QPM ENERGY LIMITED — Proxy Solicitation & Information Statement 2009

Apr 16, 2009

EAGLE NICKEL LIMITED ACN 125 368 658

of Level 7, 231 Adelaide Terrace, Perth WA 6000

Circular to Shareholders including NOTICE OF GENERAL MEETING EXPLANATORY MEMORANDUM PROXY FORM

General Meeting of Eagle Nickel Limited to be held at The Goodearth Hotel, 195 Adelaide Terrace, Perth, Western Australia on the 4 th day of June 2009 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 ACN 125 368 658

Corporate Directory

Directors	Zhukov Pervan MBBS Chairman
	David Zohar BSc DipEd Executive Director
	Robert Sebek Non-Executive Director
Secretary	David Zohar BSc DipEd
Head Office	Level 7 231 Adelaide Terrace PERTH WESTERN AUSTRALIA 6000 Phone: (08) 9225 4718 Fax: (08) 9225 6474 Website: www.eaglenickel.com.au
Registered Office	Level 7 231 Adelaide Terrace PERTH WESTERN AUSTRALIA 6000
Auditors	BDO Kendalls Audit and Assurance (WA) 128 Hay Street SUBIACO WESTERN AUSTRALIA 6008
Solicitors	Lawton Gillon Level 11 16 St Georges Terrace PERTH WESTERN AUSTRALIA 6000
Share Registry	Computershare Investor Services Pty Ltd Level 2 45 St Georges Terrace PERTH WESTERN AUSTRALIA 6000
ASX Code	ENL ENLO

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 Thursday 4 June 2009 commencing at 10 am WST.

Information on the proposals to which the resolutions set out below relate is contained in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting.

1. ENTER INTO TRANSACTION WITH RED RIVER RESOURCES LIMITED

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

"That for the purposes of Listing Rule 10.1 of the Listing Rules of the ASX and section 208 of the Corporations Act and for all other purposes, the Company approves the entry into an agreement with Red River Resources Limited ("Red River") relating to Exploration Licences 09/1272 and 09/1273 on the terms set out in the Explanatory Memorandum."

Voting Exclusion

For the purposes of ASX Listing Rule 10.1 in relation to Resolution 1, the Company will disregard any votes cast by Red River and any associate of Red River. However, the Company need not disregard a 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 a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

"Snap-Shot" Time

The Corporations Act permits the Company to specify a time, not more than 48 hours before the meeting, at which a "snap-shot" 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 5 pm WST, 2 June 2009 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.

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: 17 April 2009

BY ORDER OF THE BOARD

David Zohar Company Secretary Eagle Nickel Limited

Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the General Meeting to be held at The Goodearth Hotel, 195 Adelaide Terrace, Perth, Western Australia on Thursday 4 June 2009 commencing at 10 am WST.

The purpose of this Explanatory Memorandum is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote upon the resolution.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of General Meeting.

RESOLUTION 1 – ENTER INTO TRANSACTION WITH RED RIVER RESOURCES LIMITED

APPROVALS REQUIRED

• 1. David Zohar is both a shareholder and director of the Company. David Zohar is a director of Red River. ASX Listing Rules and section 208 of the Corporations Act provide that prior approval of shareholders is required for a Company to enter into a transaction with a related party; and
• 1. The agreement is conditional upon a number of conditions precedent namely:
• (a) the Company securing title to Exploration Licences 09/1272 and 09/1273 ("the Tenements");
• (b) the approval of the shareholders of the Company;
• (c) the approval of the shareholders of Red River.
• 1. The general terms of the agreement are that:
• (a) Red River may earn a 50 per cent interest in the Tenements by expending \$500,000.00 on exploration over a period of 4 years.
• (b) Following expenditure of \$300,000.00, Red River shall earn a 30 per cent interest in the Tenements.
• (d) Upon expenditure of a further \$200,000.00 Red River shall earn a further 20 per cent interest in the Tenements, taking Red River's interest in the Tenements to 50 per cent.
• (e) Red River may withdraw from the joint venture at any time after expending \$100,000.00 on exploration on the Tenements. If Red River withdraws from the

joint venture after expending \$100,000.00 on exploration and before expending \$300,000.00 on exploration, Red River will not earn any interest in the Tenements.

