PROSPECT RESOURCES LIMITED — Proxy Solicitation & Information Statement 2010

Jun 10, 2010

ETHAN MINERALS LIMITED

NOTICE OF MEETING AND EXPLANATORY STATEMENT

Meeting to be held at CWA House 1176 Hay Street West Perth WA 6005 on 13 July 2010 commencing at 11.00am

This Notice of Meeting and Explanatory Statement should be read in its entirety.

If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

NOTICE OF MEETING

Notice is given that a general meeting of Ethan Minerals Limited (Company) will be held at CWA House 1176 Hay Street West Perth WA 6005 on 13 July 2010 commencing at 11.00am (WST).

The proxy form forms part of this Notice of Meeting.

1 RESOLUTION 1 – RATIFICATION OF ISSUE OF SECURITIES TO PRECINCT EIGHT PTY LIMITED

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

"That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders approve the ratification of the issue of 500,000 Shares and 2,000,000 Options to Precinct Eight Pty Ltd on the terms and conditions set out in the Explanatory Statement."

Short Explanation: Shareholder approval is sought to ratify the issue of 500,000 Shares and 2,000,000 Options to Precinct Eight Pty Ltd as announced to ASX on 8 December 2009.

Voting Exclusion: For the purposes of Listing Rule 7.4, the Company will disregard any votes cast by any person who participated in the issue. 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.

2 RESOLUTION 2 – APPROVAL OF SHARE ISSUE TO KEN FITZGERALD

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

"That, for the purpose of Listing Rule 10.11 and for all other purposes, approval is given to issue 800,000 Shares to Ken Fitzgerald, a Director, in satisfaction of services provided by Ken Fitzgerald on the terms and conditions set out in the Explanatory Statement."

Short Explanation: Shareholder approval is sought to issue 800,000 Shares to Ken Fitzgerald, a Director, in satisfaction of services performed by Ken Fitzgerald to the Company.

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by Ken Fitzgerald. 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.

3 RESOLUTION 2 – APPROVAL OF SHARE ISSUE TO JULIE GLANVILLE

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

"That, for the purpose of Listing Rule 10.11 and for all other purposes, approval is given to issue 800,000 Shares to Julie Glanville, a Director, in satisfaction of services provided by Julie Glanville on the terms and conditions set out in the Explanatory Statement."

Short Explanation: Shareholder approval is sought to issue 800,000 Shares to Julie Glanville, a Director, in satisfaction of services performed by Julie Glanville to the Company.

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by Julie Glanville. 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.

4 RESOLUTION 4 – RATIFICATION OF SHARE PLACEMENT

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 6,500,000 Shares on the terms and conditions set out in the Explanatory Statement.

Voting Exclusion: The Company will disregard any votes from a person who participated in the issue. 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.

5 RESOLUTION 5 – APPROVAL OF PLACEMENT FACILITY

To consider, and if thought fit to pass, with or without amendment, the following resolution 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.

6 RESOLUTION 6 – APPROVAL OF SHARE ISSUE TO KEITH RIDLEY

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

"That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 750,000 Shares to Keith Ridley on the terms and conditions set out in the Explanatory Statement."

Short Explanation: Shareholder approval is sought to approve the issue of 750,000 Shares to Keith Ridley.

Voting Exclusion: For the purposes of Listing Rule 7.1, the Company will disregard any votes cast by Keith Ridley. 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.

7 RESOLUTION 7 – APPROVAL OF ISSUE OF SECURITIES TO CONSULTANT

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

"That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 2,000,000 Consultant Options to DW Financial Pty Ltd and/or their nominees on the terms and conditions set out in the Explanatory Statement."

Short Explanation: Shareholder approval is sought to approve the issue of 2,000,000 Consultant Options to DW Financial Pty Ltd.

Voting Exclusion: For the purposes of Listing Rule 7.1, the Company will disregard any votes cast by any person who will participate in the issue or any of their associates. 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.

