POLARX LIMITED — Proxy Solicitation & Information Statement 2013

Mar 27, 2013

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MANAGEMENT INFORMATION CIRCULAR

for the

SPECIAL MEETING OF SHAREHOLDERS

of

COVENTRY RESOURCES INC.

to be held on

April 18, 2013

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Dear Shareholder of Coventry Resources Inc.:

The directors of Coventry Resources Inc. (“ Coventry ” or the “ Company ”) cordially invite you to attend a special meeting (the “ Meeting ”) of the shareholders of Coventry (the “ Shareholders ”) to be held at Unit 1 - 15782 Marine Drive, White Rock, British Columbia V4B 1E6 on April 18, 2013 at 9 a.m. (Vancouver time) .

At the Meeting, the Shareholders will be asked to consider and vote upon certain matters of special business concerning:

• a) Shareholder ratification of the issuance of 1,935,010 common shares in the Company (the “ Common Shares ”) to Houston Lake Mining Inc. as consideration for the purchase of the West Cedartree Gold Project (the “ Cedartree Share Issuance ”); and

• b) the share issuance connected to a short form prospectus financing (the “ Offering ”), which consists of:

• (i) Shareholder ratification of the issuance of 5,624,984 Common Shares (the “ Share Issuance ”); and

• (ii) Shareholder approval of the issuance of 13,125,000 Common Shares and 9,375,000 Common Share purchase warrants on the conversion of 18,750,000 subscription receipts (the “ Subscription Receipt s”) issued during the Offering (the “ Resulting Share Issuance From Subscription Receipts ”).

For the Cedartree Share Issuance and Share Issuance to be ratified and the Resulting Share Issuance From Subscription Receipts to be approved, resolutions (the “ Resolutions ”) approving these items substantially in the form set out in the accompanying management information circular (the “ Circular ”) must be passed by a majority of votes cast by Shareholders at the Meeting.

The board of directors of the Company (the “ Board ”), after careful consideration, has determined that the Resolutions are fair to the Shareholders and are in the best interests of the Company and the Shareholders, and therefore the Board unanimously recommends that the Shareholders approve the Resolutions by voting FOR the Resolutions set out in the Circular.

Please give this material your careful consideration, and if you require assistance, please contact Michael Naylor, the Chief Executive Officer of Coventry, at +1-416-364 3700 or Doris Meyer, the Chief Financial Officer of Coventry at +1-604-536-2711.To be represented at the Meeting, you must either attend the Meeting in person or complete and sign the enclosed form of proxy. Shareholders should forward their proxies to Coventry’s registrar and transfer agent, Computershare Investor Services Inc., 100 University Avenue, 9[th] Floor, Toronto, Ontario M5J 2Y1, by not later than 9 a.m. (Vancouver time) on April 16, 2013, or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting.

If you are a holder of CHESS Depositary Interests and wish to be represented at the meeting, then, complete, date, sign and deliver the accompanying notice of direction and deposit it with the Company c/o Computershare Investor Services Pty Limited. at GPO Box 242, Melbourne, Australia VIC 3001 not later than 5:00 p.m. (Melbourne, Australia time) on April 15, 2013 or, if the Meeting is adjourned, not later than 72 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting.

Sincerely,

(signed) “Michael Naylor” Chief Executive Officer

COVENTRY RESOURCES INC. Unit 1 - 15782 Marine Drive

White Rock, British Columbia V4B 1E6

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting of the shareholders (the “ Meeting ”) of Coventry Resources Inc. (“ Coventry ” or the “ Company ”) will be held at Unit 1 - 15782 Marine Drive, White Rock, British Columbia V4B 1E6 9:00 a.m. (Vancouver time) to pass the following ordinary resolutions:

1. To consider and, if thought fit, to pass, for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for all other purposes, a resolution ratifying the previous allotment and issuance on January 15, 2013 of 1,935,010 common shares in the Company (the “ Common Shares ”) to Houston Lake Mining Inc., as further contemplated in the accompanying management information circular (the “ Circular ”).

2. To consider and, if thought fit, to pass, for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for all other purposes, a resolution ratifying the previous allotment and issuance on February 22, 2013 of 5,624,984 Common Shares, as further contemplated in the accompanying Circular.

