COVENTRY RESOURCES INC.

NOTICE OF ANNUAL GENERAL & SPECIAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General & Special Meeting of the Shareholders of Coventry Resources Inc. (hereinafter called the "Company") will be held on Tuesday, October 29, 2013, at Suite 1000 – 355 Burrard Street Vancouver, BC 6C 2G8 Vancouver, British Columbia, at the hour of 10 a.m. (Vancouver time) for the following purposes:

1. To receive and consider the audited financial statements of the Company for the fiscal year ended June 30, 2013 and the Auditor's Report thereon;
1. To fix the number of Directors for the ensuing year at seven (7);
1. To elect Directors for the ensuing year;
1. To appoint Ernst & Young, Chartered Accountants, as the Company's Auditor for the ensuing year and to authorize the Directors to fix the remuneration to be paid to the Auditor;
1. To re-approve the Company's Stock Option Plan;
1. To pass a special resolution that, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of equity securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1.A.2 and on the terms and conditions set out in the Information Circular;
1. To approve the issuance of an aggregate of 2,950,000 stock options to directors of the Company as more particularly described in the Information Circular;
1. To approve the issuance of an aggregate of 400,000 stock options to certain service providers as more particularly described in the Information Circular; and
1. To transact such other business as may properly come before the Meeting.

Accompanying this Notice is an Information Circular and Proxy with notes to Proxy.

Shareholders unable to attend the Annual General & Special Meeting in person should read the notes accompanying the enclosed Proxy and complete and return the Proxy to the Company's Registrar and Transfer Agent within the time and to the location set out in the said notes to the Proxy.

The enclosed Proxy is solicited by Management and you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided the name of the person you wish to represent you at the Meeting.

DATED at Vancouver, British Columbia, this 24th day of September, 2013.

BY ORDER OF THE BOARD,

"Steven Chadwick Interim President, Chief Executive Officer & Director

Suite 504 – 602 West Hastings Street Vancouver, BCV6B 1P2

Tel : +1 604-632-9915 Fax : +1 604-632-9925

INFORMATION CIRCULAR

(containing information as at September 24, 2013 unless indicated otherwise)

For the Annual General & Special Meeting to be held on Tuesday, October 29, 2013

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the Management of COVENTRY RESOURCES INC. (the "Company"; and or "Coventry"), for use at the Annual General & Special Meeting (the "Meeting"), of the Shareholders of the Company, to be held on Tuesday, the 29th day of October, 2013, at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof. The enclosed Instrument of Proxy is solicited by management of the Company. The solicitation will be primarily by mail; however, proxies may be solicited personally or by telephone by the regular officers and employees of the Company. The cost of solicitation will be borne by the Company.

The method that holders of an interest in common shares in the capital of the Company ("Common Shares") will use to vote their respective Common Shares will depend on the manner in which such Common Shares are held by such Shareholder.

In the case of holders of CHESS Depositary Interests ("CDIs") (typically Shareholders in Australia), please refer to "Voting by CDI Holders" and "CDI Holders May Give Directions to Depositary Nominee".

In the case of registered holders of Common Shares, whether legal or beneficial (typically Shareholders in North America), please refer to "Appointment And Revocation of Proxies", "Voting of Share And Exercise Of Discretion of Proxies" and "Advice To Beneficial Shareholders" below.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying form of Proxy are Directors and/or Officers of the Company. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM ON HIS BEHALF AT THE MEETING OTHER THAN THE PERSONS NAMED IN THE ENCLOSED INSTRUMENT OF PROXY. TO EXERCISE THIS RIGHT, A SHAREHOLDER SHALL STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE INSTRUMENT OF PROXY AND INSERT THE NAME OF HIS/HER NOMINEE IN THE BLANK SPACE PROVIDED, OR COMPLETE ANOTHER INSTRUMENT OF PROXY. A PROXY WILL NOT BE VALID UNLESS IT IS DEPOSITED WITH THE COMPANY'S REGISTRAR AND TRANSFER AGENT, COMPUTERSHARE INVESTOR SERVICES INC., 100 UNIVERSITY AVENUE, 9TH FLOOR, TORONTO, ONTARIO, M5J 2Y1, OR BY TOLL FREE FAX AT 1-866-249-7775 NOT LESS THAN 48 HOURS (EXCLUDING SATURDAYS, SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE MEETING OR ADJOURNMENT THEREOF.

The Instrument of Proxy must be signed and dated by the Shareholder or by his attorney in writing, or, if the Shareholder is a Corporation, it must either be under its common seal or signed by a duly authorized officer.

A Shareholder who has given a proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or by his attorney authorized in writing, or, if the Shareholder is a Corporation, it must either be under its common seal, or signed by a duly authorized officer and deposited at the Company's Registrar and Transfer Agent, Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the proxy is to be used, or to the Chairperson of the Meeting on the day of the Meeting or any adjournment of it. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

VOTING BY CDI HOLDERS

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

CDI HOLDERS MAY GIVE DIRECTIONS TO DEPOSITARY NOMINEE

CDI holders are not entitled to vote at the meeting in person. However, holders of CDIs have the right to direct the Depositary Nominee how to vote in respect of their CDIs on the resolutions described in the Notice. The Depositary Nominee must vote in accordance with any direction give by a CDI holder.

If you are a CDI holder and you wish to direct the Depositary Nominee how to vote in respect of your CDI's, you should read, complete, date and sign the accompanying notice of direction and deposit it with the Company c/o Computershare Investor Services Pty Ltd. at GPO Box 242, Melbourne, Australia VIC 3001, not later than 1 a.m. Perth, Australia time on October 28, 2013 and if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting.

The Depositary Nominee shall exercise its right to vote at the Meeting by proxy.

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

On any poll, the persons named in the enclosed Instrument of Proxy will vote the Common Shares in respect of which they are appointed. Where directions are given by the Shareholder in respect of voting for or against any resolution, the proxy holder will do so in accordance with such direction.

IN THE ABSENCE OF ANY INSTRUCTION IN THE PROXY, IT IS INTENDED THAT SUCH COMMON SHARES WILL BE VOTED IN FAVOUR OF THE MOTIONS PROPOSED TO BE MADE AT THE MEETING AS STATED UNDER THE HEADINGS IN THIS INFORMATION CIRCULAR. The Instrument of Proxy enclosed, when properly signed, confers discretionary authority with respect to amendments or variations to the matters which may properly be brought before the Meeting. At the time of printing this Information Circular, the Management of the Company is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to the Management should properly come before the Meeting, the Proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the nominee.

In order to approve a motion proposed at the Meeting, a majority of greater than one-half of the votes cast will be required (an "Ordinary Resolution") unless the motion requires a Special Resolution, in which case a majority of not less than two thirds of the votes cast will be required. In the event a motion proposed at the Meeting requires disinterested Shareholder approval, Common Shares held by Shareholders of the Company who are also "insiders", as such term is defined under applicable securities laws, will be excluded from the count of votes cast on such motion.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (referred to in this information circular as "Beneficial Shareholders") should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then, in almost all cases, those Common Shares will not be registered in the Shareholder's name on the records of the Company. Such Common Shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). The Common Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, a broker and its agents are prohibited from voting shares for the broker's clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person.

Applicable regulatory rules require intermediaries/brokers to seek voting instructions in advance of Shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their shares are voted at the Meeting. The purpose of the form of proxy or voting instruction form provided to a Beneficial Shareholder by its broker, agent or nominee is limited to instructing the registered holder of the Common Shares on how to vote such shares on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications ("Broadridge"). Broadridge typically supplies a voting instruction form, mails those forms to Beneficial Shareholders and asks those Beneficial Shareholders to return the forms to Broadridge or follow specific telephone or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of the shares to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridge cannot use that form to vote Common Shares directly at the Meeting. Instead, the voting instruction form must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure such Common Shares are voted.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purpose of voting Common Shares registered in the name of their broker, agent or nominee, a Beneficial Shareholder may attend the Meeting as a proxyholder for a shareholder and vote Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered shareholder should contact their broker, agent or nominee well in advance of the Meeting to determine the steps necessary to permit them to indirectly vote their Common Shares as a proxyholder.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company's authorized capital consists of an unlimited number of Common Shares without par value of which 90,974,487 Common Shares were issued and outstanding as of the close of business on September 24, 2013 (the "Record Date"), each Common Share carrying the right to one vote.

Any shareholder of record at the close of business on the Record Date who either personally attends the Meeting or who has completed and delivered a Proxy in the manner and subject to the provisions described above, shall be entitled to vote or to have such shareholder's shares voted at the Meeting or adjournment thereof.

To the best of the knowledge of the directors and senior officers of the Company, as of September 24, 2013 there are no persons who beneficially own, or control or direct, directly or indirectly, 10% or more of the issued and outstanding Common Shares of the Company, other than as set forth below:

Name	Number ofCommon Shares	Percentage of Common SharesOutstanding
Sun Valley Gold Master Fund, Ltd.	13,635,654	14.99%(1)

(1) The sole holders of common shares of the Sun Valley Gold Master Fund, Ltd. ("Master Fund") are Sun Valley Gold International, Ltd., of which Sun Valley Gold LLC ("Sun Valley") is the Investment Manager, and Sun Valley Gold, L.P., of which Sun Valley is the General Partner. Sun Valley is the investment manager for the Master Fund, and has discretionary trading authority over the securities of Coventry issued to the Master Fund.

EXECUTIVE COMPENSATION

Definitions: For the purpose of this Information Circular:

"A$" means Australian Dollars.

"ASX" means ASX Limited.

"ASX Listing Rules" means the Listing Rules of ASX.

"C$" means Canadian Dollars

"CEO" means an individual who acted as chief executive officer of the company, or acted in a similar capacity, for any part of the most recently completed financial year;

"CFO" means an individual who acted as chief financial officer of the company, or acted in a similar capacity, for any part of the most recently completed financial year;

"closely related party" of a member of the key management personnel means:

(a) a spouse or child of the member;
(b) a child of the member's spouse;
(c) a dependent of the member or the member's spouse;
(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 dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of 'closely related party' in the Corporations Act;

"closing market price" means the price at which the company's security was last sold, on the applicable date,

(a) in the security's principal marketplace in Canada, or
(b) if the security is not listed or quoted on a marketplace in Canada, in the security's principal marketplace;

"company" includes other types of business organizations such as partnerships, trusts and other unincorporated business entities;

"Corporations Act" means the Corporations Act 2001 (Cth).

"eligible entity" means an entity that, at the date of the relevant general meeting:

(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000;

"equity incentive plan" means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of IFRS2 Share-based Payment;

"equity securities" includes a share, a right to a share or option, an option, a convertible security and any security that ASX decides to classify as an equity security;

"grant date" means a date determined for financial statement reporting purposes under IFRS2 Share-based Payment;

"incentive plan" means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period;

"incentive plan award" means compensation awarded, earned, paid, or payable under an incentive plan;

"key management personnel" has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the company, or if the company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the company, or if the company is part of a consolidated entity, of an entity within the consolidated group;

"NEO" or "named executive officer" means each of the following individuals:

(a) a CEO;
(b) a CFO;
(c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of National Instrument 51-102, for that financial year; and
(d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the company, nor acting in a similar capacity, at the end of that financial year;

"NI 52-107" means National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency;

"non-equity incentive plan" means an incentive plan or portion of an incentive plan that is not an equity incentive plan;

"option-based award" means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features;

"ordinary securities" has the meaning set out in the ASX Listing Rules;

"plan" includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, securities, similar instruments or any other property may be received, whether for one or more persons;

"remuneration report" means the statement of executive compensation set out in this Information Circular.

