RAREX LIMITED — AGM Information 2013

Apr 18, 2013

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NOTICE OF ANNUAL GENERAL MEETING AND

EXPLANATORY STATEMENT

For the Annual General Meeting to be held on Friday 24th May 2013 at 10.00am (EST) at 3 Corporation Place, Orange, NSW, Australia.

As this is an important document, please read it carefully.

For those members who have elected to receive a printed copy of the Annual Report, the 2012 Annual Report accompanies this Notice of Annual General Meeting. The 2012 Annual Report is also available on the Company’s website

www.clancyexploration.com

If you are unable to attend the Annual General Meeting, please complete the proxy form enclosed and return it in accordance with the instructions set out on that form.

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The Annual General Meeting of the shareholders of Clancy Exploration Limited ("Clancy" or the "Company") will be held at:

3 Corporation Place

Orange, NSW, AUSTRALIA

Commencing at 10.00am (EST) on Thursday 24 May 2013

How to Vote

You may vote by attending the meeting in person, by proxy or corporate representative.

Voting in Person

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 10.00am.

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Annual General Meeting as soon as possible and either:

• send the proxy by facsimile to the Company on facsimile number (02) 6361 1202 (International: + 61 2 6361 1202); or

• deliver or mail the proxy to 3 Corporation Place, Orange, NSW, 2800, Australia;

so it is received not later than 10.00am (EST) on 22 May 2013.

Your proxy form is enclosed.

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.

NOTES:

1. A shareholder of the Company who is entitled to attend and vote at a general meeting of shareholders is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.

2. Where a voting exclusion applies, 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 to vote as the proxy decides 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. For the purposes of the Corporations Act, the Directors have set a snapshot time and date to determine the identity of those entitled to attend and vote at the Annual General Meeting. The snapshot time and date is 5.00pm (EST) on 22nd May 2013.

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CLANCY EXPLORATION LIMITED ACN 105 578 756

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of shareholders of Clancy Exploration Limited ("Clancy" or the "Company") will be held at 3 Corporation Place, Orange, NSW, Australia, at 10.00am (EST) on Friday 24th May 2013.

AGENDA

BUSINESS

The Explanatory Statement which accompanies and forms part of this Notice describes the matters to be considered as ordinary business and special business. Certain abbreviations and other defined terms are used throughout this Notice. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used are set out in the Glossary contained in the Explanatory Statement.

ORDINARY BUSINESS

Annual Accounts

To receive and consider the financial report of the Company and the consolidated financial report of the consolidated entity for the year ended 31 December 2012 and the reports by the Directors and Independent Auditor.

Resolution 1: Remuneration Report

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

“That for all purposes, the section of the report of the Directors for the financial year ending 31 December 2012 dealing with the remuneration of the Company’s Directors, Company Secretary and Senior Executives be adopted.”

• Although this resolution is advisory only, this resolution shall be determined as if it were an ordinary resolution.

• This resolution does not bind the Directors or the Company.

• If 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (“spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors (other than the Managing Director) must go up for re-election.

In accordance with sections 250R and 250BD of the Corporations Act 2001, the Company will disregard any votes cast on Resolution 1 by any Key Management Personnel (“KMP”) and a closely related party of a KMP. However, the Company need not disregard a vote if it is cast by a KMP or a closely related party of a KMP as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by a chairman of the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

The Company’s KMPs are set out in the Remuneration Report. Generally speaking they are people having authority and responsibility for planning, controlling and directing the Company’s activities in a direct or indirect manner. KMPs include the Directors, and senior executives of the Company. A closely related party of a KMP generally speaking means a spouse, child, or dependent of the key management personnel, or a child or dependent of the spouse of the KMP. It includes anyone else who is a member of the key management personnel’s family who would influence or may be expected to influence the KMP in relation to his or her dealings with the Company. It also includes any company which is controlled by the KMP, and includes any other people prescribed as closely related parties by ASIC in the regulations to the Corporations Act (none are prescribed at this time). KMPs and their closely related parties will commit an offence under the Corporations Act if they vote in relation to Resolution 1 in breach of the voting restrictions.

Resolution 2: Re-election of a Director (By Rotation)

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

"That for all purposes, Dr Mike Etheridge, being a director of the Company retires by rotation in accordance with clause 11.3 of the Constitution and, being eligible, is hereby re-elected as a director of the Company."