3. To consider and, if thought fit, to pass, for the purposes of Listing Rule 7.1 of the ASX Listing Rules and for all other purposes, a resolution approving the future allotment and issuance of 13,125,000 Common Shares and 9,375,000 Common Share purchase warrants on the conversion of 18,750,000 subscription receipts issued on February 22, 2013, as further contemplated in the accompanying Circular.

This notice is accompanied by a form of proxy and the Circular.

The Company’s board of directors (the “ Board ”) has fixed the close of business on March 15, 2013 as the record date for Shareholders entitled to receive notice of, attend, and vote at the Meeting. The directors have fixed the close of business on March 15, 2013 as the record date for holders of CHESS Depositary Instruments (“ CDIs ”) who are entitled to attend and vote at the Meeting.

If you cannot attend the Meeting in person, you are encouraged, depending on how you hold your interest in the Company, to either (i) complete and sign the accompanying proxy and return it to the Company, c/o Computershare Investor Services Inc., 100 University Avenue, 9[th] Floor, Toronto, Ontario M5J 2Y1 prior to 9:00 a.m. (Vancouver time) on April 16, 2013 and if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting or (ii) if you are a holder of CDIs, complete 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 5:00 p.m. (Melbourne, Australia time) on April 15, 2013 and if the Meeting is adjourned, not later than 72 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting.

DATED at White Rock, British Colombia as of the 19th day of March 2013.

BY ORDER OF THE BOARD

(signed) “Michael Naylor”

Michael Naylor Chief Executive Officer

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NOTICE TO UNITED STATES SHAREHOLDERS

The solicitation of proxies for the Meeting is not subject to the requirements of Section 14(a) of the U.S. Exchange Act. Accordingly, the solicitation is made in the United States for securities of a Canadian issuer in accordance with Canadian corporate and securities laws, and this Circular has been prepared solely in accordance with disclosure requirements applicable in Canada. Shareholders should be aware that such requirements are different from those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act.

Specifically, information concerning the operations of the Company contained herein has been prepared in accordance with Canadian disclosure standards, which are not comparable in all respects to United States disclosure standards. In particular, and without limiting the foregoing, information included in this Circular regarding mining operations and properties and estimates of mineral resources has been prepared in accordance with Canadian disclosure standards, which differ in certain respects from the disclosure standards applicable to information included in reports and other materials filed with the Securities and Exchange Commission (“ SEC ”) by issuers subject to SEC reporting and disclosure requirements.

The enforcement by shareholders of civil liabilities under U.S. securities laws may be affected adversely by the fact that the Company is incorporated under the laws of the Province of British Columbia, that some or all of its officers and directors are residents of countries other than the U.S., and that all or substantial portions of the assets of the Company are or will be located outside the U.S. You may not be able to sue a corporation organized under the British Columbia Business Corporations Act or the Corporations Act in a Canadian or Australian court for violations of U.S. securities laws and it may be difficult to compel the foregoing persons to subject themselves to a judgment by a U.S. court.

REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES

Unless otherwise indicated, all references to " A$ " or " Australian dollars " in this Circular refer to Australian dollars, all references to "$", "C$" or " Canadian dollars " in this Circular refer to Canadian dollars and all references to "US$" or " US dollars " in this Circular refer to U.S. dollars.

INFORMATION CONTAINED IN THIS CIRCULAR

The information contained in this Circular is given as at March 19, 2013 except where otherwise noted.

It is recommended that Shareholders read the Notice of Meeting, this Circular and the accompanying schedule in their entirety.

This Circular does not constitute the solicitation of an offer to purchase any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation.

Information contained in this Circular should not be construed as legal, tax or financial advice and Shareholders are urged to consult their own professional advisors in connection therewith.

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COVENTRY RESOURCES INC. MANAGEMENT INFORMATION CIRCULAR

____________

SOLICITATION OF PROXIES

This management information circular (the “Circular”) is furnished in connection with the solicitation by management of Coventry Resources Inc. (“Coventry” or the “Company”) of proxies to be used at the special meeting of shareholders (the “Shareholders”) of the Company (the “Meeting”) referred to in the accompanying notice of meeting (the “Notice”) to be held at Unit 1 - 15782 Marine Drive, White Rock, British Columbia V4B 1E6, on April 18, 2013, at 9:00 a.m. (Vancouver time) for the purposes set forth in the Notice. The solicitation will be made primarily by mail, but proxies may also be solicited personally or by telephone by management, employees or agents of the Company at nominal cost. The cost of solicitation by management will be borne by the Company. The information contained herein is given as of March 19, 2013, unless otherwise indicated.

