The options would only be issued if the Directors considered in their sole and absolute discretion, that it would be in the best interests of the Company to do so in order to bring the negotiations to a satisfactory conclusion and in a timely fashion.

If required to be issued, the options will have an exercise price being 200% of the Placement share price the subject of resolution 3 and with an expiry date 36 months after issue. If approved the options the subject of this Resolution will be issued within three months of the meeting.

This Resolution 4 seeks approval for the purposes of Listing Rule 7.1. The effect of Shareholder approval being obtained under Listing 7.1 is that the ability of the Company to issue further securities up to the 15% limited imposed by Listing Rule 7.1 is preserved.

Listing Rule 7.3

In accordance with Listing Rule 7.3 the following information is provided in relation to the issue of the securities:

a) The maximum number of securities the entity is to issue

The maximum number of unquoted options to be issued is 20,000,000.

b) The issue price of the securities

The unquoted options will be issued at no cost to the recipient.

• c) The date by which the entity will issue the securities

The unquoted options will be issued no later than 3 months after the date of the Meeting.

d) The exercise price of the securities

The exercise price of the unquoted options will be 200% of the issue price of the placement shares to be issued pursuant to Resolution 3.

Resolution 3 provides for a share issue price of no less than 80% of the volume weighted average market price ( VWAP ) of the securities in this class calculated over the last 5 days on which sales in the securities are recorded before the day on which the issue is made, or if there is a Prospectus, Offer Information Statement or Product Disclosure Statement relating to the issue, over the last 5 days on which sales in the securities were recorded before the date on which the Prospectus, Offer Information Statement or Product Disclosure Statement is signed, on the terms and conditions set out in this Explanatory Statement. Therefore if the shares the subject of Resolution 3 were to be issued today the issue price per share would be no less than $0.0256 (80% of the current share price of $0.032) and the exercise price of the options the subject of this Resolution 4 would be $0.0512 each.

e) The names of the grantees

The names of the grantees are currently not known but will be a party or parties nominated by the Company, or by an entity appointed for that purpose, and will not be related parties.

f) The terms of the securities

The unquoted options will have a term of 42 months.

g) The dates of grant

The dates of grant are unknown and may occur progressively but no later than 3 months after the date of the meeting.

The Chairman will be casting undirected proxy votes held by him in favour of this Resolution.

The Directors of the Company unanimously recommend to all Shareholders that they vote in favour of this Resolution.

OTHER BUSINESS

While there is no other business other than that business mentioned in the Notice of Meeting to be presented for action by the shareholders at the Meeting, it is intended that the proxies hereby solicited will be exercised upon any other matters and proposals that may properly come before the Meeting or any adjournment or adjournments thereof, in accordance with the discretion of the persons authorized to act there under.

GENERAL

Unless otherwise directed, it is management’s intention to vote proxies in favour of the resolutions set forth herein. All proposed Resolutions are ordinary resolutions and require, for the passing of the same, a simple majority of the votes cast at the Meeting by the holders of Common Shares.

Additional information relating to the Company may be found on the Company's web site www.earthheat.com and on SEDAR at their web site sedar.com. Shareholders may contact the Company to request copies of the Company’s financial statements and MD&A by sending a request to either of the Adelaide or the Vancouver office of the Company.

Contact details are provided on page one of this document. Financial information is provided in the Company’s comparative financial statements and MD&A for the financial year ended September 30, 2010.

IMPORTANT INFORMATION SOLICITATION OF PROXIES

THIS MANAGEMENT INFORMATION CIRCULAR IS PROVIDED IN CONNECTION WITH THE SOLICITATION BY MANAGEMENT OF EARTH HEAT RESOURCES LTD (THE

‘‘COMPANY’’) of proxies from the holders of common shares (the ‘‘ Common Shares ’’) for the extraordinary general meeting of the shareholders of the Company (the ‘‘Meeting’’) to be held on Wednesday, October 12, 2011 at the time and place and for the purposes set forth in the Notice of Meeting.

