PRL GLOBAL LTD — Proxy Solicitation & Information Statement 2010

May 26, 2010

CI RESOURCES LIMITED

ACN 006 788 754

NOTICE OF GENERAL MEETING

TIME : 10.30 am (KST) DATE : 25 June 2010 PLACE : The Westin Kuala Lumpur 199 Jalan Bukit Kuala Lumpur, Malaysia

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Important: The Independent Expert has determined that the supply of Phosphate Product by Phosphate Resources Limited to CCM Agri-Max Sdn. Bhd. pursuant to the terms and conditions of the Phosphate Supply and Distribution Agreement is FAIR AND REASONABLE to non-associated Shareholders. Please refer to the Independent Expert’s Report attached to this Notice of Meeting as Appendix A.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9485 7222.

CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	4
Glossary	8
Appendix A – Independent Expert’s Report	Attached
Proxy Form	Enclosed
TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.30 am (KST) on 25 June 2010

at:

The Westin Kuala Lumpur 199 Jalan Bukit Kuala Lumpur, Malaysia

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

(a) post to CI Resources Limited, 13 Mt Eden Lane, Oakford Western Australia 6121; or (b) facsimile to the Company on facsimile number (+61 8) 9322 2827,

so that it is received not later than 10.30 am (KST) on 23 June 2010.

Proxy Forms received later than this time will be invalid.

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NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders will be held at 10.30 am (KST) on 25 June 2010 at The Westin Kuala Lumpur, 199 Jalan Bukit, Kuala Lumpur, Malaysia.

The Exp lanatory Sta tement to this N otice of Meeti ng p rovides additional inf ormation on matters to be considered at the General M eeting. Th e Explan atory Statement and th e Proxy Form are part of this Notice of Meeting.

The D irectors ha ve determined p ursuant to R egulation 7. 11.37 of the C orporations Regulations 2001 ( Cth) that the persons eligible to vote at the General Meeti ng are those who are registered Shareholders of the Company at the close of business (KST) on 22 June 2010. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

1. RESOLUTION 1 – DISPOSAL OF A SUBSTANTIAL ASSET BY A CHILD ENTITY OF THE COMPANY

To c onsider and, if tho ught fit, to pass, w ith or w ithout amendmen t, the fo llowing resolution as an ordinary resolution :

“That for the purpose of ASX Listing Rule 10.1 and for all other purposes, approval is given for the Company’s subsidiary, Phosphate Resources Limited, to supply Phosphate Product to CCM Agri-Max pursuant to the terms and conditions of the Phosphate Supply and Distribution Agreement, on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Short Explanation : Appr oval i s required under AS X Li sting Rule 10.1 i n order for Phosphate Resources Limited (being a “child entity” of the Company as determined by the ASX Listing Rules) to dispose of a substantial asset to an entity associated with a substantial Shareholder of the Company. Please refer to the Explanatory Statement for further details.

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any party to the transaction, any person who may participate in the proposed issue and a person who might o btain a ben efit, except a ben efit so lely in th e capaci ty o f a h older o f o rdinary securities, if the Resolution is passed. However, the Company need not disregard a vote if it is cast by a perso n as pro xy for a perso n who i s entitled to vote, i n accordance wi th 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.

Independent Expert’s Report : Share holders should careful ly consider the I ndependent Expert’s Report prepare d by RSM Bird Ca meron f or the purposes of the Shareholder approval r equired b y ASX L isting R ule 1 0.1 which co mments on t he f airness and reasonableness of the transaction to the non-associated Shareholders in the Company. The Independent Expert h as determi ned that th e s upply o f Ph osphate Pro duct by Ph osphate Resources Limited to CCM Agrimax pursuant to the terms an d conditions of the Phosphate Supply and Di stribution Agreement i s FAIR AND REASONABLE to th e no n-associated Shareholders of the Company.

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DATED: 26 MAY 2010 BY ORDER OF THE BOARD

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JANELLE BURNS JOINT COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explan atory State ment h as been prepar ed for the i nformation of th e Shar eholders in connection w ith th e business to b e c onducted a t the Gene ral Meeting to b e held at 10.30 am (KST) on 25 June 2010 at The Westin Kuala Lumpur, 199 Jalan Bukit, Kuala Lumpur, Malaysia

This purpos e of this Ex planatory Sta tement is to prov ide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. RESOLUTION 1 – DISPOSAL OF SUBSTANTIAL ASSET BY A CHILD ENTITY OF THE COMPANY

1.1 Background

The Company’s 44.73% owned s ubsidiary, Phosphate R esources Limited (ACN 009 396 543) ( PRL ) is proposing to enter into an agreement with CCM Agri-Max Sdn. Bhd (Malaysian Company No. 2687 46-W)(a co mpany incorporated in Malaysia) ( CCMA ), pursuant to which PRL will supply Phosphate Product to CCMA ( Phosphate Supply and Distribution Agreement ).

The ma terial terms of the Ph osphate Su pply and Distribution A greement ar e as follows:

• (a) PRL will appoint CCMA as exclusive and authorised distributor of Phosphate Product within Malaysia ( Territory );

• (b) the term of the agreement will be two (2) years from the date of execution with an option to extend for a fu rther y ear b y mu tual a greement of th e parties ( Term );

• (c) PRL may sell di rectly to ce rtain named par ties withi n the Te rritory (and others by mutual agreement) ( Approved Recipients );

• (d) PRL must pay CCM A a commission of USD 0. 75 per metric tonne (to be reviewed annually) for each tonne of Phosphate Product sold by PRL to the Approved Recipients;

• (e) CCMA must not re-export the Phosphate Product from the Territory without the consent of PRL (which must not be unreasonably withheld);

• (f) CCMA must gi ve preference to the Phosphate Product i n its own fertiliser operation and participate in tenders called within the Territory for the direct application of the Phosphate Product;

• (g) PRL agrees to supply up to 150,000 metric tonnes of CIRP annually to CCMA and its associate companies in Malaysia and Indonesia;

• (h) in the event of significant change in the market price of phosphate during the Term, CCMA or PR L can call f or a review of the pric e and the parties must use best endeavours to negotiate for a new price; and

• (i) the Phosphat e Suppl y and Dist ribution A greement sh all be govern ed by , and construed in accordance with, the laws of Western Australia.