"replacement grant" means an option that a reasonable person would consider to be granted in relation to a prior or potential cancellation of an option;

"repricing" means, in relation to an option, adjusting or amending the exercise or base price of the option, but excludes any adjustment or amendment that equally affects all holders of the class of securities underlying the option and occurs through the operation of a formula or mechanism in, or applicable to, the option;

"share-based award" means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, Common Shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.

STATEMENT OF EXECUTIVE COMPENSATION

In accordance with the provisions of applicable securities legislation, the Company had two "Named Executive Officers" during the financial year ended December 31, 2012, namely Don Halliday, who acted as President, CEO and a director, during the year and Doris Meyer, who acted as CFO during the year.

Subsequent to the December 31, 2012 year end, the Company changed its year end to June 30. During the year ended June 30, 2013, the Company had five "Named Executive Officers". Don Halliday acted as President, CEO and a director until January 8, 2013, when he resigned his positions as President and CEO and was appointed as the Company's VP of Investor Relations; Mr. Halliday terminated all executive duties with the Company on June 30, 2013. Michael Naylor was appointed as President, CEO and a director on January 8, 2013, and resigned from all of those positions on April 26, 2013. Steven Chadwick was appointed as Interim President and CEO on April 26, 2013. Doris Meyer acted as CFO until April 29, 2013 when she resigned from that position. Nicholas Day was appointed CFO on April 29, 2013.

COMPENSATION DISCUSSION AND ANALYSIS

The Board of Directors of the Company is responsible for determining all forms of compensation to be granted to the Chief Executive Officer of the Company and the directors, and for reviewing the Chief Executive Officer's recommendations respecting compensation of the other senior executives of the Company, to ensure such arrangements reflect the responsibilities and risks associated with each position. Compensation of the Company's Named Executive Officers is comprised of a base salary, the reimbursement of expenses incurred by each Named Executive Officer, and the grant of options to purchase Common Shares under the Company's stock option plan (as more particularly described below). Through its executive compensation practices, the Company seeks to provide value to its shareholders through a strong executive leadership. Specifically, the Company's executive compensation structure seeks to attract and retain talented and experienced executives necessary to achieve the Company's strategic objectives, motivate and reward executives whose knowledge, skills and performance are critical to the Company's success, and align the interests of the Company's executives and shareholders by motivating executives to increase shareholder value.

Within the context of the overall objectives of the Company's compensation practices, the Company determined the specific amounts of compensation to be paid to each of its executives during the years ended June 30, 2013 and December 31, 2012 based on a number of factors, including their performance during the fiscal year, the roles and responsibilities of the Company's executives, the individual experience and skills of, and expected contributions from, the Company's executives, the Company's executives' historical compensation and performance within the Company, and any contractual commitments the Company has made to its executives regarding compensation.

The Board of Directors has not conducted a formal evaluation of the implications of the risks associated with the Company's compensation policies. Risk management is a consideration of the Board of Directors when implementing compensation policies and the Board of Directors do not believe that the Company's compensation policies results in unnecessary or inappropriate risk taking including risks that are likely to have a material adverse effect on the Company.

Base Salary

The Company's approach is to pay its executives a base salary that is competitive with those of other executive officers in similar companies. The Company believes that a competitive base salary is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. The Company also believes that attractive base salaries can motivate and reward executives for their overall performance.

To the extent that the Company has entered into employment agreements with its executives, the base salaries of such individuals reflect the initial base salaries that the Company negotiated with them. The base salaries that the Company negotiated with its executives were based on its understanding of base salaries for comparable positions at similarly situated companies at the time, the individual experience and skills of, and expected contribution from, each executive, the roles and responsibilities of the executive, and the base salaries of the Company's existing executives and other factors. The employment agreements that were entered into with each of the Company's Named Executive Officers are summarized under "Management Contracts" below.

Option Based Awards

The Company has in effect a stock option plan (the "Stock Option Plan") in order to provide effective incentives to directors, officers and senior management personnel, employees and consultants of the Company and to enable the Company to attract and retain experienced and qualified individuals in those positions by permitting such individuals to directly participate in an increase in per share value created for the Company's Shareholders. The Company has no equity compensation plans other than the Stock Option Plan. The Stock Option Plan is an important part of the Company's long-term incentive strategy for its executive officers. The Stock Option Plan is intended to reinforce commitment to long-term growth in profitability and shareholder value. The size of stock option grants to officers is dependent on each officer's level of responsibility, authority and importance to the Company and the degree to which such executive officer's long term contribution to the Company will be key to its long-term success. Previous grants of stock options are taken into account when considering new grants.

The Company is seeking re-approval of the Shareholders at the Meeting for its stock option plan. The significant terms of the Company's stock option plan are set out below under the heading "Particulars of Other Matters to be Acted Upon – Re-approval of Rolling Stock Option Plan".

Use of Financial Instruments

The Company does not have a policy that would prohibit a Named Executive Officer or director from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the Named Executive Officer or director. However, management is not aware of any Named Executive or director purchasing such an instrument.

Compensation

The following table sets out certain information respecting the compensation paid to Named Executive Officers of the Company for the financial years ended June 30, 2013, December 31, 2012, December 31, 2011 and December 31, 2010:

NEO Name andprincipal position	FinancialYearEnded	Salary	Share-basedawards	Optionbasedawards(6)	Non-equity incentiveplan compensation		Pensionvalue	All othercompensation	TotalCompensation
		(C$)	(C$)	(C$)	AnnualIncentivePlans	Longtermincentiveplans	(C$)	(C$)	(C$)
Steven Chadwick(1)Interim President &CEO	June 30, 2013	Nil	Nil	Nil	Nil	Nil	Nil	123,941	123,941
Michael Naylor(2)Former President &CEO	June 30, 2013	95,375	Nil	Nil	Nil	Nil	Nil	52,200	147,575
Nicholas Day(3)CFO	June 30, 2013	Nil	Nil	Nil	Nil	Nil	Nil	38,148	38,148
Don Halliday(4)	June 30, 2013	Nil	Nil	Nil	Nil	Nil	Nil	100,000	100,000
Former President &CEO	Dec. 31, 2012	Nil	Nil	Nil	Nil	Nil	Nil	120,000	120,000
	Dec. 31, 2011	116,190	Nil	107,460	Nil	Nil	Nil	Nil	223,650
	Dec. 31, 2010	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Doris Meyer(5)	June 30, 2013	Nil	Nil	Nil	Nil	Nil	Nil	26,595	26,595
Former CFO	Dec. 31, 2012	Nil	Nil	Nil	Nil	Nil	Nil	66,000	66,000
	Dec. 31, 2011	Nil	Nil	53,730	Nil	Nil	Nil	76,000	129,730

Summary Compensation Table

	Dec. 31, 2010	Nil	Nil	18,488	Nil	Nil	Nil	66,000	84,488

(1) Steven Chadwick was appointed as Interim President and CEO on April 26, 2013. He is also a director of the Company. Mr. Chadwick's fees were paid to Spectrum Metallurgical Consultants Pty Ltd., a company owned by Mr. Chadwick through which Mr. Chadwick's services were provided to the Company.

(2) Michael Naylor was appointed as President, CEO and a director on January 8, 2013. He resigned from all of those positions on April 26, 2013.

(3) Nicholas Day was appointed as CFO on April 29, 2013. He is also a director of the Company. Mr. Day's fees were paid to Argento Trust., a trading trust owned by Mr. Day through which Mr. Day's services were provided to the Company.
(4) Don Halliday resigned as President and CEO effective January 8, 2013. He is currently a Non-Executive director. Mr. Halliday's fees were paid to 524124 B.C. Ltd., a company owned by Mr. Halliday through which Mr. Halliday's services were provided to the Company.
(5) Doris Meyer resigned as CFO effective April 29, 2013. Ms. Meyer's fees were paid to Golden Oak Corporate Services Ltd., a company owned by Ms. Meyers through which Ms. Meyer's services were provided to the Company.
(6) This amount represents the theoretical fair value, on the date of grant, of stock options granted under the Stock Option Plan during the financial year. There was no cash compensation paid to any of the Named Executive Officers disclosed in the above table in connection with "option-based awards". The grant date fair value has been calculated using the Black Scholes Merton model according to Section 3870 of the CICA Handbook and will be recognized over the vesting term of the option. The key assumptions and estimates used for the calculation of the grant date fair value under this model include the risk-free, expected stock price volatility, expected life and expected dividend yield. See the notes to the Company's financial statements for each of the years ended June 30, 2013, December 31, 2012, December 31, 2011 and December 31, 2010 for further details.

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information concerning all share-based and option-based awards granted to the Named Executive Officers and which were outstanding at June 30, 2013:

		Option-based Awards			Share-based Awards(2)
Name	Number of securitiesunderlyingunexercised options(#)	Optionexercise price(C$)	Optionexpiration date	Value ofunexercisedin-the-moneyoptions(1)(C$)	Number ofshares or unitsof shares thathave notvested(#)	Market orpayout value ofshare-basedawards that havenot vested(C$)	Market orpayout valueof vestedshare-basedawards notpaid out ordistributed(C$)
Steven Chadwick	125,650	0.50	17/06/15	N/A	N/A	N/A	N/A
Michael Naylor	1,130,850	0.50	17/08/17	N/A	N/A	N/A	N/A
Nicholas Day	50,260	0.83	8/08/14	N/A	N/A	N/A	N/A
Don Halliday	3,750	$5.00	10/09/14	N/A	N/A	N/A	N/A
	5,000	$4.00	7/01/15	N/A	N/A	N/A	N/A
	60,000	$1.85	31/01/16	N/A	N/A	N/A	N/A
Doris Meyers	N/A	N/A	N/A	N/A	N/A	N/A	N/A

(1) Based on the difference between the exercise price of the options and the closing price of the Company's Common Shares on the TSX Venture Exchange on the last trading day prior to June 30, 2013 of $0.08. If the option was not-in-the-money then a N/A has been assigned.

(2) The Company has not granted any share-based awards.

The following table sets forth information concerning all share-based and option-based awards granted to the Named Executive Officers and which were outstanding at December 31, 2012:

		Option-based Awards				Share-based Awards(2)
Name	Number of securitiesunderlyingunexercised options(#)	Optionexercise price(C$)	Optionexpiration date	Value ofunexercisedin-the-moneyoptions(1)(C$)	Number ofshares or unitsof shares thathave notvested(#)	Market orpayout value ofshare-basedawards that havenot vested(C$)	Market orpayout valueof vestedshare-basedawards notpaid out ordistributed(C$)
Don Halliday	18,750	1.00	10/09/14	N/A	N/A	N/A	N/A
	25,000	0.80	7/01/15	N/A	N/A	N/A	N/A
	300,000	0.37	31/01/16	N/A	N/A	N/A	N/A
Doris Meyers	N/A	N/A	N/A	N/A	N/A	N/A	N/A

(1) Based on the difference between the exercise price of the options and the closing price of the Company's Common Shares on the TSX Venture Exchange on the last trading day prior to December 31, 2012 of $0.04. If the option was not-in-the-money then a N/A has been assigned.