Short Explanation: Clause 11.3 of the Constitution requires that at the Annual General Meeting, one-third of the Directors or if the number of directors is not a multiple of three that number which is nearest to one-third for the time being shall retire from office. A retiring Director is eligible for re-election.

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Resolution 3: Re-election of a Director (New Appointment)

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

"That Ms Natalie Forsyth Stock, having been appointed as a director since the last General Meeting of the Company, in accordance with the Constitution of the Company and having consented to act, is hereby elected as a director.”

Short Explanation: The Constitution requires that any director appointed by the Directors holds office only until the next following annual general meeting and is then eligible for re-election.

Resolution 4: Ratify Previous Issue of 14,285,714 Shares

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 ratify the issue and allotment on 19 February 2013 of 14,285,714 Shares at an issue price of $0.035 per Share, further details of which are set out in the Explanatory Statement.”

The Company will disregard any votes cast on this resolution by a person who participated in the issue and an associate of that person (or those persons). 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 if 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.

Short Explanation: The Company may issue no more than that number of securities that equates to 15% of its issued capital in any 12 month period without shareholder approval. Resolution 5: Approve Issue of 264,343 Shares to Natalie Forsyth Stock, a Director, under existing employee incentive scheme To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “Conditional on Resolution 3 being passed, that for the purpose of Listing Rule 10.14 and for all other purposes, Shareholders approve the issue and allotment of 264,343 Shares to Natalie Forsyth Stock, a Director under the Company’s existing Employee Share and Loan Scheme, further details of which are set out in the Explanatory Statement.” The Company will disregard any votes cast on resolution 5 by any Director, namely James Macdonald, Gordon Barnes, Michael Etheridge and Natalie Forsyth Stock, and any of their respective associates. 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. Also, the Company need not disregard a vote on Resolution 5 if it is cast by the Chairman of the Meeting (as proxy appointed in writing for a person who is entitled to vote) where the proxy form expressly authorises the Chairman of the Meeting to exercise an undirected proxy, even if the Resolution is connected directly or indirectly with the remuneration of a member of the KMPs of the Company or their closely related parties.

Short Explanation: The combined effect of Listing Rule 7.2 Exception 14, Listing Rule 10.12 Exception 4 and Listing Rule 10.14 is that securities issued to related parties of the Company under an incentive scheme which has been approved for the purposes of Listing Rule 10.14 will not be included in the Company’s calculations of its 15% limit for the issue of securities in any 12 months if shareholder approval is first obtained, on the basis of information disclosed as required by Listing Rule 10.15A.

DATED THIS 19th DAY OF APRIL 2013

BY ORDER OF THE BOARD

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Mr Rowan Caren Company Secretary

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EXPLANATORY STATEMENT

This Explanatory Statement and all attachments are important documents. They should be read carefully.

If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your stockbroker or other professional adviser.

Certain abbreviations and other defined terms are used throughout this Explanatory Statement. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used are set out in the Glossary contained in this Explanatory Statement.

This Explanatory Statement has been prepared for the shareholders of Clancy in connection with the Annual General Meeting of the Company to be held on Friday 24[th] May 2013.

1. ANNUAL ACCOUNTS

The Annual Financial Report, Directors’ Report and Auditor’s Report for the Company for the year ending 31 December 2012 will be tabled before the meeting. There is no requirement for Shareholders to approve these reports. However, the Chairman will allow a reasonable opportunity for Shareholders to ask questions or make comments about those reports and the management of the Company. Shareholders will also be given a reasonable opportunity to ask the Auditor questions about the conduct of the statutory audit and the preparation and content of the Auditor’s report.

Shareholders should note that the Auditor will attend the Meeting by telephone from the Auditor’s Sydney offices. All necessary arrangements will be made to ensure that questions and answers are fully and clearly communicated to the Shareholders attending the Meeting and the Auditor attending by telephone.

2. RESOLUTION 1 – REMUNERATION REPORT

In accordance with the Corporations Act, a resolution to adopt the Director’s Remuneration Report must be put to Shareholders. The Remuneration Report which details the Company’s policy on the remuneration of non-executive directors, executive directors, the company secretary and senior executives is set out on pages 17-21 of the Company’s 2012 Annual Report. The Annual Report is available on the Clancy website at www.clancyexploration.com.