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 “Voting by Proxies”, “Advice to Beneficial Holders of Shares” and “Revocability of Proxies” below.

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 given 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 CDIs, 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 5:00 p.m. Melbourne, Australia time on April 15, 2013 and if the Meeting is adjourned, not later than 72 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.

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VOTING BY PROXIES

The form of proxy accompanying this Circular confers discretionary authority upon the proxy nominee with respect to any amendments or variations to the matters identified in the Notice and any other matters which may properly come before the Meeting. On any ballot, the Common Shares represented by the proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder as specified in the proxy with respect to any matter to be acted on. If a choice is not specified with respect to any matter, the Common Shares represented by a proxy given to management are intended to be voted in favour of each of the resolutions contemplated herein and intended to be voted for the nominee of management for election of a director. A Shareholder has the right to appoint a person (who need not be a Shareholder) to attend and act for the Shareholder and on the Shareholder’s behalf at the Meeting other than the persons designated in the form of proxy and may exercise such right by inserting the name in full of the desired person in the blank space provided in the form of proxy. Proxies must be delivered to the Company c/o Computershare Investor Services Inc., 100 University Avenue, 9[th] Floor, Toronto, Ontario M5J 2Y1, prior to 9 a.m. (Vancouver time) on April 16, 2013. If the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting. A self-addressed envelope is enclosed.

Management of the Company are not aware of any amendments to the matters to be presented for action at the Meeting or of any other matters to be presented for action at the Meeting.

ADVICE TO BENEFICIAL HOLDERS OF SHARES

The information set forth in this section is of significant importance to persons who beneficially own Common Shares, as a substantial number of such persons do not hold Common Shares in their own names. Persons who hold Common Shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold such securities in their own names (referred to in this section as “ Beneficial Holders ”) should note that only proxies deposited by persons whose names appear on the records of the Company may be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Holder by a broker, then in almost all cases those Common Shares will not be registered in the Beneficial Holder’s name on the records of the Company. Such Common Shares will more likely be registered under the name of the broker or an agent of that broker. In Canada, the vast majority of shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers, agents or nominees can only be voted (for or against resolutions) upon the written instructions of the Beneficial Holder. Without specific instructions, brokers, agents and nominees are prohibited from voting securities for their clients. Therefore, Beneficial Holders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate persons by the appropriate time.

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Holders in advance of Shareholders’ Meetings. Each intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Holders to ensure that their Common Shares are voted at the Meeting. The purpose of the form of proxy or voting instruction form supplied to a Beneficial Holder by its broker, agent or nominee is limited to instructing the registered Shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Holder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically supplies a voting instruction form, mails those forms to the Beneficial Holders and asks Beneficial Holders to return the forms to Broadridge or follow specified telephone voting procedures. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Holder receiving a voting instruction form from Broadridge cannot use that form to vote Common Shares directly at the Meeting - the voting instruction form must be returned to Boradridge or the telephone procedures completed well in advance of the Meeting in order to have such Common Shares voted.

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Although a Beneficial Holder 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 Holder may attend at the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Beneficial Holders who wish to attend at the Meeting and indirectly vote their Common Shares, as proxyholder for a registered Shareholder, should enter their own names in the blank space on the form of proxy or voting instruction form provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

The Company does not intend to pay for intermediaries to deliver proxy-related materials to objecting beneficial owners (“ OBO ”), OBOs may not receive proxy-related materials unless the OBO's intermediary assumes the costs of delivery.

In addition, the Company has decided to take advantage of certain provisions of applicable securities regulatory requirements that permit it to deliver meeting materials directly to non-objecting beneficial owners. These materials are being sent to both registered and non-registered owners of common shares. If you are a Beneficial Holder, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of common shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the common shares on your behalf. By choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. As a result, you can expect to receive a scannable voting instruction form (“ VIF ”) from our transfer agent, Computershare Investor Services Inc. (the “ Transfer Agent ”). These VIFs are to be completed and returned to the Transfer Agent in the envelope provided. In addition, the Transfer Agent provides both telephone voting and Internet voting as described on the VIF. The Transfer Agent will tabulate the results of the VIFs received and will provide appropriate instructions at the Meeting with respect to the common shares represented by the VIFs they receive.