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other proxy solicitation services. In accordance with National Instrument 54-101, arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Common Shares (as defined below) held of record by such persons and the Company may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs thereof will be borne by the Company.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named (the ‘‘ Management Designees ’’) in the enclosed instrument of proxy (‘‘ Instrument of Proxy ’’) have been selected by the directors of the Company and have indicated their willingness to represent as proxy the shareholder who appoints them. A shareholder has the right to designate a person (who need not be a shareholder) other than the Management Designees to represent him or her at the Meeting. Such right may be exercised by inserting in the space provided for that purpose on the Instrument of Proxy the name of the person to be designated and by deleting there from the names of the Management Designees, or by completing another proper form of proxy and delivering the same to the transfer agent of the Company. Such shareholder should notify the nominee of the appointment, obtain the nominee’s consent to act as proxy and should provide instructions on how the shareholder’s shares are to be voted. The nominee should bring personal identification with him to the Meeting. In any case, the form of proxy should be dated and executed by the shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy form). In addition, a proxy may be revoked by a shareholder personally attending at the Meeting and voting his shares.

A form of proxy will not be valid for the Meeting or any adjournment thereof unless it is completed and delivered to the Company’s transfer agent, Computershare Trust Company of Canada at 100 University Avenue, Toronto, Ontario, M5J 2Y1, at least forty-eight (72) hours, excluding Saturdays, Sundays and holidays, before the Meeting or any adjournment thereof. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

A shareholder who has given a proxy may revoke it as to any matter upon which a vote has not already been cast pursuant to the authority conferred by the proxy. In addition to revocation in any other manner permitted by law, a proxy may be revoked by depositing an instrument in writing executed by the shareholder or by his authorized attorney in writing, or, where the shareholder is a Company, under its corporate seal by an officer or attorney thereof duly authorized, either at the registered office of the Company at 711 -- 675 West Hastings Street, Vancouver, British Columbia, V6B 1N2 or with Computershare Trust Company of Canada at 100 University Avenue, Toronto, Ontario, M5J 2Y1, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof at which the proxy is to be used, or by depositing the instrument in writing with the Chairman of such Meeting on the day of the Meeting, or any adjournment thereof. In addition, a proxy may be revoked by the shareholder personally attending the Meeting and voting his shares.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many shareholders, as a substantial number of shareholders do not hold Common Shares in their own name .

Shareholders who hold their Common Shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Common Shares in their own name (referred to in this Management Information Circular as ‘‘ Beneficial Shareholders ’’) should note that only proxies deposited by shareholders who appear on the records maintained by the Company’s registrar and transfer agent as registered holders of Common Shares will be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Common Shares will, in all likelihood, not be registered in the shareholder’s name. Such Common Shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for the Canadian Depositary for Securities, which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are

prohibited from voting shares for the broker’s clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting .

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the Instrument of Proxy provided directly to registered shareholders by the Company. However, its purpose is limited to instructing the registered shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to ADP Investor Communications (‘‘ ADP ’’) in Canada. ADP typically prepares a machine readable voting instruction form, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to ADP, or otherwise communicate voting instructions to ADP (by way of the Internet or telephone, for example). ADP then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting.

Beneficial Shareholders who receive an ADP voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction forms must be returned to ADP (or instructions respecting the voting of Common Shares must otherwise be communicated to ADP) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or the intermediary for assistance .

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered shareholder, should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker . All references to shareholders in this Management Information Circular and the accompanying Instrument of Proxy and Notice of Meeting are to registered shareholders unless specifically stated otherwise.

VOTING OF PROXIES

Each shareholder may instruct his proxy how to vote his Common Shares by completing the blanks on the Instrument of Proxy. All Common Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting (including the voting on any ballot), and where a choice with respect to any matter to be acted upon has been specified in the Instrument of Proxy, the Common Shares represented by the proxy will be voted in accordance with such specification.

In the absence of any such specification as to voting on the Instrument of Proxy, the Management Designees, if named as proxy, will vote in favour of the matters set out therein. In the absence of any specification as to voting on any other form of proxy, the Common Shares represented by such form of proxy will be voted in favour of the matters set out therein .

The enclosed Instrument of Proxy confers discretionary authority upon the Management

Designees, or other persons named as proxy, with respect to amendments to or variations of matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting. As of the date hereof, the Company is not aware of any amendments to, variations of or other matters which may come before the Meeting. In the event that other matters come before the Meeting, then the Management Designees intend to vote in accordance with the judgment of management of the Company.

