RIEDEL RESOURCES LIMITED — Proxy Solicitation & Information Statement 2012

Jan 16, 2012

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Riedel Resources Limited ACN 143 042 022

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

General Meeting to be held at Suite 1, 45 Ord Street, West Perth on 22 February 2012 commencing at 8.30am (WST).

This Notice of General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders of Riedel Resources Limited (ACN 143 042 022) (“Company”) will be held at Suite 1, 45 Ord Street, West Perth on 22 February 2012 commencing at 8.30am (WST).

BUSINESS

1. Resolution 1: Issue of Consideration Shares to Golden Rim

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

“That for the purposes of Listing Rule 7.1 and for all other purposes, approval be and is hereby given to allot and issue 12,500,000 fully paid ordinary shares in the Company to Golden Rim Resources Ltd for the purposes and on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion: The Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue or 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. However the Company need not disregard any 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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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Explanatory Statement

The accompanying Explanatory Statement forms part of this Notice of General Meeting and should be read in conjunction with it.

Shareholders are specifically referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used in this Notice of General Meeting and the Explanatory Statement.

Proxies

Please note that:

• (a) a Shareholder 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;

• (c) a Shareholder may appoint a body corporate or an individual as its proxy;

• (d) a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy; and

• (e) Shareholders 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 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. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate 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 or its share registry in advance of the General Meeting or handed in at the General Meeting when registering as a corporate representative.

Voting Entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person’s entitlement to vote at the General Meeting will be the entitlement of that person set out in the register of Shareholders as at 4.00pm (WST) on 20 February 2012. Accordingly, transactions registered after that time will be disregarded in determining Shareholder’s entitlement to attend and vote at the General Meeting.

By Order of the Board of Directors

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Bruce Franzen

Executive Director Riedel Resources Limited

16 January 2012

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Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolution in the accompanying Notice of General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary.

1. Background to the Acquisition of the Permits

On 15 November 2011, the Company announced that it had entered into a binding Letter Agreement with Golden Rim to acquire 100% of the Golden Rim’s right, title and interest in 5 prospective exploration permits in Burkina Faso. The 5 exploration permits which the Company will acquire pursuant to the Letter Agreement are the:

• Galgouli South Permit;

• Gonsin Permit;

• Tagou Permit;

• Moaga Permit;

• Keri Permit;

(“ the Permits ”).

On 16 January 2012 the Company entered into a more detailed Formal Agreement with Golden Rim, as contemplated in the Letter Agreement, to replace and supercede the terms of the Letter Agreement (“ Formal Agreement ”). A summary of the material terms of the Formal Agreement is set out in section 2 below.

As announced on 15 November 2011, the Permits are highly prospective for the discovery of gold deposits and multiple drill targets have been identified within each Permit, with several Permits along strike from major gold deposits and operating gold mines.

Golden Rim’s right to acquire a 100% interest in each of the Permits is pursuant to the following legally binding agreements with the respective owners of the Permits (“ Permit Agreements ”):

Permit Name	Agreement Date	Title
Galgouli South	11/05/10	Offer to Purchase Galgouli Sud Permit Title Number 09/144/MCE/SG/DGMC
Gonsin	23/04/10	Offer to Purchase Gonsin Permit Title Number No 9 – 229/MCE/SG/DGMCC
Keri	04/05/10	Offer to Purchase Keri Permit Title Number No 09/163/MCE/SG/DGMCC
Moaga	10/05/10	Offer to Purchase Moaga Permit Title Number 08/142/MCE/SG/DGMGC
Tagou	10/05/10	Offer to Purchase Tagou Permit Title Number 08/149/MCE/SG/DGMGC

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Permit Locations

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Figure 1: Burkina Faso Permit locations

Galgouli South Permit

Galgouli South is located in southern Burkina Faso and covers an area of 250km[2] . The Permit lies approximately 330km to the south-west of the capital city, Ouagadougou and approximately 40km north-west of Ampella Mining Ltd’s 3.1Moz Au Konkera Deposit.

Galgouli South lies at the southern end of, and along the eastern margin of the northsouth trending Houndé greenstone belt. The Houndé greenstone belt hosts several major gold deposits.

A series of active and abandoned artisanal diggings have been observed throughout the Permit area along several north-south trending corridors. Artisanal miners are exploiting gold from quartz veins up to 4 metres wide.

