PTR MINERALS LTD — AGM Information 2006

Oct 29, 2006

Petratherm Ltd

105-106 Greenhill Road, Unley, South Australia 5061 Tel: +61 8 8274 5000 Fax: +61 8 8366 6056 Website www.petratherm.com.au Email admin@petratherm.com.au A.C.N. 106 806 884

25 October 2006

Dear Shareholder

ANNUAL GENERAL MEETING

I am pleased to invite you to attend the Annual General Meeting of Petratherm Ltd to be held at the Banksia Room, Hyatt Regency Adelaide, North Terrace, Adelaide, South Australia on Wednesday 29 November 2006 at 11.00 am.

If you are unable to attend the meeting in person, I encourage you to return the enclosed Proxy Form. The Proxy Form should be returned by post or faxed to the Company's Office or Share Registry so that it may be received by 11.00 am on Monday 27 November 2006.

Yours sincerely,

Ged Cath

DEREK CARTER CHAIRMAN

Encl.

Petratherm Ltd

105-106 Greenhill Road, Unley, South Australia 5061 Tel: +61 8 8274 5000 Fax: +61 8 8366 6056 Website www.petratherm.com.au Email admin@petratherm.com.au A.C.N. 106 806 884

EXPLANATORY NOTES

Introduction

These Explanatory Notes set out information in connection with the business to be considered at the Annual General Meeting of Shareholders proposed to be held at the Banksia Room, Hyatt Regency Adelaide, North Terrace, Adelaide, South Australia on Wednesday 29 November 2006 at 11.00 am.

The following items of ordinary business will be considered at the meeting.

Item 1: Receive and consider the Financial Statements for the year ended 30 June 2006

Shareholders should receive a copy of the Company's Annual Report for the year ended 30 June 2006 at the same time as this notice. Shareholders are asked to receive and consider these financial statements and the accompanying reports of the directors and auditors thereon.

Item 2 : To consider the re-election of Mr Derek Carter as a director of the Company

In accordance with the Company's Constitution Mr Derek Carter automatically retires from the conclusion of this meeting and being eligible, offers himself for re-election.

The resolution to be put to the meeting is:

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

"That Mr Derek Carter be re-elected as a director of the Company with effect from the conclusion of this meeting."

Resume of the candidate for re-election to the office of director is as follows:-

Derek Carter MSc, FAusIMM (CP) (Non-Executive Director, Chairman)

Derek Carter joined the board on 24 October 2003. He has over 31 years experience in exploration and mining geology and management. He held senior positions in the Shell Group of Companies and Burmine Limited before founding Minotaur Gold NL where he was managing director for 7 years. He was managing director of Minotaur Resources Ltd from February 2000 until its restructure in February 2005. He is managing director of Minotaur Exploration Ltd, is a board member of Mithril Resources Ltd and Toro Energy Ltd; is former President, and current Vice President of the South Australian Chamber of Mines and Energy, former board member of the Australian Gold Council, and is a Member of the South Australian Resources Development Board and the South Australian Minerals and Petroleum Experts Group.

Item 3 : To consider the re-election of Mr Simon O'Loughlin as a director of the Company

In accordance with the Company's Constitution Mr Simon O'Loughlin automatically retires from the conclusion of this meeting, and being eligible, offers himself for re-election.

The resolution to be put to the meeting is:

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

"That Mr Simon O'Loughlin be re-elected as a director of the Company with effect from the conclusion of this meeting."

Resume of the candidate for re-election to the office of director is as follows:-

Simon O'Loughlin, BA (Acc) (Non-Executive Director)

Simon O'Loughlin joined the board of directors on 24 October 2003. He is a legal practitioner with over 26 years experience as a corporate and commercial solicitor. He has had extensive involvement in the mining industry, especially in relation to the formation, structuring and listing of small and medium sized resources companies. He is a past chairman of the Taxation Institute of Australia (SA Division), and is currently chairman of Living Cell Technologies Ltd and WCP Diversified Investments Ltd and a non-executive director of Aura Energy Ltd, all of which are listed on the ASX. He is also a member of the Company's audit committee.

Item 4 : To approve the Remuneration Report

The resolution to be put to the meeting is:

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

"That the Remuneration Report, the details of which are contained within the Directors' Report of the Company's Annual Report, is hereby approved."

The Annual Report for the year ended 30 June 2006 contains a Remuneration Report which sets out the remuneration policy for the Group and reports the remuneration arrangements in place for the executive Director, specified Executives and non-executive directors. The report is set out in the Directors' Report of the Annual Report.

Under the provisions of the Corporations Act 2001, the shareholder vote is advisory only and will not require the Company to alter any arrangements detailed in the Remuneration Report, should the resolution not be passed. However, the Board has determined that it will take the outcome of the vote into consideration when reviewing the remuneration policy.