CDI HOLDERS

Many shareholders having an interest in the Common Shares hold such interests in the form of CHESS Depositary Instruments (‘‘CDIs’’). CHESS is the electronic settlement system used in Australia. The main difference between holding CDIs and holding Common Shares is that a holder of CDIs has beneficial ownership of the equivalent number of Common Shares of the Company instead of legal title. Legal title is held by the CHESS Depositary Nominees Pty Ltd. (’’CDN’’). The Common Shares registered in the name of CDN are held by that entity on behalf of and for the benefit of the CDI holder.

CDI HOLDERS MAY GIVE DIRECTIONS TO CDN

Pursuant to the Articles of the Company, the Company will permit CDI holders to attend the Meeting. Each CDI holder has the right to:

(a) direct CDN how to vote in respect of their CDIs; or

(b) instruct CDN to appoint the CDI holder or a person nominated by the holder as the holder’s proxy for the purposes of attending and voting at the Meeting.

If you are a CDI holder and you wish to direct CDN how to vote in respect of your CDIs or appoint yourself or a nominee as your proxy, you should read, complete, date and sign the accompanying CDI Voting Instruction Form and deposit it with Computershare Investor Services Pty Ltd, GPO Box 242, Melbourne, Victoria, Australia, 3001 not later than 11:00 am (Melbourne time) on October 10, 2011.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of common shares (previously defined as ‘‘ Common Shares ’’). As at the effective date of the Management Information Circular (the ‘‘ Effective Date ’’), which is September 5, 2011, the Company has 569,532,643 Common Shares without nominal or par value outstanding. The Common Shares are the only securities entitled to be voted at the Meeting, and holders of Common Shares are entitled to one vote for each Share held.

Of the 569,532,643 Common Shares outstanding on September 5, 2011, 566,218,676 Common Shares were held by CDN, a wholly owned subsidiary of the Australian Securities Exchange (‘‘ASX’’) on behalf of holders of CDIs. CDN has issued CDIs that represent beneficial interests in the Common Shares held by CDN. CDIs are traded on the electronic transfer and settlement system operated by the ASX.

Holders of Common Shares of record at the close of business on September 2, 2011 (the ‘‘ Record Date ’’) are entitled to vote such Common Shares at the Meeting on the basis of one vote for each Common Share held except to the extent that:

(a) the holder has transferred the ownership of any of his Common Shares after the Record Date, and (b) the transferee of those Common Shares produces properly endorsed share certificates, or otherwise establishes that he owns the Common Shares, and demand not later than ten (10) days before the day of the Meeting that his name be included in the list of persons entitled to vote at the Meeting, in which case the transferee will be entitled to vote his Common Shares at the Meeting.

To the knowledge of the Directors and Executive Officers of the Company, as at the Effective Date, no person, firm or Company beneficially owned, directly or indirectly, or exercised control or direction over voting securities carrying more than 10% of the voting rights attached to any class of voting securities of the Company, except as disclosed in the Annual Report of the Company.

BOARD APPROVAL

The Board of Directors of the Company has approved the contents and the sending of the Notice of Meeting and this Management Information Circular.

DATED at Adelaide, Australia this 5th day of September 2011.

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Mal Lucas-Smith Company Secretary

ALBERTA CERTIFICATE

The foregoing contains no untrue statement of a material fact (as defined in the Securities Act (Alberta), as amended) and does not omit to state a material fact that is required to be stated or that is necessary to make a statement contained herein not misleading in light of the circumstances in which it is made.

DATED at Adelaide, Australia this 5th day of September 2011.

