PLATINA RESOURCES LIMITED — Proxy Solicitation & Information Statement 2008

Aug 5, 2008

4 August 2008

Dear Shareholder,

I attach information concerning an Extraordinary General Meeting of the Company which is to be held in Brisbane at 11.00am on Thursday 4[th] September 2008.

The meeting is required for shareholders to ratify and approve a 19.99% placement of shares to a new investor, Panther Palladium LLC, a corporation associated with Dr. Thomas Kaplan, and to approve a new issue of options to Directors with an exercise price of $0.75 per share, which are intended to replace the options originally issued at $1.40 per share.

Full details of the Agenda and the Resolutions proposed for approval at the meeting, together with an Explanatory Memorandum accompany this letter. I do encourage you to read all the information before making your vote, which can be made either in person at the Meeting, or by way of the attached Proxy Form.

Based on all present information available to your directors, the Board commends approval of the resolutions in respect of the placement to Panther Palladium LLC.

We currently have two major shareholders in Australia, Dr. Peter Woodford and Mr. Mark Creasy who hold collectively 34% of Platina Resources Limited. The support of these major shareholders has been invaluable in bringing the Company to where it is now. In addition, the inclusion of Panther Palladium LLC as a major investor enables our Company to negotiate and market its portfolio of projects (especially its Skaergaard project) in North America with the assistance of a network of people experienced in fund raising for mining and exploration. I look forward to growing our Company further with the help of all three major holders and all other Platina shareholders.

I am pleased to advise that the major shareholders have indicated their support for the Resolutions approving the replacement options offered to Directors.

I look forward to meeting as many shareholders as possible on the 4[th] September in Brisbane at the Extraordinary General Meeting.

Yours Faithfully,

Platina Resources Limited

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Robert W Mosig Executive Chairman

Notice of Extraordinary General Meeting and Explanatory Memorandum

Platina Resources Limited ABN 25 119 007 939

Date of Meeting: 4 September 2008 Time of Meeting: 11.00am EST Place of Meeting: Level 7, Waterfront Place, 1 Eagle Street, Brisbane Qld 4000

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Notice is given that an Extraordinary 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 4 September 2008 at 11 am (Brisbane time).

Agenda

Ordinary Business

1. Resolution One – Ratification of Previous Issue of Shares

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

“That in accordance with the provisions of Listing Rule 7.4 of the Official Listing Rules of the ASX Limited (“ ASX ”), and for all other purposes, the shareholders ratify the previous issue of 6,977,110 fully paid ordinary shares in the Company (“ Previous Shares ”) on 3 July 2008 for a consideration of Three Million, Eight Hundred and Thirty‐seven thousand, four hundred and ten dollars and fifty cents ($3,837,410.50) (representing an issue price of fifty‐five cents ($0.55) per Previous Share) to Panther Palladium LLC, a company duly incorporated in the United States (“ Panther ”) an investor that falls within one or more of the classes of exemptions specified in section 708 of the Corporation Act 2001.”

• The rights attaching to the Previous Shares are identical in all respects to the existing ordinary shares on issue in the Company;

• The funds raised by the issue will be used by the Company to develop the Skaergaard project in East Greenland and to provide working capital to the Company;

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

• Panther; and

• any associate of Panther.

• 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.

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2. Resolution Two ‐ Authorise Issue of Shares under a Placement to Panther

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

“That in accordance with the provisions of Listing Rule 7.1 of the Official Listing Rules of the ASX, and for all other purposes, the Company and the Directors of the Company are authorised to issue 4,747,239 fully paid ordinary shares (“ Placement Shares ”) for a consideration of two million, six hundred and ten thousand nine hundred and eighty‐one dollars and forty‐five cents ($2,610,981.45) (representing an issue price of fifty‐five cents ($0.55) per Placement Share), to Panther, an investor who falls within one or more of the classes of exemptions specified in section 708 of the Corporation Act on the terms and conditions as contained in this Notice of Meeting and attached Explanatory Memorandum.”

Voting Exclusion Statement

• The Placement Shares will be issued to Panther an investor who falls within one or more of the classes of exemptions specified in section 708 of the Corporation Act;

• The Company intends to issue the Placement Shares as soon as practicable after the Meeting and in any event no later than three (3) months from the date of the Meeting.