(2) The Company has not granted any share-based awards.

Incentive Plan Awards – Value Vested or Earned During the Year

An aggregate of 1,256,500 stock options vested to Named Executive Officer of the Company during the year ended June 30, 2013. The following table summarizes, for each of the Named Executive Officers of the Company, the value of the options vested or earned during the year ended June 30, 2013.

Name	Option-based awards–Value vested during theyear(1)(C$)	Share-based awards–Value vested during theyear(2)	Non-equity incentive plancompensation–Value earnedduring the year(3)
Steven Chadwick	Nil	N/A	N/A
Michael Naylor	Nil	N/A	N/A
Nicholas Day	Nil	N/A	N/A
Don Halliday	Nil	N/A	N/A
Doris Meyers	Nil	N/A	N/A

(1) This amount is the aggregate dollar value that would have been realized if the options under the option based awards had been exercised on the vesting date. It is determined by the difference between the exercise price of the option and the market price on the date of vesting. If the option was not-in-the-money then a N/A has been assigned.

(2) The Company has not granted any share-based awards.
(3) The Company has not issued any non-equity incentive plan compensation.

An aggregate of 0 stock options vested to the Named Executive Officers of the Company during the year ended December 31, 2012. The following table summarizes, for each of the Named Executive Officers of the Company, the value of options vested or earned during the year ended December 31, 2012.

Name	Option-based awards–Value vested during theyear(1)(C$)	Share-based awards–Value vested during theyear(2)	Non-equity incentive plancompensation–Value earnedduring the year(3)
Don Halliday	Nil	N/A	N/A
Doris Meyers	Nil	N/A	N/A

(2) The Company has not granted any share-based awards.
(3) The Company has not issued any non-equity incentive plan compensation.

PENSION PLAN BENEFITS

No pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by the Company and none are proposed at this time.

TERMINATION AND CHANGE OF CONTROL BENEFITS

There are no compensatory plans, contracts or arrangements that provide payments to a Named Executive Officer at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in a Named Executive Officer's responsibilities, except for the following:

On April 1, 2005, the Company entered into a Consulting Agreement with Doris Meyer and her wholly owned company, Golden Oak Corporate Services Ltd. ("Golden Oak"). Golden Oak provides accounting, financial reporting, corporate and regulatory compliance services at an annual fee of C$66,000 plus applicable taxes and, unless terminated, the agreement will be renewed annually. The agreement may be terminated by either party on 90 days' notice. The agreement was terminated on April 29, 2013 and Ms. Meyer was paid C$0 in severance payments.

On January 13, 2011, Crescent entered into a consulting agreement the ("Halliday Agreement") with Don Halliday ("Halliday") through his company 524124 B.C. Ltd. The base fee amount under the Halliday Agreement was to be reviewed annually by the Board. Effective January 13, 2011 the annual fee was set at $120,000. Mr. Halliday terminated all executive duties with the Company on the June 30, 2013 and was paid C$0 in severance payments.

On November 30, 2011 an agreement was entered into with Mr. Anthony Goddard to provide services to Coventry pursuant to a consultancy agreement made between Coventry, Mount Remarkable Holdings Pty Ltd. (trading as Intellex Geoscience) ("Mt Remarkable Holdings"), a company controlled by Mr. Goddard, and Mr. Goddard as the nominated person (the "Goddard Agreement"). The Goddard Agreement has a term of two years commencing on October 28, 2011. Pursuant to the Goddard Agreement, Mt Remarkable Holdings was engaged to provide consulting services, such services to be performed by Mr. Goddard and Mr. Goddard was to be appointed as "executive director" of Coventry. In connection for services provided by Mt Holdings and Mr. Goddard, Coventry agreed to pay Mt Holdings a consulting fee of A$15,833.33 per month and to pay Mr. Goddard a director fee of A$6,000.

The Goddard Agreement could be terminated for any other reason by the Company upon one month's notice to Mt Remarkable Holdings and payment to Mt Remarkable Holdings of A$104,166.65 (equal to the directors fee and consulting fee that would have otherwise been payable to Mr. Goddard and Mt Remarkable Holdings over a five month period) or without notice upon payment of A$124,999.98 (equal to the directors' fee and consulting fee for six months). Mr. Goddard terminated all executive duties with the Company on the 31st of July and was paid C$0 in severance payments.

On May 18, 2012, an agreement was entered into with Mr. Michael Naylor the Managing Director and Chief Executive Officer of the Company pursuant to an executive agreement between Mr. Naylor and the Company made (the "Naylor Agreement"). The Naylor Agreement has a term of three years commencing July 2, 2012 and provides that Mr. Naylor will be paid C$300,000 per annum for his services. Mr. Naylor resigned on April 26, 2013 and was paid net C$52,200 in severance payments.

DIRECTOR COMPENSATION

During the financial year ended June 30, 2013 the Company had six (6) Directors who were not Named Executive Officers. The following table sets forth all compensation paid to Directors of the Company who were not NEO's during the financial year ended June 30, 2013:

Name	FeesEarned(C$)	Share-basedAwards(C$)	Option-BasedAwards(C$)(1)	Non-equityincentive plancompensation(C$)	Pension value(C$)	All othercompensation(C$)	Total (C$)
Anthony Goddard(2)	Nil	Nil	Nil	Nil	Nil	85,086	85,086
Michael Haynes(2)	Nil	Nil	Nil	Nil	Nil	10,310	10,310
Robert Boaz(3)	3,750	Nil	Nil	Nil	Nil	Nil	3,750
Eric Edwards	3,750	Nil	Nil	Nil	Nil	Nil	3,750
Michael Hopley(2)	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Ian MacLean(2)	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Summary Compensation Table

(1) This amount represents the theoretical fair value, on the date of grant, of stock options granted under the Stock Option Plan during the financial year. There was no cash compensation paid to any of the Named Executive Officers disclosed in the above table in connection with "option-based awards". The grant date fair value has been calculated using the Black Scholes Merton model according to Section 3870 of the CICA Handbook and will be recognized over the vesting term of the option. The key assumptions and estimates used for the calculation of the grant date fair value under this model include the risk-free, expected stock price volatility, expected life and expected dividend yield. See the notes to the Company's financial statements for the year ended June 30, 2013 for further details.

(2) On January 8, 2013, Anthony Goddard and Michael Haynes were appointed as directors of the Company and Michael Hopley and Ian MacLean resigned as directors of the Company.

(3) Robert Boaz was appointed as a director of the Company on January 23, 2013.

During the financial year ended December 31, 2012 the Company had three (3) Directors who were not Named Executive Officer. The following table sets forth all compensation paid to Directors of the Company who were not NEO's during the financial year ended December 31, 2012:

Name	FeesEarned(C$)	Share-basedAwards(C$)	Option-BasedAwards(C$)(1)	Non-equityincentive plancompensation(C$)	Pension value(C$)	All othercompensation(C$)	Total (C$)
Eric Edwards	9000	Nil	Nil	Nil	Nil	Nil	9000
Michael Hopley	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Ian MacLean	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Summary Compensation Table

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information concerning all share-based and option-based awards granted to the Directors of the Company who were not NEOs and which were outstanding at June 30, 2013:

		Option-based Awards	Share-based Awards(2)
Name	Number of securitiesunderlyingunexercised options(#)	Optionexercise price(C$)	Optionexpiration date	Value ofunexercisedin-the-moneyoptions(1)(C$)	Number ofshares or unitsof shares thathave notvested(#)	Market orpayout value ofshare-basedawards that havenot vested(C$)	Market orpayout valueof vestedshare-basedawards notpaid out ordistributed(C$)
Anthony Goddard	628,250	1.07	1/12/16	N/A	N/A	N/A	N/A
Michael Haynes	628,250	1.07	1/12/16	N/A	N/A	N/A	N/A
Robert Boaz	N/A	N/A	N/A	N/A	N/A	N/A	N/A
	5,000	5.00	16/10/14	N/A	N/A	N/A	N/A
Eric Edwards	2,500	4.00	7/01/15	N/A	N/A	N/A	N/A
	15,000	1.85	31/01/16	N/A	N/A	N/A	N/A
	3,750	5.00	10/09/14	N/A	N/A	N/A	N/A
Michael Hopley	5,000	4.00	7/01/15	N/A	N/A	N/A	N/A
	30,000	1.85	31/01/16	N/A	N/A	N/A	N/A
	2,500	4.00	7/01/15	N/A	N/A	N/A	N/A
Ian MacLean	15,000	1.85	31/01/16	N/A	N/A	N/A	N/A

(2) The Company has not granted any share-based awards.

The following table sets forth information concerning all share-based and option-based awards granted to the Directors of the Company who were not NEOs and which were outstanding at December 31, 2012:

		Option-based Awards	Share-based Awards(2)
Name	Number of securitiesunderlyingunexercised options(#)	Optionexercise price(C$)	Optionexpiration date	Value ofunexercisedin-the-moneyoptions(1)(C$)	Number ofshares or unitsof shares thathave notvested(#)	Market orpayout value ofshare-basedawards that havenot vested(C$)	Market orpayout valueof vestedshare-basedawards notpaid out ordistributed(C$)
	25,000	1.00	16/10/14	N/A	N/A	N/A	N/A
Eric Edwards	12,500	0.80	7/01/15	N/A	N/A	N/A	N/A
	75,000	0.37	31/01/16	N/A	N/A	N/A	N/A
	18,750	1.00	10/09/14	N/A	N/A	N/A	N/A
Michael Hopley	25,000	0.80	7/01/15	N/A	N/A	N/A	N/A
	150,000	0.37	31/01/16	N/A	N/A	N/A	N/A
	12,500	0.80	7/01/15	N/A	N/A	N/A	N/A
Ian MacLean	75,000	0.37	31/01/16	N/A	N/A	N/A	N/A

(1) Based on the difference between the exercise price of the options and the closing price of the Company's Common Shares on the TSX Venture Exchange on the last trading day prior to December 31, 2012 of $0.04. If the option was not-in-the-money then a N/A has been assigned.

(2) The Company has not granted any share-based awards.

Incentive Plan Awards – Value Vested or Earned During the Year

An aggregate of 3,000,000 stock options vested to the Directors of the Company who are not Named Executive Officers of the Company, during the year ended June 30, 2013. The following table summarizes the value of options vested or earned during the year ended June 30, 2013 for each of the Directors who are not Named Executive Officers of the Company.

Name	Option-based awards–Value vested during theyear(1)(C$)	Share-based awards–Value vested during theyear(2)	Non-equity incentive plancompensation–Value earnedduring the year(3)
Anthony Goddard	N/A	N/A	N/A
Michael Haynes	N/A	N/A	N/A
Robert Boaz	N/A	N/A	N/A
Eric Edwards	N/A	N/A	N/A
Michael Hopley	N/A	N/A	N/A
Ian MacLean	N/A	N/A	N/A

(2) The Company has not granted any share-based awards.

