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PLATINA RESOURCES LIMITED AGM Information 2011

Oct 19, 2011

65555_rns_2011-10-19_368cfac1-d15a-432d-ab1d-9b34c6f4df91.pdf

AGM Information

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Notice of Annual General Meeting and Explanatory Memorandum

Platina Resources Limited

ABN 25 119 007 939

Date of Meeting: 21 November 2011

Time of Meeting: 2.00pm (EST/Brisbane time)

Place of Meeting: Level 7, Waterfront Place, 1 Eagle Street, Brisbane Qld 4000

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of shareholders of Platina Resources Limited ABN 25 119 007 939 (Company) will be held at the offices of Level 7, Waterfront Place, 1 Eagle Street, Brisbane Qld 4000, on 21 November 2011 at 2.00pm (EST/Brisbane time).

AGENDA

ORDINARY BUSINESS

Financial Reports

To receive and consider the Company's Annual Report comprising the Directors' Report and Auditors' Report, Directors' Declaration, Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and notes to and forming part of the financial statements for the Company and its controlled entities for the financial year ended 30 June 2011.

1. Resolution One – Re‐election of Reg Gillard as a Director

To consider and, if thought fit, pass the following as an Ordinary Resolution, without modification:

"That Reg Gillard, who retires by rotation in accordance with Rule 13.2 of the Company's Constitution and, being eligible, offers himself for re‐election, be re‐elected as a Director of the Company."

2. Resolution Two – Ratification of Issue of Options

To consider and, if thought fit, pass the following Ordinary Resolution, without modification:

"That in accordance with the provisions of Listing Rules 7.4, and for all other purposes, shareholders ratify the previous issue of 2,750,000 Piggy Back Options to those recipients of the options described in the Explanatory Memorandum (Recipients) and otherwise on the terms and conditions set in the Explanatory Memorandum accompanying this Notice of Meeting."

VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast on this Resolution by:

  • any Recipient; and
  • any associate of a Recipient.

However, the Company need not disregard a vote if:

  • it is cast by a person as 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 the direction on the proxy form to vote as the proxy decides.

3. Resolution Three ‐ Ratification of Issue of Consultant Options

To consider and, if thought fit, pass the following Ordinary Resolution, without modification:

"That in accordance with the provisions of Listing Rules 7.4 and for all other purposes, shareholders ratify the previous issue of 2,000,000 Options to a Consultant of the Company to subscribe for Shares in the Company exercisable at $0.55 each on or before 28 February 2013 (Consultant Options) and otherwise on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting."

VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast on this Resolution by:

  • any person who participated in the issue of the Consultant Options; and
  • any associate of such a person.

However, the Company need not disregard a vote if:

  • it is cast by a person as 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 the direction on the proxy form to vote as the proxy decides.

4. Resolution Four ‐ Remuneration Report

To consider and, if thought fit, pass the following Advisory Resolution, without modification:

"That, the Remuneration Report for the year ended 30 June 2011 (as set out in the Directors Report) be adopted."

The vote on this Resolution Four is advisory only and does not bind the Directors of the Company.

VOTING EXCLUSION STATEMENT

A vote must not be cast (in any capacity) on Resolution Four by or on behalf of either of the following parties:

  • a member of the Company's key management personnel ("KMP"), details of whose remuneration are included in the Remuneration Report; or
  • a Closely Related Party of such a member, whether as a shareholder or as a KMP's proxy.

However, a vote may be cast on Resolution Five by a KMP, or a Closely Related Party of a KMP, if:

  • the vote is cast as a proxy; and
  • the appointment is in writing and specifies how the proxy is to vote on Resolution Five; and
  • the vote is not cast on behalf of a KMP or a Closely Related Party of a KMP.

ASIC Relief

The Company has obtained relief from ASIC allowing the Chairperson to vote undirected proxies on the conditions set out in the Explanatory Memorandum.

GENERAL BUSINESS

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

Specific comments relating to the Resolutions are set out in the Explanatory Memorandum.

