PROSPECT RESOURCES LIMITED — AGM Information 2010

Oct 27, 2010

ACN 30 124 354 329

NOTICE OF ANNUAL GENERAL MEETING

PROXY FORM

EXPLANATORY MEMORANDUM

Date of Meeting Tuesday, 30 November 2010

Time of Meeting 11.00am

Place of Meeting CWA House 1176 Hay West Perth, WA 6005

IMPORTANT NOTICES

What You Should Do

STEP ONE

Read the Meeting Documentation

This is an important document. You should read all of the Meeting Document before deciding whether or not to approve any of the Resolutions. If you do not understand any of it, or are not sure what to do, please consult your legal or financial adviser immediately.

STEP TWO

Vote

If you are unable to attend the meeting in person, you should complete the Proxy Form and ensure that it (and any power of attorney under which it is signed) is received by Ethan's Share Registry at an address given below not later than 11.00am (WST) on Sunday, 28 November 2010. Proxy Forms received after that time will be invalid.

By mail:	Security Transfer Registars Pty LtdPO Box 535Applecross, WA 6953
By hand:	Suite 1770 Canning HighwayApplecross, WA 6953

By fax: +61 8 9315 2233

For details on how to complete the Proxy Form, please refer to the instructions in the Notice of Annual General Meeting and on the Proxy Form.

The Board recommends that you vote 'FOR' each of the Resolutions by completing the enclosed Proxy Form.

QUESTIONS

If you have any questions about any matter contained in this document, please contact Leonard Math on +61 8 9322 2700.

KEY DATES

Deadline for lodgement of Proxy Forms	Sunday 28 November 2010 at11.00am (WST)
Date and time for determining eligibility to vote	Sunday 28 November 2010 at11.00am (WST)
Date of Annual General Meeting	Tuesday 30 November 2010 at11.00am (WST)

ETHAN MINERALS LIMITED ACN 30 124 354 329

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Members of Ethan Minerals Limited ACN 30 124 354 329 ("Ethan/the Company") will be held at CWA House, 1176 Hay Street, West Perth, WA 6005 on Tuesday, 30 November 2010 AT 11.00am (WST).

AGENDA

ORDINARY BUSINESS

Annual Financial Report

To receive and consider the annual financial report of the Company and the reports of the Directors and the Auditors for the financial year ended 30 June 2010.

Resolution 1 - Adoption of Remuneration Report

To consider, and if thought fit, pass the following as an ordinary resolution:

"That the remuneration report forming part of the Company's 2010 Annual Report for the year end 30 June 2010, which accompanied the Notice of Annual General Meeting, be adopted."

Note – the vote on this resolution is advisory only and does not bind the Directors or the Company.

Resolution 2 - Re-election of Ms Julie Glanville as a Director

To consider, and if thought fit, pass the following as an ordinary resolution:

"That, Mr Julie Glanville, being a Director who retires by rotation in accordance with clause 14.4 of the Constitution and being eligible for re-election, is re-elected as a Director."

Resolution 3 – Re-election of Mr Douglas (Bill) O'Neill as a Director

To consider, and if thought fit, pass the following as an ordinary resolution:

"That, Mr Douglas (Bill) O'Neill, having been appointed as a Director since the last annual general meeting and who retires in accordance with clause 14.3 of the Constitution and being eligible for election, is re-elected as a Director."

Resolution 4 – Change of Auditor from PKF to Deloitte

To consider, and if thought fit, pass the following as an ordinary resolution:

"That Deloitte Touche Tohmatsu Australia, having been nominated for appointment as Ethan's auditor and having consented in writing to so act, be appointed as auditor of Ethan with such appointment to take effect from the later of the passing of this resolution and the time at which the resignation of PKF Australia Ltd as auditor takes effect."

Resolution 5 – Approval of Placement Facility

To consider, and if thought fit, pass the following as an ordinary resolution:

"That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the placement of 30,000,000 Shares at an issue price of at least 80% of the average market price of Shares calculated over the last 5 days on which sales in Shares were recorded prior to the issue, to sophisticated and professional investors, on the terms and conditions set out in the Explanatory Statement."

Short Explanation: Shareholder approval is sought for the placement of 30,000,000 Shares at an issue price of at least 80% of the average market price of Shares calculated over the last 5 days on which sales in Shares were recorded prior to the issue, to sophisticated and professional investors.