EXPLANATORY STATEMENT

The Explanatory Statement accompanying this Notice of Meeting is incorporated in and comprises part of this Notice of Meeting.

Shareholders are specifically referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used both in this Notice of Meeting and the Explanatory Statement.

PROXIES

Please note that:

• (a) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy;
• (b) a proxy need not be a member of the Company; and
• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

CORPORATE REPRESENTATIVE

Any corporate Shareholder who has appointed a person to act as its corporate representative at the meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company and/or registry in advance of the meeting or handed in at the meeting when registering as a corporate representative. An appointment of corporate representative form is enclosed if required.

"SNAP SHOT" TIME

The Directors have determined that all Shares of the Company that are quoted on ASX at 5pm WST on 11 July 2010 shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the Shares at that time.

BY ORDER OF THE BOARD OF DIRECTORS

Graham Douglas Anderson Chairman Ethan Minerals Limited

10 June 2010

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company's general meeting to be held on 13 July 2010.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions.

This Explanatory Statement should be read in conjunction with the Notice of Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary.

1 RESOLUTION 1 – RATIFICATION OF ISSUE OF SECURITIES TO PRECENT EIGHT PTY LIMITED

1.1 Background

On 8 December 2009 the Company announced that it had entered into a Corporate Services agreement with Precinct Eight Pty Ltd and that as part consideration of services to be performed pursuant to this agreement the Company had issued 500,000 Shares and 2,000,000 Options to subscribe for shares in the Company at a price of $0.23 per share at any time before 8 December 2011.

1.2 Listing Rule 7.4

Listing Rule 7.1 provides that the prior approval of Shareholders is required for an issue of securities if the securities will, when aggregated with the securities issued by a company during the previous 12 months, exceed 15% of the number of securities on issue (with certain exceptions).

Listing Rule 7.4 allows issues of securities made without approval under Listing Rule 7.1 to be treated as having been made with approval for the purpose of Listing Rule 7.1 if:

• (a) the issue did not breach Listing Rule 7.1; and
• (b) the company's members subsequently approve it.

Accordingly, under Resolution 1, the Company seeks Shareholder approval for the purposes of Listing Rule 7.4 for the issue of 500,000 Shares and 2,000,000 Options as announced on 8 December 2009 to ensure that the Company does not use up or exceed its 15% capacity and retains the capacity to issue further securities.

1.3 Information required by Listing Rule 7.5

In accordance with Listing Rule 7.5, the following information is given to Shareholders:

• (a) 500,000 Shares and 2,000,000 Options were issued;
• (b) the Shares were issued at a deemed price of $0.20 per Share and the Options have no issue price;
• (c) the Shares were issued as fully paid and rank equally with the existing Shares on issue;
• (d) the Shares and options were issued to Precinct Eight Pty Ltd; and
• (e) the securities were issued in consideration for services provided by Precinct Eight Pty Ltd and no funds were raised from the issue.

2 RESOLUTIONS 2 AND 3 – APPROVAL OF SHARE ISSUE TO KEN FITZGERALD AND JULIE GLANVILLE

2.1 Introduction

As set out in the Company's prospectus dated 9 October 2009, the Company has reached a settlement with Fitzgerald and Glanville ("Debt Settlement Agreement") in relation to services they provided to the Company prior to it gaining admission to ASX. Fitzgerald and Glanville claimed $766,534.58. Under the Debt Services Agreement (which was conditional upon ASX listing), Fitzgerald and Glanville agreed to receive cash and Shares in full satisfaction of their claim; the amount to be received to be determined by the amount raised under the Company's initial public offer.

The Company raised $5,000,000 under its initial public offer, and it is obliged to:

• (a) pay $100,000; and
• (b) issue 800,000 Shares,

to each of Fitzgerald and Glanville.