Independent experts reports

Independent report on the transaction has been prepared by Mr John Wyatt of Geological Investigations Pty Ltd. The report of Mr Wyatt in its entirety is attached to this Explanatory Memorandum. Mr Wyatt concludes that the transaction is both fair and reasonable.

Directors' recommendations

The Directors of the Company other than David Zohar support Resolution 1 and recommend approval of the Resolution.

The Directors believe that it is in the Company's interest to allow Red River to expend moneys on exploration on the tenements.

David Zohar has a direct interest in the outcome of Resolution 1 as he is both a shareholder and director of Red River and accordingly declines to make any recommendation regarding the Resolution.

The financial benefit which will be derived by the Company is that Red River will be required to spend not less than \$100,000.00 on exploration on the Tenements and Red River may potentially earn an interest in the Tenements.

GLOSSARY

In this Explanatory Statement, the following terms have the following unless the context otherwise requires:

"ASX"	means ASX Limited (ABN 98 008 624 691).
"Board"	means board of Directors.
"Company"	means Eagle Nickel Limited (ACN 125 368 658).
"Corporations Act"	means the Corporations Act 2001 (Cth) and all regulations made pursuant to such legislation, as amended from time to time.
"Director"	means a director of the Company.
"Listing Rules"	means Listing Rules of ASX, as amended or replaced from time to time, except to the extent of any waiver by ASX.
"Red River"	means Red River Resources Limited (ABN 35 100 796 754).
"Shareholder"	means a member of the Company, as defined in the constitution of the Company.
"Shares"	means ordinary fully paid shares in the capital of the Company.
"WST"	means Western Standard Time.

EAGLE NICKEL LIMITED ACN 125 368 658

Proxy Form

¹ SHAREHOLDER

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

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.

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 Thursday 4 June 2009 commencing at 10 am (WST) and at any adjournment thereof.

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 with its constitution in the presence		)
		)
of:/Executed by the company by its duly authorised		)
officers in accordance with sub-section 127(1) of the		)
Corporations Act 2001:*		)
		Signature of Director
		Name of Director (Print)
		Signature of Director/Secretary
		Name of Director/Secretary (Print)
or signed by * delete as appropriate			under Power of Attorney on behalf of the company.

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.

4	PROXY'S VOTING INSTRUCTIONS (OPTIONAL) 	FOR	AGAINST	ABSTAIN	PROXY'S DISCRETION
1.	Enter into transaction with Red River

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 Ms Melissa Greer on ++618 9225 4718 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.

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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 am WST on 2 June 2009.

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 Melissa Greer, Office Manager on ++ 618 9225 4718.

GEOLOGICAL INVESTIGATIONS PTY LTD

ABN: 62 008 727 820 4 Minim Close, Mosman Park, Western Australia 6012 Ph: (08) 9384 2432 Fax: (08) 9284 2432 Mob: 0419049 675 e-mail: wyattearpII@bigpond.com

26 October 2008

The Directors Eagle Nickel Limited Level 7, 231 Adelaide Terrace Perth, Western Australia 6000

Dear Sir

Exploration of E09/1272 and E09/1273 Re:

In response to your request for an Independent Opinion as to the fairness and reasonableness of an agreement between Red River Resources and Eagle Nickel Limited, relating to the exploration of E09/1272 and E09/1273, northwest Yilgarn, Western Australia, the following is provided for your information. A copy of the said agreement is attached as Appendix 1 of this document.

This Independent Geologist's Report has been prepared in accordance with the Code and Guidelines for Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Expert Reports ("the Valmin Code") and the rules and guidelines relating to Independent Expert Reports set out by the Australian Securities and Investments Commission ("ASIC") and the Australian Securities Exchange ("ASX").

Neither Geological Investigations Pty Ltd, nor the author of this opinion either have or have previously had any material interest in Red River Resources Ltd or Eagle Nickel Limited or the mineral properties that are the subject of this opinion.

This opinion has been prepared in return for professional fees based on agreed commercial rates and the payment of these fees is in no way contingent on the opinions expressed in this report.