Voting Exclusion: The Company will disregard any votes from a 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. However the Company need not disregard any vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 6 – Approval for the Issue of Options to Mr Douglas (Bill) O'Neill

To consider, and if thought fit, pass the following as an ordinary resolution:

"That the issue of 1,500,000 Options to Bill O'Neill, and the issue of Shares following exercise of such Options to Bill O'Neill be approved for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act and for all other purposes, on the terms set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Bill O'Neill and any of his 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.

ENTITLEMENT TO VOTE

1. Snapshot Date

It has been determined that under regulation 7.11.37 of the Corporations Regulations, for the purposes of the Annual General Meeting, Shares will be taken to be held by the persons who are the registered holders at 11.00am (WST) on Sunday, 28 November 2010. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

PROXY

A Member entitled to attend and to vote at the Annual General Meeting is entitled to appoint a proxy to attend and to vote instead of the Member. The proxy need not be a Member and can be an individual or a body corporate.

If a Member appoints a body corporate as a proxy, that body corporate will need to ensure that it:

• appoints an individual as its corporate representative to exercise its powers at the Annual General Meeting, in accordance with section 250D of the Corporations Act; and
• provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the Annual General Meeting.

If such evidence is not received before the Annual General Meeting, then the body corporate (through its representative) will not be permitted to act as a proxy.

Members are entitled to appoint up to two individuals to act as proxies to attend and vote on their behalf. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Member's voting rights.

A proxy must be signed by the Member or his/her attorney duly authorised in writing or, if the Member is a corporation, under its common seal or under the hand of an authorised officer or attorney. The Proxy Form and the power of attorney or other authority (if any) under which the Proxy Form is signed, or a copy or facsimile which appears on its face to be an authentic copy of that proxy, power or authority, must be returned to Ethan's Share Registry at an address given below by no later than 11.00am (WST) on Sunday, 28 November 2010:

By mail:	Security Transfer Registars Pty LtdPO Box 535Applecross, WA 6953
By hand:	Suite 1770 Canning HighwayApplecross, WA 6953

By fax: +61 8 9315 2233

A Proxy Form accompanies this Notice of Annual General Meeting.

If the Shares are registered in the name of more than one person, all such Members must sign the Proxy Form.

To be valid, a Proxy Form and the Power of Attorney under which it is signed or proof thereof must be to the satisfaction of the Directors.

BY ORDER OF THE BOARD

Dated 27 October 2010

Leonard Math Company Secretary

ETHAN MINERALS LIMITED

ACN 30 124 354 329

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is for the information of Members in connection with Resolutions to be considered at the Annual General Meeting of the Company to be held on Tuesday, 30 November 2010 at 11.00am (WST). If Members are in doubt as to how they should vote, they should seek advice from their professional advisors before voting.

Ordinary Business

Annual Financial Report

The Corporations Act requires the reports of the Directors and auditors and the annual financial report, including the financial statements of the Company for the year ended 30 June 2010, to be laid before the Annual General Meeting, but does not require a formal resolution on the financial statements or reports. However, provision will be made at the Annual General Meeting for Members to question the Directors and the Auditor should they wish to do so regarding, among other things, the conduct of the audit, the independence of the Auditor, preparation and content of the reports and accounting policies of the Company.

Resolution 1 – Adoption of Remuneration Report

Section 250R of the Corporations Act requires a listed company to put to its members at each annual general meeting a resolution adopting the report on the remuneration of the Company's Directors, Executives and Senior Managers included in the Company's annual report. Resolution 1 is being proposed to comply with this requirement. The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Note - A reasonable opportunity will be provided for discussion of the remuneration report at the AGM.

Resolution 2 – To Re-elect Ms Julie Glanville as a Director

The Constitution requires that one third of the Directors in office (other than a Managing Director) must retire by rotation at each annual general meeting of the Company. Ms Glanville therefore retires at the forthcoming Annual General Meeting in accordance with the Constitution and being eligible, has offered herself for reelection.

Board Recommendation

The Board, with Ms Glanville abstaining, unanimously recommends that Members vote to approve Resolution 2.