Accordingly, Resolutions 2 and 3 seek Shareholder approval to issue 800,000 Shares to each of Fitzgerald and Glanville for the purposes of Listing Rule 10.11 (and for all other purposes) in accordance with the Debt Settlement Agreement.

If Shareholders do not approve the issue of Shares under Resolutions 2 and 3, then the outstanding portion of the debt will be paid in quarterly installments to Fitzgerald and Glanville over a 24 month period.

2.2 Listing Rule 10.11

Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party unless an exception in Listing Rule 10.12 applies.

Fitzgerald and Glanville are Directors and hence related parties of the Company and Shareholder approval under Listing Rule 10.11 must be obtained to issue 800,000 Shares to each of Fitzgerald and Glanville.

2.3 Information required by Listing Rule 10.13

In accordance with the requirements of Listing Rule 10.13, the following information is provided in relation to the proposed issue of Shares to W Fitzgerald and Glanville:

• (a) 800,000 Shares are to be issued to each of Fitzgerald and Glanville;
• (b) the maximum number of Shares to be issued is 1,600,000;
• (c) the Shares will be issued no later than one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated that the Shares will be issued on one date;
• (d) the Shares are fully paid ordinary shares and will rank equally with all existing Shares on issue and have a deemed issue price of $0.20 per Share; and
• (e) the Shares will be issued in accordance with the Debt Settlement Agreement for nil cash consideration and, accordingly no funds will be raised.

Pursuant to Listing Rule 7.1 (Exception 14), approval under Listing Rule 7.1 is not required in order to issue Shares under Resolution 2 as approval is being obtained under Listing Rule 10.11. Accordingly, the issue of Shares under Resolutions 2 and 3 will not be included in the 15% calculation of the Company's annual placement capacity pursuant to Listing Rule 7.1, if Resolutions 2 and 3 are approved by Shareholders.

2.4 Board Recommendation

The Directors who do not have a material interest in Resolutions 2 and 3:

• (a) recommend that Shareholders vote in favour of Resolution 2 and 3; and
• (b) have determined that the proposed issue of Shares falls within the exceptions set out in Sections 210 to 216 of the Corporations Act and therefore Chapter 2E of the Corporations Act does not apply to the issue.

3 RESOLUTION 4 – RATIFICATION OF ISSUE OF SECURITIES

3.1 Background

In the previous 12 months, the Company has issued equity securities to the parties detailed below.

Listing Rule 7.1 provides that a company must not, without prior approval of Shareholders, issue securities if the securities will in themselves or when aggregated with the securities issued by a company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 states that an issue by a company of securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and the company's members subsequently approve it.

Under this resolution, the Company seeks from Shareholders approval for, and ratification of, the issues of securities set out below so as to limit the restrictive effect of Listing Rule 7.1 on any further issues of securities in the next 12 months.

Details of the Shares issued are set out in the table below. They comprise 9.48% of the Company's share capital. Shares issued are fully paid ordinary Shares and rank equally with all existing Shares on issue.

Date of Issue	Allottee	Issue Price	Number of SharesIssued
10 June 2010	Varioussophisticatedinvestor clients ofDW Financial PtyLtd	32 cents	6,500,000

Listing Rule 7.5 requires the following information to be given to Shareholders:

The funds raised are to provide additional working capital for the Company and the Indonesia operations as well as to develop the potential manganese prospects identified in Zambia in the Joint Venture with Eagle Eye Mining Zambia Limited ("Eagle Eye") announced on the 20 May 2010.

The Board believes that the ratification of this issue is beneficial for the Company. The Board recommends Shareholders vote in favour of Resolution 4 as it allows the Company to ratify the above issue of Shares and retain the flexibility to issue further securities representing up to 15% of the Company's share capital during the next 12 months. The Chairman intends to vote undirected proxies in favour of this resolution.

4 RESOLUTION 5 – APPROVAL OF PLACEMENT FACILITY

4.1 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.

