ACN 105 154 185

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Date of Meeting Monday, 28 November 2011

Time of Meeting 2.00 pm (Perth time)

Place of Meeting Frasers Function Centre, Ground Floor Fraser Avenue, Kings Park West Perth, Western Australia 6005

A Proxy Form is enclosed

Please read this Notice and Explanatory Memorandum carefully. If you are unable to attend the Annual General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.

Sandfire Resources NL ACN 105 154 185

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Sandfire Resources NL ACN 105 154 185 ("Company") will be held at the Frasers Function Centre, Ground Floor, Fraser Avenue, Kings Park, West Perth, Western Australia on Monday 28 November 2011 at 2.00pm (Perth time) for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

AGENDA

ITEMS OF BUSINESS

Financial Reports

To receive and consider the financial statements of the Company for the year ended 30 June 2011, together with the Directors Report and the Auditor's Report as set out in the Annual Report.

1. Resolution 1 – Non Binding Resolution to adopt Remuneration Report

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

"That the Remuneration Report as set out in the Annual Report for the year ended 30 June 2011 be adopted."

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution.

The Company will disregard any votes cast on Resolution 1 by or on behalf of a Restricted Voter1 . However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and
(b) it is not cast on behalf of a Restricted Voter.

Further, the Company will not disregard a vote cast by the Chair of the meeting as a proxy, if the appointment of the Chair expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of Key Management Personnel, Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 1. Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting.

2. Resolution 2 – Re-election of W John Evans as a Director

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

"That, Mr W John Evans, who retires in accordance with rule 73.1 of the Constitution and, being eligible for re-election, be re-elected as a Director."

3. Resolution 3 – Ratification of issue of Shares

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

"That, for the purpose of Listing Rule 7.4 and for all other purposes, the Company ratify the allotment and issue of 4,285,715 Shares (at an issue price of $7.00 each) on 26 November 2010 to the persons and on the terms and conditions set out in the Explanatory Memorandum."

The Company will disregard any votes cast on Resolution 3 by any person who participated in the issue the subject of Resolution 3 and any person associated with those persons. However, the Company need not disregard a vote if the vote 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 the vote 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.

4. Resolution 4 – Adoption of Constitution

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That, pursuant to section 136 of the Corporations Act the Constitution (excluding rule 16) contained in the document submitted to this meeting and signed by the Chairman for identification purposes be approved and adopted as the Constitution of the Company in substitution for the existing Constitution of the Company with effect from the end of the meeting."

OTHER BUSINESS

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

_____________________________________

____________________________________

Capitalised terms used in this notice are defined in the glossary to the Explanatory Memorandum.

By order of the Board

Matthew Fitzgerald

Company Secretary

Dated: 27 October 2011

1 Restricted Voter means the Key Management Personnel and their Closely Related Parties as defined in the glossary.

How to vote

Shareholders can vote by either:

attending the meeting and voting in person or by attorney or, in the case of corporate shareholders, by appointing a corporate representative to attend and vote; or
appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions in person, by post or by facsimile.

Voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting, if possible, so that their holding may be checked against the Company's share register and attendance recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the meeting.

Voting by a Corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment, including any authority under which it is signed.

Voting by proxy

A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the meeting.
The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).
A proxy need not be a shareholder.
If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit. However, where a Restricted Voter is appointed as a proxy, the proxy may only vote on Resolution 1 if the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Should any resolution, other than those specified in this Notice, be proposed at the meeting, a proxy may vote on that resolution as they think fit.
If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the shareholder's behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.
Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf. Proxy appointments in favour of the Chairman of the meeting, the secretary or any Director that do not contain a direction how to vote will be used where possible to support each of the resolutions proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed resolutions. These rules are explained in this Notice.
To be effective, proxies must be lodged by 2.00pm (Perth time) on 26 November 2011. Proxies lodged after this time will be invalid.
Proxies may be lodged using any of the following methods:
by returning a completed proxy form in person or by post to:

The share registry:

Security Transfer Registrars Alexandrea House, Suite 1 770 Canning Highway Applecross WA 6153 or PO Box 535 Applecross WA 6953 Company's registered office: Sandfire Resources NL Level 2 31 Ventnor Avenue West Perth, WA 6005 PO Box 1495 West Perth, WA 6872 - by faxing or emailing a completed proxy form to: The share registry: +61-8 9315 2233 [email protected] Company's registered office: +61-8 6430 3849 [email protected]

The proxy form must be signed by the shareholder or the shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the power of attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 2.00 pm (Perth time) on 26 November 2011. If facsimile transmission is used, the power of attorney must be certified.