By order of the Board Duncan Cornish, Company Secretary 20 October 2011

Explanatory Memorandum

Introduction

This Explanatory Memorandum is provided to shareholders of Platina Resources Limited ABN 25 119 007 939 (Company) to explain the resolutions to be put to Shareholders at the Annual General Meeting to be held at Level 7, Waterfront Place, 1 Eagle Street, Brisbane Qld 4000 on 21 November 2011 commencing at 2.00pm (EST/Brisbane time).

The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

1. Consider the Company's 2011 Annual Report

The Corporations Act requires the Financial Report, Directors' Report, Auditor's Report, Directors' Declaration, Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and notes to and forming part of the financial statements for the Company and its controlled entities to be placed before the Annual General Meeting. There is no requirement either in the Corporations Act or in the Constitution of the Company for Shareholders to approve the Company's Annual Report. The Company's 2011 Annual Report is placed before the shareholders for discussion. No voting is required for this item.

2. Resolution One – Re‐Election of Reg Gillard as a Director

Mr Reg Gillard retires at the Annual General Meeting in accordance with the Company's Constitution and, being eligible, offers himself for re‐election as a Non‐Executive Director.

Mr Gillard's qualifications and experience

Mr Gillard was appointed as a Non‐Executive Director of the Company on 2 July 2009.

Mr Gillard has been involved in the exploration and mining sectors for over 20 years where he has specialised in the areas of corporate management, corporate governance and the evaluation and acquisition of mineral projects worldwide. In addition, Mr Gillard has also developed a close working arrangement with a number of substantial Australian and international investment funds and has been closely involved with the funding and listing of a number of public exploration and mining companies located throughout the world.

Mr Gillard is also a Registered Company Auditor, Justice of the Peace, a Fellow of the Certified Practising Accountants of Australia and a Fellow of the Australian Institute of Company Directors.

The Directors (with Mr Gillard abstaining) recommend that you vote in favour of this Ordinary Resolution.

3. Resolution Two ‐ Ratification of Issue of Options

3.1 Introduction

Resolution 2 seeks the ratification by Shareholders of the previous issue of 2,750,000 Piggy‐Back Options as follows:

  • (a) 2,000,000 to Chalmsbury Nominees Pty Limited (Chalmsbury); and
  • (b) 750,000 to Gold Resources Ltd.

The Piggy‐Back Options have an exercise price of $0.35 and an expiry date of 31 August, 2013. Upon exercise of each of the Piggy‐Back Option, the option holder will be issued with one Share and one further unlisted Option which will be exercisable at $0.45, and have an expiry date of 31 August 2014. The terms of the Piggy‐Back Options are set forth below.

3.2 Listing Rule 7.4

In accordance with Listing Rule 7.4, shareholder approval is sought to ratify the issue of the Piggy‐Back Options, being an issue of securities made by the Company during the previous 12 months for which shareholder approval has not already been obtained.

Listing Rule 7.1 prohibits a company, except in certain cases, from issuing new equity securities equivalent in number to more than 15% of its capital in any 12 month period without the prior approval of its shareholders. Equity securities issued with shareholder approval under ASX Listing Rule 7.1 do not count towards the 15% limit.

Listing Rule 7.4 provides that an issue of equity securities made without prior approval under Listing Rule 7.1 can be treated as having been made with that approval if shareholders subsequently approve it. If this resolution is approved this would have the effect of refreshing the Company's ability to issue up to a further 15% of its capital during the next 12 months without the need to obtain further shareholder approval.

For the purposes of ASX Listing Rule 7.5 the Company provides the following information (in addition to information contained in the Notice of Meeting and elsewhere in this Explanatory Memorandum):

  • (a) The Company issued 2,750,000 Piggy‐Back Options;
  • (b) The Options were issued to:
      1. Chalmsbury for nil cash consideration as part of the fee payable to Chalmsbury to manage the Company's Equity Capital Markets initiatives; and
      1. Gold Resources Ltd for nil cash consideration as a fee payable for their role as Asian Corporate Adviser;
  • (c) The Piggy‐Back Options were issued at an exercise price of $0.35 and expire on 31 August 2013. Upon exercise of each of the Piggy‐Back Options, the holder will be issued one Share and one Option, which will have an exercise price of $0.45 and will expire 31 August 2014. The Piggy Back Options were otherwise issued to the holder on the terms set out in Annexure 'A' to this Explanatory Memorandum.
  • (d) The Piggy‐Back Options were issued to Chalmsbury Nominees Pty Limited and Gold Resources Ltd.