Voting on this resolution is advisory only and does not bind the Company or the Directors.

Shareholders are informed that under recent reforms to the Corporations Act, if 25% or more of the vote on this Resolution are against adopting the Remuneration Report, the Company will be required to consider and report to Shareholders in the next Remuneration Report on what action is proposed (if any) or has been to be taken in response to Shareholder concerns, and if no action is proposed to be taken, the Board’s reasons for this.

Shareholders also need to be aware that a “two strikes” process will apply to the results of voting in relation to Resolution 1. This means that if the resolution proposing adoption of the Remuneration Report receives a “no” vote of over 25% of votes cast by those attending in person or by proxy and permitted to vote, at two successive annual general meetings in 2013 and 2014, then at the Company’s 2014 annual general meeting, an extra resolution must be put to the meeting proposing that another general meeting should be held within 90 days of the second annual general meeting. A simple majority of over 50% of the votes cast at the 2014 annual general meeting is required to pass this extra resolution. If the resolution is passed, within 90 days another general meeting must be held at which all the Directors, except the Managing Director and any new Directors appointed since the date of the 2014 annual general meeting, will be required to resign and offer themselves for re-election. These provisions are colloquially referred to as the “two strikes rule” and the “spill resolution” to be put to the “spill meeting”.

If at the spill meeting, the resolutions are all passed against re-electing the relevant Directors, the legislation includes a mechanism to ensure the Board continues with the statutory required minimum of 3 Directors. After the Managing Director, the remaining two positions will be filled by the Directors whose re-election resolutions at the spill meeting received the highest percentage of votes in favour of re-election. If the number of votes is the same for two Directors, the Managing Director and any other Director whose re-election has been confirmed at this spill meeting, can choose who is to become the third Director, with such appointment to be confirmed by shareholders at the 2015 annual general meeting.

Furthermore, depending on the outcome of voting at the subsequent annual general meeting, Shareholders may be obliged to consider a resolution requiring the full Board (excluding the Managing Director) to seek re-election.

The Directors unanimously recommend Shareholders vote in favour of adopting the Remuneration Report.

Any undirected proxies held by the Chairman of the Annual General Meeting, other directors or other key management personnel or any of their closely related parties will not be voted on Resolution 1 (Remuneration Report). However, the Company need not disregard a vote on Resolution 1 if it is cast by the Chairman of the Annual General Meeting (as proxy appointed in writing for a person who is entitled to vote) where the proxy form expressly authorises the Chairman of the Annual General Meeting to exercise an undirected proxy, even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company or their closely related parties.

Accordingly, if you appoint the Chairman of the Meeting as your proxy, you should direct him how to vote on Resolution 1 or authorise him to vote on undirected proxies on the proxy form, if you want your Shares to be voted on that item of business.

3. RESOLUTION 2 – RE-ELECTION OF A DIRECTOR (BY ROTATION)

Background

Resolution 2 seeks approval for the re-election of Dr. Mike Etheridge as a Director.

Listing Rule 14.4 and Clause 11.3 of the Constitution require that at an Annual General Meeting of the Company one third of the Directors or if the number of directors is not a multiple of three that number which is nearest one-third (except the Managing Director) for the time being shall retire from office. A retiring Director is eligible for re-election.

Dr. Mike Etheridge retires by rotation in accordance with this requirement, is eligible for re-election and puts himself forward for re-election at this Annual General Meeting.

Directors’ Recommendation

All the Directors (excluding Dr. Mike Etheridge) recommend that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 – RE-ELECTION OF A DIRECTOR (NEW APPOINTMENT)

Background

Resolution 3 seeks approval for the re-election of Ms. Natalie Forsyth Stock as a Director.

Clause 11.12 of the Constitution requires that any Director appointed by the Directors, either as an addition to the existing Directors or to fill a casual vacancy, will hold office only until the next following annual general meeting and is then eligible for reelection.

Ms. Forsyth Stock retires by rotation in accordance with this requirement, is eligible for re-election and puts herself forward for re-election at this Annual General Meeting.