• The rights attaching to the Placement Shares are identical in all respects to the existing ordinary shares on issue in the Company;

• The funds raised by the issue will be used by the Company to progress the prefeasibility study on the Skaergaard project in Greenland and to provide working capital to the Company;

• The Placement Shares will not be issued to any related party of the Company (within the meaning of the ASX Listing Rules);

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

• Panther; and

• any associate of Panther.

• 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.

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3. Resolution Three –Issue of Options to Mr Robert Mosig

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

“Subject to the passing of Resolutions Four and Five , 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 two million (2,000,000) options to subscribe for ordinary shares in the Company exercisable at seventy‐five cents ($0.75) each on or before 31 December 2010 ( Options ) to Mr Robert Mosig ( Mr Mosig ) being a Director of the Company or his nominee on the terms and conditions as contained in this Notice and attached Explanatory Memorandum.”

NOTE

A copy of this Notice of Meeting and the accompanying Explanatory Memorandum has been lodged with the Australian Securities & Investments Commission in accordance with section 218 of the Corporations Act.

VOTING EXCLUSION STATEMENT

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

• Mr Mosig;

• any associate of Mr Mosig.

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.

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4. Resolution Four –Issue of Options to Dr John Ferguson

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

“Subject to the passing of Resolutions Three and Five, 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 one million (1,000,000) options to subscribe for ordinary shares in the Company exercisable at seventy‐five cents ($0.75) each on or before 31 December 2010 ( Options ) to Dr John Ferguson ( Dr Ferguson ) being a Director of the Company or his nominee on the terms and conditions as contained in this Notice and attached Explanatory Memorandum.”

NOTE

A copy of this Notice of Meeting and the accompanying Explanatory Memorandum has been lodged with the Australian Securities & Investments Commission in accordance with section 218 of the Corporations Act.

VOTING EXCLUSION STATEMENT

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

• Dr Ferguson;

• any associate of Dr 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, 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.

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5. Resolution Five –Issue of Options to Mr Brian Moller

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

“Subject to the passing of Resolutions Three and Four, 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 two hundred and fifty thousand (250,000) options to subscribe for ordinary shares in the Company exercisable at seventy‐five cents ($0.75) each on or before 31 December 2010 ( Options ) to Mr Brian Moller, ( Mr Moller ) being a Director of the Company or his nominee on the terms and conditions as contained in this Notice and attached Explanatory Memorandum.”

NOTE

A copy of this Notice of Meeting and the accompanying Explanatory Memorandum has been lodged with the Australian Securities & Investments Commission in accordance with section 218 of the Corporations Act.

VOTING EXCLUSION STATEMENT

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

• Mr Moller;

• any associate of Mr 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.

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

Robert Mosig Chairman 4 August 2008

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Explanatory Memorandum

1. 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 Extraordinary General Meeting to be held at Level 7, Waterfront Place, 1 Eagle Street, Brisbane Qld 4000 on 4 September 2008 commencing at 11.00am EST.

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.

Terms used in this Explanatory Memorandum are defined in Section 6.

2. Background Information

On 3 July 2008 the Company entered into a share subscription agreement (Agreement) with Panther. The Agreement was also announced on the ASX on 3 July 2008.

Under the Agreement Panther will acquire approximately 19.99% (11,724,349 shares) of the Shares in the Company by way of private placement. The private placement investment will raise approximately $6.4 million.

The private placement has been arranged to proceed in two tranches.

The first tranche being 6,977,110 Shares or 12.95% of the Company was issued to Panther on 4 July 2008 in accordance with Listing Rule 7.1. Pursuant to Resolution One the Company now seeks ratification of the issue of the first tranche of shares issued under the Agreement.

The second tranche of Shares being 4,747,239 Shares or 7.04% of the Company is subject to shareholder approval being obtained for the issue. Subject to shareholder approval being obtained for the issue of the second tranche of Shares, it will have the effect of raising Panther’s ownership interest in Platina to approximately 19.99%. Pursuant to Resolution Two the Company now requires shareholder approval for the subsequent issue of the second tranche shares.

All shares placed under the Agreement are subject to a voluntary 12 month escrow period but subject to certain exceptions, including a disposal by Panther in the case of a take‐over bid or a scheme of arrangement by a third party other than Panther.

The placement pricing of $0.55 per share represents a premium of 22.2% over the Company’s recent rights issue pricing and a premium of 8.6% over the volume‐weighted average price of PGM shares on the ASX for the one month period prior to Agreement being signed.