(e) No funds were directly raised from the issue of the Piggy‐Back Options to Chalmsbury Nominees Pty Limited and Gold Resources Ltd.

The Directors of the Company recommend that the Shareholders vote in favour of Resolution 2.

4. Resolution Three ‐ Ratification of Consultant Options

Resolution 3 seeks the ratification by Shareholders of the issue of 2,000,000 Options to a consultant of the Company with an exercise price of $0.55 and an expiry date of 28 February 2013 (Consultant Options).

4.1 Listing Rule 7.4

In accordance with ASX Listing Rule 7.4, shareholder approval is sought to ratify the issue of the Consultant Options, being an issue of securities made by the Company during the previous 12 months for which shareholder approval has not already been obtained.

ASX Listing Rule 7.1 prohibits a company, except in certain cases, from issuing new equity securities equivalent in number to more than 15% of its capital in any 12 month period without the prior approval of its shareholders. Equity securities issued with shareholder approval under ASX Listing Rule 7.1 do not count towards the 15% limit.

ASX Listing Rule 7.4 provides that an issue of equity securities made without prior approval under ASX Listing Rule 7.1 can be treated as having been made with that approval if shareholders subsequently approve it. If this resolution is approved this would have the effect of refreshing the Company's ability to issue up to a further 15% of its capital during the next 12 months without the need to obtain further shareholder approval.

For the purposes of ASX Listing Rule 7.5 the Company provides the following information (in addition to information contained in the Notice of Meeting and elsewhere in this Explanatory Memorandum):

  • (a) The number of Consultant Options issued was 2,000,000
  • (b) The Consultant Options were issued at an exercise price of $0.55 and expire on 28 February 2013 and otherwise on the terms set out in Annexure 'B' to this Explanatory Memorandum
  • (c) The Consultant Options were issued Gold Resources Ltd for nil cash consideration as a fee payable for their role as Asian Corporate Adviser
  • (d) No funds were directly raised from the issue of the Consultant Options

5. Resolution Four ‐ Remuneration Report

The Remuneration Report is set out in the Directors' Report section of the Annual Report. The Annual Report is available to download on the Company's website, www.platinaresources.com.au.

Under Section 250R(3) of the Corporations Act, the vote is advisory only and does not bind the Directors or the Company.

In summary the Remuneration Report:

explains the Board's policy for determining the nature and amount of remuneration of executive directors and senior executives of the Company;

  • explains the relationship between the Board's remuneration policy and the Company's performance;
  • sets out remuneration details for each Director and the most highly remunerated senior executives of the Company; and
  • details and explains any performance conditions applicable to the remuneration of executive directors and senior executives of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

Noting that each director has a personal interest in their own remuneration from the Company as set out in the Remuneration Report, the Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report.

Voting restrictions on Key Management Personnel and their proxies and Closely Related Parties

As a result of amendments to the Corporations Act which came into effect on 1 July 2011, members of the Key Management Personnel and their proxies and Closely Related Parties are restricted from voting on a resolution (Voting Restriction) put to Shareholders that the remuneration report of the Company be adopted. Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.

The Voting Restriction does not apply where the Chairman or any other member of the Key Management Personnel is appointed in writing (by a shareholder who is not a member of the Key Management Personnel) as a proxy (Management Proxy) with specific instructions on how to vote on a resolution to adopt the remuneration report of the Company. It is not clear in the amendments to the Corporations Act whether the Management Proxy will be able to vote where the proxy appointment does not give specific instructions on how to vote on a resolution to adopt the remuneration report. In order to resolve this, during 2011, the Federal Government proposes to amend the Corporations Act to make clear that a Chairperson is permitted to vote undirected proxies on remuneration report resolutions.