Ms. Forsyth Stock is an investment professional with over 20 years experience in investment banking and private equity investment. She was previously a Director of Allco Equity Partners Management Limited and Gresham Rabo Management Limited (both private equity managers), and the corporate advisory division of Gresham Partners Limited, where she specialised in mergers and acquisitions, fund raisings and valuations.

Ms. Forsyth Stock has a Bachelor of Business (Accounting) and Master of Business (Banking and Finance) from the University of Technology, Sydney and a Graduate Diploma in Applied Finance and Investment, from the Securities Institute of Australia. She is currently a non-executive director of Bounty Mining Limited (ASX: BNT).

Ms. Forsyth Stock has acted as the Company’s Chief Financial Officer on a consulting basis since 2012.

Directors’ Recommendation

All the Directors (excluding Ms Forsyth Stock) recommend that Shareholders vote in favour of Resolution 3.

5.

RESOLUTION 4 - RATIFY PREVIOUS ISSUE OF SHARES OF 14,285,714 SHARES

Background

On 13 February 2013, the Company announced that it had agreed to place 14,285,714 Shares to Gold Fields Limited or its nominee and also to divest its joint venture interests in various NSW projects to Gold Fields Australasia Pty Ltd, a wholly owned subsidiary of Gold Fields Limited (“Gold Fields”).

Subject to certain exceptions, none of which are relevant here, the Directors are restricted by Listing Rule 7.1 from issuing or agreeing to issue new securities in the Company in any 12 month period, which amount to more than 15% of the Company’s ordinary securities on issue without Shareholder approval ("15% Limit").

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior Shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The effect of such ratification is to restore a company's maximum discretionary power to issue further securities up to 15% of the issued capital of the company without requiring Shareholder approval.

The Company wishes to ratify this issue pursuant to Listing Rule 7.4, in order to allow the Company to have the right to place up to a further 15% of its issued capital at any time during the next 12 months.

The number of Shares issued represents approximately 7.45% of the Company’s share capital on issue immediately prior to the issue of the Shares. This previous issue did not breach the 15% threshold set by Listing Rule 7.1.

The following information is provided to Shareholders for the purposes of Listing Rule 7.5:

• (a) A total of 14,285,714 Shares were allotted on 19 February 2013.

• (b) The Shares were issued at an issue price of $0.035 per share;

• (c) The Shares are fully paid ordinary shares that rank equally in all respect with existing Shares, the terms of which are already in the public domain.

• (d) The shares were allotted to St Ives Gold Mining Company Pty Limited, a nominee of Gold Fields Limited.

• (e) None of the allottees are related parties to the Company or its associates.

• (f) The Shares were issued for cash consideration. The funds raised, $500,000, will be used for exploration and to fund working capital.

Directors’ Recommendation

If Resolution 4 is passed, the 15% Limit imposed by Listing Rule 7.1 will be renewed to the extent of the ratification. The Directors of the Company unanimously recommend that Shareholders vote in favour of Resolution 4 in order to provide maximum flexibility to the Company for future capital raising in the following 12 month period.

6. RESOLUTION 5 - APPROVE ISSUE OF 264,343 SHARES TO NATALIE FORSYTH STOCK, A DIRECTOR UNDER EXISTING EMPLOYEE INCENTIVE SCHEME

The Company approved an Employee Share and Loan Plan (the “Plan”) at a general meeting of the Company held on 29 May 2011 for the purposes of Listing Rule 7.2 Exception 9 and Listing Rule 10.14, pursuant to which the Board may make offers of Shares to eligible employees and consultants of the Company in order to provide an incentive to deliver growth and value for the benefit of all Shareholders. This Plan co-exists with the Company’s Employee Share Option Plan.

Conditional on Resolution 3 being approved, electing Natalie Forsyth Stock as an executive Director, Shareholder approval is now sought for the offer and subsequent issue of 264,343 Shares to Natalie Forsyth Stock, an executive Director, for the purposes of Listing Rule 10.14. If approval is given to Resolution 5, Shares issued under the Plan will be exempt from counting towards the 15% of the issued capital of the Company which may be issued in any 12 month period without requiring Shareholder approval in advance under ASX Listing Rules 7.1 or 10.11. Shareholder approval will therefore allow the Company to retain maximum flexibility in relation to use of that 15% capacity. If the approval now sought is given under Listing Rule 10.14 (as an exception to Listing Rule 10.11) then shareholder approval is not also required under Listing Rule 7.1.