(3) The Company has not issued any non-equity incentive plan compensation.

An aggregate of 0 stock options vested to the Directors of the Company who are not Named Executive Officers of the Company, during the year ended December 31, 2012. The following table summarizes the value of options vested or earned during the year ended December 31, 2012 for each of the Directors who are not Named Executive Officers of the Company.

Name	Option-based awards–Value vested during theyear(1)(C$)	Share-based awards–Value vested during theyear(2)	Non-equity incentive plancompensation–Value earnedduring the year(3)
Eric Edwards	N/A	N/A	N/A
Michael Hopley	N/A	N/A	N/A
Ian MacLean	N/A	N/A	N/A

(2) The Company has not granted any share-based awards.
(3) The Company has not issued any non-equity incentive plan compensation.

MANAGEMENT CONTRACTS

Neither the management functions of the Company nor any of its subsidiaries are, to any substantial degree, performed by a person other than the directors or executive officers of the Company.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION

The following table set forth information with respect to all compensation plans under which equity securities are authorized for issuance as of June 30, 2013:

Equity Compensation Plan Information

	Number of securities to beissued upon exercise ofoutstanding options,warrants and rights	Weighted-average exerciseprice of outstanding options,warrants and rights	Number of securities remainingavailable for future issuanceunder equity compensationplans (excluding securitiesreflected in column (a))(1)
Plan Category	(a)	(b)	(c)
Equity compensation plansapproved by security holders	3,684,244 Options	C$0.94	5,413,205
Equity compensation plans notapproved by security holders	N/A	N/A	N/A
TOTAL	3,684,244 Options	C$0.94	5,413,205

(1) The number available for granting is based on the difference between the number of options available for issuance under the Stock Option Plan at June 30, 2013 of 9,097,449 less outstanding stock options 3,684,244.

(2) The Company's Stock Option Plan reserves, for issuance pursuant to stock options, a maximum number of Common Shares as is equal to 10% of the outstanding Common Shares from time to time.

The following table sets forth information with respect to all compensation plans under which equity securities are authorized for issuance as of December 31, 2012:

Equity Compensation Plan Information

	Number of securities to beissued upon exercise ofoutstanding options,warrants and rights	Weighted-average exerciseprice of outstanding options,warrants and rights	Number of securities remainingavailable for future issuanceunder equity compensationplans (excluding securitiesreflected in column (a))(1)
Plan Category	(a)	(b)	(c)
Equity compensation plansapproved by security holders	1,782,500	$0.69	1,386,687
Equity compensation plans notapproved by security holders	N/A	N/A	N/A
TOTAL	1,782,500	$0.69	1,386,687

(1) The number available for granting is based on the difference between the number of options available for issuance under the Stock Option Plan at December 31, 2012 (3,169,187) less outstanding stock options (1,782,500).

(2) The Company's Stock Option Plan reserves, for issuance pursuant to stock options, a maximum number of Common Shares as is equal to 10% of the outstanding Common Shares from time to time.

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

Other than "routine indebtedness" as defined in applicable securities legislation, since January 1, 2012, none of the executive officers, directors or employees or any former executive officers, directors or employees of the Company or any proposed nominee for election as a director of the Company or any of their respective associates is or has been indebted to the Company or has been indebted to any other entity where that indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed herein, none of:

(a) the directors or senior officers of the Company at any time since January 1, 2012;
(b) the proposed nominees for election as a Director of the Company; or
(c) any associate or affiliate of the foregoing persons,

has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted upon at the Meeting exclusive of the election of directors or the appointment of auditors.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For purposes of the following discussion, "Informed Person" means (a) a Director or Executive Officer of the Company; (b) a Director or Executive Officer of a person or company that is itself an Informed Person or a subsidiary of the Company; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Company, other than the voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Company itself if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

Except as disclosed below, elsewhere herein or in the Notes to the Company's financial statements for the financial year ended June 30, 2013 and December 31, 2012, none of:

(a) the Informed Persons of the Company;
(b) the proposed nominees for election as a Director of the Company; or

has any material interest, direct or indirect, in any transaction since January 1, 2012 or in a proposed transaction which has materially affected or would materially affect the Company.

FINANCIAL STATEMENTS

The audited financial statements of the Company for the periods ended June 30, 2013 and December 31, 2012 (the "Financial Statements"), together with the Auditor's Report thereon, will be presented to Shareholders at the Meeting. The Financial Statements, the Auditor's Report thereon together with Management Discussion and Analysis ("MD&A") for the financial years ended June 30, 2013 and December 31, 2012 are available on SEDAR at www.sedar.com. The Notice of Annual General & Special Meeting of Shareholders, Information Circular, Request for Financial Statements (NI 51-102) and form of Proxy will be available from the Company's Registrar and Transfer Agent, Computershare Investor Services Inc., 510 Burrard Street, 2nd floor, Vancouver, British Columbia, V6C 3B9, or from the Company's head office located at Suite 450 – 800 West Pender Street, Vancouver, British Columbia, V6C 2V6.

REQUEST FOR FINANCIAL STATEMENTS

National Instrument 51-102 "Continuous Disclosure Obligations" sets out the procedures for a shareholder to receive financial statements. If you wish to receive financial statements, you may use the enclosed form or provide instructions in any other written format. Registered shareholders must also provide written instructions in order to receive the financial statements.

FIXING THE NUMBER OF DIRECTORS AND ELECTION OF DIRECTORS

The persons named in the enclosed Instrument of Proxy intend to vote in favour of fixing the number of Directors at seven (7). Although Management is nominating seven (7) individuals to stand for election, the names of further nominees for Directors may come from the floor at the Meeting.

Each Director of the Company is elected annually and holds office until the next Annual General Meeting of Shareholders unless his successor is duly elected or until his resignation as a Director.

In the absence of instructions to the contrary, the shares represented by Proxy will be voted for the nominees herein listed. Management does not contemplate that any of the nominees will be unable to serve as a Director.

INFORMATION CONCERNING NOMINEES SUBMITTED BY MANAGEMENT

The following table sets out the names of the persons proposed to be nominated by Management for election as a Director, the province or state and country in which each of them is ordinarily resident, the positions and offices which each presently holds with the Company, the period of time for which each of them has been a Director of the Company, the respective principal occupations or employment during the past five years if such nominee is not presently an elected Director and the number of Common Shares of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Information Circular. The seven nominees are all currently Directors of the Company.

The nominees for the office of Director and information concerning them as furnished by the individual nominees are as follows:

Name, Province andCountry of OrdinaryResidence and PositionsHeld with the Company	Principal Occupation(1)	Date FirstBecame aDirector	No. of Shares Beneficially Owned orControlled, Directly or Indirectly(1)
Steven ChadwickCity Beach, WA, AustraliaInterim President andChief Executive Officer,Director	Principal of Spectrum MetallurgicalConsultants Pty Ltd. since May 1995.	January, 2013	Directly125,650 C$0.50 unlisted options expiry17 June 2015Indirect

Name, Province andCountry of OrdinaryResidence and PositionsHeld with the Company	Principal Occupation(1)	Date FirstBecame aDirector	No. of Shares Beneficially Owned orControlled, Directly or Indirectly(1)
			Spectrum Metallurgical Consultants PtyLtd : 341,267Coventry CDIs
Anthony GoddardMount Lawley, WA,AustraliaVice President,Exploration and Director	Geologist;TechnicalDirectorofCoventrysinceSeptember2008;Regional Geologist of Barrick GoldCorporation from August 2004 toAugust 2008.	January, 2013	Directly12,565 Coventry CDIsIndirectKaren Jennifer Pittard (Directors Spouse):1,057,645 Coventry CDIsKaren Jennifer Pittard <whitehavenMansions Trust> (Karen Pittard is thepotential beneficiary and controller):259,158 Coventry CDIsMount Remarkable Holdings Pty Ltd 628,250C$1.07 unlisted options expiry 1December 2016</whitehaven
Don HallidayWest Vancouver, BCVice President, InvestorRelations and Director	President and Chief Executive Officerof Crescent (until the ImplementationDate). Mr. Halliday has over 18 yearsof experience in investor relations andcorporate development and brings avery strong background in shareholdercommunications and fund raising. Hehas played a key role as ExecutiveVice President in the growth ofSunridge Gold Corp. and, prior to that,Nevsun Resources Ltd.	April 2000	Directly673,000 Common Shares3,750 C$5.00 unlisted options expiry 10September 20145,000 C$4.00 unlisted options expiry 7January 201560,000 C$1.85 unlisted options expiry 31January 2016IndirectAmanda Halliday (Directors Spouse):2,043,378 Common Shares524124 BC Ltd (private company ownedand controlled by Director): 31,897Common Shares
Eric Edwards(2)Vancouver, BCNon-Executive Chairmanand Director	President and Chief Executive Officerof Lupaka Gold Corp since January2011; Director of Sunridge Gold Corp;ChiefFinancialOfficerofAndeanResources Limited from July 2010 toDecember 2010; Chief Financial OfficerInternational Mineral Corporation June2007 to June 2010.	October 2009	Directly100,000 Common Shares5,000 C$5.00 unlisted options expiry 16October 20142,500 C$4.00 unlisted options expiry 7January 201515,000 C$1.85 unlisted options expiry 31January 2016

Name, Province andCountry of OrdinaryResidence and PositionsHeld with the Company	Principal Occupation(1)	Date FirstBecame aDirector	No. of Shares Beneficially Owned orControlled, Directly or Indirectly(1)
Michael Haynes(2)City Beach, WA, AustraliaNon-Executive Director	Geologist/geophysicist. Employed byBullseye Geoservices Pty Ltd. since2000 to provide consulting services tocompanies in the resource sector;ChairmanofOverlandResourcesLimited since May 2005 and Directorof Coventry since October 2009.	October 2009	Directly628,250 C$1.07 unlisted options expiry 1December 2016IndirectBullseye Geoservices Pty Ltd <haynesFamily A/C>: 1,048,930 Coventry CDIsMr MJA & Mrs MM Haynes <m &="" m<br="">Haynes Super Fund A/C>:129,419Coventry CDIs</haynes
Robert Boaz (2)Mississuaga Ontario,CanadaNon-Executive Director	Mr. Boaz is currently the President,Chief Executive Officer and Director ofAura Silver Resources Inc.; Chairman ofthe Board of Southern Andes EnergyInc. (formerly Solex Resources Corp)and Director of Renaissance Gold Inc.which he serves on the Compensationand Audit Committees.	January, 2013	Nil
Nicholas DayCrawley, WA, AustraliaChief Financial Officer	Director and CFO of Coventry sinceApril 2013; Company Secretary ofCoventry since June 22, 2010; andCompany Secretary and CorporateFinancial Consultant of ParingaResources Limited since May 2012.	April, 2013	Directly73,956 Coventry CDIs50,260 C$0.83 unlisted options expiry 8August 2014

(1) The information as to the province and country of residence, principal occupation and shares beneficially owned or over which a director exercises control or direction, not being within the knowledge of the Company, has been furnished by the respective directors individually as of September 24, 2013, being the Record Date of this information circular.

(2) Member of the Company's Audit Committee.