Panther Palladium LLC, which focuses on value‐oriented, longer term opportunities in the platinum group metals sector, is a Delaware I, U.S. limited liability company controlled by a trust related to the family of US mining investor Dr. Thomas Kaplan. Dr. Kaplan serves as chairman of privately held Electrum LLC and Leor Energy LLC.

Further details regarding Resolutions One and Two are set out below.

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Ordinary Resolutions

3. Resolution One ‐ Ratification of Previous Issue of Shares

Resolution One seeks the ratification of shareholders for the previous issue of 6,977,110 fully paid ordinary shares to Panther.

In accordance with ASX Listing Rule 7.4, shareholder approval is sought to ratify the issue of Shares in the Company as detailed in Resolution One, being the issue of 6,977,110 fully paid ordinary shares pursuant to ASX Listing Rule 7.1.

As previously outlined, ASX Listing Rule 7.1 prohibits a company, except in certain cases, from issuing new shares equivalent in number to more than 15% of its capital in any 12 month period without the prior approval of its shareholders. 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 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 these Resolutions are 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 advises as follows:

Number of Shares allotted	Price at which securities were issued	Date of issue	Terms of the securities	Allottees
6,977,110	55 cents each	3 July 2008	Ordinary shares ranking equally with existing shares	Panther Palladium LLC

4. Resolution Two ‐ Authorise the Issue of up to 4,747,239 shares

Resolution Two seeks the approval of shareholders for the issue of additional Placement Shares to Panther. Accordingly, pursuant to Resolution Two, the Company is seeking the approval of shareholders to the further issue by the Company of up to 4,747,239 Shares to Panther.

ASX Listing Rule 7.1 prohibits a company, except in certain cases, from issuing new shares equivalent in number to more than 15% of its capital in any 12 month period without the prior approval of its shareholders.

In order to preserve the maximum commercial flexibility of the Company to issue Shares under ASX Listing Rule 7.1, and in circumstances where the Company and the Directors of the Company believe that such issue of Shares is in the best interests of the Company and its shareholders without having to obtain separate shareholder approval for such issue, the Company is seeking to obtain approval of its shareholders to the issue of up to 4,747,239 Shares to effect the capital raising.

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The effect of the shareholders approving the issue of these Shares will be that the issue will not be counted as part of the Company’s 15% limit under ASX Listing Rule 7.1, thereby enlivening the Company’s full placement capacity under Listing Rule 7.1.

The funds raised by the issue of the Placement Shares will be used by the Company to develop Platina’s principal asset, being its 100% owned Skaergaard Project located on the Eastern Coast of Greenland. The Company will use some of the Panther placement funds to progress its pre‐ feasibility studies on the Skaergaard Project. Diamond drilling and environmental baseline studies are currently being conducted at the Skaergaard Project.

Shareholders should note that at the time of entry into the Agreement, the proposed issue price of $0.55 represented a premium of 8.6% over the volume‐weighted average price of Platina shares on the ASX for the one month period prior to the Agreement being signed.

Shareholders should be mindful of the fact that the Company’s shares may be subject to price fluctuation over time due to a number of factors and at the time of the meeting the proposed issue price may be higher or lower than the prevailing market price.

In accordance with ASX Listing Rule 7.3, the Company advises as follows:

• The maximum number of Shares that will be issued under Resolution Two is 4,747,239 Shares.

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

• The issue price of the Placement Shares is fifty‐five cents ($0.55) per Placement Share.

• The Placement Shares will be issued to Panther as investor, who in accordance with Section 708 (8) of the Corporations Act is defined as a Sophisticated Investor.

• The Placement Shares will have the same rights and entitlements as all other fully paid ordinary shares in the issued capital of the Company.

• The Company will make application for quotation on ASX of the Placement Shares to be issued.

• The funds raised by the issue will be used to:

• Fund prefeasibility work on its Skaergaard PGM Project in East Greenland;

• To fund development work on the Company’s other PGM projects; and

• For general working capital purposes.

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5. Resolutions Three, Four and Five ‐ Issue of Options to Directors

Introduction

The Directors have resolved to refer to members for approval the proposed grant of 2,000,000 Options to Mr Robert Mosig, 1,000,000 Options to Dr John Ferguson and 250,000 Options to Mr Brian Moller, (or their respective nominees) each a Director of the Company, exercisable at $0.75 each ( Options ). The terms of the Options are set out in more detail below.

