QPM ENERGY LIMITED — Proxy Solicitation & Information Statement 2008

Oct 27, 2008

ACN 125 368 658

of Level 7, 231 Adelaide Terrace, Perth WA 6000

Circular to Shareholders

including NOTICE OF GENERAL MEETING PROXY FORM

General Meeting of Eagle Nickel Limited to be held at The Goodearth Hotel, 195 Adelaide Terrace, Perth, Western Australia on the 19th day of November 2008 commencing at 10:00 am (WST).

This document should be read in its entirety. If after reading this Circular to Shareholders, you have any questions or doubts as to how you should vote, you should contact your stockbroker, solicitor, accountant or professional adviser.

Eagle Nickel Limited • Circular to Shareholders

Corporate Directory

Directors	Dr Zhukov (Zeke) Pervan MB, BS(WA), F.R.A.C.G.P., F.A.I.C.DChairman
	Neils Dahl Grad DipEd, CAND., FCIENT.(in geology at University of Copenhagen)Director
	David Zohar BSc DipEdDirector
Company Secretary	David Zohar BSc DipEd
Head Office	Level 7231 Adelaide TerracePERTHWESTERN AUSTRALIA 6000Phone:(08) 9225 4718Fax:(08) 9225 6474Website:www.eaglenickel.com.au
Registered Office	Level 1116 St Georges TerracePERTHWESTERN AUSTRALIA 6000
Auditors	BDO Kendalls Audit and Assurance (WA) Pty LtdLevel 8256 St Georges TerracePERTHWESTERN AUSTRALIA 6000
Solicitors	Lawton GillonLevel 1116 St Georges TerracePERTHWESTERN AUSTRALIA 6000
Share Registry	Computershare Investor Services Pty LtdLevel 245 St Georges TerracePERTHWESTERN AUSTRALIA 6000
ASX Code	ENLENLO

Notice of General Meeting

NOTICE IS GIVEN THAT a General Meeting of the Company will be held at The Goodearth Hotel, 195 Adelaide Terrace, Perth, Western Australia on the 19th day of November 2008 commencing at 10:00 am (WST).

AGENDA

ORDINARY BUSINESS

Accounts and Reports

To receive and consider the balance sheet, income statement, statements of changes in equity and cash flows, and the reports of the directors and of the auditors for the year ended 30 June 2008.

1 Resolution 1 – Remuneration Report

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

"To adopt the Remuneration Report, which forms part of the Director's Report, for the year ending 30 June 2008."

The vote on this resolution is advisory only and does not bind the directors of the Company.

2 Resolution 2 – Re-election of Niels Dahl as a Director

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

"That Mr Niels Dahl, who retires by rotation in accordance with the Company's constitution, and being eligible, offers himself for re-election, be and is hereby re-elected as a director of the Company."

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

"Snap-Shot" Time

The Corporations Act permits the Company to specify a time, not more than 48 hours before the meeting, at which a "snapshot" of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the meeting.

The Company's directors have determined that all shares of the Company that are quoted on ASX at 10:00 am WST, 17th November 2008 shall, for the purposes of determining voting entitlements at the Annual General Meeting, be taken to be held by the persons registered as holding the shares at that time.

Notice of General Meeting (Cont.)

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 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: 13 October 2008

BY ORDER OF THE BOARD

David Zohar Company Secretary Eagle Nickel Limited

Proxy Form

1 SHAREHOLDER

Name, address and daytime telephone number of shareholder of Eagle Nickel Limited.

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Name .......................................................................................

Address ....................................................................................

Daytime phone no. �������������������������������������������������������������������

2 APPOINTS Insert here the name of the person you wish to appoint as proxy; shareholders cannot appoint themselves.

..................................................................................................

Name of proxy – please print

OR, if no person is named, the Chairman of the meeting to vote in accordance with the following directions or, if no directions have been given, as the Proxy (other than the Chairman) sees fit at the General Meeting of the Company to be held on 19 November 2008 commencing at 10:00 am (WST) and at any adjournment thereof.

..................................................................................................

If you appoint the Chairman as your proxy, but do not wish to direct your proxy how to vote on a Resolution, you must place a mark in the box below headed "Proxy's Discretion" in respect of that Resolution. By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. »

If you appoint the Chairman as your proxy, but do not mark any box, the Chairman will be unable to exercise your proxy vote.

If you appoint the Chairman as your proxy and place a mark in any box below headed "Proxy's Discretion", the Chairman intends to exercise your proxy to vote in favour of that Resolution.

3 SIGNATURE OF SHAREHOLDER(S)

All single or joint holders of shares must sign this form.

Signature	Signature		Signature
	Date
or in the case of a company
The COMMON SEAL of the company is affixed in accordance withits constitution in the presence of:/Executed by the company by itsduly authorised officers in accordance with sub-section 127(1) ofthe Corporations Act 2001:*		))))
		Signature of Director
		Name of Director (Print)
		Signature of Director/Secretary
		Name of Director/Secretary (Print)
or signed by			under Power of Attorney on behalf of the company.

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* delete as appropriate

This proxy form must be signed by the shareholder and, in the case of joint shareholders, by each of the joint shareholders. In the case of a corporation, this proxy form must be executed in accordance with section 127 of the Corporations Act 2001. In the case of a Sole Director/ Secretary company, please indicate "Sole Director". If this proxy form is signed under Power of Attorney the original Power of Attorney (or a copy certified as a true copy by statutory declaration) must be forwarded with the proxy form.

Proxy Form (Cont.)

If you wish to direct your proxy how to vote, place a mark on the appropriate box. If a mark is placed in a box, your total shareholding will be voted in that manner. You may, if you wish, split your voting direction by inserting the number of shares you wish to vote in the appropriate box. The direction will be invalid if a mark is made against more than one box for a particular item, or, if you have split your direction, if the total shareholding shown in "FOR", "AGAINST", "ABSTAIN" and "PROXY'S DISCRETION" boxes is more than your total shareholding on the share register. Each person who attends the meeting is entitled to one vote only on a show of hands. A person who holds proxies for more than one shareholder cannot vote on a show of hands if he or she holds proxies directing him or her to vote both for and against a resolution.

5 APPOINTMENT OF A SECOND PROXY (OPTIONAL)

If you want to appoint two proxies you may state here the percentage of your voting rights applicable to this proxy form. If you do not specify a particular percentage, each proxy is entitled to exercise 50% of your voting rights applicable to this proxy form.

A shareholder is entitled to appoint up to two persons (whether shareholders or not) to attend the meeting and vote as proxies. If you wish to appoint two proxies please either photocopy the proxy form or telephone Kira Zohar on + 618 9225 6475 to obtain a second form. Both forms should be completed with the nominated percentage of your voting rights on each form. Please return the proxy forms together.

Important Information

Deadline for Receipt of proxies To be effective, a completed proxy form together with the power of attorney (if any) under which it is signed, must be received by the Company at its registered office or Company office, Level 7, 231 Adelaide Terrace, Perth not less than 48 hours before the appointed time of the General Meeting ie. no later than 10:00 am WST on 24 November 2008.

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Destination of Completed Proxy Form Once the Proxy Form is completed and all details checked by you, the form is to be sent or delivered to the Company's office at Level 7, 231 Adelaide Terrace, Perth WA 6000 or sent by facsimile to the registered office on + 618 9225 6474.

For Further Information If you need any further information about this form or attendance at the Company's General Meeting, please contact Ms Kira Zohar, administration on + 618 9225 6475.