The Company does not currently have an Executive Committee of its Board of Directors. The Company has no arrangement, standard or otherwise, pursuant to which Directors are compensated by the Company for their services in their capacity as Directors, or for committee participation, or involvement in special assignments during the most recently completed financial year or subsequently up to and including the date of this Information Circular, except that Directors are compensated for their actual expenses incurred in pursuance of their duties as Directors, certain Directors may be compensated for services rendered as consultants or experts, and Directors may be granted stock options.

CEASE TRADE ORDERS, CORPORATE AND PERSONAL BANKRUPTCIES, PENALTIES AND SANCTIONS

No proposed director (including any personal holding company of a proposed director):

(1) is, as at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:
- (a) was the subject of a cease trade order (including a management cease trade order which applies to directors or executive officers), an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days (collectively an "order"), that was issued while such person was acting in the capacity as director, chief executive officer or chief financial officer;
- (b) was subject to an order that was issued after such person ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer;
(2) is, as at the date of this Information Circular, or has been within 10 years before the date of the Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;
(3) has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or
(4) has been subject to:
- (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority since December 31, 2000 or before December 31, 2000 the disclosure of which would likely be important to a reasonable security holder in deciding whether to vote for a proposed director; or
- (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

AUDIT COMMITTEE DISCLOSURE

The Audit Committee Charter and the disclosure required by Form 52-110F2 are attached hereto as Schedule "A". The Audit Committee monitors the integrity of internal controls and monitors the business conduct of the Company. The committee reviews matters on a quarterly basis, relating to the financial position of the Company in order to provide reasonable assurances that the Company is in compliance with applicable laws and regulations, is conducting its affairs ethically and that effective internal controls and information systems are maintained.

CORPORATE GOVERNANCE

The information required to be disclosed by National Instrument 58-101 Disclosure of Corporate Governance Practices is attached to this information circular as Schedule "B".

APPOINTMENT AND REMUNERATION OF AUDITORS

Effective January 8, 2013, Davidson and Company LLP Chartered Accountants resigned as Auditors of the Company and Ernst & Young LLP were appointed to such position. Shareholders will be asked to approve the re-appointment of Ernst & Young, Chartered Accountants of Ernst & Young Tower, 222 Bay Street, P. O. Box 251, Toronto, ON M5K 1J7 Canada as the Auditors for the Company, to hold office until the next Annual General Meeting of the shareholders at a remuneration to be fixed by the Board of Directors. Management recommends the appointment, and the persons named in the enclosed form of Proxy intend to vote in favour of such appointment.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Re-Approval of Rolling Stock Option Plan

At last year's annual general meeting, the Company proposed and its Shareholders re-approved the Company's stock option plan dated 26 June 2003, amended on 17 June 2004 and 31 December 2010 (the "Option Plan") which is a "rolling" stock option plan. Under the policies of the TSX Venture Exchange (the "Exchange"), a rolling stock option plan must be re-approved on a yearly basis by shareholders. Accordingly, Shareholders will be asked to pass an ordinary resolution re-approving the Company's Option Plan. Some of the key provisions of the Option Plan are as follows:

(a) the Option Plan reserves, for issue pursuant to stock options, a maximum number of Common Shares equal to 10% of the outstanding Common Shares of the Company from time to time, with no mandatory vesting provisions (apart from options granted to Consultants performing Investor Relations Activities see (e) below);
(b) the number of Common Shares reserved for issue to any one person in any 12 month period under the Option Plan may not exceed 5% of the outstanding Common Shares at the time of grant without Disinterested Shareholder Approval (as defined in Policy 4.4 of the Exchange);
(c) the number of Common Shares reserved for issue to any Consultant in any 12 month period under the Option Plan may not exceed 2% of the outstanding Common Shares at the time of grant;
(d) the aggregate number of Common Shares reserved for issue to any person employed to provide Investor Relations Activities in any 12 month period under the Option Plan may not exceed 2% of the outstanding Common Shares at the time of grant;
(e) options granted to Consultants performing Investor Relations Activities shall vest over a minimum of 12 months with no more than 1/4 of such Options vesting in any 3 month period;
(f) the exercise price per Common Share for a stock option may not be less than the Market Price of the Common Shares at the time of the grant;
(g) stock options may have a term not exceeding ten years;
(h) stock options (other than options held by a person involved in investor relations activities) will cease to be exercisable 90 days after the optionee ceases to be a Director (which term includes a senior officer), Employee, Consultant, Eligible Charitable Organization or Management Company Employee otherwise than by death, or for a "reasonable period" after the optionee ceases to serve in such capacity, as determined by the board of directors of the Company. Stock options granted to persons involved in Investor Relations Activities will cease to be exercisable 30 days after the optionee ceases to serve in such capacity otherwise than by death, or for a "reasonable period" after the optionee ceases to serve in such capacity, as determined by the board of directors of the Company;
(i) stock options are non-assignable and non-transferable;
(j) the Option Plan contains provisions for adjustment in the number of Common Shares or other property issuable on exercise of a stock option in the event of a share consolidation, split, reclassification or other capital reorganization, or a stock dividend, amalgamation, merger or other relevant corporate transaction, or any other relevant change in or event affecting the Common Shares;
(k) upon the occurrence of an Accelerated Vesting Event (as defined in the Option Plan), the Board will have the power, at its sole discretion and without being required to obtain the approval of Shareholders or the holder of any stock option, to make

such changes to the terms of stock options as it considers fair and appropriate in the circumstances, including but not limited to: (a) accelerating the vesting of stock options, conditionally or unconditionally; (b) terminating every stock option if under the transaction giving rise to the Accelerated Vesting Event, options in replacement of the stock options are proposed to be granted to or exchanged with the holders of stock options, which replacement options treat the holders of stock options in a manner which the Board considers fair and appropriate in the circumstances having regard to the treatment of holders of Common Shares under such transaction; (c) otherwise modifying the terms of any stock option to assist the holder to tender into any take-over bid or other transaction constituting an Accelerated Vesting Event; or (d) following the successful completion of such Accelerated Vesting Event, terminating any stock option to the extent it has not been exercised prior to successful completion of the Accelerated Vesting Event. The determination of the Board in respect of any such Accelerated Vesting Event shall for the purposes of the Option Plan be final, conclusive and binding; and

(l) in connection with the exercise of an option, as a condition to such exercise, the Company shall require the optionee to pay to the Company an amount as necessary so as to ensure that the Company is in compliance with the applicable provisions of any federal, provincial or local laws relating to the withholding of tax or other required deductions relating to the exercise of such option.

"Consultant", "Director", "Employee", "Investor Relations Activities", "Management Company Employee", "Market Price" and "Eligible Charitable Organization" all have the same definition as in the policies of the Exchange.

Pursuant to the Board's authority to govern the implementation and administration of the Option Plan, all previously granted and outstanding stock options shall be governed by the provisions of the Option Plan.

The text of the resolution to be passed is as follows. In order to be passed, a majority of the votes cast at the Meeting in person or by proxy must be voted in favour of the resolution.

"RESOLVED THAT the Company's stock option plan dated 26 June 2003, amended on 17 June 2004 and 31 December 2010 be and is hereby confirmed and re-approved with such additional provisions and amendments, provided that such are not inconsistent with the policies of the TSX Venture Exchange, as the directors of the Company may deem necessary or advisable."

Management recommends, and the persons named in the enclosed form of proxy intend to vote in favour of, the re-approval of the Option Plan.

RE-ELECTION OF DIRECTOR

To consider and, if thought fit, to pass, with or without amendment, the following resolutions as ordinary resolutions:

"That, for the purpose of clause 14.1 of the constitution, ASX Listing Rule 14.4 and for all other purposes, Steven Chadwick, a director, retires by rotation, and being eligible, is re-elected as a director."

"That, for the purpose of clause 14.1 of the constitution, ASX Listing Rule 14.4 and for all other purposes, Tony Goddard, a director, retires by rotation, and being eligible, is re-elected as a director."

"That, for the purpose of clause 14.1 of the constitution, ASX Listing Rule 14.4 and for all other purposes, Don Halliday, a director, retires by rotation, and being eligible, is re-elected as a director."

"That, for the purpose of clause 14.1 of the constitution, ASX Listing Rule 14.4 and for all other purposes, Nick Day, a director, retires by rotation, and being eligible, is re-elected as a director."

"That, for the purpose of clause 14.1 of the constitution, ASX Listing Rule 14.4 and for all other purposes, Eric Edwards, a director, retires by rotation, and being eligible, is re-elected as a director."

"That, for the purpose of clause 14.1 of the constitution, ASX Listing Rule 14.4 and for all other purposes, Mike Haynes, a director, retires by rotation, and being eligible, is re-elected as a director."

"That, for the purpose of clause 14.1 of the constitution, ASX Listing Rule 14.4 and for all other purposes, Robert Boaz, a director, retires by rotation, and being eligible, is re-elected as a director."

ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third annual general meeting following the director's appointment or 3 years, whichever is the longer.

Clause 14.1 of the company's constitution provides that each director must retire at each annual general meeting of the company, and is eligible for re-election as a director.

The Company currently has 7 directors who each retire and seek re-election.

APPROVAL UNDER LISTING RULE 7.1A

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of equity securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out below."

Voting Exclusion: The Company will disregard any votes cast on this resolution by any person who may participate in the issue of equity securities under this resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed and any associates of those persons. However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

General

ASX Listing Rule 7.1A provides that an eligible entity may seek shareholder approval at its annual general meeting to allow it to issue equity securities up to 10% of its issued capital ("10% placement capacity").

The Company is an eligible entity.

If Shareholders approve this resolution, the number of equity securities the eligible entity may issue under the 10% placement capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2.

The effect of this resolution will be to allow the company to issue equity securities up to 10% of the Company's fully paid Common Shares on issue under the 10% placement capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company's 15% annual placement capacity granted under ASX Listing Rule 7.1.

This resolution is a special resolution. Accordingly, at least two-thirds of votes cast by shareholders present and eligible to vote at the Meeting must be in favour of this resolution for it to be passed.

ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an eligible entity to seek shareholder approval at its annual general meeting to issue equity securities in addition to those under the eligible entity's 15% annual placement capacity.

An eligible entity is one that, as at the date of the relevant annual general meeting:

(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000 or less.

The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of approximately $7,277,600.

Any equity securities issued must be in the same class as an existing class of quoted equity securities. The Company currently has 1 class of equity securities on issue, being the Company's Common Shares which are represented on the ASX as CDIs (ASX Code: CYY).

The exact number of equity securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

A is the number of Common Shares on issue 12 months before the date of issue or agreement:
- (i) plus the number of Common Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;
- (ii) plus the number of partly paid Common Shares that became fully paid in the previous 12 months;
- (iii) plus the number of Common Shares issued in the previous 12 months with approval of holders of Common Shares under ASX Listing Rules 7.1 and 7.4. This does not include an issue of fully paid Common Shares under the entity's 15% placement capacity without shareholder approval; and
- (iv) less the number of Common Shares cancelled in the previous 12 months.
D is 10%.
E is the number of equity securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Common Shares under ASX Listing Rule 7.1 or 7.4.

Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this resolution:

(b) Minimum Price

The minimum price at which the equity securities may be issued is 75% of the volume weighted average price of equity securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the equity securities are to be issued is agreed; or
(ii) if the equity securities are not issued within 5 ASX trading days of the date set out below, the date on which the equity securities are issued.

(c) Date of Issue

The equity securities may be issued under the 10% placement capacity commencing on the date of the meeting and expiring on the first to occur of the following:

(i) 12 months after the date of this meeting; and
(ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company's activities) or 11.2 (disposal of the Company's main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid),

(10% placement capacity period).

(d) Risk of voting dilution

Any issue of equity securities under the 10% placement capacity will dilute the interests of Shareholders who do not receive any Common Shares under the issue.

If this resolution is approved by Shareholders and the Company issues the maximum number of equity securities available under the 10% placement capacity, the economic and voting dilution of existing Common Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Common Shares and the current number of equity securities on issue as at the date of this Information Circular.

The table also shows the voting dilution impact where the number of Common Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Common Shares issued under the 10% placement capacity.

Number ofshares onIssue(Variable'A'in ASXListing Rule7.1A2)	Issue Price(per Share)	Dilution$0.045$0.089$0.17850% decrease inIssue Price100% increaseIssue Pricein Issue Price
140,656,019(Current	Shares issued- 10% votingdilution	14,065,602Shares	14,065,602Shares	14,065,602Shares
Variable A)	Funds raised	$625,919.28	$1,251,838.57	$2,503,677.14
210,984,029(50%	Shares issued- 10% votingdilution	21,098,403Shares	21,098,403Shares	21,098,403Shares
increase inVariable A)	Funds raised	$938,878.93	$1,877,757.85	$3,755,515.71

Number ofshares onIssue(Variable'A'in ASXListing Rule7.1A2)	Issue Price(per Share)	$0.04550% decrease inIssue Price	Dilution$0.089Issue Price	$0.178100% increasein Issue Price
281,312,038(100%	Shares issued- 10% votingdilution	28,131,204Shares	28,131,204Shares	28,131,204Shares
increase inVariable A)	Funds raised	$1,251,838.57	$2,503,677.14	$5,007,354.28

*The number of Common Shares on issue (Variable A in the formula) could increase as a result of the issue of Common Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. There are currently 140,656,019 Common Shares on issue.
1. The issue price set out above is the closing price of the Common Shares on the ASX on 5 September 2013.
1. The Company issues the maximum possible number of equity securities under the 10% placement capacity.
1. The Company has not issued any equity securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.
1. The issue of equity securities under the 10% placement capacity consists only of Common Shares. It is assumed that no options are exercised into Common Shares before the date of issue of the equity securities.
1. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
1. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.
1. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
1. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% placement capacity, based on that Shareholder's holding at the date of the Meeting.

Shareholders should note that there is a risk that:

(a) the market price for the Company's Common Shares may be significantly lower on the issue date than on the date of the Meeting; and
(b) the Common Shares may be issued at a price that is at a discount to the market price for those shares on the date of issue.

(c) Purpose of Issue under 10% Placement Capacity

The Company may issue equity securities under the 10% Placement Capacity for the following purposes:

(a) as cash consideration in which case the Company intends to use funds raised for the acquisition of new resources, assets and investments (including expenses associated with such an acquisition), continued exploration expenditure on the company's current assets and Cameron Gold Project (funds would then be used for project feasibility studies and ongoing project administration), and general working capital; or
(b) as non-cash consideration for the acquisition of new resources assets and investments including previously announced acquisitions, in such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any equity securities.

(e) Allocation policy under the 10% Placement Capacity

The Company's allocation policy for the issue of equity securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s).

The recipients of the equity securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of equity securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).

Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the recipients under the 10% placement capacity will be vendors of the new resources, assets or investments.

(f) Previous Approval under ASX Listing Rule 7.1A

The Company has not previously obtained approval under ASX Listing Rule 7.1A.

(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues equity securities pursuant to the 10% placement capacity, it will give to ASX:

(i) a list of the recipients of the equity securities and the number of equity securities issued to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and
(ii) the information required by Listing Rule 3.10.5A for release to the market.

APPROVAL TO ISSUE OPTIONS TO DIRECTORS

To consider and, if thought fit, to pass, with or without amendment, the following resolutions as ordinary resolutions:

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 700,000 options to Steven Chadwick (and his nominee) on the terms and conditions set out below."

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 500,000 options to Nick Day (and his nominee) on the terms and conditions set out below."

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 350,000 options to Tony Goddard (and his nominee) on the terms and conditions set out below."

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 350,000 options to Don Halliday (and his nominee) on the terms and conditions set out below."

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 350,000 options to Eric Edwards (and his nominee) on the terms and conditions set out below."

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 350,000 options to Mike Haynes (and his nominee) on the terms and conditions set out below."

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 350,000 options to Robert Boaz (and his nominee) on the terms and conditions set out below."

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by any person who will be issued options (and their nominees) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

General

The Company has agreed, subject to obtaining Shareholder approval, to issue options to its directors (or their nominees) in the manner set out below:

(a) Mr Steven Chadwick 700,000 options;
(b) Mr Nick Day 500,000 options;
(c) Mr Tony Goddard 350,000 options;
(d) Mr Don Halliday 350,000 options;
(e) Mr Eric Edwards 350,000 options;
(f) Mr Mike Haynes 350,000 options; and
(g) Mr Robert Boaz 350,000 options,

("director options").

ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires Shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX's opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the grant of the director options involves the issue of securities to a related party of the Company (being directors of the Company), Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the issue of the director options:

(a) the director options will be granted to Messrs Steven Chadwick, Nick Day, Tony Goddard, Don Halliday, Eric Edwards, Mike Haynes and Robert Boaz (or their nominees) ("related parties");
(b) the number of director options to be issued is 2,950,000 (assuming that all of the director options are issued);
(c) the director options will be granted no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the director options will occur on the same date;
(d) the director options will be issued for nil cash consideration, accordingly no funds will be raised; and
(e) the terms and conditions of the director options are set out below.

Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of the director options as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of director options to the related parties will not be included in the use of the Company's 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

Terms and conditions of director options

(a) Entitlement

Each director option entitles the holder to subscribe for one Common Share upon exercise of the director option.

(b) Exercise Price

Subject to paragraph (m), the amount payable upon exercise of each director option will be set on the date of issue of the director options at a price which is a 20% premium to the closing price of the Company's shares on the TSX-V on the date of issue of the director options. However, the exercise price will not be less than C$0.12 ("exercise price")

(c) Expiry Date

Each director option will expire at 5.00pm (WST) on the date which is 3 years after their date of grant ("expiry date"). A director option not exercised before the expiry date will automatically lapse on the expiry date.

(d) Vesting Conditions

The director options shall vest upon satisfaction of the following conditions:

(i) one third of the director options shall vest 6 months from their date of grant;
(ii) one third of the director options shall vest 12 months from their date of grant and;
(iii) one third of the director options shall vest 18 months from their date of grant,

("vesting conditions).

(e) Exercise Period

Upon satisfaction of the vesting conditions, the director options shall be exercisable at any time prior to the expiry date ("exercise period").

(f) Notice of Exercise

The director options may be exercised during the exercise period by notice in writing to the Company in the manner specified on the option certificate ("notice of exercise") and payment of the exercise price for each director option being exercised in Canadian currency by electronic funds transfer or other means of payment acceptable to the Company.

(g) Exercise Date

A notice of exercise is only effective on and from the later of the date of receipt of the notice of exercise and the date of receipt of the payment of the exercise price for each director option being exercised in cleared funds ("exercise date").

(h) Timing of issue of Shares on exercise

Within 15 business days after the later of the following:

(i) the exercise date; and
(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 business days after the exercise date, the Company will:

(iii) allot and issue the number of Common Shares required under these terms and conditions in respect of the number of director options specified in the notice of exercise and for which cleared funds have been received by the Company; and
(iv) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Common Shares (or CDIs representing the Common Shares) issued pursuant to the exercise of the director options.

(j) Shares issued on exercise

Common Shares issued on exercise of the director options rank equally with the then issued Common Shares of the company.

(k) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Common Shares (or CDIs representing the Common Shares) issued upon the exercise of the director options.

(l) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an optionholder are to be changed in a manner consistent with the ASX Listing Rules at the time of the reconstruction.

(m) Participation in new issues

There are no participation rights or entitlements inherent in the director options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the director options without exercising the director options.

(n) Change in exercise price

A director option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the director option can be exercised.

(o) Unquoted

The Company will not apply for quotation of the director options on ASX.

(p) Transferability

The director options are not transferable.

APPROVAL TO ISSUE OPTIONS TO OTHER SERVICE PROVIDERS

To consider and, if thought fit, to pass, with or without amendment, the following resolutions as ordinary resolutions:

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 400,000 options on the terms and conditions set out below."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Common Shares, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

General

This resolution seeks shareholder approval for the issue of 400,000 options in consideration for geological and financial consulting services provided by Messrs Nick Walker (200,000 options), David Cooper (100,000 options) and Ming Jang (100,000 options) ("service options").

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid Common Shares on issue at the commencement of that 12 month period.

The effect of this resolution will be to allow the Company to issue the service options during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issuance of the service options:

(a) the maximum number of service options to be issued is 400,000;
(b) the service options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the options will occur on the same date;
(c) the service options will be issued to Messrs Nick Walker, David Cooper and Ming Jang, who are not a related parties of the Company;
(d) the service options will be issued for nil cash consideration in satisfaction of geological and financial consulting services provided by Messrs Walker, Cooper and Jang;
(e) the service options will be issued on the terms and conditions set out below; and
(f) no funds will be raised from the issue of the service options as the service options are being issued in consideration for geological and financial consulting services provided by Messrs Walker, Cooper and Jang.

Terms and conditions of service options

(a) Entitlement

Each service option entitles the holder to subscribe for one Common Share upon exercise of the service option.

(b) Exercise Price

Subject to paragraph (n), the amount payable upon exercise of each service option will be set on the date of issue of the service options at a price which is a 20% premium to the closing price of the Company's shares on the TSX-V on the date of issue of the director options. However, the exercise price will not be less than C$0.12 ("exercise price")

(c) Expiry Date

Each service option will expire at 5.00pm (WST) on the date which is 3 years after their date of grant ("expiry date"). A service option not exercised before the expiry date will automatically lapse on the expiry date.

(d) Vesting Conditions

The service options shall vest upon satisfaction of the following conditions:

(i) one third of the service options shall vest 6 months from their date of grant;
(ii) one third of the service options shall vest 12 months from their date of grant and;
(iii) one third of the service options shall vest 18 months from their date of grant,

("vesting conditions).

(e) Exercise Period

Upon satisfaction of the vesting conditions, the service options shall be exercisable at any time prior to the expiry date ("exercise period").

(f) Notice of Exercise

The service options may be exercised during the exercise period by notice in writing to the Company in the manner specified on the option certificate ("notice of exercise") and payment of the exercise price for each service option being exercised in Canadian currency by electronic funds transfer or other means of payment acceptable to the Company.

(g) Exercise Date

A notice of exercise is only effective on and from the later of the date of receipt of the notice of exercise and the date of receipt of the payment of the exercise price for each service option being exercised in cleared funds ("exercise date").