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

At the Annual General Meeting in 2007, each of the Directors were granted an equivalent number of options to subscribe for shares upon the same terms proposed for the Options save that the exercise price of those options ( Current Options ) is $1.40 per share.

The Current Options were issued to the Directors at that time along with all employees of the Company as part of the Company’s program to retain, reward and provide incentive to personnel who are considered key to the future growth of the Company.

The Company has been affected by the global market volatility and seen its share price fall considerably from the levels experienced at and prior to the grant of the Current Options.

This has had the effect of adversely impacting upon the objectives sought to be achieved and promoted by an incentive option issue.

Accordingly, the Board has resolved to issue all employees holding options upon the same terms as the Current Options ( Current Employee Options ) with an equivalent number of options and otherwise upon the same terms as the Options. Shareholder approval is not required for the issue of these options. The proposed issue will be subject to the holders agreeing to the cancellation of the Current Employee Options held by them.

It is considered appropriate to ask shareholders to consider that the same approach be extended to each of the Directors.

Subject to approval being obtained under Resolutions Three, Four and Five, the Company intends to cancel the Current Options that were issued to each of the Directors following the 2007 Annual General Meeting. Each of the Directors has signed a Deed of Cancellation in respect of the Current Options which upon approval of Resolutions Three, Four and Five will have the effect of cancelling all of the Current Options.

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Option Terms

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

• The securities to be issued are Options to subscribe for fully paid ordinary shares in the capital of the Company ( Shares ).

• The Options are to be issued for no consideration.

• The exercise price of each Option is seventy‐five cents ($0.75) ( Exercise Price );

• The Options will expire on 31 December 2010 ( Expiry Date ) unless earlier exercised;

• Shares issued on exercise of the Options will rank pari passu with all existing Shares of the Company from the date of issue.

• 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 1,000;

• The Options shall be unlisted.

• Option holders do not participate in dividends unless the Options are exercised.

• While the Option holders do not have any right to participate in new issues of securities in the Company to shareholders generally, the Option holders will be afforded the period of at least ten (10) business days’ notice prior to and inclusive of the books record date (to determine entitlements to the issue) to exercise the Options;

• Following the issue of the Options, 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, 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.

• 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:

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Where:

• O[n] = the new exercise price of the Option;

• O = the old exercise price of the Option;

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

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

• N = 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 upon exercise of any Option.

Regulatory Requirements

Chapter 2E of the Corporations Act

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 the 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 a 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.

The proposed resolutions, if passed, will confer financial benefits to Mr Mosig, Dr Ferguson and Mr Moller and the Company seeks to obtain shareholder approval in accordance with the

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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 resolutions Three, Four and Five would permit the financial benefit to be given

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

(b) The nature of the financial benefit

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

• The grant of 2,000,000 Options to Mr Robert Mosig, 1,000,000 Options to Dr Ferguson and 250,000 Options to Mr Brian Moller as referred to in Resolutions Three, Four and Five;

• The Options shall be granted for no cash consideration; and

• The Options shall be exercisable into fully paid Shares at an exercise price of $0.75 each exercisable on or before 31 December 2010.

(c) Directors’ recommendation

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

• (i) the grant of the Options as proposed to Mr Mosig will provide Mr Mosig with reward and incentive for future services he will provide to the Company to further the progress of the Company.

• (ii) the Options are not intended as a substitute for salary or wages or as 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 Mosig is interested in the outcome of Resolution Three, he accordingly makes no recommendation to shareholders in respect of this resolution.

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

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• (iv) the grant of the Options as proposed to Dr Ferguson will provide Dr Ferguson with reward and incentive for future services he will provide to the Company to further the progress of the Company.

• (v) the Options are not intended as a substitute for salary or wages or as a means for compensation for past services rendered; and

• (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 Ferguson is interested in the outcome of Resolution Four, he accordingly makes no recommendation to shareholders in respect of this resolution.

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

• (vii) the grant of the Options as proposed to Mr Moller will provide Mr Moller with reward and incentive for future services he will provide to the Company to further the progress of the Company.

• (viii) the Options are not intended as a substitute for salary or wages or as a means for compensation for past services rendered; and

• (ix) 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 Moller is interested in the outcome of Resolution Five, he accordingly makes no recommendation to shareholders in respect of this resolution.

