PLATINA RESOURCES LIMITED — Proxy Solicitation & Information Statement 2007

Mar 13, 2007

PLATINA RESOURCES LIMITED

NOTICE OF GENERAL MEETING

AND

EXPLANATORY MEMORANDUM

Date of Meeting: Thursday 12 April 2007 Time of Meeting: 10am (Brisbane time) Place of Meeting: Level 7, Waterfront Place, 1 Eagle Street, Brisbane, Queensland

This Notice of General Meeting should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting. ing C

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of shareholders of PLATINA RESOURCES LIMITED (Company) will be held at Level 7, Waterfront Place, 1 Eagle Street, Brisbane. Queensland, on 12 April 2007 at 10 am (Brisbane time).

AGENDA

ORDINARY BUSINESS

$\mathbf{1}$ . RE-ELECTION OF MR BRIAN MOLLER AS A DIRECTOR

To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

"That in accordance with Clause 13.4 of the Company's Constitution, Mr Brian Moller (Mr Brian Moller), who retires in accordance with the Company's Constitution and being eligible, offers himself for re-election, be re-elected as a Director of the Company."

VOTING EXCLUSION STATEMENT

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

• Mr Brian Moller:
• any associate of Mr Brian Moller;

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.

$\overline{2}$ . AMENDMENT OF TERMS OF MR GREG WHEELER'S INCENTIVE OPTIONS

To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

"That in accordance with the provisions of Chapter 2E of the Corporations Act 2001 (Cwith) (Corporations Act) and for all other purposes, the Company be authorised to amend the terms of the 2,100,000 incentive options granted under the Executives' Option Incentive Plan to Mr Greg Wheeler (or his nominee)(Mr Grea Wheeler) on the terms and conditions set out in the Explanatory Memorandum attached to this notice."

VOTING EXCLUSION STATEMENT

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

• Mr Greg Wheeler:
• any associate of Mr Greg Wheeler:

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. APPROVAL OF ISSUE OF OPTIONS TO MR BRIAN MOLLER

To consider and, if thought fit, pass the following Ordinary Resolution of the Company:

"That Subject to the passing of Resolution 1, in accordance with the provisions of Listing Rule 10.11 of the ASX Listing Rules and Part 2E of the Corporations Act and for all other purposes, the Company be authorised to issue 250,000 options to subscribe for ordinary shares in the Company exercisable at \$0.32 per share on or before 30 June 2010 (Options) to Mr Brian Moller, being a Director of the Company or his nominee on the terms and conditions as contained in this Notice and attached Explanatory Memorandum."

• A copy of this Notice and the Explanatory Memorandum which accompanies this Notice has been lodged with the Australian Securities & Investments Commission in accordance with Section 218 of the Corporations Act.
• The Company intends to issue the Options as soon as practicable following the Meeting and in any event no later than one (1) month from the date of the Meeting.
• A detailed summary of the proposed terms of the Options is contained within the Explanatory Memorandum.

VOTING EXCLUSION STATEMENT

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

• Mr Brian Moller and $\circ$
• any associate of Mr Brian Moller. $\circ$

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. $\circ$ in accordance with the directions on the proxy form; or
• it is cast by the person chairing the meeting as proxy for a person $\circ$ who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

4. APPROVAL OF ISSUE OF OPTIONS TO DR JOHN FERGUSON

To consider and, if thought fit, pass the following Ordinary Resolution of the Company:

"That in accordance with the provisions of Listing Rule 10.11 of the ASX Listing Rules and Part 2E of the Corporations Act and for all other purposes, the Company be authorised to issue 1,000,000 Options to Dr John Ferguson being a Director of the Company or his nominee (Dr John Ferguson) on the terms and conditions as contained in this Notice and attached Explanatory Memorandum."

• A copy of this Notice and the Explanatory Memorandum which accompanies this Notice has been lodged with the Australian Securities & Investments Commission in accordance with Section 218 of the Corporations Act.
• The Company intends to issue the Options as soon as practicable following the Meeting and in any event no later than one (1) month from the date of the Meeting.
• A detailed summary of the proposed terms of the Options is contained within the Explanatory Memorandum.

VOTING EXCLUSION STATEMENT

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

• Dr John Ferguson; and $\circ$
• $\Omega$ any associate of Dr John Ferguson.