Prior to the work commenced by Golden Rim in 2010, the Permit was unexplored. Since January 2011, Golden Rim has carried out field exploration over 4 prospect areas (Wewekera, Logolona, Logolona North and Ouatiano). Prospect areas are shown in Figure 2. Work to date has included litho-structural mapping, rock and soil sampling and orientation auger drilling.

Soil sampling covered a number of areas showing artisanal diggings or airborne magnetic anomalies. A total of 4,657 soil samples were collected along 200 metre x 50 metre grids and a total of 150 rock chip samples were collected during the soil survey (see Figure 2).

Most of the exploration to date has focused on the Wewekera prospect along the western boundary of the Permit. Geological mapping at Wewekera has outlined a diversified lithological sequence made up of mafic to intermediate volcano-plutonic units (gabbros, diorites, basalts, andesites), breccia sequences and sedimentary units (sandstones and cherts). These rocks have been intruded by a granitic complex.

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Figure 2: Location of Galgouli South prospect areas and geochemical sampling over aeromagnetic image

At the Wewekera prospect, 3,519 soil samples[1] were collected with results highlighting significant gold-in-soil anomalism. Gold-in-soil results with peak values of 1.13g/t Au and 1.07g/t Au were obtained over an area of 1km x 0.5km (see Figure 3) which forms part of a 2.5km x 0.5km NE-SW trending area anomalous in gold (see Figure 4).

From the 3,519 soil samples collected 1,919 samples returned values greater than or equal to 0.001g/t Au (the lower limit of detection) and 10% of the samples returned values greater than or equal to 0.01g/t Au (ten times the lower limit of detection).

1 Soil samples weighing approximately 2kg were collected from the base of a small pit, hand dug to a depth of approximately 0.5 metres. All of the material was crushed to -3mm then split into 2 equal portions at an independent laboratory. One of the sample portions was pulverised to >95% having a particle size of <75 microns prior to BLEG (bulk leach extractable gold) analysis via 12 hour bottle roll tests and gold content determination by Flame A.A.S.

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From the 130 rocks chip samples[2] collected at the Wewekera prospect, the peak values of 2.39g/t Au and 1.05g/t Au coincide with the gold-in-soil anomaly. Ninety nine of the 130 rock chip samples returned values greater than or equal to 0.005g/t Au (the lower limit of detection) and 10% of the samples returned values greater than or equal to 0.09g/t Au (18 times the lower limit of detection).

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Figure 3: Wewekera Prospect - Location of gold-in-soil anomalies and rock chip gold results

2 Rock chip samples were submitted to an independent laboratory for sample preparation to produce a product conforming to >95% of the pulverised product having a particle size of <75 microns. Analysis for gold was facilitated by fire assay using 50gm of prepared sample material and gold concentration determined by Flame A.A.S.

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The main area of gold anomalism at Wewekera occurs on the eastern edge of a small magnetic high anomaly near the contact of greenstone and intrusive units. The anomaly lies between two WNW-trending interpreted structures which form part of a fault splay system which runs eastward into Ampella’s permits. One of these major faults is interpreted to be a splay off the shear zone that hosts the Konkera deposit ([3] Indicated and Inferred Mineral Resources of 61.8Mt @ 1.6 g/t for 3.1M oz of gold, at a cut-off grade of 0.5 g/t Au) .

Orientation power auger drilling using a 200m x 50m grid has been carried out at Wewekera to check two soil anomalies (Figure 3). A total of 180 auger holes with a cumulative 852m were completed. Auger results were lower than the soil gold results but still outline a discrete gold anomalous trend coincident with the soil anomaly. The lower results in the auger drilling may be due to the remobilization of gold, the thick weathering profile with elevated gold concentrations in the ferricrete crust, and depleted levels of gold in the underlying saprolite.

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Figure 4: Location of gold-in-soil anomalies and rock chip gold results - Wewekera prospect

3 Ampella Mining Ltd AGM Presentation 10 November 2011

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Gonsin Permit

Gonsin is located in the central northern part of Burkina Faso, approximately 110km north-west of Ouagadougou. The Permit has an area of 239.5km[2] and is located along strike from the 0.6M oz Kalsaka gold mine, operated by Cluff Gold plc (see Figure 5).

Gonsin lies on a north-east trending belt of Birimian volcano-sedimentary rocks. On the surrounding properties held by Cluff, the operating Kalsaka gold mine is hosted by ENEWSW striking shear zones which can be traced through the Gonsin Permit before they converge with the Sabce Fault Zone. The Sabce Fault Zone is a major gold mineralised, regional fault or structural zone which hosts High River Gold’s 1.7M oz Au Bissa Hill Deposit, located 50km to the east of Kalsaka.