DATA REVIEW OF PAST EXPLORATION $1.$

The two tenements that are the subject of this opinion are located in the northeastern part of the Yilgarn Craton, Western Australia close to the northern margin of the Narryer Gneiss Terrane, a major crustal suture that separates the Archaean and Proterozoic Terranes( Figure1). This feature and other major tectonic structures present within the two tenements have been identified as having the potential to form passageways for mineralising fluids.

The regional geological setting, based on very limited outcrops, together with airborne geophysical interpretation, comprises Archaean Western Gneiss and Narryer Terrane granites, metasediments and layered basic intrusions that have repeatedly been deformed and metamorphosed.

Structural trends in the area are commonly oriented north-south and extended to the northeast-southwest, although weathering processes have resulted in the formation of a widespread cover that has concealed much of the underlying bedrock outcrop (Figure 2).

The local geology identified from past-exploration carried out between 1969-2004, comprises extensive Quaternary alluvium and colluvium, gneiss, layered igneous rocks and ultramafic intrusions that have largely been identified by limited shallow, exploratory RAB and RC drilling.

Major shearing has occurred in the area that has been responsible for the re-working of the Archaean basement. Just north of E09/1272, Hooley Well Project, the Earabiddy Shear Zone, which is about 8 km wide, trends east-northeast. South of this major shear zone there is a wide zone of tightly-folded gneiss.

At Imagi Well (E09/1273) lateritised gneiss and migmatite are in contact with a layered ultramafic intrusive. These rocks are largely concealed beneath a thin cover, of Tertiary-aged sediments and clay (Figures 3 and 3a).

Open-file records of exploration at Imagi Well (EO9/1273) dating back to 1969 reveal that ongoing reconnaissance mapping, geochemical sampling, geophysical surveys and shallow drill investigation has defined the presence of an ultramafic intrusive covering an area of some 50 $km^2$ (Electrolytic Zinc 1969-1972).

Exploration reports by that Company refer to mapping and trenching that encountered chromite mineralisation, whilst a reconnaissance three-hole drilling progressive testing the southeastern part of the ultramafic intrusive, revealed possible differentiation layering and minor sulphides.

Trenching reportedly yielded up to 5 metres of nickel mineralisation grading between 0.7% Ni to 1.4% Ni. This near-surface evidence of nickel is almost certain to be of laterite-type origin. Based on the very limited drilling of what was described as a layered-ultramafic having the dimensions of 10 km by 5 km, further exploration certainly appears to be warranted.

Between 1972-1982, Metals Exploration investigated claims at Imagi Well, within E09/1273, that comprised near-surface trench sampling. The best result from this work was 4.05% Ni, 0.18% Co, from a sample of ultramafic rock.

The area was reported to have potential for lateritic nickel.

At Hooley Well, between 1976-1978, Western Mining Corporation carried out a programme of exploration that comprised aeromagnetic surveys, regional soil sampling and the drilling of 49 RAB and 3 RC holes. This work indicated the presence of narrow anomalies that were a reflection of banded iron horizons (BIF's) and magnetically susceptible mafic gneisses, whilst anomalous chrome values reportedly indicated ultramafics at Claypan and New Conroy Bores (within E09/.1272).

Anomalous chrome and nickel values were reported as "lateritic enrichment", although drill hole logs showed anomalous Cr/Ni at depth.

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At Hooley Well, between 1987-1988, Peter Woods and Associates carried out a ground magnetic survey followed by the drilling of 102 shallow RAB holes in what was called "the Claypan Bore ultramafic body.

The reported highlights of this programme of drilling were:

• Chrome anomalies related to mafic/ultramafic host rocks
• A nickel intersection of 4 metres grading 1.38% Ni
• Serpentinised ultramafic anomalous in chrome (1% Cr) and platinum group elements (PGE's)
• · Anomatous gold
• Mafic lithologies anomalous in Cu and PGE's.

This exploration was constrained by a choice of RAB drilling that only allowed shallow-depth penetration.

Between 1994-1995, Helix Resources Ltd carried out a programme of stream (BLEG) sampling for gold with only two anomalies being recorded of which one was at Erong Well. No follow-up work was undertaken.

Between 1994-1995, Peregrine Resources carried out BLEG sampling of the Earabiddy Shear Zone and the adjacent Claypan ultramafic at Hooley Well.

A total of 389 samples were analysed, but no follow-up work was reported.