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. $\Omega$ in accordance with the directions on the proxy form; or
• it is cast by the person chairing the meeting as proxy for a person $\Omega$ who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

GENERAL BUSINESS

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

BY ORDER OF THE BOARD

Robert Mosia Chairman 12 March 2007

EXPLANATORY MEMORANDUM

$\mathbf{1}$ . INTRODUCTION

This Explanatory Memorandum is provided to the Shareholders of PLATINA RESOURCES LIMITED (Company) to explain the resolutions to be put to the Shareholders at a General Meeting to be held at Level 7, Waterfront Place, 1 Eagle Street, Brisbane, Queensland, on 12 April 2007 at 10 am (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.

ORDINARY BUSINESS

RESOLUTION 1- RE-ELECTION OF MR BRIAN MOLLER AS A DIRECTOR $2^{\circ}$

Mr Brian Moller was appointed as a additional Director of the Company on 31 January 2007 following the retirement of Mr Greg Wheeler. The Company's Constitution requires that the meeting vote on his re-election as a Non-Executive Director, at the first General Meeting following his appointment.

Mr Brian Moller

(Non-Executive Director)

Brian Moller (47), appointed 31 January 2007, is a corporate partner in the Brisbanebased law firm Hopgood Ganim Lawyers, the Australian solicitors to the Company. He was admitted as a solicitor in 1981 and has been a partner at Hopgood Ganim since 1983. He practices almost exclusively in the corporate area with an emphasis on capital raising, mergers and acquisitions.

Brian Moller holds an LLB Hons from the University of Queensland and is a member of the Australian Mining and Petroleum Law Association.

Brian Moller acts for many publicly-listed resource and industrial companies and brings a wealth of experience and expertise to the board, particularly in the corporate regulatory and governance areas. He is a non-executive director of D'Aquilar Gold Ltd and Solomon Gold plc.

RESOLUTION 2 - AMENDMENT OF TERMS OF MR GREG WHEELER'S 3. INCENTIVE OPTIONS

Introduction

Prior to the Company's admission to ASX, the Company adopted a Executives' Option Incentive Plan (Plan) for the benefit of its directors and executives. A summary of the terms of the Plan was set out in the Company's Prospectus dated 6 April 2006. Pursuant to the Plan, the directors issued 2,100,000 incentive options to Mr Greg Wheeler (or his nominee) (a former director of the Company) (the Options). The Options were approved by Shareholders at a general meeting on 25 July 2006 on the terms contained in that Notice of Meeting.

Paragraph (iv) of Annexure "A" to the Notice (the Notice) and Explanatory Statement stated that the Options would lapse three months after the option holder ceases to hold office as a Director of the Company. On 20 December 2006, Mr Greg Wheeler tended his resignation as Non-Executive Director of the Company effective 31 January 2007. According to the terms of the Options. Mr Grea Wheeler has an exercise period of three months in which to exercise the Options. This will expire on 30 April 2007 (Expiry Date).

The Company was listed on ASX on 29 May 2006. Accordingly, the Company has been listed for less than twelve months and will not have been listed for twelve months until 29 May 2007. This means that there will be potential restrictions on the resale of any of the shares resulting from the exercise of the Options under the Corporations Act 2001 (Cth) (Corporations Act). In particular, until the Company has been listed for twelve months. any sale of shares issued upon exercise of Options before that time may require both the option holder and the Company to issue a Prospectus. This is because until 29 May 2007, the exemption contained in Section 708A(5) of the Corporations Act 2001 (Cth) (the Act) cannot be utilised. As the Options currently expire before this date, it is not possible for the Company to rely upon this exemption.

Under the Plan, the period of exercise of the Options is capable of being extended if the Board of the Company determines it is appropriate to grant additional time for the Options to be exercised. Therefore, the Directors wish to extend the period of the exercise of the Options until Thursday 31 May 2007 to allow the Company and Mr Greg Wheeler to take advantage of the application of Section 708A(5).

Whilst the shareholders of the Company approved the issue of the Options on 25 July 2006 as the provision of "financial benefit" to a related party, it is not entirely clear whether the Board extending the exercise period under the terms of the Plan could be interpreted as the provision of a fresh "financial benefit".