REVOCABILITY OF PROXIES

A Shareholder executing and delivering a proxy has the power to revoke it in accordance with the provisions of section 12.14 of the articles of the Company, which provides that every proxy may be revoked by an instrument in writing executed by the Shareholder or by his or her attorney authorized in writing and delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which the proxy is to be used, or to the chair of the Meeting on the day of the Meeting or any adjournment thereof, or in any other manner permitted by law.

A proxy is valid only in respect of the Meeting.

BUSINESS OF THE MEETING

1. Ratification of Previous Issuance of Securities

On January 15, 2013, the Company announced that it had completed the purchase of the West Cedartree Gold Project from Houston Lake Mining Inc. (“ Houston Lake ”) for total consideration of $600,000 and the issuance of 1,935,010 Common Shares to Houston Lake (the “ Cedartree Share Issuance ”).

Resolution 1: Ratification of Issuance of Common Shares

The Shareholders will be asked to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That, for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for all other purposes, the previous allotment and issuance on January 15, 2013 of 1,935,010 Common Shares to Houston Lake be and is hereby ratified.

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Voting Exclusion: The Company will disregard any votes cast on this resolution by a person who participated in the issuance 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, if 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.

ASX Listing Rules

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 ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with Shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

Information for Shareholders for Resolution 1

Pursuant to ASX Listing Rule 7.5, the following information is provided for Shareholders in relation to Resolution 1:

• (a) 1,935,010 Common Shares were allotted;

(b) the Common Shares were issued at a deemed issue price of C$0.37 per Common Share;

(c) the rights and restrictions attached to the issued Common Shares are the same as those of the existing issued and outstanding Common Shares and, accordingly, the issued Common Shares rank equally in all respects with the existing Common Shares on issue by the Company

(d) the Common Shares were allotted and issued to Houston Lake and Houston Lake is not a related party of the Company; and

(e) no funds were raised from the issue of the Common Shares as they were issued as consideration for the acquisition of the West Cedartree Gold Project.

2. Ratification of Previous Issuance of Securities

On February 22, 2013, the Company completed an offering (the “ Offering ”) of 18,750,000 units (“ Units ”) for gross proceeds of C$6 million. In Canada, each Unit consists of 0.3 of one Common Share (each whole share, a “ Unit Share ”) and one subscription receipt of the Company (each a “ Subscription Receipt ”). In Australia, each Unit consists of 0.3 of one fully paid CDI, and one Subscription Receipt. Therefore, at closing the portion of the Units that was allocated to the Common Shares was 5,624,984 Common Shares.

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Resolution 2: Ratification of Issuance of Common Shares

The Shareholders will be asked to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That, for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for all other purposes, the previous allotment and issuance on February 22, 2013 to certain clients of a syndicate of agents, co-led by Haywood Securities Inc. and Argonaut Securities Pty Ltd. and including Canaccord Genuity Corp., of 5,624,984 Common Shares be and is hereby ratified.

Voting Exclusion: The Company will disregard any votes cast on this resolution by a person who participated in the issuance 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, if 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.

ASX Listing Rules

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 ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with Shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

Information for Shareholders for Resolution 2

Pursuant to ASX Listing Rule 7.5, the following information is provided for Shareholders in relation to Resolution 2:

• (a) 5,624,984 Common Shares were allotted;

(b) the issue price was C$0.32 per Common Share (A$0.305 per Common Share);

(c) the rights and restrictions attached to the issued Common Shares are the same as those of the existing issued and outstanding Common Shares and, accordingly, the issued Common Shares rank equally in all respects with the existing Common Shares on issue by the Company;

(d) the Shares were allotted and issued to clients of a syndicate of agents, co-led by Haywood Securities Inc. (“ Haywood ”) and Argonaut Securities Pty Ltd. (“ Argonaut ”) and including Canaccord Genuity Corp. (“ Canaccord ”) (collectively with Haywood, Argonaut and Canaccord, the “ Agents ”). None of these subscribers are related parties of the Company; and

(e) the Company intends to use the net proceeds of the Offering, which includes the offering of the Common Shares that are the subject of this Resolution 2, to finance the commencement of a feasibility study at the Company’s Cameron Gold Camp Project and for general working capital and corporate purposes .