Resolution 3 – To Re-elect Mr Douglas (Bill) O'Neill as a Director

Mr O'Neill was appointed a Director since the last annual general meeting. The Constitution provides that any Director appointed since the last annual general meeting holds office only until this meeting and is then eligible for election. Mr O'Neill therefore offers himself for election.

Board Recommendation

The Board, with Mr O'Neill abstaining, unanimously recommends that Members vote to approve Resolution 3.

Resolution 4 – Change of Auditor

The Company's existing auditors, PKF Australia Ltd, Chartered Accountants and Business Advisers (PKF), have applied to the Australian Securities and Investment Commission for consent to resign as auditor of the Company with effect from the date of the Annual General Meeting.

Pursuant to section 328(1) of the Corporations Act, a Member, Mr Graham Anderson, has nominated Deloitte Touche Tohmatsu Australia (Deloitte) as the new auditor of the Company. A copy of the notice of nomination is set out in the Annexure to this Explanatory Memorandum. The Directors have invited Deloitte to act as the new auditors of the Company. Deloitte has consented to act as auditors of the Company.

In accordance with section 327B(1)(b) of the Corporations Act, the appointment of Deloitte as auditors of the Company, subject to the resignation of PKF Australia Ltd taking effect, is put to Members for approval.

Resolution 5 – Approval of Placement Facility

Introduction

Resolution 5 seeks Shareholder approval for the issue of up to 30,000,000 Shares at an issue price of at least 80% of the average market price of Shares calculated over the last 5 days on which sales in Shares were recorded prior to the issue, to sophisticated and professional investors,.

None of the subscribers under the Share Placement will be related parties of the Company.

Under the ASX Listing Rules the company may not issue shares or options over unissued shares, comprising more than 15% of its issued share capital, in any 12 month period without shareholder approval. This is subject to limited exceptions. For this reason shareholder approval is sought for the proposed issue of shares under the placements.

Information required by Listing Rule 7.3

In accordance with Listing Rule 7.3 the following information is provided:

• (a) the maximum number of Shares to be issued under Resolution 5 is 30,000,000;
• (b) the Shares to be issued under Resolution 5 will be allotted and issued progressively to a small number of investors, mainly fund managers and institutional investors, who are not related parties of the Company, however the Directors will make that determination based on market conditions and investor appetite. The Shares will be allotted not later than three months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules);
• (c) the Shares will be issued at a price of at least 80% of the average market price of Shares calculated over the last 5 days on which sales in Shares were recorded before the issue was made;
• (d) the Shares are fully paid ordinary Shares and will rank equally with all existing Shares on issue; and

the funds raised will be used in partial satisfaction of the Company's obligations to provide funding for the company's manganese prospect in Zambia, further exploration programs at the Mary Springs Project, for the evaluation of new projects, and as general working capital.

Board Recommendation

The Board, unanimously recommends that Members vote to approve Resolution 5.

Resolution 6 – Approval for the Issue of Options to Mr Douglas (Bill) O'Neill

1.1 General Background

Shareholders are being asked to approve Resolution 6 in connection with the issue of Options to Mr Bill O'Neill ("DO") as Director of the Company. A total of 1,500,000 Options to subscribe for shares at $0.23 each on or before 30 November 2015 will be issued to DO.

DO is a related party for the purposes of the Corporations Act. Resolution 6 is therefore required to be passed before the issues can proceed.

1.2 Approval of the Issue of Securities

The Resolution seek shareholder approval in order to comply with the requirements of ASX Listing Rule 10.13 and section 208 of the Corporations Act. If approval is given by shareholders under Listing Rule 10.13 (as an exception to Listing Rule 10.11), separate shareholder approval is not required under Listing Rule 7.1.

Each of these requirements is addressed below.

1.3 ASX Listing Rule 10.11

Under Resolution 6, the Company seeks approval from Shareholders for the issue of a total of 1,500,000 Options to DO who by virtue of his position as Director of the Company is therefore regarded as related party of the Company.

Listing Rule 10.11 provides that a company must not issue equity securities (including options to acquire shares) to a director of the company unless the issue has been approved by shareholders by ordinary resolution.

The Options will be granted for nil consideration, exercisable at $0.23 each on or before 30 November 2015. A total of 1,500,000 Options may be issued if Resolution 6 is approved. The Options will provide an incentive to DO to enhance the future value of the Shares, for the benefit of all Shareholders. The Company will issue the Options under Resolution 6 within one month after Shareholder approval.