Whilst the Board considers the extension of the exercise period of the Options to Mr Greg Wheeler as being reasonable in the circumstances (such that Shareholder approval may not have been required under Chapter 2E of the Act), the Company has decided to afford shareholders the opportunity to vote on this extension as an exercise of good corporate governance.

Terms of Options

The Directors have resolved to refer to shareholders for approval, the extension of the exercise period of the 2,100,000 unlisted Options to subscribe for ordinary shares in the Company to Mr Greg Wheeler. Full details of the terms of the Options were set out in the Notice and Explanatory Statement dated 15 June 2006. The terms and conditions of the Options will remain the same as previously approved by shareholders but for the extension of the exercise period to 31 May 2007.

The Options are exercisable at \$0.20 each on or before 30 April 2007.

Chapter 2E of the Corporations Act 2001 (Cwith)

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of a public company unless the benefit falls within one of various exceptions to the general prohibition. One of the exceptions includes where the company first obtains the approval of its shareholders in general meeting in circumstances where the requirements of Chapter 2E in relation to the convening of that meeting have been met.

A "related party" for the purposes of the Corporations Act is defined widely and it includes a director of the public company.

A "financial benefit" for the purposes of the Corporations Act has a very wide meaning. It includes the public company paying money or issuing securities to the related party. In determining whether or not a financial benefit is being given, it is necessary to look to the economic and commercial substance and effect of what the public company is doing (rather than just the legal form). Any consideration which is given for the financial benefit is to be disregarded, even if it is full or adequate.

This proposed resolution, if passed, may confer financial benefits to the Recipient and the Company seeks to obtain member approval in accordance with the requirements of Chapter 2E of the Corporations Act and for this reason and for all other purposes the following information is provided to shareholders.

$(a)$ The related party to whom Resolution 1 would permit the financial benefit to be given

Mr Greg Wheeler, being the outgoing Non-Executive Director of the Company.

$(b)$ The nature of the financial benefit

The nature of the proposed financial benefit to be given is the extension of the exercise period of the Options to 31 May 2007 as described above.

$(c)$ Directors' recommendation

Mr Robert Mosig and Dr John Ferguson and Mr Brian Moller (the Disinterested Directors) recommend that shareholders vote in favour of this Resolution. The Disinterested Directors believe that extending the exercise period for the Options may avoid the need to prepare a prospectus sanctioning any sale of shares by Mr Greg Wheeler following an exercise of the Options to the extent that Mr Greg Wheeler chooses to exercise and sell before 31 May 2007. This would in turn avoid considerable time and cost because the Company would be allowed to rely on the exemption contained in Section 708A(5) of the Corporations Act.

$(d)$ Directors' interest and other remuneration

Mr Greg Wheeler has a material personal interest in the outcome of Resolution 2. as it is proposed that the period of exercise of his Options be extended as set out in Resolution 2.

As set out above, Mr Greg Wheeler tendered his resignation effective on 31 January 2007. In the last financial year Mr Greg Wheeler received directors' fees of \$40,000. Mr Greg Wheeler has a relevant interest in the securities of the Company as he has 2,000,000 ordinary shares and 2,100,000 options to subscribe for ordinary shares in the Company.

Any other information that is reasonably required by shareholders to make a (e) decision and that is known to the Company or any of its Directors

Dilutionary Effect

If all of the Options the subject of this Resolution 2 are exercised by Mr Wheeler. the following will be the dilutionary effect on the current issued capital of the Company:

Shareholders	Current Capital 1	Share	Share Exercise 1,2	Capital	Upon
Current Shareholders	31,010,000	100%	31,010,000	93.66%
Mr Wheeler (or associated entities)	1,800,000	5.8%	3,900,000	11.78%
Total	31,010,000	100%	33,110,000	100%

¹Assuming that none of the current options on issue (being 2,100,000 to Mr G Wheeler expiring on 31 April 2007, and 2,100,000 to Mr Robert Mosig and 250,000 to Dr John Ferguson expiring on 30 June 2010) are exercised.

²Assuming the Options the subject of Resolution 2 are exercised by Mr Wheeler, but not considering the impact of the options the subject of Resolutions 3 and 4.