4.2 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
• (e) the funds raised will be used in partial satisfaction of the Company's obligations to provide funding for the company's Tiger Gold Project, the manganese prospect JV in Zambia, further exploration programs at the Mary Springs Project, for the evaluation of new projects, and as general working capital.

5 RESOLUTION 6 – RATIFICATION OF ISSUE OF SECURITIES TO KEITH RIDLEY

5.1 Background

To allow exploration over its projects, the Company has negotiated access agreements with the owners of Queen Victoria Crown Grants 312, 334, 368 and 831.

To acknowledge the services provided by Keith Ridley in assisting the Company in securing these access agreements and to as an incentive for potential future services, the Company has agreed to issue 750,000 Shares to Mr Ridley.

5.2 Listing Rule 7.1

Under Resolution 6, the Company seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 750,000 Shares at a deemed price of $0.35 per Share to ensure that the Company does not use up or exceed its 15% capacity and retains the capacity to issue further Shares.

5.3 Information required by Listing Rule 7.3

In accordance with Listing Rule 7.3, the following information is given to Shareholders:

(a) 750,000 Shares will be issued;

• (b) the Shares will be issued as soon as practicable and no 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) and it is anticipated that the Shares will be issued on one date;
• (c) the Shares will be issued for a deemed issue price of $0.35;
• (d) the Shares will be issued to Keith Ridley or his nominee;
• (e) the Shares will be issued as fully paid and will rank equally with the existing Shares on issue; and
• (f) the Shares will be issued in consideration of Mr Ridley providing services to secure access agreements, and no funds will be raised from the issue.

6 RESOLUTION 7 – APPROVAL OF ISSUE OF OPTIONS TO CONSULTANTS

6.1 Background

In March 2010 the Company agreed, subject to Shareholder approval, to issue up to a total of 2,000,000 Options on the terms in as set out in this Explanatory Statement ("Consultant Options") as follows:

Allottee	Number of Consultant Options
DW Financial Pty Ltd	2,000,000

Resolution 7 seeks Shareholder approval for the allotment and issue of these Consultant Options.

The effect of Resolution 7 will be to allow the Directors to issue the Consultant Options without using the Company's 15% annual placement capacity.

6.2 Information required by Listing Rule 7.3

In accordance with Listing Rule 7.3, the following information is given to Shareholders:

• (a) the maximum number of Consultant Options to be granted is 2,000,000;
• (b) the Consultant Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
• (c) the Consultant Options will be issued as an incentive to the grantees and for nil cash consideration;
• (d) the Consultant Options will be allotted and issued to DW Financial Pty Ltd and/or their nominees;
• (e) the Consultant Options will be issued on the terms and conditions set out in Annexure "A".