Between 1996-1998, Red Rock Mining carried out exploration of Imagi ultramafic and the Byro ultramafic, which is outside the Imagi Tenement (E09/1273). No dedicated nickel drilling was carried out.

Between 2002-2004, Platinum Australian Limited carried out exploration of both the Hooley Well and Imagi Well prospects.

At Hooley Well (E09/1272), Platinum carried out a review of past exploration, with especial emphasis on the Claypan ultramafic body. Their work comprised detailed aeromagnetic surveys, data processing, interpretation and a follow-up drilling programme of 17 air-core holes.

Several of these holes investigated the Claypan ultramafic, which reportedly contained extensive lower grade nickel mineralisation.

Significant results were:

Hole $HAC3 - 33$ metres grading 0.48% Ni $HAC5 - 32$ metres grading 1.45% Ni HAC $4 - 22$ metres grading 0.9% Ni (4 metres grading 1.41% Ni, 1.99% Cr, 0.11% Co)

The above results indicated lower grade, near-surface lateritic nickel mineralisation (Figure 4).

At Imagi Well (E09/1273), Platinum carried out a programme comprising heritage surveys, aeromagnetic and gravities geophysical surveys, mag-lag geochemical sampling and the drilling of 56 shallow air-core holes in two lines for a total of 1,992 metres and analyses of 4 m-composite samples.

Platinum concluded that an extensive nickel-enriched lateritic zone had been developed over a steeply northwest-dipping ultramafic layered intrusive.

A favourable target was designated on the northwestern flank of this intrusive that had not been previously tested.

DATA REVIEW BY EAGLE NICKEL $2.$

A review of all available past-exploration results was undertaken by Eagle Nickel who came to the following conclusions and recommendations:

Hooley Well $- E09/1272$ $\bullet$

Past exploration demonstrated the presence of extensive nickel mineralisation that has not been adequately tested, with exploratory drilling to date been inadequate as regards both depth and testing of the known ultramafic bodies. Both RC and diamond drilling recommended.

Imagi Well - E09/1273 $\bullet$

More detailed geophysical surveys required to identify prospective drill targets. Again future drilling should investigate known nickel enriched zones and areas of near-surface lateritic nickel zones.

à

INDEPENDENT OPINION $3.$

• From a study of the comprehensive open-file data base, it is apparent that the $\bullet$ identified and, in places mineralised, ultramafic complexes occurring within the Hooley Well and Imagi Well Project areas have not yet been fully explored.
• A review of past exploration and surrender reports provides evidence that, in $\bullet$ some instances, recommended follow-up exploration was not carried out. These omissions warrant follow-up investigation.
• Exploratory drilling in a number of instances was reported as being too $\bullet$ widespread too shallow and with the geology of the areas not fully understood.
• Sampling in some cases was believed to be misdirected and the analytical $\bullet$ techniques of suspect quality.
• It is believed that exploration of the Hooley Well and Imagi Well project areas $\bullet$ would benefit from ground and airborne EM surveys.

This work would comprise two stages:

• Ground EM traverses to establish the conductivity of the recent cover.
• Airborne EM survey: $\bullet$

If the ground EM traverses provide positive information about the conductivity of the surficial cover, an airborne survey may be warranted.

The probable cost for an airborne survey of each $80 \text{ km}^2$ project area would be in the vicinity of \$100,000 for a total cost of \$200,000.

On consideration of the geological, geochemical and geophysical evidence that:

• $1.$ Confirmed the presence of favourable geological and structural settings;
• $2.$ Identified the presence of anomalous mineralisation in layered mafic/ultramafic host:
• $3.$ Indicated that much of the project areas have only partially been explored;
• $4.$ Identified a number of locations that, although recommended for follow-up work, have still not been explored.

it is my opinion that because the potential of the two project areas has been established and therefore warrants further exploration, the terms of the Heads of Agreement between Red River Resources Limited and Eagle Nickel Limited (see Appendix 1) are considered to be both fair and reasonable.

This opinion is further supported by the fact that whereas it is believed that the two project areas have the potential to host economic mineralisation, should the first year's exploration fail to produce positive results Red River Resources may, should it wish, terminate the Agreement at no additional cost, thus limiting their expenditure liability to a maximum of \$100,000.