To date, the only area which has been explored by Golden Rim is a 4km[2 ] area immediately surrounding artisanal gold mining workings at the Kougtanga prospect (see Figure 5). Gold mineralisation observed at Kougtanga consists of multiple auriferous quartz/pyrite veins and artisanal mining is developed on two parallel quartz vein systems up to 2 metres wide and associated vein stockworks to depths of approximately 30 metres.

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Figure 5: Location of gold-in-soil anomalies, rock chip gold and RC drilling results over aeromagnetic image - Kougtanga prospect

Initial exploration activities included soil sampling (451 samples), rock chip sampling (70 samples), basic geological mapping and 1,686 metres of reverse circulation drilling (20 holes) which returned narrow gold intercepts up to 2.23g/t Au.

The soil sampling results defined a number of discontinuous anomalies trending NE-SW for up to 2.3km with a peak value of 7.04g/t Au.

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From the 451 soil samples collected 423 samples returned values greater than or equal to 0.001g/t Au (the lower limit of detection) and 10% of the samples returned values greater than or equal to 0.018g/t Au (eighteen times the lower limit of detection).

Rock chip samples were collected primarily from around artisanal workings with a peak value of 6.08 g/t Au.

Fifty one of the 70 rock chip samples returned values greater than or equal to 0.005g/t Au (the lower limit of detection) and 10% of the samples returned values greater than or equal to 0.46g/t Au (92 times the lower limit of detection).

A RC drilling programme was completed prior to the onset of rains in June 2010. The aim of the drilling programme was to test two parallel quartz vein systems that hosted artisanal workings along the strike of the vein system. A total of 20 RC holes were drilled for an aggregate of 1,686 metres.

Holes were drilled either at an azimuth of 120-130 degrees or 300 degrees at a dip of 50 degrees. The deepest hole was 94m. Four parallel fences of holes were completed.

The best intercepts are:

4m @ 0.54 g/t gold from 76m in GKRC 002 (quartz vein). 1m @ 2.23 g/t gold from 2m in GKRC 013 (tuff unit). 1m @ 1.81 g/t gold from 24m in GKRC 011 (tuff unit). 1m @ 0.81 g/t gold from 54m in GKRC 017 (quartz vein). 1m @ 0.58 g/t gold from 47m in GKRC 018 (sediments).

From the total of 1,685 RC samples[4] collected 879 samples returned values greater than or equal to 0.005g/t Au (the lower limit of detection) and 10% of the samples returned values greater than or equal to 0.03g/t Au (six times the lower limit of detection) with a maximum value of 2.23g/t Au.

The remainder of the Permit area is yet to be visited.

Tagou Permit

Tagou covers an area of 205.5km[2 ] and is located in south-east Burkina Faso, approximately 250km south-east of Ouagadougou. The Tagou Permit lies along the north-east trending Fada greenstone belt in a similar geological setting as that hosting Mount Isa Metals’ high-grade Nabanga gold discovery, located 30km to the south.

Artisanal diggings have been observed throughout the Permit area in diverse geological settings. Gold mineralisation exists in quartz-sulphide veins, siliceous pegmatites and sulphide-magnetite-bearing conglomerates. Veins up to 20 metres in width are present with at least 3 mineralised trends identified to date.

At Tagou, geological mapping has been completed in conjunction with reconnaissance rock chip sampling (133 samples), returning excellent assay results with peak values of 65.5g/t Au, 28.0g/t Au and 14.3g/t Au. Subsequent, selective soil sampling (1,545 samples) completed over five prospective target areas outlined significant gold-in-soil anomalism with values up to 0.3g/t Au (see Figure 6).

From the 133 rocks chip samples collected 59 samples returned values greater than or equal to 0.005g/t Au (the lower limit of detection) and 10% of the 59 samples returned values greater than or equal to 1.03g/t Au (206 times the lower limit of detection).

From the 1,545 soil samples collected 908 samples returned values greater than or equal to 0.001g/t Au (the lower limit of detection) and 10% of the samples returned values greater than or equal to 0.01g/t Au (ten times the lower limit of detection).

4 RC drilling samples were submitted to an independent laboratory for sample preparation to produce a product conforming to >95% of the pulverised product having a particle size of <75 microns. Analysis for gold was facilitated by fire assay using 50gm of prepared sample material and gold concentration determined by Flame A.A.S.