(d) Recipient’s interest and other remuneration

Mr Robert Mosig

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

Excluding the Options, Mr Robert Mosig (and entities associated with him) holds 3,276,000 shares of the Company and 2,000,000 options to subscribe for ordinary shares in the Company, exercisable at $1.40 on or before 30 December 2010. Please refer to the table below which indicates the holdings of Mr Robert Mosig (and entities associated with him).

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Other than the Options to be issued to Mr Mosig pursuant to Resolution Three Mr Robert Mosig shall receive director's remuneration $272,696 (including superannuation) per annum from the Company for his services as Executive Director.

Entity Name	Class of security	Quantity
Robert Mosig	PGM (Ordinary)	480,000
Colter Holdings Pty Ltd	PGM (Ordinary)	276,000
Robyn Mosig	PGM (Ordinary)	2,520,000
	Unlisted Options ($1.40 @ 31/12/10)	2,000,000

Dr John Ferguson

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

Excluding the Options, Dr John Ferguson (and entities associated with him) holds 60,000 shares of the Company and 1,000,000 options to subscribe for ordinary shares in the Company, exercisable at 32 cents on or before 30 June 2010, 250,000 options exercisable at 25 cents on or before 30 June 2010 and 1,000,000 options exercisable at $1.40 on or before 31 December 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 Four, Dr John Ferguson shall receive director's remuneration of $40,000 per annum plus $646 per day for additional geological consulting work from the Company for his services as a Non‐Executive Director.

Entity Name	Class of security	Quantity
Spar Resources Pty Ltd Superannuation Benefits Fund	PGM (Ordinary)	60,000
	Unlisted Options ($0.32 @ 30‐ Jun‐10)	1,000,000
	Unlisted Options ($0.25 @ 30‐ Jun‐10)	250,000
	Unlisted Options ($1.40 @ 31‐ Dec‐10)	1,000,000

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Mr Brian Moller

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

Excluding the Options, Mr Brian Moller (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 32 cents on or before 30 June 2010, and 250,000 options exercisable at $1.40 on or before 31 December 2010. 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 Five, Mr Brian Moller shall receive director's remuneration of $40,000 per annum from the Company for his services as a Non‐Executive Director.

Entity Name	Class of security	Quantity
Sealth Pty Ltd	Unlisted Options ($0.32 @ 30‐ Jun‐10)	250,000
	Unlisted Options ($1.40 @ 31‐ Dec‐10)	250,000

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

Director	Current Share Holding	% of Total Share Capital (53,874,510 shares on issue1)	Shares held Upon Exercise	% of Total Share Capital **(57,124,510 on issue1 ,2) **
Mr Robert Mosig	3,276,000	6.08	5,276,000	9.24
Dr John Ferguson	60,000	0.11	1,060,000	1.86
Mr Brian Moller	Nil	Nil	250,000	0.44

Notes:

1. Assuming that no other shares are issued.

2. Assuming each of Mr Mosig, Dr Ferguson and Mr Moller exercise all of their Options.

In the event that all Options granted are exercised by Mr Robert Mosig, Dr John Ferguson and Mr Brian Moller as well as all other outstanding issued options, the following will be the effect on their holdings in the Company:

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Director	Current Share Holding	% of Total Share Capital (53,874,510 shares on issue)	Shares held Upon Exercise of all Options	% of Total Share Capital **(59,467,510 on issue1) **
Mr Robert Mosig	3,276,000	6.08	5,276,000	8.87
Dr John Ferguson	60,000	0.11	2,310,000	3.88
Mr Brian Moller	Nil	Nil	500,000	0.84

Notes:

1. Assuming that the Current Options are cancelled and no other shares are issued.

(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:

• the period outstanding before the expiry date of the options;

• the exercise price of the options relative to the underlying price or value of the securities into which they may be converted;

• the proportion of the issued capital as expanded consequent upon exercise represented by the shares issued upon exercise (ie whether or not the shares that might be acquired upon exercise of the options represent a controlling or other significant interest);

• the value of the shares into which the options may be converted; and

• whether or not the options are listed (ie readily capable of being liquidated);

and so on.

The Company sought an independent valuation of the Options. The method used to value the options was 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.

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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 $0.75;

Exercise date being on or before 31 December 2010;

A volatility measure of 107.755%;

A risk‐free interest rate of 6.64%; 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 $0.284 each.

On that basis, the respective value of the Options to be issued pursuant to Resolutions Three, Four and Five are as follows:

Mr Robert Mosig‐ $568,000

Dr John Ferguson – $284,000

Mr Brian Moller– $71,000

(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:

Market Price movements:

The option valuation noted above is based on a market price of the Shares at the time of the valuation (22 July 2008).