The Company will raise a total of $345,000 if all the Options are exercised and Shares are subscribed for during the exercise period. These funds will be used to fund the evaluation, acquisition and exploration of existing and additional projects and general working capital requirements. There is no guarantee that the Options will be exercised at any time.

The Company intends to issue the Options the subject of these Resolutions as soon as practicable following the General Meeting, and in any event, no later than 1 month after the general meeting.

The Options will be issued on the terms and conditions set out in Annexure B to this Explanatory Statement. The Company will not apply to ASX for Official Quotation of the Options.

1.4 Section 208 Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. The issue of the Director Options contemplated by Resolution 6 constitutes the provision of a financial benefit to related parties. Section 229 of the Corporations Act includes as an example of a financial benefit, the issuing of securities or the granting of an option to a related party.

A "related party" is widely defined under the Corporations Act, and includes Directors of the Company. DO is a related party of the Company for the purposes of section 229 of the Corporations Act.

A "financial benefit" is construed widely and in determining whether a financial benefit is being given, section 229 of the Corporations Act requires that any consideration that is given is disregarded, even if the consideration is adequate. It is necessary to look at the economic and commercial substance and the effect of the transaction in determining the financial benefit.

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a related party of the Company unless either:

• 1. the giving of the financial benefit falls within one of the exceptions to the provision;
• or 2. prior shareholder approval is obtained to the giving of the financial benefit.

1.5 Information Requirements

For the purposes of Chapter 2E, DO is a related party of the Company.

For the purposes of section 219 of the Corporations Act the following information is provided to shareholders to enable them to assess the merits of the resolution.

1.6 The Related Party to Whom the Proposed Resolutions Would Permit the Benefit to be Given

Douglas (Bill) O'Neill ("Related Party").

1.7 The Nature of the Financial Benefit

The proposed financial benefit to be given is the issue of a total of 1,500,000 Options to the Related Party as specified in the table below. Options will be issued on the terms set out in Annexure B to this Explanatory Statement.

The Company currently has on issue 71,820,250 Shares and 14,961,000 unlisted Options. On the assumption that all of the existing Options (unless otherwise specified) are not exercised, the Relevant Interests of the Related Party is set out in the table below. Using the same assumption and further assuming:

• (a) the Related Party exercise his existing Options;
• (b) the Related Party exercise the Options to be issued under Resolution 6; and
• (c) no more Shares or Options are issued exercised by the Company,

("Assumptions"), the Relevant Interests of the Related Party in Shares before and after the transactions described in this Notice of Meeting is set out in the Relevant Interests Table below:

RELEVANTPARTY WITHRELEVANTINTERESTS	NUMBEROFSHARESHELD ASAT THEDATE OFNOTICEOFMEETING	SHARESHELD ASAT THEDATE OFNOTICEOFMEETING%	NUMBER OFOPTIONSHELD AS ATTHE DATEOF NOTICEOF MEETING	OPTIONSHELD ASAT THEDATE OFNOTICEOFMEETING%	NUMBEROFOPTIONSTO BEISSUED	OPTIONSTO BEISSUED%	NUMBER OFSHARES ONISSUE(BASED ONASSUMPTIONS)	SHARES ONISSUE (BASEDONASSUMPTIONS)%
DOUGLASO'NEILL	20,000	0.028	-	-	1,500,000	100	1,520,000	2.07

If the Options to be issued under Resolution 6 is exercised (but assuming that existing Options held by the Related Party is not exercised), the Company's issued share capital will increase by 1,500,000 Shares representing 2.08% of the issued share capital of the Company on a fully diluted basis, diluting the shareholders by a corresponding amount.

1.8 Directors' Recommendations

Mr Fitzgerald and Ms Glanville do not have a material personal interest in Resolution 6 and recommend that the non-associated Shareholders vote in favour of this Resolution 6 because they believe that the issue of the Options to Mr O'Neill is in the best interests of the Company as it will provide an incentive to increase the value of Shares, for the benefit of all Shareholders.

Mr O'Neill declines to make a recommendation to Shareholders in relation to Resolution 6 because he has a material personal interest in the outcome of Resolution 6.