(h) Timing of issue of Shares on exercise

Within 15 business days after the later of the following:

(i) the exercise date; and
(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 business days after the exercise date, the Company will:

(iii) allot and issue the number of Common Shares required under these terms and conditions in respect of the number of service options specified in the notice of exercise and for which cleared funds have been received by the Company; and
(iv) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Common Shares (or CDIs representing the Common Shares) issued pursuant to the exercise of the service options.

(i) Shares issued on exercise

Common Shares issued on exercise of the service options rank equally with the then issued Common Shares of the Company.

(j) Quotation of Shares issued on exercise

(k) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an optionholder are to be changed in a manner consistent with the ASX Listing Rules at the time of the reconstruction.

(l) Participation in new issues

There are no participation rights or entitlements inherent in the service options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the service options without exercising the service options.

(m) Change in exercise price

A service option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the service option can be exercised.

(n) Unquoted

The Company will not apply for quotation of the service options on ASX.

(o) Transferability

The service options are not transferable.

OTHER MATTERS

As of the date of this information circular, management knows of no other matters to be acted upon at this Meeting. However, should any other matters properly come before the Meeting, the shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the shares represented by the proxy.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com. Copies of the Company's Financial Statements and Management Discussion and Analysis may be obtained without charge upon request from the Company, at Suite Suite 504 – 602 West Hastings Street Vancouver, BCV6B 1P2 Tel: +1 604-632-9915and such documents will be sent by mail or electronically by email as may be specified at the time of the request.

DIRECTOR APPROVAL

The contents of this Information Circular and the sending thereof to the Shareholders of the Company have been approved by the Board of Directors.

DATED at Vancouver, British Columbia, this 24th day of September, 2013.

"Steven Chadwick"

Steven Chadwick Interim President, Chief Executive Officer and Director

SCHEDULE "A" COVENTRY RESOURCES INC.

FORM 52-110F2 AUDIT COMMITTEE DISCLOSURE

_____________________________________________________________________________________________

Audit Committee Mandate

The primary function of the Audit Committee (the "Committee") is to assist the Board of Directors in fulfilling its oversight responsibilities related to the quality and integrity of financial reporting, the system of internal control and management of financial risks, the audit process, the Company's process for monitoring compliance with laws and regulations and contractual obligations. To perform his or her role effectively, each committee member will obtain an understanding of the responsibilities of committee member ship as well as the Company's business operations and risks.

Authority

The Committee is empowered to make such enquiry and investigation and require such information and explanation from management as it considers reasonably necessary; and to require management to promptly inform the Committee and the auditor of any material misstatement or error in the financial statements following discovery of such situation. The Board authorizes the Committee, within the scope of its responsibilities, to obtain outside legal or professional advice and to ensure the attendance of officers at meetings as appropriate.

Composition and Procedures of the Audit Committee

The Committee shall consist of at least three (3) directors. Members of the Committee shall be appointed by the Board and may be removed by the Board in its discretion. While the Board may recommend a Chairman for the Committee, the Committee shall have the discretion to appoint the Chairman from amongst its members. The Committee shall establish procedures for quorum, notice and timing of meetings subject to the proviso that a quorum shall be no less than two (2) independent Committee members. Meetings shall be held no less regularly than once per quarter to review the interim unaudited and audited annual financial statements of the Company. At least two (2) members of the Committee shall be independent and the Board and the Committee shall endeavor to appoint a majority of independent directors to the Committee, who in the opinion of the Board would be free from a relationship which would interfere with the exercise of the Committee members' independent judgment. At least one (1) member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices applicable to the Company. For the purposes of this Charter, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements.

Specific duties and responsibilities of the Audit Committee

1. The Committee shall recommend to the Board:
- (a) the external auditors to be nominated for the purpose of preparing or issuing an auditors' report or performing other audit, review or attest services for the Company; and
- (b) the compensation of the external auditors.
1. The Committee shall be directly responsible for overseeing the work of the external auditors engaged for the purpose of preparing or issuing an auditors' report or performing other audit, review or attest services for the Company, including the resolution of disagreements between Management and the external auditors regarding financial reporting.
1. The Committee shall pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the Company's external auditors.
1. The Committee satisfies the pre-approval requirement in subsection (3) if:
- (a) the aggregate amount of all the non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the Company

and its subsidiary entities to the Company's external auditors during the financial year in which the services are provided;

(b) the Company or the subsidiary entity of the Company, as the case may be, did not recognize the services as non-audit services at the time of the engagement; and
(c) the services are promptly brought to the attention of the Committee and approved, prior to the completion of the audit, by the Committee or by one or more of its members to whom authority to grant such approvals has been delegated by the Committee.
1. (a) The Committee may delegate to one or more independent members the authority to pre-approve non-audit services in satisfaction of the requirement in subsection (3).
- (b) The pre-approval of non-audit services by any member to whom authority has been delegated pursuant to subsection (5)(a) must be presented to the Committee at its first scheduled meeting following such pre-approval.
1. The Committee satisfies the pre-approval requirement in subsection (3) if it adopts specific policies and procedures for the engagement of the non-audit services, if:
- (a) the pre-approval policies and procedures are detailed as to the particular service;
- (b) the Committee is informed of each non-audit service; and
- (c) the procedures do not include delegation of the Committee's responsibilities to Management.
1. The Committee shall review the Company's financial statements, management discussion and analysis and annual and interim earnings press releases before the Company publicly discloses this information.
1. The Committee must be satisfied that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements, other than the public disclosure referred to in subsection (7), and must periodically assess the adequacy of those procedures.
1. The Committee must establish procedures for:
- (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and
- (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
1. The Committee must review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.
1. The Committee shall have the authority:
- (a) to engage independent counsel and other advisors as it determines necessary to carry out its duties,
- (b) to set and pay the compensation for any advisors employed by the Committee; and
- (c) to communicate directly with the internal and external auditors.
1. The Committee shall review with Management and independent auditors the quality and the appropriateness of the Company's financial reporting and accounting policies, standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made.
1. The Committee shall review the clarity of the financial statement presentation with a view to ensuring that the financial statements provide meaningful and readily understandable information to shareholders and the investing public.
1. The Committee shall monitor the independence of the independent auditors and establish procedures for confirming annually the independence of the independent auditors and any relationships that may impact upon the objectivity and the independence of the external auditors.
1. The Committee shall review with Management and the external auditors the audit plan for the year-end financial statements prior to the commencement of the year-end audit.
1. The Committee shall review the appointments of the Company's Chief Financial Officer and any other key financial executives involved in the financial reporting process.
1. The Committee shall review with Management and the external auditors significant related party transactions and potential conflicts of interest.
1. The Committee shall review in consultation with the external auditors and Management the integrity of the Company's financial reporting process and internal controls.
1. The Committee shall meet with the external auditors in the absence of Management to discuss the audit process, any difficulties encountered, any restrictions on the scope of work or access to required information, any significant judgments made by Management and any disagreement among Management and the external auditors in the preparation of the financial statements and such other matters that may arise as a result of the audit or review by the external auditors.
1. The Committee shall conduct or authorize any review or investigation and consider any matters of the Company the Committee believes is within the scope of its responsibilities and shall establish procedures for such review or investigation as may be required.
1. The Committee shall minute the proceedings of all meetings.
1. The Committee shall make recommendations to the Board with respect to changes or improvements to financial or accounting practices, policies and principles and changes to this Charter.

The Audit Committee Charter was adopted by the Board at a meeting of the Board held on April 12, 2007.

SCHEDULE "B" COVENTRY RESOURCES INC. CORPORATE GOVERNANCE

_____________________________________________________________________________________________

Corporate Governance

The following is a summary of Company's approach to corporate governance as at the date of this Circular.

Board of Directors

The Company's corporate governance policies take into account characteristics specific to a junior exploration company. The Board is responsible for the general supervision of the management of the Company's business and affairs with the objective of enhancing shareholder value.

The Board fulfills its mandate at regularly scheduled meetings or as required. Frequency of meetings may be increased and the nature of the agenda items may be changed depending upon the state of the Company's affairs and in light of opportunities or risks which the Company faces. The directors are kept informed of the Company's operations at these meetings as well as through reports and discussions with management on matters within their particular areas of expertise.

The Board is currently comprised of seven directors: Steven Chadwick, Anthony Goddard, Don Halliday, Eric Edwards, Michael Haynes, Robert Boaz and Nicholas Day. Eric Edwards, Michael Haynes and Robert Boaz are considered to be independent. Stephen Chadwick, Anthony Goddard, Don Halliday and Nicholas Day are all executive officers of the Company and are not considered to be independent. In determining whether a director is independent, the Board chiefly considers whether the director has a relationship which could, or could be perceived to interfere with the director's ability to objectively assess the performance of management.

The Board is responsible for approving long-term strategic plans and annual operating plans and budgets recommended by management. Board consideration and approval is also required for material contracts and business transactions, and all debt and equity financing transactions.

The Board delegates to management responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on Company's business in the ordinary course, managing Company's cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory require me objectives, long-term strategic plans and annual operating plans.

Directorships

Certain of the directors of Company are also directors of other reporting issuers (or equivalent) in a jurisdiction or a foreign jurisdiction as follows:

Name of director	Other reporting issuer (or equivalent in a foreign jurisdiction)
Steven Chadwick
Anthony Goddard
Don Halliday
Eric H. Edwards	Santa Barbara Resources LimitedSunridge Gold Corp. andLupaka Gold Corp.
Michael Haynes	Overland Resources LimitedGenesis Minerals Limited andBlack Range Minerals Limited.
Robert Boaz	Aura Silver Resources Inc.Southern Andes Energy Inc. (formerly Solex Resources Corp) andRenaissance Gold Inc.
Nicholas Day

Orientation and Continuing Education

The Company has not yet developed an official orientation or training program for new directors. However, any new directors will have the opportunity to become familiar with Company by meeting with the other directors and with officers and employees. Orientation activities are tailored to the particular needs and experience of each director and the overall needs of the Board.

Ethical Business Conduct

The Board monitors the ethical conduct of Company and ensures that it complies with applicable legal and regulatory requirements, such as those of relevant securities commissions and stock exchanges. The Board has found that the fiduciary duties placed on individual directors by Company's governing corporate legislation and the common law, as well as the restrictions placed by applicable corporate legislation on the individual director's participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management, ethically and in the best interests of Company.

Nomination of Directors

The Board has not appointed a nominating committee because the Board fulfills these functions.

Compensation

The Board, as a whole, is responsible for determining all forms of compensation to be granted to the Chief Executive Officer of Company and the directors, and for reviewing the Chief Executive Officer's recommendations respecting compensation of the other senior executives of Company, to ensure such arrangements reflect the responsibilities and risks associated with each position. When determining the compensation of its executive officers, the Board considers the following issues: i) recruiting and retaining executives critical to the success of Company and the enhancement of shareholder value; ii) providing fair and competitive compensation; iii) balancing the interests of management and Company's shareholders; and iv) rewarding performance both on an individual basis and with respect to operations in general. In order to achieve these objectives, the compensation paid to Company's executive officers consists of a base salary and long-term incentive in the form of stock options.