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Figure 6: Geological map of Tagou showing the location of artisanal diggings and gold anomalous soil and rock chip sample results

An interpretation of regional airborne magnetic data suggests there may be a plus 10 kilometre wide, north-east trending structural corridor characterised by multiple-parallel faults that bisects the Permit area over a strike distance of approximately 10 kilometres.

Moaga Permit

Moaga covers an area of 242km[2] and is located in south-east Burkina Faso, 220 km from Ouagadougou on the north-east trending Tenkodogo greenstone belt. A major regional structure, the Youga Shear, passes through the Permit area and this structure hosts Endeavour Mining Corporation’s 1.1M oz Youga gold deposits, 60km along strike to the south-west. The Youga Shear is a splay structure related to the Markoye Fault, a structure which is interpreted to control a number of multi-million ounce gold deposits in Burkina Faso.

The geology at Moaga is dominated by mafic to intermediate volcanics and sediments which have been interrupted by a series of gabbro, diorite, granodiorite and granite intrusives.

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During 2011, field activities at Moaga included geological mapping and cursory reconnaissance rock chip sampling, however, as yet no systematic geochemical sampling has been conducted.

Keri Permit

Keri covers an area of 139km[2] and is situated in north-east Burkina Faso along the border with Niger, approximately 365km to the north-east of Ouagadougou. Keri covers part of the north-east trending Sebba greenstone belt and a major shear splay related to the regional Markoye Fault system.

In the western portion of the Keri Permit the geology is dominated by a north-east trending belt of volcano-sedimentary rocks and in the east by a sequence of granitoids. The volcano-sedimentary sequence is intruded by a number of mafic and felsic units which are generally oriented northeast-southwest and the structural architecture of the Permit is dominated by major northeast-southwest trending faults that appear to define the boundaries of the volcano-sedimentary package. Significant north-west trending cross structures can be identified in the regional magnetic data, cutting the granitic sequence in the east.

Mineralisation identified to date at Keri is related to gold-bearing quartz veins. A number of major artisanal mining sites have been located within the Permit area where sulphidic and manganiferous quartz veins are being exploited. The most extensive artisanal workings observed are developed on a sheeted quartz vein system which is exposed over a strike length of 400 metres.

In April 2011 a detailed airborne magnetic/radiometric survey was flown over Keri with subsequent interpretation identifying several major zones of faulting, offering prospective target areas for exploration. Notwithstanding, only limited field work has been carried out at Keri, focused on geological mapping and rock chip sampling. No systematic geochemical sampling has yet been conducted.

Competent Person’s Statement

The information in this Explanatory Statement that relates to Exploration Results and Mineral Resources is based on information compiled by Mr Ed Turner, who is a Member of The Australian Institute of Geoscientists. Mr Turner has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activities undertaken to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Exploration Targets, Mineral Resources and Ore Reserves’. Mr Turner consents to the inclusion in this Explanatory Statement of the matters based on his information in the form and context in which it appears.

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2. Material terms of the Formal Agreement

The material terms of the Formal Agreement are:

• The acquisition of the Permits by the Company is subject to and conditional upon:

• the Company obtaining all necessary Shareholder and regulatory approvals and consents to implement the acquisition as may be required by its constitution, ASX, the Listing Rules, the Corporations Act, ASIC, any other government agency or the relevant laws of Burkina Faso; and

• Golden Rim, the Company (or its nominee) and the third parties to the Permit Agreements entering into deeds of assignment and assumption in respect to each of the Permit Agreements, under which Golden Rim will assign its interest in the Permits to the Company (or its nominee) with effect from the transaction completion date.

• Subject to the satisfaction of the conditions precedent, at completion Golden Rim will assign 100% of its rights, title and interests in the Permits pursuant to the Permit Agreements to the Company (or its nominee). At and from completion the Company (or its nominee) will be responsible for Golden Rim’s rights and liabilities under the Permit Agreements.

• If the conditions precedent are not satisfied (or waived) by the parties within 90 days of the date of execution of the Formal Agreement then either party may terminate the Formal Agreement by written notice.

• The Formal Agreement acknowledges that on execution of the Letter Agreement, the Company paid Golden Rim a non-refundable deposit of US$25,000.

• The Company will pay and issue the following consideration to Golden Rim (or its nominee) at completion:

• US$875,000; and

• 12,500,000 fully paid ordinary shares in the Company (“ Consideration Shares ”). All of the Consideration Shares will be voluntarily escrowed for 12 months following their date of issue.