Save as set out in this Explanatory Memorandum, the Directors are not aware of any other information that will be reasonably required by Shareholders to make a decision in relation to benefits contemplated by the proposed Resolution 2.

4. RESOLUTIONS 3 AND 4- ISSUE OF OPTIONS TO DIRECTORS

Introduction

The Directors have resolved to refer to members for approval the proposed grant of 250,000 Options to Mr Brian Moller and 1,000,000 Options to Dr John Ferguson (or their respective nominees) (each a Recipient) exercisable at \$0.32 each on or before 30 June 2010 (the Options).

Approval for the issue of the Options is sought in accordance with the provisions of Listing Rule 10.11 of the ASX Listing Rules and Part 2E of the Corporations Act 2001. If approval is given under Listing Rule 10.11, approval will not be required under Listing Rule 7.1.

In order for the Options to be granted to directors, the requirements of Chapters 2E of the Corporations Act need to be observed.

The Issue of Options pursuant to Resolution 3 is subject to the re-election of Mr Brian Moller as a Non-Executive Director of the Company under Resolution 1.

Options Terms

A summary of the material terms of the Options is set out below:

• The Options shall be issued for no consideration:
• The exercise price of each Option is \$0.32 (Exercise Price):
• The Options will expire on 30 June 2010 (Expiry Date) unless earlier exercised:
• The Options will not be transferable in whole or in part and may not be exercised by any other person (except, in the case of the Option holder's death, by his or her legal personal representative);
• The Options may be exercised at any time 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 date of issue of the Options and on or before the Expiry Date;
• The number of Options that may be exercised at one time must be not less than ۰ 10,000;
• Upon the valid exercise of the Options and payment of the Exercise Price, the Company will issue fully paid ordinary shares ranking pari passu with the then issued ordinary shares:

• While the Option holders do not have any right to participate in new issues of securities in the Company to shareholders generally on prior exercise of the Options, the Option holders 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:

• Option holders do 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:

• In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company:
• 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
• 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:
• If there is a pro rata issue (except a bonus issue), the Exercise Price of an Option may be reduced according to the following formula:

$$
On = O - E [P-(S + D)]
$$

$N + 1$

Where:

O"		the new exercise price of the Option;
0.	$=$	the old exercise price of the Option;
E	$=$	the number of underlying securities into which one Option is exercisable;
Ρ		the average market price per security (weighted by reference to volume) of
		the underlying securities during the 5 trading days ending on the day before
		the ex right date or the ex entitlements date;
s		the subscription price for a security under the pro rata issue;
D	$\equiv$	dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue);
Ν		the number of securities with rights or entitlements that must be held to receive a right to one new security.

• 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:
• The terms of the Options shall only be changed if holders (whose votes are not to be disregarded) of ordinary 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:
• The Company does not intend to apply for listing of the Options on the ASX; and
• The Company shall apply for listing of the resultant shares of the Company issued $\bullet$ upon exercise of any Option.

Rule 10.11 of the ASX Listing Rules

Rule 10.11 of the ASX Listing Rules prohibits listed entities from issuing or agreeing to issue securities to related parties, including its directors, without the approval of shareholders.

Accordingly Resolutions 3 and 4 are put to shareholders to obtain approval for the issue of the Options to the Directors.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act 2001 (Cwith) ("Corporations Act") prohibits a public company from giving a financial benefit to a related party of a public company unless the benefit falls within one of various exceptions to the general prohibition. One of the exceptions includes where the company first obtains the approval of its shareholders in general meeting in circumstances where the requirements of Chapter 2E in relation to the convening of that meeting have been met.

A "related party" for the purposes of the Corporations Act is defined widely and includes a director of the public company.

A "financial benefit" for the purposes of the Corporations Act has a very wide meaning. It includes the public company paying money or issuing securities to the related party. In determining whether or not a financial benefit is being given, it is necessary to look to the economic and commercial substance and effect of what the public company is doing (rather than just the legal form). Any consideration which is given for the financial benefit is to be disregarded, even if it is full or adequate.

Ť.

This proposed resolution, if passed, will confer financial benefits to Mr Brian Moller and Dr John Ferguson and the Company seeks to obtain member approval in accordance with the requirements of Chapter 2E of the Corporations Act and for this reason and for all other purposes the following information is provided to shareholders.