Interpretation

Terms defined in the Notice of Meeting have the same meaning in this Explanatory Statement.

Petratherm Ltd

105-106 Greenhill Road, Unley, South Australia 5061 Tel: +61 8 8274 5000 Fax: +61 8 8366 6056 Website www.petratherm.com.au Email admin@petratherm.com.au A.C.N. 106 806 884

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Petratherm Ltd will be held at the Banksia Room, Hyatt Regency Adelaide, North Terrace, Adelaide, South Australia on Wednesday 29 November 2006 at 11.00 am.

Ordinary Business

• $11$ To receive and consider the financial statements for the year ended 30 June 2006 and accompanying reports of the directors and auditor thereon.
• To consider the re-election of Mr Derek Carter who retires automatically as a director in accordance 21 with the Company's Constitution and being eligible, offers himself for re-election.
• 31 To consider the re-election of Mr Simon O'Loughlin who retires automatically as a director in accordance with the Company's Constitution and being eligible, offers himself for re-election.
• 4] To approve the Remuneration Report relating to directors and specified executives for the year ended 30 June 2006.

Further information in relation to these resolutions is set out in the Explanatory Notes which accompany and form part of this Notice of Meeting.

Proxies

Please note that:

• a member of the Company entitled to attend and vote at the Annual General Meeting is entitled to $(a)$ appoint a proxy;
• a proxy need not to be a member of the Company; and $(b)$
• a member of the Company entitled to cast two or more votes may appoint two proxies and may $(c)$ 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.

Dated this 25^th day October 2006

BY ORDER OF THE BOARD PETRATHERM LTD

Senala Axaptens

DONALD STEPHENS COMPANY SECRETARY

Voting

A Proxy Form is enclosed with this Notice.

Proxy Form

All correspondence to:

Computershare Investor Services Pty Limited GPO Box 1903 Adelaide South Australia 5001 Australia Enquiries (within Australia) 1300 556 161 (outside Australia) 61 3 94 15 4000 Facsimile 61 8 8236 2305 www.computershare.com

Securityholder Reference Number (SRN)

Appointment of Proxy

I/We being a member's of Petratherm Ltd and entitled to attend and vote hereby appoint

oetratherm

Petratherm Ltd

ACN 106 806 884

the Chairman of the Meeting 0R (mark with an 'X')

Mark this box with an 'X' if you have made any changes to your address details (see reverse)

If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions for if no directions have been given, as the proxy sees fil) at the Annual General Meeting of Petratherm Ltd to be held at the Banksia Room, Hyatt Regency Adelaide, North Terrace. A

Voting directions to your proxy - please mark

to indicate your directions

• $\ddagger$ . To receive and consider the financial statements for the year ended 30 June 2006
• $\overline{2}$ To consider the re-election of Mr Derek Carter as a director of the Company
• To consider the re-election of Mr Simon O'Loughlin as a director of the Company З
• To approve the Remuneration Report for the year ended 30 June 2006 4

The Chairman of the Meeting Intends to vote undirected proxies in favour of each item of business. If you mark the Abstain box for a particular item, 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.

0R

Appointing a second Proxy

I/We wish to appoint a second proxy

1920a Mark with an 'X' if you wish to appoint a second Droxy.

AND

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State the percentage of your voting rights or the number of securities for this Proxy Form.

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

PLEASE SIGN HERE Individual or Securityholder 1

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Securityholder 2
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Director

Securityholder 3

	Director/Company Secretary

Individual/Sole Director and Sole Company Secretary

In addition to signing the Proxy form in the above box(es) please provide the information below in case we need to contact you.

Contact Daytime Telephone

Date

I

How to complete the Proxy Form

1 Your Address

This is your address as it appears on the company's share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an 'x') should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. 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 securityholder of the company. Do not write the name of the issuer company or the registered security holder in the space.

3 Votes on Items of Business

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

4 Appointment of a Second Proxy

You are entitled to appoint up to two 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 telephoning the company's share registry or you may copy this form.

To appoint a second proxy you must:

• $(a)$ indicate that you wish to appoint a second proxy by marking the box.
• $(b)$ on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
• $(c)$ return both forms together in the same envelope.

5 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 security holders should sign.
Power of Attorney:	to sign under Power of Attorney, you must have already lodged this document with the 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 you return it.
Companies:	where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form 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 a corporate Securityholder or proxy is to attend the meeting the appropriate "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 or at www.computershare.com.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 11,00am on Wednesday 29 November 2006. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged:

IN PERSON Principal Business Office - 105-106 Greenhill Road, Unley SA 5061 Australia Share Registry - Computershare Investor Services Pty Limited, Level 5, 115 Grenfell Street, Adelaide SA 5000 Australia
Share Registry - Computershare Investor Services Pty Limited, GPO Box 1903, Adelaide SA 5001 Australia BY MAIL BY FAX 61 8 8236 2305