Approval is not being sought for the issue of the Shares to Natalie Forsyth Stock pursuant to Chapter 2E of the Corporations Act because the remaining Directors in her absence (after she declared a material personal interest in the matter) resolved that the issue of the Shares form part of her reasonable remuneration and as such shareholder approval is not required for the provision of this financial benefit to a related party of the Compay, under section 211 of the Corporations Act.

Additional Information provided in compliance with Listing Rules 10.14 and 10.15A in relation to Resolution 5:

The maximum number of Shares that may be acquired by the Directors under the Plan is 5 million.

The number of Shares that may be acquired by the Directors under the Plan will be governed by the following formula. The aggregate number of Shares in respect of which invitations may be made to all Eligible Employees (which includes non executive and executive Directors) under the Plan on any date, when added to the number of Shares already issued under the Plan and the Company’s existing employee share option plan during the 5 years preceding the date on which invitations are made, must not exceed 5% of the total number of Shares on issue in the capital of the Company.

The issue price of each Plan Share will be determined by the Directors at or before the time of the invitation to acquire Shares under the Plan. The issue price will be no less than the 5 day volume weighted average price for the Shares preceding the date of the invitation to acquire Shares under the Plan.

Natalie Forsyth Stock, James Macdonald, Gordon Barnes and Michael Etheridge have received the following Shares under the Plan to date:

Plan to date:
Name of Director	Number of Shares received under the Plan	Acquisition Price for each Share
James Macdonald	528,687	2.6 cents
Gordon Barnes	1,565,885	2.6 cents
Michael Etheridge	793,030	2.6 cents
Natalie Forsyth Stock*	347,070	2.0 cents
Total	3,234,672

• Shares issued to Natalie Forsyth Stock prior to her appointment as a Director.

A total of 5,941,283 shares have been issued pursuant to the Plan to date, of which 2,887,602 were issued to Directors. 294,958 shares have since been bought back by the Company at the original issue price following resignation of one of the eligible employees (who was not a Director) prior to the end of the minimum performance period.

The names of all the people named in Listing Rule 10.14 who are eligible to participate in the Plan are James Macdonald, Gordon Barnes, Michael Etheridge and Natalie Forsyth Stock.

The loan terms applicable to any acquisition of Shares under the Plan are as follows: Any loan advanced by the Company to an Eligible Employee for the purposes of the Plan must be applied in payment to the Company of the issue price of the Shares. During the term of any such loan, dividends paid in respect of the Plan Shares in relation to which the Company made the loan will be retained by the Company as interest paid by the borrower on the loan. The borrower must repay the loan to the Company on the earlier of 5 years from the date of allotment of the Plan Shares to which the loan relates, or the date the borrower ceases to be employed by the Company. In such an event, the borrower is required to make available to the Company their Plan Shares to settle the loan.

Details of any Shares issued under the Plan will be published in each annual report of the Company relating to a period in which Shares have been issued under the Plan, with the information that approval for the issue of the Shares was obtained under Listing Rule 10.14.

Ms Forsyth Stock was appointed to the Board after the date that previous shareholder approval was granted and is the only additional Director for whom Listing Rule 10.14 approval to participate in the Plan is now sought. Ms Forsyth Stock was previously issued shares under the Plan in her role as Chief Financial Officer, prior to her appointment as a Director. Any additional Directors who become entitled to participate in the Plan after this Meeting who are not named in this Notice of Meeting, will not participate in the Plan until shareholder approval is obtained under Listing Rule 10.14.

The Shares will be issued by the Company no later than 3 years after the date of the Meeting.

Any undirected proxies held by the Chairman of the Annual General Meeting, other directors or other key management personnel or any of their closely related parties will not be voted on Resolution 5. However, the Company need not disregard a vote on Resolution 5 if it is cast by the Chairman of the Annual General Meeting (as proxy appointed in writing for a person who is entitled to vote) where the proxy form expressly authorises the Chairman of the Annual General Meeting to exercise an undirected proxy, even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company or their closely related parties.