In order to ensure strict compliance with the relevant provisions of the Corporations Act in relation to the Voting Restrictions, the Company has obtained from the ASIC relief allowing the Chairman to vote undirected proxies. The relief applies to the casting of a vote of the Chairman in the following circumstances:

  • (a) Mr Reg Gillard or, in the alternative, Mr Brian Moller has been elected, by either the directors or the members of the company, to be the chair of the AGM to be held on or about 21 November 2011 and at any adjournment or postponement of that meeting;
  • (b) the chair has been appointed by a member of the Company who is not a person mentioned in paragraph (a) or (b) of subsection 250R(4) as the member's proxy to attend and vote for the member at the meeting in relation to the resolution;
  • (c) the appointment does not specify the way the chair is to vote on the resolution;
  • (d) the appointment expressly authorises the chair to exercise the proxy in relation to the resolution even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company, which includes the chair;
  • (e) the notice of meeting, or a proxy form which accompanies the notice of meeting, contains a statement as to how the chair, if appointed as they member's proxy and the appointment does not specify the way the chair is to vote on the resolution, intends to vote on the resolution; and

(f) the proxy form which accompanies the notice of meeting is substantially in the form of the draft proxy form provided to ASIC on 11 October 2011

Shareholders should be aware that any undirected proxies given to the Chairman will be cast by the Chairman and counted in favour of the resolutions the subject of this Meeting, including this Resolution 4.

6. Interpretation

ASX means the ASX Limited ACN 008 624 691.

Board means the board of Directors of the Company.

Closely Related Party (as defined in the Corporations Act) of a member of the Key Management Personnel for an entity means:

  • (a) a spouse or child of the member; or
  • (b) a child of the member's spouse; or
  • (c) a dependant of the member or the member's spouse; or
  • (d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealings with the entity; or
  • (e) a company the member controls; or
  • (f) a person prescribed by the regulations for the purposes of this paragraph.

Company means Platina Resources Limited ACN 119 007 939.

Consultant means Gold Resources Ltd.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company.

Key Management Personnel or KMP has the definition given in the accounting standards as those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly and indirectly, including any director (whether executive or otherwise) of that entity.

Listing Rules means the listing rules of the ASX Limited.

Meeting means the Annual General Meeting of Shareholders to be held on 21 November 2011.

Options means an option to subscribe for Shares in the Company.

Piggy‐Back Option means an unlisted option to subscribe for Shares in the Company, where upon exercise, the option holder will be issued with one Share and one further unlisted Option, on the terms described in the Explanatory Memorandum.

Shareholder means a holder of ordinary shares in the Company.

Resolution means a resolution to be proposed at the Meeting.

Shares means ordinary fully paid shares in the issued capital of the Company.

Shareholder means a holder of Shares in the Company.

Any inquiries in relation to the Resolutions or the Explanatory Memorandum should be directed to Duncan Cornish (Company Secretary):

Platina Resources Limited

Street address: Suite 5, Floor 1, SteelX Building, 2 Boston Court, Varsity Lakes QLD 4227

Postal address: P.O. Box 4192, Robina Qld 4226

Ph: (07) 5580 9094| Fax: (07) 5580 9394

Email: [email protected]

Annexure 'A'

OPTION TERMS AND CONDITIONS

    1. The Options are options to subscribe for Shares in the capital of the Company.
    1. The Options are transferable in whole or in part.
    1. The Options may be exercised wholly or in part by delivering a duly completed form of notice of exercise together with a cheque for the exercise price per Option to the Company at any time on or after the vesting date and on or before the expiry date.
    1. Upon the valid exercise of the Options and payment of the exercise price, the Company will issue shares ranking pari passu with the then issued shares.
    1. The Option holder does not participate in any dividends unless the Options are exercised and the resultant Shares of the Company are issued prior to the record date to determine entitlements to the dividend.
    1. The Company does not intend to apply for listing of the Options on the ASX.
    1. The Company shall apply for listing on the ASX of the resultant Shares of the Company issued upon exercise of any Option.
    1. While the Option holder does not have any participating rights in new issues of Securities in the Company during the term of any Options held, in the event of a bonus issue or pro‐rata issue the Option holder shall where required under the ASX Listing Rules be afforded such period as may be prescribed under the ASX Listing Rules before the record date to determine entitlements to the issue, to exercise the Options and it shall be a condition of the Options that any entitlements to bonus issues of Securities are only available to the Option holder in the event of a prior exercise of the Options.
    1. If there is a pro rata issue (except a bonus issue), the exercise price of a Option may be reduced according to the following formula:

$$ On = O - \underbrace{F [P - (S + D)]}_{N+1} $$

Where:

On = the new exercise price of the Option;

  • O = the old exercise price of the Option;

  • E = the number of underlying Shares into which one Option is exercisable;

  • P = the average market price per Share (weighted by reference to volume) of the underlying Shares during the five (5) trading days ending on the day before the ex rights date or ex entitlements date;

  • S = the subscription price for a Share under the pro rata issue;

  • D = the dividend due but not yet paid on existing underlying Shares (except those to be issued under the pro rata issue); and

  • N = the number of Shares with rights or entitlements that must be held to receive a right to one new Share.

    1. If there is a bonus issue to the holders of Shares in the Company, the number of Shares over which the Option is exercisable may be increased by the number of Shares which the Option holder would have received if the Option had been exercised before the record date for the bonus issue.
    1. The terms of the Options shall only be changed if holders (whose votes are not to be disregarded) of Shares in the Company approve of such a change. However, the terms of the Options shall not be changed to reduce the Exercise Price, increase the number of Options or change any period for exercise of the Options.
    1. In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company:
    • a. the number of Options, the Exercise Price of the Options, or both will be reconstructed (as appropriate) in a manner consistent with the ASX Listing Rules as applicable at the time of reconstruction, but with the intention that such reconstruction will not result in any benefits being conferred on the holders of the Options which are not conferred on Shareholders; and
    • b. Subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of Shareholders approving a reconstruction of capital, in all other respects the terms for the exercise of the Options will remain unchanged.

Annexure 'B'

OPTION TERMS AND CONDITIONS

    1. The Options are options to subscribe for Ordinary Shares in the capital of the Company.
    1. The Options will be transferable in whole or in part subject to the provisions of the Constitution of the Company, Corporations Act and the Listing Rules of the ASX.
    1. The Options will be vested on the date they are issued (Vesting Date).
    1. The Options may be exercised wholly or in part by delivering a duly completed form of notice of exercise together with a cheque for the Exercise Price per Option to the Company at any time on or after the Vesting Date and on or before the Expiry Date.
    1. Upon the valid exercise of the Options and payment of the Exercise Price, the Company will issue Ordinary Shares ranking pari passu with the then issued Ordinary Shares.
    1. While the Option holder does not have any right to participate in subscription issues of securities in the Company to Shareholders generally, on prior exercise of the Options, the Option holder will be afforded the period of at least ten business days notice prior to and inclusive of the books record date (to determine entitlements to the issue) to exercise the Options.
    1. The Option holder does not participate in any dividends unless the Options are exercised and the resultant Ordinary Shares of the Company are issued prior to the record date to determine entitlements to the dividend.
    1. The Company does not intend to apply for listing of the Options on the ASX.
    1. The Company shall apply for listing on the ASX of the resultant Ordinary Shares of the Company issued upon exercise of any of the Options.
    1. While the Option holder does not have any participating rights in subscription issues of securities in the Company during the term of any Options held, in the event of a bonus issue or pro‐rata issue, the Option holder shall be afforded a period of at least 10 business days before the record date to determine entitlements to the issue, to exercise the Options and it shall be a condition of the Options that any entitlements to bonus issues of securities are only available to the Option holder in the event of a prior exercise of the Options.
    1. If there is a pro rata issue (except a bonus issue), the Exercise Price of an Option will be reduced according to the following formula:

$$ O^{n} = O - \frac{E[P-(S+D)]}{N+1} $$

Where:

On = the new Exercise Price of the Option;

  • O = the old Exercise Price of the Option;

  • E = the number of underlying Ordinary Shares into which one Option is exercisable;

  • P = the average market price per Ordinary Share (weighted by reference to volume) of the underlying Ordinary Shares during the five (5) trading days ending on the day before the ex‐rights date or ex entitlements date;

  • S = the subscription price for an Ordinary Share under the pro rata issue;

  • D = the dividend due but not yet paid on existing underlying Ordinary Shares (except those to be issued under the pro rata issue); and

  • N = the number of Ordinary Shares with rights or entitlements that must be held to receive a right to one new Ordinary Share.