For the February 22, 2013 Offering, the Company retained the Agents to manage the Offering and act as agents for the purpose of securing subscriptions for the Offering. As compensation for this role, the Company agreed to pay the Agents a cash fee equal to 6% of the gross proceeds from the sale of the Units.

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3. Approval of Proposed Issuance of Securities

As mentioned above, on February 22, 2013 the Company completed an Offering of 18,750,000 Units for gross proceeds of C$6 million. As a part of the Offering, the Company also issued 18,750,000 Subscription Receipts. In Canada each Subscription Receipt is convertible into 0.7 of one Common Share (each such whole share, a “ Subscription Receipt Share ”) and 0.5 of one Common Share purchase warrant (each such whole warrant, a “ Warrant ”). In Australia, each Subscription Receipt is convertible into 0.7 of one CDI of the Company and 0.5 of one Warrant. Each whole Warrant will be exercisable into either one Common Share of the Company (in Canada), or one CDI of the Company (in Australia), for a period of 18 months from the date of issuance at an exercise price of C$0.45 per Common Share (A$0.43 per CDI).

The Subscription Receipts are not capable of conversion into the Subscription Receipt Shares and Warrants unless this Resolution 3 is passed, and the Company will not receive the proceeds from the issue of the Subscription Receipts until Resolution 3 is passed. The proceeds from the sale of the Subscription Receipts, which are currently being held in escrow pursuant to an escrow agreement, will be released from escrow and provided to the Company as soon as practicable after the issue of the Common Shares and Warrants under this Resolution 3.

Resolution 3: Issuance of Proposed Shares and Proposed Warrants

The Shareholders will be asked to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That pursuant to Listing Rule 7.1 of the ASX Listing Rules and for all other purposes, the allotment and issuance of 13,125,000 Common Shares, together with 9,375,000 Warrants (which may be exercised into Common Shares) (together, the “ Proposed Securities ”) to certain clients of the Agents be and is hereby approved and authorized.

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 ordinary securities, 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, if 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.

ASX Listing Rules

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 ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 3 will be to allow the Company to issue the Proposed Securities during the 3 month period after the Meeting (or a longer period, if allowed by the ASX) without using the Company’s 15% annual placement capacity.

Information for Shareholders

Pursuant to ASX Listing Rule 7.3, the following information is provided for Shareholders in relation to Resolution 3:

• (a) the maximum number of Common Shares to be issued is 13,125,000 Common Shares and the maximum number of Warrants to be issued is 9,375,000;

• (b) it is intended that the Common Shares and Warrants will be issued as soon as practicable after the date of the Meeting, but in any event no later than 3 months after the date of the Meeting (or a later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that the allotment will occur on the same date as the issue;

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• (c) the Common Shares and the Warrants are being issued on the conversion of the Subscription Receipts on the basis of 0.7 of one Common Share and 0.5 of one Warrant for each Subscription Receipt previously issued by the Company as part of the Offering from which the Company raised C$6 million;

• (d) the Common Shares and Warrants will be allotted and issued to clients of the Agents, which clients have been issued the Subscription Receipts. None of these subscribers will be related parties of the Company;

• (e) the rights and restrictions attached to the issued Common Shares are the same as the existing issued and outstanding Common Shares and, accordingly, the issued Common Shares rank equally in all respects with the existing Common Shares on issue by the Company;

• (f) the Warrants will be exercisable into either one Common Share of the Company (in Canada), or one CDI of the Company (in Australia), for a period of 18 months from the date of issuance at an exercise price of C$0.45 per Common Share (A$0.43 per CDI) and otherwise on the terms and conditions set out in Schedule “A”; and