1.9 Other Information that is Reasonably Required by Members to Make a Decision and that is Known to the Company or any of its Directors

It is a requirement of ASIC that a dollar value be placed on the Options to be issued to the Related Party.

The Black-Scholes option price calculation method is regarded as acceptable by ASIC as a valuation model where the Placement Options cannot be readily valued by some other means.

In determining the dollar value for the Options, the Company is required to disclose the following assumptions made:

• a) the Options are to be exercisable at 23 cents each;
• b) the Options are to be exercised on or before 30 November 2015;
• c) price volatility of the Shares is approximately 100%;
• d) no discount has been allowed notwithstanding their unlisted status;
• e) the Share price at the date of preparing this Notice of meeting is 22 cents per Share; and
• f) the average current risk free interest rate is 4.5%.

On this basis, the implied "value" being received by each Related Party is 16.71 cents per Option. The implied "value" being received by the Related Party for the Options is as follows:

Related Party	Value
Douglas O'Neill	$250,650

If the Options the subject of resolution 6 are all exercised, the Company will receive $345,000.

The Related Party who is a Director make the following additional disclosure.

The relevant Director's base salaries per annum (including superannuation), or consulting fees and the total financial benefit to be received by them to 30 June 2011, when added to the implied "value" to be received by the director as a result of the issue of Options the subject of resolution 6 are as follows:

Director	Description	($) p.a.	Value ofOptions tobe Issued($)	TotalFinancialBenefit($)
DouglasO'Neill	Chairman's fee	120,000	250,650	370,650

1.10 Trading History

Over the last 12 months the Shares have traded between 12.0 cents per Share (lowest) and 54.0 cents per Share (highest). The latest trading price available at the time of preparing this Notice of Meeting was 22 cents per Share.

There is a potential benefit that accrues to DO if the market trading price of the Shares issued following exercise of the Options exceeds the exercise price. This benefit would accrue on the sale of the Shares for an amount in excess of the exercise price.

Definitions

Annual General Meeting means the annual general meeting of Company to be held on Tuesday, 30 November 2010 at 11.00am (WST) at CWA House, 1176 Hay Street, West Perth, WA 6005 to consider and, if thought fit, pass the Resolutions;

ASX means ASX Limited;

ASX Listing Rules means the listing rules of ASX Limited;

ASX Settlement Operating Rules means the operating rules of ASX Settlement Pty Ltd and, to the extent that they are applicable, the operating rule of ASX and the operating rules of ASX Clear Pty Limited;

Board means the board of Directors;

Ethan or the Company means Ethan Minerals Limited ACN 30 124 354 329;

Corporations Act means the Corporations Act 2001 (Cth);

Constitution means the constitution of the Company;

Director means a director of the Company;

Explanatory Memorandum means the explanatory memorandum accompanying the Notice of Annual General Meeting contained in this Meeting Documentation;

Meeting Documentation means this document comprising of the Notice of Annual General Meeting, Explanatory Memorandum and the Proxy Form;

Member means a holder of a Share;

Non-Executive Director means a Director who is not also an employee of the Company;

Notice of Annual General Meeting means the notice of meeting which is enclosed in the Meeting Documentation;

Proxy Form means the proxy form for the Annual General Meeting contained in this Meeting Documentation;

Resolution means a resolution set out in the Notice of Annual General Meeting; and

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

Annexure A

1 October 2010

Leonard Math Secretary Ethan Minerals Limited Suite 24 443 Albany Highway Victoria Park, WA 6100

Dear Mr Math,

I, Graham Anderson, being a member of Ethan Minerals Limited ACN 30 124 354 329 (Company), hereby nominate Deloitte Touche Tohmatsu Australia for appointment as auditor of the Company.