Accordingly, if you appoint the Chairman of the Meeting as your proxy, you should direct him how to vote on Resolution 5 or authorise him to vote on undirected proxies on the proxy form, if you want your Shares to be voted on that item of business.

1. ENQUIRIES

Shareholders are invited to contact the Company Secretary, Rowan Caren on (08) 9226 0085 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

"ASX" means ASX Limited;

"Board" means the board of Directors;

"Company" or "Clancy" means Clancy Exploration Limited ACN 105 578 756;

"Constitution" means the Company's Constitution;

"Corporations Act" means the Corporations Act 2001 (Cth);

"Directors" means the directors of the Company;

"EST" means Australian Eastern Standard Time;

• "Listing Rules" means the Listing Rules of ASX;

"Notice", "Notice of Meeting" or "Notice of General Meeting" means the notice of meeting which accompanies this Explanatory Statement;

"Shareholders'" means the holders of the Shares; and

• "Shares" means fully paid ordinary shares in the Company.

PROXY FORM

APPOINTMENT OF PROXY

CLANCY EXPLORATION LIMITED

ACN 105 578 756

ANNUAL GENERAL MEETING

being a Member of Clancy Exploration Limited entitled to attend and vote at the Annual General Meeting, hereby Appoint

Name of proxy

---

of (address)

______________ or failing the person so named or, if no person is named, the Chairman of the Annual General Meeting, 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 to be held at 3 Corporation Place, Orange, NSW, Australia, at 10.00am (EST) on Friday 24th May 2013 and at any adjournment thereof.

Resolution 1 Remuneration Report Resolution 2 Re-election of a Director – M Etheridge Resolution 3 Re-election of a Director – N Forsyth Stock Resolution 4 Ratification of Share Issue Resolution 5 Approval for Issue of Shares to a Director	FOR	AGAINST	ABSTAIN

If you do not wish to direct your proxy how to vote, please place a mark “X” in the box

The Chairman of the Meeting intends to vote undirected proxies in favour of each Resolution. If the Chairman of the Meeting is your proxy (or becomes your proxy by default), you authorise the Chairman to exercise your proxy on Resolutions 1 to 5. For Resolutions 1 and 5, this authority is also subject to you marking the box in the section below

Important for Resolutions 1 and 5: If the Chairman of the Meeting is your proxy and you have not directed the Chairman how to vote on Resolutions 1 and 5 below, please mark the box below. 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 Resolutions 1 and 5 and your votes will not be counted in computing the required majority if a poll is called on Resolutions 1 and 5. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolutions 1 and 5.

I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if the Chairman has an interest in t � outcome of Resolutions 1 and 5, and that votes cast by the Chairman, other than as proxy holder, would be disregarde because of that interest.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is %.

Signed this	day of	2013
By:
Individuals and joint holders		Companies (affix common seal if appropriate)
Signature	_______	Director	____
Signature	_______	Director/Company Secretary	____
Signature	_______	Sole Director and Sole Company Secretary	____

CLANCY EXPLORATION LIMITED ACN 105 578 756

Instructions for Completing Appointment of Proxy Form

1. A member entitled to attend and vote at a general meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.

1. Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

2. 2 directors of the company;

3. a director and a company secretary of the company; or

4. for a proprietary company that has a sole director who is also the sole company secretary - that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

1. Completion of a Proxy Form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

2. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the original power of attorney, or certified copy thereof, must be lodged in like manner as this proxy.

3. Any undirected proxies held by the directors, other than the chairman of the meeting, or other key management personnel or any of their closely related parties will not be voted on Resolutions 1 (Remuneration Report) or 5 (Approval for Issue of Shares). The chairman of the meeting may cast a vote (as proxy appointed in writing for a person who is entitled to vote) where the proxy form expressly authorises the Chairman of the Meeting to exercise an undirected proxy, even though Resolutions 1 and 5 are connected directly or indirectly with the remuneration of a member of the KMPs of the Company or their closely related parties. Key management personnel of the Company are the directors of the Company and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies the Company’s key management personnel for the financial year to 31 December 2012. Their closely related parties are defined in the Corporations Act, and include certain members of their family, dependents and companies they control. If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Resolutions 1 and 5 by marking either “For” or “Against” or Abstain” on the voting form for that item of business.