• (g) no additional funds are being raised by the issue of the Common Shares and Warrants, as they are being issued upon the conversion of Subscription Receipts for which investors have already paid C$6 million. The Company intends to use the net proceeds of the Offering to finance commencement of a feasibility study at the Company’s Cameron Gold Camp Project and for general working capital and corporate purposes.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as set out above, no proposed nominee for election as a director, and no director, officer, or informed person of the Company, or any of its subsidiaries who has served in such capacity since the beginning of the last financial year of the Company, and no Shareholder, holding of record or beneficially, directly or indirectly, more than 10% of the Common Shares, and none of the respective associates or affiliates of any of the foregoing, had any interest in any transaction with the Company or in any proposed transaction since the beginning of the last completed financial year that has materially affected the Company, or any of its subsidiaries, or would so affect the Company or any of its subsidiaries.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Except as set out herein, no proposed nominee for election as a director, and no director or officer of the Company who has served in such capacity since the beginning of the last financial year of the Company, and no Shareholder, holding of record or beneficially, directly or indirectly, more than 10% of the Company’s outstanding Common Shares, and none of the respective associates or affiliates of any of the foregoing, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized share capital of the Company is an unlimited number of Common Shares with no par value. As of the date of this Circular, there are 77,711,292 Common Shares issued and outstanding.

Each Common Share carries the right to one vote at a meeting of the Shareholders and has no special dividend rights, no special rights upon dissolution or wind-up, no special pre-emptive rights, no conversion or exchange rights, no redemption, retraction, purchase or cancellation provisions, no sinking or purchase fund provisions, no provisions restricting or permitting the issuance of additional securities, and no provisions requiring Shareholders to contribute additional capital.

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To the knowledge of the directors and senior officers of the Company as of the date hereof, there are no Shareholders (other than securities depositories) who currently, or are anticipated to, beneficially own, directly or indirectly, or exercise control or direction over voting securities carrying more than 10% of the voting rights attached to any class of voting securities of the Company, other than as set out below.

Name	Name and Percentage of Securities Owned	Name and Percentage of Securities Owned
	Common Shares	Percentage
Sun Valley Gold Master Fund	13,635,654	15%(1)

Notes:

(1) Assuming conversion of the Subscription Receipts issued under the Offering on February 22, 2013 into 4,200,000 Common Shares, on a fully diluted basis, Sun Valley Gold Master Fund will own 15% of the issued and outstanding Common Shares assuming conversion of the Subscription Receipts into 13,125,000 Common Shares. The Company is not aware of the name of the individual who has ownership of, control, or direction over the securities of Sun Valley Gold Master Fund.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders	3,941,006	$0.91	3,830,123
Equity compensation plans not approved by securityholders	n/a	n/a	n/a
Total	3,941,006	$0.91	3,830,123

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director or officer, or former director or officer, was indebted to the Company during the most recently completed fiscal year up to March 19, 2013, for other than “routine indebtedness”, as that term is defined by applicable securities law.

MANAGEMENT CONTRACTS

The Company has not entered into any management contracts.

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AUDITOR, TRANSFER AGENT AND REGISTRAR

Auditor

The Company’s auditor appointed on April 28, 2010 are Davidson and Company LLP 1200 – 609 Granville Street P.O. Box 10372, Pacific Centre Vancouver, BC Canada V7Y 1G6.

Transfer Agent and Registrar

The Company’s registrar and transfer agent will be Computershare Investor Services Inc. at 100 University Avenue, 9[th] Floor, Toronto, ON, M5J 2Y1 and the Company’s registrar and transfer agent for the Company’s CDIs will be Computershare Investor Services Pty Ltd. at GPO Box 242, Melbourne, Australia VIC 3001.

ADDITIONAL INFORMATION

You may obtain additional financial information about the Company in the comparative Consolidated Financial Statements and Management Discussion and Analysis for the most recent fiscal year, which have been filed with regulators and are available for viewing through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. Copies may be obtained without charge upon request to the Company at Unit 1 – 15782 Marine Drive, White Rock, B.C. V4B 1E6 - telephone (604) 536-2711; fax (604) 604-536-2788. You may also access our public disclosure documents through the Internet on SEDAR at www.sedar.com and on our website at www.coventryres.com.

DIRECTORS’ APPROVAL

The contents and the sending of this Circular have been approved by the directors of the Company.