There is a possibility that the market price of the Shares will change up to the date of the Extraordinary General Meeting.

Opportunity Costs

The opportunity costs and benefits foregone by the Company issuing the Options to Mr Mosig, Dr Ferguson and Mr Moller 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 Shares on issue in the Company. To the extent

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that upon their exercise the dilutionary impact caused by 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 an experienced and skilled director on appropriate incentive terms.

It is also considered that the potential increase in the value of 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 Mosig, Dr Ferguson and Mr Moller the following will be the effect on the current issued capital of the Company:

Shareholder	Current Shareholding	% of Total Share Capital¹	Shareholding upon Exercise of Options¹	% of Total Share Capital
Current Shareholders (other than Mr Mosig, Dr Ferguson and Mr Moller)	50,538,510	93.81	50,538,510	88.47
Mr Mosig	3,276,000	6.08	5,276,000	9.23
Dr Ferguson	60,000	0.11	1,060,000	1.86
Mr Moller	Nil	Nil	250,000	0.44
TOTAL	53,874,510	100	57,124,510	100

Notes:

1. Assuming that the Current Options are cancelled and no other shares are issued;

In the event that, in addition to the above, all other existing options on issue are exercised (excluding the Current Options which are assumed to be cancelled), current shareholders would hold approximately 86% of 59,467,510 shares then on issue.

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 Resolutions Three, Four and Five.

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Listing Rule 10.11

Listing Rule 10.11 requires an entity to obtain the approval of shareholders to an issue of securities to a related party. Each of Mr Mosig, Dr Ferguson and Mr Moller, being a Director of the Company, is a related party. Accordingly, because the issue of the Options will result in the Company issuing securities to a related party, approval under Listing Rule 10.11 is required.

For the purposes of Listing Rule 10.13, the Company advises as follows:

• The maximum number of Options to be issued to Mr Mosig, Dr Ferguson and Mr Moller is 3,250,000 Options.

• The Options are intended to be granted as soon as possible following the Meeting, but in any event, no later than one (1) month after the date of the Meeting.

• The Options are being issued for nil consideration.

• No funds are being raised by the grant of the Options.

6. Interpretation

ASIC means the Australian Securities and Investments Commission.

ASX means the ASX Limited ACN 008 624 691.

Board means the board of the Company.

Company means Platina Resources Limited ABN 25 119 007 939.

Constitution means constitution of the Company as amended from time to time.

Listing Rules means the listing rules of the ASX.

market price has the meaning ascribed to that term in Chapter 19 of the Listing Rules .

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

Shareholder means a shareholder of the Company.

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

PO Box 4192, Robina QLD 4226

(07) 5580 9094

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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 , or the Share Registry, Level 12, 300 Queen Street, Brisbane QLD 4000 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

PO Box 4192, Robina Qld 4226

Telephone Phone : (07) 5580 9094 Facsimile No: (07) 5580 9394

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 7.00pm 2 September 2008. 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.

	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.

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Proxy Form

I/WE of

being shareholder(s) of Platina Resources Limited ( Company )

of: hereby appoint of: of failing him/her

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, Qld 4000, on 4 September 2008 at 11.00am 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, or may be appointed by default, and if you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in this box:

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he/she has an interest in the outcome of the resolution and votes cast by him/her other than as proxy holder will be disregarded because of that interest. The Chairman advises that it is his/her 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.)

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)

If no directions are given, the Proxy may vote as the Proxy thinks fit or may abstain. By signing this appointment you acknowledge that the Proxy (whether voting in accordance with your directions or voting in their discretion under an undirected Proxy) may exercise your proxy even if he/she has an interest in the outcome of the resolution and even if votes cast by him/her other than as proxy holder will be disregarded because of that interest.

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

Resolution	For	Against	Abstain
1. Ratification of Issue to Panther
2. Approval of Placement Shares to Panther
3. Approval of Issue of Options to Mr Robert Mosig
4. Approval of Issue of Options to Dr John Ferguson
5. Approval of Issue of Options to Mr Brian Moller

Individual or Security holder 1 Security holder 2

Sole Director and Director Sole Company Secretary (If appointed)

Security holder 3 Director/Company Secretary

_____ ________ Contact Name Contact Daytime Telephone

_________ Date