Yours faithfully

John Wyatt

Principal

Geological Investigations Pty Ltd

APPENDIX1

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THIS AGREEMENT is made the

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day of

2008

BETWEEN:

RED RIVER RESOURCES LIMITED (ABN 35 100 796 754) of Level 8, 256 St Georges Terrace, Perth, Western Australia ("Red River Resources") of the one part

AND

EAGLE NICKEL LIMITED (ACN 125 368 658) of Level 7, 231 Adelaide Terrace, Perth, Western Australia ("Eagle Nickel") of the other part

WHEREAS:

• Eagle Nickel is the holder of Exploration Licences 09/1272 and 09/1273 which A. are prospective for nickel ("the Exploration Licences").
• Eagle Nickel and Red River Resources have reached agreement whereby Red B. River Resources will be entitled to earn up to a FIFTY PER CENT (50 %) interest in the Exploration Licences upon the following terms.

THE PARTIES AGREE as follows:

• Red River Resources may earn a FIFTY PER CENT (50 %) interest in the $1.$ Exploration Licences by expending FIVE HUNDRED THOUSAND DOLLARS (\$500,000.00) on exploration on the Exploration Licences over a period of FOUR (4) years commencing on the date of execution of this Heads of Agreement.
• Red River Resources may withdraw from this Agreement at any time provided $2.$ that at that time it has expended not less than ONE HUNDRED THOUSAND DOLLARS (\$100,000.00) on exploration.
• Red River Resources shall upon expending THREE HUNDRED THOUSAND $3.$ DOLLARS (\$300,000.00) on exploration on the Exploration Licences earn a THIRTY PER CENT (30 %) interest in the Exploration Licences and upon expending a further TWO HUNDRED THOUSAND DOLLARS (\$200,000.00) on exploration on the Exploration Licences shall increase its interest in the Exploration Licences to FIFTY PER CENT (50 %).
• All tenements applied for by either Eagle Nickel or Red River Resources within $4.$ (10) kilometres of the Exploration Licences shall become an asset of the joint venture owned by the parties in the same proportion as they then hold in the Exploration Licences and if Red River Resources is still earning its interest in the Exploration Licences, the interest of Red River Resources will increase in any additional tenement applied for and granted in the manner set out in this Heads of Agreement.

PG 08/17202G1 DOC to

• 1. Following execution of this Heads of Agreement by the parties, the parties will enter into a formal joint venture agreement consistent with the terms of this Heads of Agreement.
• 1. The joint venture will be an unincorporated joint venture.
• $7.$ Red River Resources shall be the manager of the joint venture.
• 1. This Heads of Agreement is subject to and conditional upon:
• 'the approval of the shareholders of Red River Resources; and $(a)$
• $(b)$ the approval of the shareholders of Eagle Nickel:
• Eagle Nickel becoming registered as the holder of the Exploration $(c)$ Licences; and
• $(d)$ The Exploration Licences being unencumbered and free from the interests of third parties.
• The costs of obtaining independent experts' reports necessary to obtain the 9. shareholder approvals shall be borne equally between Red River Resources and Eagle Nickel.
• $10.$ Notwithstanding that the parties propose entering into a form of joint venture agreement, this Heads of Agreement shall be binding upon the parties.
• $11.$ This Heads of Agreement and the proposed joint venture agreement shall be governed by the laws of Western Australia and the parties submit to the nonexclusive jurisdiction of the Courts of Western Australia.

IN WITNESS WHEREOF the parties have executed these presents the day and year first hereinbefore written.

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EXECUTED by RED RIVER RESOURCES LIMITED (ABN 35 100 796 754) in accordance with Section 127(1) of the Corporations Act by authority of the Directors:

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

Signature Director

Signature Director/Secretary*

. . . . . . . . . . . . . . . . . . . Print full name of signatory

...................................... Print full name of signatory

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

* Delete if not applicable

EXECUTED by EAGLE NICKEL LIMITED (ACN 125 368 658) in accordance with Section 127(1) of the Corporations Act by authority of the Directors:

....................................... Signature Director

. . . . . . . . . . . . . . . . . . . Signature Director/Secretary*

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

. . . . . . . . . . . . . . . . . . . Print full name of signatory

Print full name of signatory

* Delete if not applicable