Yours sincerely

Graham Anderson

Annexure B

TERMS AND CONDITIONS OF OPTIONS

• (a) Each option entitles the holder to subscribe for and be allotted one ordinary fully paid share in the capital of the company.
• (b) The options are exercisable at 23 cents each.
• (c) The options will expire on 30 November 2015 (the "Expiry Date").
• (d) Subject to condition (g), the options are exercisable at any time on or prior to the Expiry Date by notice in writing to the directors of the company accompanied by payment of the exercise price.
• (e) The options are non transferable.
• (f) All shares issued upon exercise of the options will rank pari passu in all respects with the company's then existing ordinary fully paid shares. The company will apply for Official Quotation by the ASX of all shares issued upon exercise of the options.
• (g) There are no participating rights or entitlements inherent in the options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the options. However, if from time to time on or prior to the Expiry Date the company makes an issue of new shares to the holders of ordinary fully paid shares, the company will send a notice to each holder of options at least nine (9) Business Days before the record date referable to that issue. This will give Optionholders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue.
• (h) If from time to time on or prior to the Expiry Date the company makes an issue of shares to the holders of ordinary fully paid shares in the company by way of capitalisation of profits or reserves (a bonus issue), then upon exercise of their options, Optionholders will be entitled to have issued to them (in addition to the shares which would otherwise be issued to them upon such exercise) the number of shares of the class which would have been issued to them under that bonus issue (bonus shares) if on the record date for the bonus issue they had been registered as the holder of the number of shares of which they would have been registered as holder if, immediately prior to that date, they had duly exercised their options and the shares the subject of such exercise had been duly allotted and issued to them. The bonus shares will be paid up by the company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares allotted upon exercise of the options.
• (i) There is no right to a change in the exercise price of the options or to the number of shares over which the options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the options.
• (l) In the event of any reorganisation of the issued capital of the company on or prior to the Expiry Date, the rights of an Optionholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules in force at the time of the reorganisation.

ETHAN MINERALS LIMITED Proxy Form

Shareholder Details

Name:………………………………………………………………………………………………………………………………………….
Address:………………………………………………………………………………………………………………………………………

Contact Telephone

No:……………………………………………………………………………………………………………………. ………..………...

Contact Name (if different from above):

………………………………………………………………………………................................ .

Appointment of Proxy

I/We being a shareholder/s of …………………….............................................……… shares issued by Ethan Minerals Limited and entitled to attend and vote hereby appoint

The Chairmanof the meetingOR(mark with an'X')		Write here the name of the personyou are appointing if this person issomeone other than the Chairman ofthe Meeting.
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or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to attend and act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 11.00am (WST) on Tuesday, 30 November 2010 at CWA House, 1176 Hay Street, West Perth WA 6005 and at any adjournment of that meeting.

IMPORTANT

If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote, please place a mark in this box with an 'X'. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of the resolutions and that votes cast by him, other than as a proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on the resolutions and your votes will not be counted in computing the required majority if a poll is called. The Chairman of the Meeting intends to vote undirected proxies in favour of each resolution.

Voting directions to your proxy – please mark to indicate your directions

	Abstain
For	Against

*If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Appointment of a second proxy (see instructions overleaf)

If you wish to appoint a second proxy, state the % of your voting rights applicable to the proxy appointed by this form

%
---

PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented

Individual or Shareholder 1	Shareholder 2	Shareholder 3
Sole Director and	Director	Director/Company Secretary

Sole Company Secretary

How to complete this Proxy Form

Your Name and Address

Please print your name and address as it appears on your holding statement and the company's share register. If shares are jointly held, please ensure the name and address of each joint shareholder is indicated. Shareholders should advise the company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the company.

Votes on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each Resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any Resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given Resolution, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by photocopying this form.

To appoint a second proxy you must on each Proxy Form state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual:	where the holding is in one name, the holder must sign.
Joint Holding:	where the holding is in more than one name, all of the shareholders should sign.
Power of Attorney:	to sign under Power of Attorney, you must have already lodged this document with the company'sshare registry. If you have not previously lodged this document for notation, please attach acertified photocopy of the Power of Attorney to this form when you return it.
Companies:	where the company has a Sole Director who is also the Sole Company Secretary, this form mustbe signed by that person. If the company (pursuant to section 204A of the Corporations Act2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise thisform must be signed by a Director jointly with either another Director or a Company Secretary.Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting a "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the meeting (i.e. no later than 11.00am (WST) on 28 November 2010). Any Proxy Form received after that time will not be valid for the scheduled meeting.

This Proxy Form (and any Power of Attorney and/or second Proxy Form) may be sent or delivered to the Company's registered office at Suite 24, 443 Albany Highway, Victoria Park 6100 WA

Or

Faxed to the Company on (08) 9362 2805