Committees of the Board

The Board has appointed an Audit Committee and no other committees. The Audit Committee is comprised of: Eric H. Edwards, Chairman, Michael Haynes and Robert Boaz.. A description of the function of the Audit Committee can be found under the heading "Audit Committee" below.

Assessments

The Board assesses, from time to time, the effectiveness of the Board as a whole, the committees, if any, of the Board and the contribution of individual directors, including considering the appropriate size of the Board.

Audit Committee

The Audit Committee is ultimately responsible for the policies and practices relating to integrity of financial and regulatory reporting, as well as internal controls to achieve the objectives of: safeguarding of corporate assets; reliability of information; and compliance with policies and laws. The Board adopted an Audit Committee Charter mandating the role of the Audit Committee in supporting the Board in meeting its responsibilities to the shareholders as amended on April 12, 2007.

Audit Committee Members

The Company's Audit Committee is comprised of three directors: Eric H. Edwards, Chairman; Michael Haynes; and Robert Boaz. All committee members are considered "independent" (as that term is defined in applicable securities legislation).

Relevant Education and Experience

All of the Audit Committee members have the ability to read and understand financial statements that present a breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements. Eric Edwards, Chairman of the Audit Committee, has served as Chief Financial officer for a number of publicly traded mining companies over the past thirteen years. Mr. Edwards holds a Masters of Business Administration and a Bachelor of Science (honors) degree in Geology and serves as a director of the Northwest Mining Association. Michael Haynes and Robert Boaz have the industry experience necessary to understand and analyze financial statements of the level of complexity of the Company, as well as the understanding of internal controls and procedures necessary for financial reporting. Mr. Haynes has more than 19 years of experience in the mining industry dealing with the financials of listed reporting companies. Mr. Boaz Graduated with honours from McMaster University of Hamilton, Ontario with a Bachelor of Arts in Economics and has a Masters Degree in Economics from York University in Toronto. He is a highly respected financial and economic strategist in Canadian bond and equity markets with experience related to equity research, portfolio management, institutional sales and investment banking. Mr. Boaz has over 20 years of experience in the finance industry, more recently as Managing Director, Investment Banking with Raymond James Ltd and Vice-President, Head of Research and in-house portfolio strategist for Dundee Securities Corporation.

Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, the Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Pre-Approval Policies and Procedures for Non-Audit Services

Company's Audit Committee Charter requires that management seek approval from the Audit Committee of all nonaudit services to be provided to the Company by the external auditor prior to engaging the external auditor to perform those non-audit services.

External Auditor Service Fees (by category)

The fees paid or accrued by the Company to its auditor in each of the last two calendar years, by category, are as follows:

	Year endedJune 30, 2013(C$)	Year endedDecember 31, 2012($)	Year endedDecember 31, 2011($)
Audit Fees	85,345	40,800	$65,735
Audit Related Fees	Nil	Nil	Nil
Tax Fees	Nil	2,750	$5,500
All Other Fees	163,346	6,120	Nil

Reliance on Certain Exemption

The Company is relying on the exemption provided by Part 6.1 of National Instrument 52-110 – Audit Committees ("NI 52-110") for venture issuers which allows for an exemption from Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110 and allows for the short form of disclosure of audit committee procedures set out in Form 52-110F2 – Disclosure by Venture Issuers and disclosed in this Circular.

COVENTRY RESOURCES INC.

8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

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No alternative Street Inc.

MR SAM SAMPLE 123 SAMPLES STREET SAMPLETOWN SS X9X 9X9

Security Class	123
Holder Account Number
C1234567890	XXX

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Form of Proxy - Annual General and Special Meeting to be held on Tuesday, October 29, 2013

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

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
1. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.
1. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
1. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.
1. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
1. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.
1. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by Friday, October 25, 2013 at 10:00 a.m. (PST).

Lodge your vote:

By mail: By fax: 100 University Ave. 9th Floor 416-263-9524 (Outside North America) Toronto ON M5J 2Y1

Computershare Investor Services Inc. 1-866-249-7775 (Within North America)

C1234567890

Appointment of Proxyholder

MR SAM SAMPLE

I/We, being holder(s) of Coventry Resources Inc. hereby appoint: Don Halliday, or failing him, Ming Jang OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

123

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of shareholders of Coventry Resources Inc. to be held at Suite 1000 – 355 Burrard Street Vancouver, BC V6C 2G8 on Tuesday, October 29, 2013 at 10:00 a.m. (PST) and at any adjournment or postponement thereof.

XXX

If you have not directed your proxy how to vote as your proxy in respect of the Resolutions for the grant of options to Directors (Director Option Resolutions), and the Chair is, or may by default be, appointed your proxy, you must mark the box below.

I/we direct the Chair to vote in accordance with his/her voting intentions (as set out above) on the Director Option Resolutions (except where I/we have indicated a different voting intention below) and acknowledge that the Chair may exercise my/our proxy even if the Chair has an interest in the outcome of the Director Option Resolutions and that votes cast by the Chair for the Director Option Resolutions, other than as proxy holder, will be disregarded because of that interest.

If the Chair is, or may by default be, appointed your proxy and you do not mark this box and you have not directed the Chair how to vote, the Chair will not cast your votes on the Director Option Resolutions and your votes will not be counted in calculating the required majority if a poll is called on the Director Option Resolution.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.								For	Against
1. Number of DirectorsTo Set the Number of Directors at seven (7).
2.Election of Directors
	For	Withhold			For	Withhold		For	Withhold
01. Steven Chadwick			02. Anthony Goddard				03. Don Halliday
04. Eric Edwards			05. Michael Haynes				06. Robert Boaz
07. Nicholas Day								For	Withhold
3. Appointment of AuditorsAppointment of Ernst & Young, as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.
			For	Against				For	Against
4. Stock Option PlanTo re-approve the Company's stock option plan.5. Issuance of Equity SecuritiesTo pass a special resolution that, for the purposes of ASX Listing Rule7.1A and for all other purposes, approval is given for the issue of equitysecurities totalling up to 10% of the issued capital of the Company at thetime of issue, calculated in accordance with the formula prescribed inASX Listing Rule 7.1.A.2 and on the terms and conditions set out in theInformation Circular.							8. That, for the purposes of ASX Listing Rule 10.11 and for all other purposes,approval is given for the Company to issue 350,000 options to Tony Goddard (andhis nominee) on the terms and conditions set out in the Information Circular.
							9.That, for the purposes of ASX Listing Rule 10.11 and for all other purposes,approval is given for the Company to issue 350,000 options to Don Halliday (and hisnominee) on the terms and conditions set out in the Information Circular.
							10. That, for the purposes of ASX Listing Rule 10.11 and for all other purposes,approval is given for the Company to issue 350,000 options to Eric Edwards (and his
Issuance of Options to Directors							nominee) on the terms and conditions set out in the Information Circular.
6. That, for the purposes of ASX Listing Rule 10.11 and for all otherpurposes, approval is given for the Company to issue 700,000 options toSteven Chadwick (and his nominee) on the terms and conditions set out					11. That, for the purposes of ASX Listing Rule 10.11 and for all other purposes,approval is given for the Company to issue 350,000 options to Mike Haynes (and hisnominee) on the terms and conditions set out in the Information Circular.
in the Information Circular.7. That, for the purposes of ASX Listing Rule 10.11 and for all otherpurposes, approval is given for the Company to issue 500,000 options toNick Day (and his nominee) on the terms and conditions set out in the							12. That, for the purposes of ASX Listing Rule 10.11 and for all other purposes,approval is given for the Company to issue 350,000 options to Robert Boaz (and hisnominee) on the terms and conditions set out in the Information Circular.
Information Circular.					13. Stock Option Grant to Service Providersproviders.		To approve the issuance of an aggregate of 400,000 stock options to certain service
Authorized Signature(s) – This section must be completed for your					Signature(s)		Date
instructions to be executed.I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby
revoke any proxy previously given with respect to the Meeting. If no voting instructionsare indicated above, this Proxy will be voted as recommended by Management.							DD / MM		/ YY

Interim Financial Statements – Mark this box if you
would like to receive Interim Financial Statements and
accompanying Management's Discussion and Analysis
by mail.

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

XXXX

AR1

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

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AI assistant

POLARX LIMITED — AGM Information 2013

65639_rns_2013-09-25_1c11f773-748c-49a0-8c9d-12a336866268.pdf

COVENTRY RESOURCES INC.

NOTICE OF ANNUAL GENERAL & SPECIAL MEETING

BY ORDER OF THE BOARD,

INFORMATION CIRCULAR

SOLICITATION OF PROXIES

APPOINTMENT AND REVOCATION OF PROXIES

VOTING BY CDI HOLDERS

CDI HOLDERS MAY GIVE DIRECTIONS TO DEPOSITARY NOMINEE

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

ADVICE TO BENEFICIAL SHAREHOLDERS

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

EXECUTIVE COMPENSATION

Definitions: For the purpose of this Information Circular:

STATEMENT OF EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Base Salary

Option Based Awards

Use of Financial Instruments

Compensation

Summary Compensation Table

Outstanding Share-Based Awards and Option-Based Awards

Incentive Plan Awards – Value Vested or Earned During the Year

PENSION PLAN BENEFITS

TERMINATION AND CHANGE OF CONTROL BENEFITS

DIRECTOR COMPENSATION

Summary Compensation Table

Outstanding Share-Based Awards and Option-Based Awards

Incentive Plan Awards – Value Vested or Earned During the Year

MANAGEMENT CONTRACTS

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION

Equity Compensation Plan Information

Equity Compensation Plan Information

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

FINANCIAL STATEMENTS

REQUEST FOR FINANCIAL STATEMENTS

FIXING THE NUMBER OF DIRECTORS AND ELECTION OF DIRECTORS

INFORMATION CONCERNING NOMINEES SUBMITTED BY MANAGEMENT

CEASE TRADE ORDERS, CORPORATE AND PERSONAL BANKRUPTCIES, PENALTIES AND SANCTIONS

AUDIT COMMITTEE DISCLOSURE

CORPORATE GOVERNANCE

APPOINTMENT AND REMUNERATION OF AUDITORS

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Re-Approval of Rolling Stock Option Plan

RE-ELECTION OF DIRECTOR

APPROVAL UNDER LISTING RULE 7.1A

General

ASX Listing Rule 7.1A

Technical information required by ASX Listing Rule 7.1A

(b) Minimum Price

(c) Date of Issue

(10% placement capacity period).

(d) Risk of voting dilution

The table above uses the following assumptions:

(c) Purpose of Issue under 10% Placement Capacity

(e) Allocation policy under the 10% Placement Capacity

(f) Previous Approval under ASX Listing Rule 7.1A

(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

APPROVAL TO ISSUE OPTIONS TO DIRECTORS

General

("director options").

ASX Listing Rule 10.11

Technical Information required by ASX Listing Rule 10.13

Terms and conditions of director options

(a) Entitlement

(b) Exercise Price

(c) Expiry Date

(d) Vesting Conditions

("vesting conditions).

(e) Exercise Period

(f) Notice of Exercise

(g) Exercise Date

(h) Timing of issue of Shares on exercise

(j) Shares issued on exercise

(k) Quotation of Shares issued on exercise

(l) Reconstruction of capital

POLARX LIMITED AGM Information 2013