The related party to whom Resolutions 3 and 4 would permit the $(a)$ financial benefit to be given

Each of Mr Brian Moller and Dr John Ferguson (or their respective nominees), being Directors of the Company.

The nature of the financial benefit $(b)$

The nature of the proposed financial benefit to be given is:

• the grant of 250,000 Options to Mr Brian Moller and 1,000,000 Options to Dr John Ferguson as referred to in Resolutions 3 and 4;
• the Options shall be granted for no cash consideration; and
• the Options shall be exercisable into fully paid shares at such an exercise price of \$0.32 per share exercisable on or before 30 June 2010.

Directors' Recommendation $\left( c\right)$

With respect to Resolution 3, Mr Robert Mosig and Dr John Ferguson (the Disinterested Directors) recommend that shareholders vote in favour of this resolution. The reasons for their recommendation include:

• the grant of the Options as proposed to Mr Brian Moller will provide $(i)$ Mr Brian Moller with reward and incentive for future services he will provide to the Company to further the progress of the Company.
• the Options are not intended as a substitute for salary or wages or as $(ii)$ a means for compensation for past services rendered: and
• $(iii)$ in the Company's circumstances as they existed as at the date of this Explanatory Memorandum, the Directors considered that the incentive provided a cost-effective and efficient incentive as opposed to alternative forms of incentives (eg cash bonuses, increased remuneration). However, it must be recognised that there will be an opportunity cost to the Company, being the price at which the Company could grant the Options to a third party.

As Mr Brian Moller is interested in the outcome of Resolution 3, he accordingly makes no recommendation to shareholders in respect of this resolution.

With respect to Resolution 4, Mr Robert Mosig and Mr Brian Moller (the Disinterested Directors) recommend that shareholders vote in favour of this resolution. The reasons for their recommendation include:

• the grant of the Options as proposed to Dr John Ferguson will provide $(iv)$ Dr John Ferguson with reward and incentive for future services he will provide to the Company to further the progress of the Company.
• the Options are not intended as a substitute for salary or wages or as $(v)$ a means for compensation for past services rendered; and

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$(vi)$ in the Company's circumstances as they existed as at the date of this Explanatory Memorandum, the Directors considered that the incentive provided a cost-effective and efficient incentive as opposed to alternative forms of incentives (eg cash bonuses, increased remuneration). However, it must be recognised that there will be an opportunity cost to the Company, being the price at which the Company could grant the Options to a third party.

As Dr John Ferguson is interested in the outcome of Resolution 4, he accordingly makes no recommendation to shareholders in respect of this resolution.

$(d)$ Directors' Interest and other remuneration

Mr Brian Moller

Mr Brian Moller has a material personal interest in the outcome of Resolution 3, as it is proposed that Options be granted to him (or his respective nominee) as set out in Resolution 3.

Excluding the Options, Mr Brian Moller (and entities associated with him) holds nil shares of the Company and Nil options to subscribe for ordinary shares in the Company. Please refer to the table below which indicates the holdings of Mr Brian Moller (and entities associated with him).

Other than the Options to be issued to Mr Brian Moller pursuant to Resolution 3, Mr Brian Moller shall receive director's remuneration of \$40,000.00 per annum from the Company for his services as a Non-Executive Director.

Dr John Ferguson

Dr John Ferguson has a material personal interest in the outcome of Resolution 3, as it is proposed that Options be granted to him (or his respective nominee) as set out in Resolution 3.

Excluding the Options, Dr John Ferguson (and entities associated with him) holds nil shares of the Company and 250,000 options to subscribe for ordinary shares in the Company, exercisable at .25 cents on or before 31 June 2010. Please refer to the table below which indicates the holdings of Dr John Ferguson (and entities associated with him).

Other than the Options to be issued to Dr John Ferguson pursuant to Resolution 3, Dr John Ferguson shall receive director's remuneration of \$40,000 per annum from the Company for his services as a Non-Executive Director.