• On and from the date of execution of the Formal Agreement, the Company (or its nominee) will be entitled to enter upon the Permits and conduct such activities as are agreed in writing with Golden Rim (subject to any consents or approvals required).

• The Formal Agreement contains additional provisions, including warranties and indemnities, considered standard in an agreement of this type.

3. The Permit Agreements

If completion under the Formal Agreement occurs, Golden Rim will assign all of its rights and obligations under the Permit Agreements to the Company (or its nominee). Following which the Company will be required to make the following payment obligations under the Permit Agreements:

• staged payments and commissions that are owed to the original owners of the Permits. These payments and commissions are payable over a period of two years and total US$621,000; and

• a 1% net smelter return royalty in respect to each Permit payable to the original Permit vendors. Each royalty can be purchased by the Company at any time by the payment of US$1,000,000 per permit.

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4. Capital Structure

The capital structure of the Company following the acquisition of the Permits (and issuing the Consideration Shares) is shown below:

the Consideration Shares) is shown below:
SHARES		%
		Change
Currently on issue	58,304,760
Consideration Shares to be issued to Golden Rim
pursuant to the acquisition of the Permits	12,500,000	17.65%
SHARES TOTAL	70,804,760
OPTIONS
Options currently on Issue:
Listed entitlement options (RIEO) exercisable at 20	29,094,050
cents before 30 November 2012
Unlisted options (RIEAO) exercisable at 30 cents	9,500,000
before 30 June 2014
Unlisted performance rights (RIEAQ) exercisable
before 27 July 2014 at:
(a) 27 cents	2,666,667
(b) 36 cents	2,666,667
(c) 45 cents	2,666,666
OPTIONS TOTAL	46,594,050

This General Meeting has been called to seek Shareholder approval for the issue of the Consideration Shares to Golden Rim.

5. Resolution 1 - Issue of the Consideration Shares to Golden Rim

Resolution 1 is an ordinary resolution which seeks approval for the issue of the Consideration Shares to Golden Rim.

Listing Rule 7.1 provides that (subject to certain exceptions, none of which are relevant here) prior approval of Shareholders is required for an issue of securities if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number of Shares on issue at the commencement of that 12 month period.

The effect of Resolution 1 will be to allow the Directors to issue the Consideration Shares pursuant to Resolution 1 without using the Company’s 15% annual capacity. Listing Rule 7.3 requires that certain information accompany the Notice of General Meeting in relation to an approval under Listing Rule 7.1. This information is set out below:

(a) The name of the allottee of the securities

The allottee is Golden Rim Resources Limited.

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(b) The maximum number of securities to be issued

The maximum number of securities to be issued pursuant to Resolution 1 is 12,500,000 Shares.

(c) The date of allotment and issue of securities

The Shares to be issued pursuant to Resolution 1 will be allotted and issued to Golden Rim no later than three (3) months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

(d) The issue price of the securities

There is no issue price payable for the Consideration Shares issued under Resolution 1, as the Consideration Shares will be issued as part consideration for the acquisition of Golden Rim’s interest in the Permits in accordance with the Formal Agreement.

(e) The terms of the securities

The Consideration Shares to be issued will rank equally on allotment and issue with the existing Shares of the Company. The Consideration Shares will be escrowed for 12 months from issue.

(f) Intended use of the funds raised

No funds will be raised by the issue of the Consideration Shares under Resolution 1, as the Consideration Shares are being issued as part consideration for the acquisition of Golden Rim’s interest in the Permits. Further information regarding the Permits and the terms and conditions of the acquisition are summarised above.

The Board recommends that Shareholders of the Company vote in favour of Resolution 1.

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Glossary

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

ASX ASX Limited (ACN 008 624 691) trading as the Australian Securities Exchange. Board the board of Directors. Chairman Mr Ian Tchacos. Consideration Shares means the 12,500,000 Shares to be issued to Golden Rim pursuant to the Formal Agreement as set out in section 2 of the Explanatory Statement. Constitution the constitution of the Company. Company Riedel Resources Limited ACN 143 042 022. Corporations Act Corporations Act 2001 (Cth). Director a director of the Company. Explanatory Statement the explanatory statement accompanying the Notice of General Meeting. Formal Agreement means the formal sale agreement between the Company and Golden Rim dated 16 January 2012 which replaces and supercedes the terms of the Letter Agreement. Glossary means this glossary of defined terms. Golden Rim means Golden Rim Resources Limited (ACN 006 710 774) Letter Agreement means the letter agreement between the Company and Golden Rim dated 14 November 2011.