DATED: March 19, 2013

(signed) “Michael Naylor” Michael Naylor Chief Executive Officer

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Schedule “A”

Warrant Terms and Conditions

Entitlement

Each Warrant, upon exercise in accordance with the terms of the Warrant Indenture (as defined below), will entitle the holder to subscribe for one common share (the “ Warrant Shares ”) of Coventry Resources Inc. (the “ Company ”).

Warrant Indenture

The Warrants will be created and issued pursuant to the terms of a warrant indenture (the “ Warrant Indenture ”) to be entered into between the Company and Computershare Trust Company of Canada.

Exercise Price

The exercise price (the “ Exercise Price ”) of the Warrants will be C$0.45 (A$0.43 in the case of Warrants held by Australian resident investors), subject to adjustment in accordance with the terms of the Warrant Indenture.

Expiry Date

Each Warrant will expire on the date that is 18 months from the date of issuance of the Warrants (the “ Expiry Date ”). A Warrant not exercised prior thereto will automatically expire on the Expiry Date.

Exercise Period

The Warrants are exercisable at any time from their date of issuance until the Expiry Date (the “ Exercise Period ”).

Warrant Shares

Warrant Shares issued on exercise of the Warrants will rank equally with the then issued common shares of the Company.

No Rights as Shareholders

Holders of Warrants will not have any voting or pre-emptive rights or any other rights which a holder of common shares would have.

Adjustment to Exercise Price/Number of Warrant Shares Issuable

The Warrant Indenture will provide for adjustment in the number of Warrant Shares issuable upon the exercise of the Warrants and/or the exercise price of the Warrants upon the occurrence of certain events, including:

• i. the issuance of common shares of the Company or securities exchangeable for, or convertible into, common shares to all or substantially all of the holders of the Company’s common shares as a stock dividend or other distribution (other than a “dividend paid in the ordinary course”, as defined in the Warrant Indenture, or a distribution of common shares upon the exercise of the Warrants or pursuant to the exercise of director, officer or employee stock options granted under the Company’s stock option plan);

• ii. the subdivision, redivision or change of the common shares of the Company into a greater number of shares;

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• iii. the reduction, combination or consolidation of the common shares of the Company into a lesser number of shares;

• iv. the issuance to all or substantially all of the holders of the Company’s common shares of rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issuance, to subscribe for or purchase common shares of the Company, or securities exchangeable for or convertible into common shares, at a price per share to the holder (or at an exchange or conversion price per share) of less than 95% of the “current market price”, as defined in the Warrant Indenture, for the common shares on such record date; and

• v. the issuance or distribution to all or substantially all of the holders of the Company’s common shares of shares of any class other than the common shares, rights, options or warrants to acquire common shares or securities exchangeable or convertible into common shares, of evidences of indebtedness or cash, securities or any property or other assets.

The Warrant Indenture will also provide for adjustment in the class and/or number of securities issuable upon the exercise of the Warrants and/or exercise price per security in the event of the following:

• i. reclassification of the common shares of the Company;

• ii. a consolidation, amalgamation, plan of arrangement or merger of the Company with or into another entity (other than a consolidation, amalgamation, plan of arrangement or merger which does not result in any reclassification of the common shares of the Company or a change of the common shares into other shares); or

• iii. the transfer (other than to one of the Company’s subsidiaries) of the undertaking or assets of the Company as an entirety or substantially as an entirety to another Company or other entity.

No adjustment in the exercise price or the number of Warrant Shares purchasable upon the exercise of the Warrants will be required to be made unless the cumulative effect of such adjustment or adjustments would change the exercise price by at least 1% or the number of Warrant Shares purchasable upon exercise by at least one onehundredth of a Warrant Share.

The Company will covenant in the Warrant Indenture that, during the period in which the Warrants are exercisable, it will give notice to holders of Warrants of certain stated events, including events that would result in an adjustment to the exercise price of the Warrants or the number of Warrant Shares issuable upon exercise of the Warrants, at least 14 days prior to the record date of such event.

Quotation

The Company will not apply for listing of the Warrants on the TSX Venture Exchange (“ TSXV ”) or the Australian Securities Exchange (“ ASX ”).

The TSXV has accepted the Warrant Shares for listing. Application will be made to list the CDIs in respect thereof on the ASX.

Transferability

The Warrants are transferable subject to any restriction or escrow arrangements imposed by the TSXV, ASX or under applicable Australian or Canadian securities laws.

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