If all of the Options granted are exercised by Mr Brian Moller and Dr John Ferquson, the following will be the effect on their holdings in the Company:

Director	Current Share Holding	% of Total Share Capital (31,010,000) shares on issue 1 )	Shares held Upon Exercise	% of Total Share Capital $(31,010,000)$ on issue 1
Mr Brian Moller	Nil	N/A	250,000	0.77%
Dr John Ferguson	Nil	N/A 2	1,000,000	$3.10\%$ 2

Notes:

• Assuming that none of the current options on issue (being 2,100,000 to Mr Greg $\ddagger$ . Wheeler expiring on 31 April 2007, and 2,100,000 to Mr Robert Mosig and 250,000 to Dr John Ferguson expiring on 30 June 2010) are exercised.
• $2.$ Assuming that none of the current options on issue to Dr John Ferguson (being 250,000 options exercisable at 25 cents, expiring on 30 June 2010) are exercised.

$(e)$ Valuation

The Options are not currently quoted on the ASX and as such have no market value. The Options each grant the holder thereof a right of grant of one ordinary share in the Company upon exercise of the Option and payment of the exercise price of the Option described above. Accordingly, the Options may have a present value at the date of their grant.

The Options may acquire future value dependent upon the extent to which the shares exceed the exercise price of the Options during the term of the Options.

As a general proposition, options to subscribe for ordinary fully paid shares in a company have value. Various factors impact upon the value of options including things such as:

• $(1)$ the period outstanding before the expiry date of the options:
• the exercise price of the options relative to the underlying price or $(ii)$ value of the securities into which they may be converted:
• $(iii)$ the proportion of the issued capital as expanded consequent upon exercise represented by the shares issued upon exercise (i.e. whether or not the shares that might be acquired upon exercise of the options represent a controlling or other significant interest);
• (iv) the value of the shares into which the options may be converted; and
• whether or not the options are listed (i.e. readily capable of being $(v)$ liquidated):

and so on.

There are various formulae which can be applied to determining the theoretical value of options (including the formula known as the Black-Scholes Model option valuation formula).

The Company has estimated the value of the Options and has done so using the Black-Scholes Model, which is the most widely used and recognised model for pricing options. The value of an option calculated by the Black-Scholes Model is a function of the relationship between a number of variables, being the share price, the exercise price, the time to expiry, the risk-free interest rate and the volatility of the Company's underlying share price.

Inherent in the application of the Black-Scholes Model are a number of inputs, some of which must be assumed. The data relied upon in applying the Black-Scholes Model was:

• The exercise price of the options being \$0.32;
• Exercise date being on or before 30 June 2010:
• A volatility measure of 80-100%;
• A risk-free interest rate of 6.25%; and
• A nil dividend yield.

(assumed data).

Some relatively minor variables were included in the calculation to estimate the value of Option as "American style" options (being exercisable at any time prior to the stated expiry date). Theoretically, the Black-Scholes Model prices "European style" options (being exercisable only on this exercise date).

Based on this information, the Company has adopted an indicative value for the Options of \$0.2693 each.

On that basis, the respective value of the Options to be issued pursuant to Resolutions 8 and 9 are as follows:

Mr Brian Moller-\$67.337.50:

Dr John Ferguson $-$ \$269,300;

$(f)$ Any other information that is reasonably required by shareholders to make a decision and that is known to the Company or any of its Directors

There is no other information known to the Company or any of its directors save and except as follows:

Ŧ.

Opportunity Costs

The opportunity costs and benefits foregone by the Company issuing the Options to each of the Recipients is the potentially dilutionary impact on the issued share capital of the Company (in the event that the options are exercised). Until exercised, the issue of the Options will not impact upon the number of ordinary shares on issue in the Company. To the extent that upon their exercise the dilutionary impact caused with the issue of shares will be detrimental to the Company, this is more than offset by the advantages accruing from the Company securing the services of experienced and skilled directors on appropriate incentive terms.

It is also considered that the potential increase of value in the Options is dependent upon a concomitant increase in the value of the Company generally.

Taxation Consequences

No stamp duty will be payable in respect of the grant of the Options. No GST will be payable by the Company in respect of the grant of the Options (or if it is then it will be recoverable as an input credit).

AASB 2 "Share Based Payments" requires that these payments shall be measured at the more readily determinable fair value of the equity instrument. Under the accounting standards this amount will be expensed in the statement of financial performance. Where the grant date and the vesting date are different the total expenditure calculated will be allocated between the two dates taking into account the terms and conditions attached to the instruments and the counterparties as well as management's assumptions about probabilities of payments and compliance with and attainment of the set out terms and conditions.

