RENEGADE EXPLORATION LIMITED — Proxy Solicitation & Information Statement 2007

May 20, 2007

OVERLAND RESOURCES LIMITED

ABN 92 114 187 978

NOTICE OF GENERAL MEETING

TIME: 3:00pm (WST)

DATE: 21 May 2007

PLACE: The Sutherland Room City West Function Centre City West Centre 45 Plaistowe Mews West Perth WA 6005

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (08) 9226 5566.

CONTENTS

Notice of General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary
Proxy Form	8

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The general meeting of the Shareholders of Overland Resources Limited which this Notice of Meeting relates to will be held at 3:00pm (WST) on Monday, 21 May 2007 at:

The Sutherland Room City West Function Centre City West Centre 45 Plaistowe Mews West Perth WA 6005

YOUR VOTE IS IMPORTANT

The business of the general meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the general meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed and either:

• send the proxy form by post to Overland Resources Limited, PO Box 457, West $(a)$ Perth, WA, 6872; or
• send the proxy form by facsimile to the Company on facsimile number (08) $(b)$ 9226 2027,

so that it is received not later than 3:00pm (WST) on 19 May 2007.

Proxy forms received later than this time will be invalid.

NOTICE OF GENERAL MEETING

Notice is given that the general meeting of Shareholders of Overland Resources Limited will be held at The Sutherland Room, City West Function Centre, City West Centre, 45 Plaistowe Mews, West Perth, Western Australia at 3:00pm (WST) on Monday, 21 May 2007.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the general meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Reaulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the general meeting are those who are reaistered Shareholders at the close of business on 19 May 2007.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

$\mathbf{1}$ RESOLUTION 1 - RATIFICATION OF SHARE ISSUE

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 of the Listing Rules of Australian Stock Exchange Limited and for all other purposes, the Company ratifies the allotment and issue of 5,000,000 fully paid ordinary shares in the capital of the Company on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Short Explanation: An equity issue can be ratified by shareholders in accordance with the ASX Listing Rules. This allows the Company the flexibility to issue securities in the future up to the threshold of 15% of its total ordinary securities in any 12 month period. Please refer to the Explanatory Statement for details.

Voting Exclusion: The Company will disregard any votes cast on this resolution by a person who participated in the issue.

$2.$ RESOLUTION 2 - ALLOTMENT AND ISSUE OF NEW 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 7.1 of the Listing Rules of Australian Stock Exchange Limited and for all other purposes, approval be given for the Company to issue 15,000,000 fully paid ordinary shares in the capital of the Company on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Short Explanation: Under the Listing Rules, the Company may seek shareholder approval prior to a placement to authorise it to make an issue of securities in excess of the 15% threshold of its total ordinary securities and to allow it the flexibility to make future issues of securities up to the threshold of 15% of its total ordinary securities in any 12 month period. Please refer to the Explanatory Statement for details.

Voting Exclusion: The Company will disregard any votes cast on this resolution by 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, and any associate of those persons.

DATED: 17 APRIL 2007

BY ORDER OF THE BOARD

TIM FLAVEL COMPANY SECRETARY OVERLAND RESOURCES LIMITED

Voting Exclusion Note:

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 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

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the general meeting to be held at The Sutherland Room, City West Function Centre, City West Centre, 45 Plaistowe Mews, West Perth, Western Australia on 21 May 2007 at 3:00pm (WST).

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the resolutions in the Notice of Meetina.

$\mathbf{1}$ . RESOLUTION 1 - RATIFICATION OF SHARE ISSUE

Resolution 1 seeks Shareholder ratification of the issue of 5,000,000 Shares.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

Ratification by the shareholders of the Company is now sought pursuant to ASX Listing Rule 7.4 in order to reinstate the Company's capacity to issue up to 15% of its issued capital, if required in the next 12 months without shareholder approval.

ASX Listing Rule 7.5 requires that the following information be provided to Shareholders in relation to Resolution 1:

• the total number of Shares issued by the Company is 5,000,000 Shares; $(a)$
• $(b)$ the Shares will be issued at a price of \$0.60 per Share;
• $\left( \bigcirc \right)$ the Shares have not vet been allotted at the date of despatch of this Explanatory Statement, however will have been allotted by the date of the general meeting. Although the allottees have not yet been determined, it is intended that the Shares will be allotted to a number of clients of KTM Capital Pty Ltd all of whom will be subscribers to a Short Form Prospectus issued by the Company;
• the Shares when allotted and issued will rank equally in all respects with the $(d)$ Company's existing Shares on issue;
• $\Theta$ no related parties or their associates will participate in the issue of the Shares under this Resolution 1: and
• $(f)$ as announced to ASX on 16 April 2007, the monies raised from the issue of the Shares, when combined with the monies raised from the issue and allotment of Shares the subject of Resolution 2, will be used primarily to fund evaluation and feasibility work for the Andrew Base Metal Project in the Yukon Territory, Canada. Completion of the placement will enable the Company to exercise

its option to acaujre a 90% interest in the Andrew Base Metal Project. It is intended that the use of the funds raised will be allocated in the following manner:

Use of Funds
Evaluation of the Andrew Base Metal Project	4,500,000
Regional exploration of the Andrew Base Metal Project	2,000,000
Exercise of option to acquire 90% interest in Andrew Base Metal Project	350,000
Feasibility and test work on the Andrew Base Metal Project	2,500,000
New Project Generation	500,000
Working capital	1,400,000
Expenses of the placement	750,000
Total	12,000,000

$2.$ RESOLUTION 2 - ALLOTMENT AND ISSUE OF NEW SHARES

Resolution 2 seeks Shareholder approval for the allotment and issue of a further 15,000,000 Shares to domestic and international retail and institutional clients of KTM Capital Pty Ltd as announced to ASX on 16 April 2007.

ASX Listing Rule 7.3 requires that the following information be disclosed to Shareholders for the purposes of obtaining Shareholder approval pursuant to ASX Listing Rule 7.1:

• the maximum number of Shares to be issued by the Company pursuant to $\alpha$ Resolution 2 is 15,000,000 Shares:
• $(b)$ it is intended that the allotment and issue of the Shares will take place on one date shortly after approval is received at the general meeting but in any event will take place no later than three (3) months after the date of the aeneral meeting (or such later date as permitted by ASX):
• it is intended that the Shares will be allotted to a number of clients of KTM Capital $\left( c\right)$ Pty Ltd all of whom will be subscribers to a Short Form Prospectus issued by the Company;
• $(d)$ the Shares will be issued at \$0.60 per Share;
• the Shares issued will rank equally in all respects with the Company's existing $(e)$ Shares on issue:
• no related parties or their associates will participate in the issue of Shares; and $(f)$
• as announced to ASX on 16 April 2007, the funds raised, when combined with the $(\alpha)$ funds raised from the issue of Shares the subject of Resolution 1 will be used to fund evaluation and feasibility work for the Andrew Base Metal Project. The use of funds shall be as outlined in Section 1 of this Explanatory Statement.

GLOSSARY

ASIC means Australian Securities & Investments Commission.

ASX means ASX Limited.

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

Board means the Board of Directors.

Company or Overland means Overland Resources Limited (ABN 92 114 187 978).

Constitution means the constitution of the Company.

Director means a director of the Company.

Short Form Prospectus means a short form prospectus lodged by the Company with the ASIC on 16 April 2007 for the issue of 20,000,000 Shares at an issue price of \$0.60 per Share.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

WST means Western Standard Time.

APPOINTMENT OF PROXY OVERLAND RESOURCES LIMITED ABN 92 114 187 978

I/We

being a shareholder of Overland Resources Limited entitled to attend and vote at the general meeting, hereby

Appoint

Name of proxy

or failing the person so named or, if no person is named, the Chairman of the general meeting or the Chairman's nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the general meeting to be held at The Sutherland Room. City West Function Centre, City West Centre, 45 Plaistowe Mews, West Perth, Western Australia on 21 May 2007 at 3:00pm (WST) and at any adjournment thereof.

	Voting on Business of the General Meeting
		FOR	AGAINST ABSTAIN
Resolution 1 Resolution 2	Ratification of Share Issue Allotment and issue of New Shares		$\begin{bmatrix} 1 & 1 \ 1 & 1 \end{bmatrix}$	Tara

OR

In relation to Resolutions 1 and 2, if the Chairman is to be your proxy and you do not wish to direct your proxy how to yote on Resolutions 1 and 2, please place a mark in this box

By marking this box, you acknowledge that the Chairman of the meeting 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 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 2 and your votes will not be counted in computing the required majority if a poll is called on these Resolutions. The Chairman intends to vote in favour of each Resolution.

YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE. OTHERWISE THIS APPOINTMENT OF PROXY FORM WILL BE DISREGARDED.

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.

Signed this dav of

By:

Individuals and joint holders

Signature
Signature
Signature

Companies (affix common seal if appropriate)

Director

2007

Director/Company Secretary

Sole Director and Sole Company Secretary

OVERLAND RESOURCES LIMITED ABN 92 114 187 978

Instructions for Completing 'Appointment of Proxy' Form

• $\mathbf{1}$ . A shareholder 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 shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
• $2.$ A duly appointed proxy need not be a shareholder of the Company. In the case of joint holders, all must sian.
• 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:
• Directors of the company: $\bullet$
• a Director and a company secretary of the company; or $\blacksquare$
• 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.

• $\overline{4}$ . 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 general meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the general meeting.
• 1. Where a proxy form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.
• To vote by proxy, please complete and sian the proxy form enclosed and either: 6.
• send the proxy form by post to Overland Resources Limited, PO Box 457, $(h)$ West Perth, WA, 6872; or
• $\prod$ send the proxy form by facsimile to the Company on facsimile number (08) 9226 2027,

so that it is received not later than 3:00pm (WST) on 19 May 2007.

Proxy forms received later than this time will be invalid.