ANNEXURE "A" – Terms and Conditions of Consultant's Options

• 1. The Options shall expire 2 years from the date of issue ("Expiry Date").
• 1. Each Option shall confer the right to subscribe for one fully paid ordinary share, ranking pari passu with the fully paid ordinary shares of the Company on issue at the date of allotment of such shares.
• 1. The exercise price for each Option shall be 23 cents.
• 1. The Options will not be listed for Official Quotation on ASX and may be transferred to related entity at any time in whole or part.
• 1. A certificate will be issued for the Options ("Option Certificate"). On the reverse side of the Option Certificate there will be endorsed a statement of the rights of the optionholder and a notice that is to be completed when exercising the Options ("Exercise Notice"). If there is more than one Option comprised in this certificate and prior to the Expiry Date those Options are exercised in part, the Company will issue another certificate for the balance of the Options held and not yet exercised.
• 1. The Options shall be exercisable by completing and lodging the Exercise Notice set out in the Option Certificate at any time on or before the Expiry Date.
• 1. An option may only be exercised after that option has vested, after any conditions associated with the exercise of the option are satisfied and before its expiry date. The Board may determine the vesting period (if any). On the grant of an option the Board may in its absolute discretion impose other conditions on the exercise of an option.
• 1. If the Company enters into a scheme of arrangement, a takeover bid is made for the Company's Shares, or a party acquires a sufficient interest in the Company to enable them to replace the Board (or the Board forms the view that one of those events is likely to occur) then the Board may declare an option to be free of any conditions of exercise. Options which are so declared may be exercised at any time on or before they lapse.
• 1. 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, the Company will ensure that the record date for determining entitlements to any such issue will be at least 6 ASX Business Days after the issue is announced.
• 1. If the Company makes an issue of Shares to Shareholders by way of capitalisation of profits or reserves ("Bonus Issue"), each optionholder holding any options which have not expired at the time of the record date for determining entitlements to the Bonus Issue shall be entitled to have issued to him upon exercise of any of those options the number of Shares which would have been issued under the Bonus Issue ("Bonus Shares") to a person registered as holding the same number of Shares as that number of Shares to which the optionholder may subscribe pursuant to the exercise of those options immediately before the record date determining entitlements under the Bonus Issue (in addition to the shares which he or she is otherwise entitled to have issued to him or her upon such exercise).
• 1. In the event of any reconstruction (including a consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the expiry of any options, the number of options to which each optionholder is entitled or the exercise price of his or her options or both or any other terms will be reconstructed in a manner determined by the Board which complies with the provisions of the Listing Rules.

GLOSSARY

Annexure	an annexure to this Notice and Explanatory Statement.
ASX	ASX Limited.
Board	board of Directors.
Company	Ethan Minerals Ltd ACN 124 354 329
Consultant	DW Financial Pty Ltd
Consultant Option	has the meaning given in section 6.1 of the Explanatory Statement.
Corporations Act	Corporations Act 2001 (Cth).
Debt SettlementAgreement	has the meaning given in section 2 of the Explanatory Statement.
Director	director of the Company.
Explanatory Statement	the explanatory statement that accompanies the Notice.
Listing Rules	the Listing Rules of the ASX.
Meeting	the meeting convened by the Notice of Meeting.
Notice or Notice ofMeeting	this Notice of General Meeting.
Option	an option to acquire a Share.
Resolutions	the resolutions set out in the Notice of Meeting.
Share	fully paid ordinary share in the capital of the Company.
Shareholder	holder of a Share in the Company.
WST	Australian Western Standard Time

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 Ltd and entitled to attend and vote hereby appoint

The Chairmanof the meetingOR(mark with an'X')	Write here the name of the person youareappointingifthispersonissomeone other than the Chairman ofthe Meeting.
---------------------------------------------------------------	------------------------------------------------------------------------------------------------------------------------------------------------

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 General Meeting of Ethan Minerals Ltd to be held at CWA House 1176 Hay Street West Perth WA 6005 on 13 July 2010 at 11.00am (WST) 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'. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolutions 1 to 7.

Voting directions to your proxy – please markto indicate your directions
Special Business		For	Against	Abstain
	Resolution 1 – Ratification of issue of securities to Precent Eight Pty Limited
	Resolution 2 – Approval of Share issue to Ken Fitzgerald
	Resolution 3 – Approval of Share issue to Julie Glanville
	Resolution 4 – Ratification of Share Placement
	Resolution 4 – Approval of placement facility
	Resolution 6 – Ratification of issue of securities to Keith Ridley
	Resolution 7 – Approval of issue of Consultant Options

*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 thecompany's share registry. If you have not previously lodged this document for notation,please attach a certified photocopy of the Power of Attorney to this form when youreturn it.
Companies:	where the company has a Sole Director who is also the Sole Company Secretary, thisform must be signed by that person. If the company (pursuant to section 204A of theCorporations Act 2001) does not have a Company Secretary, a Sole Director can alsosign alone. Otherwise this form must be signed by a Director jointly with either anotherDirector or a Company Secretary. Please indicate the office held by signing in theappropriate 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 11 July 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