Dilutionary Effect

If all of the Options granted are exercised by Mr Brian Moller and Dr John Ferguson, the following will be the dilutionary effect on the current issued capital of the Company:

Shareholders	Current Capital 1	Share	Share Capital Upon Exercise 1,2		Share Capital Upon Exercise and assuming the exercise of options referred to in Resolution $2^{2,3}$
Current Shareholders	31,010,000	100%	31,010,000	96.13 %	31,010,000	90.25%
Mr Brian Moller	Nil	N/A	250,000	0.77%	250,000	0.73%
Dr John Ferguson	Nil	N/A	1,000,000	3.1%	1,000,000	2.91%
Total	31,010,000	100%	32,260,000	100%	34,360,000	100%

²Assuming the Options the subject of Resolutions 3 and 4 are exercised.

³Assuming that of the current options on issue (being 2,100,000 to Mr G Wheeler expiring on 31 April 2007, and 2,100,000 to Mr Robert Mosig and 250,000 to Dr John Ferguson expiring on 30 June 2010), the options on issue to Mr Wheeler (the subject of Resolution 2) are exercised.

Save as set out in this Explanatory Memorandum, the Directors are not aware of any other information that will be reasonably required by Shareholders to make a decision in relation to benefits contemplated by the proposed resolutions 3 and 4.

Any inquiries in relation to the Resolution or the Explanatory Memorandum should be directed to Ms Dianna Lynch:

Level 1/7 Baroona Road

MILTON QLD 4064

Tel: 07 3369 5255

Facsimile: +61 7 3369 5066

PROXY FORM

I/WE
οl	________ and the contribution of the concerning of the contribution of the concerning of the contribution of the contribution of the contribution of the contribution of the contribution of the contribution of the contribution of th

being shareholder(s) of PLATINA RESOURCES LIMITED ("Company")

hereby appoint ---------------------------------------
	-------------------------------------- .
of failing him/her	OI.

or failing him/her the Chairman as my/our proxy to vote for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at Level 7, Waterfront Place, 1 Eagle Street, Brisbane, Queensland on 12 April 2007 at 10am (Brisbane time) and at any adjournment thereof in respect of all of my/our shares in the Company unless otherwise specified below.

If you wish to indicate how your proxy is to vote, please tick the appropriate places below.

If the Chairman is appointed as your proxy, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. The Chairman advises that it is his intention to vote in favour of all resolutions in respect of any undirected proxies which may be granted in favour of the Chairman

If two proxies are appointed, the proportion of voting rights this proxy is authorised to exercise is ]%. (An additional proxy form will be supplied by the Company on request.) ſ

If you wish to appoint the proxy to exercise voting power over only some of your shares, the number of shares in respect of which this proxy is to operate is ..................... shares (Note: proxy will be over all shares if left blank)

I/we direct my/our proxy to vote as indicated below:

1.	RESOLUTION Re-Election of Mr Brian Moller as Non-Executive Director		For П	Against	Abstain
2.	Amendment of terms of Mr Greg Wheeler's incentive options
З.	Approval of Issue of Options to Mr Brian Moller
4.	Approval of Issue of Options to Dr John Ferguson
Secretary	Individual or Security holder 1 Sole Director and	Security holder 2 Director		Director/Company	Security holder3
$\cdot$	Sole Company Secretary (If appointed)

Contact Name

Contact Daytime Telephone

Date

PROXY, REPRESENTATIVE AND VOTING ENTITLEMENT INSTRUCTIONS

Shareholders are entitled to appoint up to two individuals to act as proxies to attend and vote on their behalf. Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the shareholder's voting rights. 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 (Cwith).

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 as follows:

IN PERSON:-	Platina Resources Ltd, Level 1/7 Baroona Road, Milton, QLD, 4064
BY MAIL:-	Platina Resources Ltd, Level 1/7 Baroona Road, Milton, QLD, 4064
BY FAX:-	Facsimile: +61 7 3369 5066

or with the Company's Share Registry:

Advanced Share Registry
110StirlingHwy
Nedlands WA 6009
+61893897871

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.

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's share registry.

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 7.00 pm, 10 April 2007. 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 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.

1181603 3

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