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Further details in respect of PRL and CCMA are set out in the Independent Expert’s Report. Shareh olders are encouraged to read the Independent Expert’s Report in its entirety.

1.2 ASX Listing Rule 10.1

ASX Listing Rule 10.1 provides that an entity must ensure that neither it, nor any of its child entities, acquire a substantial asset from, or dispose of a substantial asset to a substantial holder without the prior approval of the entity’s shareholders.

For the purpose of the ASX Listing Rules, the term “child entity” means:

• (a) an entity which is c ontrolled by a b ody corporate within the meani ng of section 50AA of the Corporations Act; and

• (b) an entity which is a subsidiary of the body corporate.

PRL is a subsidiary of the Company as the Company holds 44. 73% of the iss ued share capital of PRL.

For the purpose of Section 50AA of the Corporations Act, an entity controls another entity if it has t he c apacity to dete rmine the ou tcome of dec isions ab out the second entity’s financial and operating policies. In determining whether one entity has the “capacity to determine” the ou tcome of dec isions about another entity’s financial and op erating p olicies, the p ractical i nfluence th e firs t e ntity c an e xert, rather than the rights it can enforce, are considered.

On the basis of the interest the Company holds in PRL, the Board (with the guidance of the Company’s auditors together with the board of PRL) have formed the vi ew that the Company controls PRL.

CCM International Sdn. Bhd. (a company incorporated in Ma laysia) ( CCMI ) holds [16.47]% of the is sued share capital of the Company and, for the purposes of the ASX Listing Rules, is a “ substantial holder” of the Company. CCMA is an ass ociated entity of CCMI by virtue of both CCMI and CCMA being subsidiari es of Chemical Company of Malaysia Berhad, a company incorporated in Malaysia.

For the purposes of A SX Listing Rule 10.1, a “substantial asset” is an asset valued at greater than 5% of the equity interests of a company.

The value of the consi deration to be rece ived by PRL for t he supply of Phosphate Product by PRL to C CMA over the term of the Phosphate Supply and D istribution Agreement is estimated to be greater than 5% of the Company’s equity interests as set out in the latest accounts given to ASX by the Company.

For the reasons set out above, the supply of Phosph ate Product by PRL to CCMA over the term of the Phosphate Supply and Distribution Agreement is considered to be a disp osal of a su bstantial asset b y a c hild en tity of the C ompany to a substantial holder.

Accordingly, the Company is seeking shar eholder approval for the purpose of ASX Listing Ru le 10. 1 for PRL to enter into the Phosphate Suppl y and Distribut ion Agreement on the terms and conditions set out above.

ASX Listing Rule 10.1 provides that shareholder approval sought for the purpose of ASX Listing Rule 10. 1 must includ e a report on the pr oposed dis posal fr om an independent expert. Accompanying this Explanatory Statement is an Independent Expert’s Report prepared by RSM Bird Cameron conc luding th at the proposed

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supply of Phosp hate Product by PRL to C CMA in ac cordance with the terms and conditions of t he Phosphate Supply and Distributi on A greement is fair and reasonable to the non associated Shareholders.

1.3 Directors Recommendations

The Directors do no t have any material interest in t he outcome of the Resolutions other than as a result of their interest arising solely in the capacity of Shareholders of the Company.

Each of the Directors intends to vote their Shares in favour of the Resolution. Based on the inf ormation available, all of the Di rectors con sider that the propos ed Transaction is in the best in terests of the Company and rec ommend th at th e Shareholders vo te in fa vour of the Resoluti ons. The Directors ha ve approved the proposal to put the Resolutions to Shareholders.

2. ENQUIRIES

Shareholders are required to contact the Company Secretary on (+ 61 8) 9485 7222 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day me ans Monday to Friday inc lusive, exce pt N ew Year’s Day , Good Frid ay, Easter Monday, Christmas Day , Boxing Day, and any other day that ASX declares is no t a business day.

CCMA means CCM Agri-Max Sdn. Bhd . (Malaysian Company No . 268746-W) (a company incorporated in Malaysia).

CCMI means CCM International Sdn. Bhd. (Malaysian Company No . 45218-A) (a company incorporated in Malaysia).

Company means CI Resources Limited (ACN 006 788 754).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means th e explan atory statem ent accom panying th e Notice of Meeting.

General Meeting means the meeting convened by the Notice of Meeting.

Independent Expert means RSM Bird Cameron.

Independent Expert’s Report means the Independent Expert’s Report prepared by RSM Bird Cameron annexed to this Notice Meeting as Appendix A.

KST means Standard Time as observed in Kuala Lumpur, Malaysia.

Notice of Meeting or Notice of General Meeting me ans this no tice of g eneral m eeting including the Explanatory Statement.

Phosphate Product means bulk rock phosphate raw material and phosphate dust mined by PRL on Christmas Island, but excluding any chemically processed phosphate material.

PRL means Phosphate Resources Limited (ACN 009 396 543).

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

USD means US dollars.

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