Listing Rules

the listing rules of ASX.

Notice or Notice of General Meeting the notice of general meeting accompanying the Explanatory Statement.

Permits

means the five exploration permits in Burkina Faso specified in section 1 of the Explanatory Statement.

Permit Agreements

means the agreements pursuant to which Golden Rim owns its interest in the Permits

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	as specified in section 1 of the Explanatory
	Statement.
Share	a fully paid ordinary share in the capital of
	the Company.
Shareholder	a holder of Shares.
WST	Western Standard Time in Australia.

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Riedel Resources Limited ACN 143 042 022 PROXY FORM

Shareholder Details

Name: ……………………………………………………………………………………………………………………………………………….

Address: …………………………………………………………………………………………………………………………………………….

Contact Telephone No: …………………………………………………………………………………………………………………………….

Contact Name (if different from above): …………………………………………………………………………………………………………..

STEP 1 – Appointment of Proxy

I/We being a shareholder/s of Riedel Resources Limited and entitled to attend and vote hereby appoint the following proxy/proxies to attend and act on my/our behalf and to vote in accordance with my/our following directions at the General Meeting of Riedel Resources Limited to be held at Suite 1, 45 Ord Street, West Perth on 22 February 2012 at 8.30am (WST) and at any adjournment of that meeting.

OR

The Chairman

of the meeting (mark with an ‘X’)

IMPORTANT:

In respect of Resolution 1 if the Chairman of the meeting is your proxy, or if appointed your proxy by default and you do not wish to direct him/her how to vote on Resolution 1, you must mark this box with an “X”. By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy on Resolution 1 (for which you have not given a direction) even if he/she has an interest in the outcome of Resolution 1 and that votes cast by him/her, 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 on Resolution 1, the Chairman of the meeting will not cast your votes on Resolution 1 (for which you have not given a direction) on a show of hands or on a poll. The Chairman of the meeting intends to vote undirected proxies in favour of Resolution 1.

If the person you are appointing as your proxy is someone other than the Chairman of the meeting: Write the name of that person in the box below.

				You	must specify the % of your votes that you
			%	authorize your proxy to exercise if:
If you hold 2 or more Shares in Riedel Resources Limited, you may appoint a second				(a)	you have only appointed 1 proxy and do not
proxy:					want him/her to exercise all of your votes; or
Write the name ofyour secondproxy in the box below.				(b)	if you have appointed 2 proxies under this
			%		proxy form.

If you do not name a proxy or your named proxy fails to attend the meeting, the Chairman of the meeting will be appointed as your proxy to attend and act on your behalf and to vote in accordance with the following directions at the General Meeting of Riedel Resources Limited to be held at Suite 1, 45 Ord Street, West Perth on 22 February 2012 at 8.30am (WST) and at any adjournment of that meeting.

STEP 2 – Voting directions to your proxy – Please mark only one of the boxes with an “X” for Resolution 1 to

indicate your directions.	indicate your directions.
Ordinary Business		For	Against	Abstain
Resolution 1.	Issue of Consideration Shares to Golden Rim

Note: If you mark the “Abstain” box with an “x”, you are directing your proxy not to vote on your behalf on a show of hands or on a poll.

STEP 3 – PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your

directions to be implemented Individual or Shareholder 1 Sole Director and Sole Company Secretary	Shareholder 2 Director	Shareholder 3
		Director/Company Secretary

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How to complete this Proxy Form

1 Your Name and Address

Please print your name and address as it appears on your holding statement and the Company’s share register. If Shares are jointly held, please ensure the name and address of each joint shareholder is indicated. Shareholders should advise the Company of any changes. Shareholders sponsored by a broker should advise their 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 person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. 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 shareholder of the Company.

3 Votes on Resolutions

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

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, please write the name of that person.

To appoint a second proxy you must state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If the Proxy Form does not specify a percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

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 shareholders should sign. Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the company’s share 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.

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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 the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission.

6 Lodgment of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the meeting ie. no later than 8.30 am (WST) on 20 February 2012. Any Proxy Form received after that time will not be valid for the scheduled meeting.

This Proxy Form (and any Power of Attorney and/or second Proxy Form) may be sent or delivered to the Company’s registered office at PO Box 1559, West Perth, Western Australia 6872 or sent by facsimile to the registered office on +61 8 9486 7375.

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