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Dr. Raymond Shaw " Chairman

Torey Marshall Managing Director

Lodge your vote:

Earth Heat Resources Ltd ABN 86 115 229 984

• By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

000001 000 EHR MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

CDI Voting Instruction Form  For your vote to be effective it must be received by 11.00am (AEDT) Friday 7 October 2011 How to Vote on Items of Business Signing Instructions Each CHESS Depositary Interest (CDI) is equivalent to one share Individual: Where the holding is in one name, the securityholder of Company Common Stock, so that every 1 (one) CDI that you must sign. own at 2 September 2011 entitles you to one vote. Joint Holding: Where the holding is in more than one name, all of the securityholders should sign. You can vote by completing, signing and returning your CDI Voting Power of Attorney: If you have not already lodged the Power of Instruction Form. This form gives your voting instructions to CHESS Attorney with the Australian registry, please attach a certified Depositary Nominees Pty Ltd, which will vote the underlying shares photocopy of the Power of Attorney to this form when you return it. on your behalf. You need to return the form no later than the time Companies: Only duly authorised officer/s can sign on behalf of a and date shown above to give CHESS Depositary Nominees Pty company. Please sign in the boxes provided, which state the office Ltd enough time to tabulate all CHESS Depositary Interest votes held by the signatory, i.e. Sole Director, Sole Company Secretary or and to vote on the underlying shares. Director and Company Secretary. Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.  Turn over to complete the form View your securityholder information, 24 hours a day, 7 days a week:



www.investorcentre.com

Your secure access information is:

Review your securityholding SRN/HIN: I9999999999 Update your securityholding

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999

I ND

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CDI Voting Instruction Form

Please mark

to indicate your directions

CHESS Depositary Nominees will vote as directed

XX

Voting Instructions to CHESS Depositary Nominees Pty Ltd

I/We being a holder of CHESS Depositary Interests of Earth Heat Resources Ltd hereby direct CHESS Depositary Nominees Pty Ltd to vote the shares underlying my/our holding at the Extraordinary General Meeting of Earth Heat Resources Ltd to be held at City Tattersall's Club Limited, The Sydney Room, Level 2, 194-204 Pitt Street, Sydney NSW on Wednesday 12 October 2011 at 11.00am (AEDT) and at any adjournment of that meeting.

By execution of this CDI Voting Form the undersigned hereby authorises CHESS Depositary Nominees Pty Ltd to appoint such proxies or their substitutes to vote in their discretion on such business as may properly come before the meeting.

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Items of Business
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 PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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RESOLUTIONS
1. Approval of prior issue of securities under a Share Subscription Agreement
2. Approval of future issue of securities under a Share Subscription Agreement
3. Approval of future share placement
4. Approval to issue unquoted options
SAMPLE For Against
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SIGN
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Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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9 9 9 9 9 9 A

E H R

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EARTH HEAT RESOURCES LTD.

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Security Class

Holder Account Number

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Form of Proxy - Extraordinary General Meeting to be held on Wednesday, October 12, 2011
Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any
If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
AM Vancouver Time on Monday, October 10, 2011.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
SAMPLE PROXY FOR USE IN CANADA
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Form of Proxy - Extraordinary General Meeting to be held on Wednesday, October 12, 2011

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received from CDI Holders by 11:00 AM AEDT on Friday, October 7, 2011 and from Common Stockholders by 11:00 AM Vancouver Time on Monday, October 10, 2011. VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

• Call the number listed BELOW from a touch tone • telephone. www.investorvote.com

• Go to the following web site:

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1-866-732-VOTE (8683) Toll Free

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

08AU11072.E.sedar/000001/000001/i

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Appointment of Proxyholder

I/We, being holder(s) of Earth Heat Resources Ltd. hereby appoint: Raymond Shaw, or failing this person, Torey Marshall, or failing this person, Malcolm Lucas-Smith, OR

Print the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

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as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Extraordinary General Meeting of shareholders of Earth Heat Resources Ltd. to be held at City Tattersalls Club, The Sydney Room, Level 2, 194-204 Pitt Street, Sydney, NSW, on October 12, 2011 at 11:00 AM AEDT and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

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For Against
1. Prior Issue of Securities
Approval of prior issue of securities under a Share Subscription Agreement.
For Against
2. Future Issue of Securities
Approval of future issue of securities under a Share Subscription Agreement.
For Against
3. Share Placement
Approval of future share placement.
For Against
4. Unquoted Options
Approval to issue unquoted options.
Authorized Signature(s) - This section must be completed for your Signature(s) Date
instructions to be executed.
SAMPLE PROXY FOR USE IN CANADA
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For Against
For Against
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For Against
For Against
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I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

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Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.

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If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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F O S Q

1 2 8 1 5 1

A R 4