    1. If there is a bonus issue to the holders of Ordinary Shares in the Company, the number of Ordinary Shares over which the Option is exercisable will be increased by the number of Ordinary Shares which the Option holder would have received if the Option had been exercised before the record date for the bonus issue.
    1. Other than as set out in these terms and the ASX Listing Rules, the terms of the Options shall not be changed to reduce the Exercise Price, increase the number of Ordinary Shares issued on exercise of the Options or change any period for exercise of the Options.
    1. In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company:
    • a. the number of Options, the Exercise Price of the Options, or both will be reconstructed (as appropriate) in a manner consistent with the ASX Listing Rules as applicable at the time of reconstruction, but with the intention that such reconstruction will not result in any benefits being conferred on the holders of the Options which are not conferred on Shareholders; and
    • b. subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of Shareholders approving a reconstruction of capital, in all other respects the terms for the exercise of the Options will remain unchanged.

Proxy, Representative and Voting Entitlement Instructions

Proxies and Representatives

Shareholders are entitled to appoint a proxy to attend and vote on their behalf. Where a shareholder is entitled to cast two or more votes at the meeting, they may appoint two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion or number of votes the shareholder may exercise. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. The proxy may, but need not, be a shareholder of the Company.

Shareholders who are a body corporate are able to appoint representatives to attend and vote at the meeting under Section 250D of the Corporations Act 2001 (Cwlth).

The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at, posted to, or sent by facsimile transmission to the address listed below not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

Platina Resources Limited
Street address: Suite 5, Floor 1, SteelX Building, 2 Boston Court, Varsity Lakes QLD 4227
Postal address: P.O. Box 4192, Robina Qld 4226
Ph: (07) 5580 9094 Fax: (07) 5580 9394
Email: [email protected]

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. A form of the certificate may be obtained from the Company.

A proxy form is attached to this Notice.

Voting entitlement

For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm (EST/Brisbane time) on 19 November 2011. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Signing instructions

You must sign the proxy 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, all of the security holders should sign.
Power of Attorney: To sign under Power of Attorney, you must have already lodged this document with the registry.If you have not previously lodged this document for notation, please attach a certifiedphotocopy 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 mustbe signed by that person. If the company (pursuant to section 204A of the Corporations Act2001) 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 aCompany Secretary.
Please indicate the office held by signing in the appropriate place.

Proxy Form Please mark:to indicate your directions

STEP 1 Appoint a Proxy to vote on your behalf

I/We being a member/s of Platina Resources Limited hereby appoint:

the Chairmanof the Meeting OR ! PLEASE NOTE: Leave this box blank if youhave selected the Chairman of the Meeting.Do not insert your own name(s).
-------------------------------- ---- -- --- ---------------------------------------------------------------------------------------------------------------------------

have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Platina Resources Limited to be held at Level 7,1 Eagle Street, Brisbane QLD 4001 on 21 November 2011 at 2.00pm (Bne time) and at any adjournment of that meeting.

IMPORTANT NOTE

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. If the Chairman of the Meeting is your proxy (or becomes your proxy by default), you authorise the Chairman to exercise your proxy on Item 4, that the Remuneration Report for the year ended 30 June 2011 (as set out in the Directors' Report) be adopted, even though the Item is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. If you do not wish to authorise the Chairman to vote in this way, you should direct your vote in accordance with Step 2 below.

.STEP 2 Items of Business ! 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.

Resolution For Against Abstain
1. Re‐election of Reg Gillard as a Director
2. Ratification of Previous Issue of Options
3. Ratification of Previous Issue of Consultant Options
4. Remuneration Report

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

SIGN Signature of Securityholder(s) This section must be completed.

Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact Name Phone No. Date