Shareholders who are entitled to vote

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 Annual General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 5.00pm (Perth time) 26 November 2011.

SANDFIRE RESOURCES NL ACN 105 154 185

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of Sandfire Resources NL (Sandfire or the Company).

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

FINANCIAL REPORTS

The first item of the Notice of Annual General Meeting (AGM) deals with the presentation of the annual financial report of the Company for the financial year ended 30 June 2011 together with the Directors' declaration and report in relation to that financial year and the auditor's report on those financial statements. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.

No resolution is required to be moved in respect of this item.

Shareholders will be given a reasonable opportunity at the AGM to ask questions and make comments on the accounts and on the business, operations and management of the Company.

The Chairman will also provide shareholders a reasonable opportunity to ask the Auditor questions relevant to:

the conduct of the audit;
the preparation and content of the independent audit report;
the accounting policies adopted by the Company in relation to the preparation of accounts; and
the independence of the auditor in relation to the conduct of the audit.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

In accordance with section 250R(2) of the Corporations Act the Company is required to present to its shareholders the Remuneration Report as disclosed in the Company's 2011 Annual Report.

The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company's Annual Report and is also available on the Company's website (www.sandfire.com.au).

However, if at least 25% of the votes cast are against adoption of the Remuneration Report at the 2011 AGM, and then again at the 2012 AGM, the Company will be required to put a resolution to the 2012 AGM, to approve calling an extraordinary general meeting (spill resolution). If more than 50% of Shareholders vote in favour of the spill resolution, the Company must convene an extraordinary general meeting (spill meeting) within 90 days of the 2012 AGM. All of the Directors who were in office when the 2012 Directors' Report was approved, other than the Managing Director, will (if desired) need to stand for re-election at the spill meeting.

The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each Director and any service agreements and sets out the details of any share based compensation.

Voting

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. In particular, the directors and other Restricted Voters may not vote on this Resolution and may not cast a vote as proxy, unless the appointment gives a direction on how to vote or the proxy is given to the Chair and expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. The Chair will use any such proxies to vote in favour of the Resolution.

Shareholders are urged to carefully read the proxy form and provide a direction to the proxy on how to vote on this Resolution.

RESOLUTION 2 – RE-ELECTION OF W JOHN EVANS AS A DIRECTOR

Pursuant to rule 73.1 of the Constitution, Mr W John Evans, being a Director, retires by way of rotation and, being eligible, offers himself for re-election as a Director.

Mr Evans graduated from the University of Auckland New Zealand in 1970 with B.Sc. Major in geology. Between 1970 and 1987, he was employed by various divisions of CRA Limited, including being in charge of all field operations for iron ore in the Pilbara, Western Australia and gold and base metals in the Murchison, Western Australia. He was the managing director of Marymia Exploration NL for 12 years until 2002 and has been a geological consultant to numerous companies during and since.

John lead the team that made the discovery of the DeGrussa deposits for the Company during 2009.

RESOLUTION 3 – RATIFICATION OF ISSUE OF SHARES

During November and December 2010 the Company undertook a capital raising comprising a placement and an entitlement offer raising a total of $103 million (Capital Raising). The placement component of the Capital Raising involved the issue of 4,285,715 Shares at an issue price of $7.00 per Share (Placement Shares) to raise $30 million.

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 shares up to 15% of the issued capital of the Company without requiring Shareholder approval.

Pursuant to Resolution 3, the Directors are seeking ratification under Listing Rule 7.4 of the issue of the Placement Shares that was made on 26 November 2010 in order to restore the right of the Company to issue further shares within the 15% limit during the next 12 months.

The following information in relation to the Shares is provided to shareholders for the purposes of Listing Rule 7.5:

4,285,715 Shares were allotted and issued;
the Shares were issued at an issue price of $7.00 each;
the Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary shares on issue;
the Shares were issued to institutional investors all of whom were unrelated parties of the Company; and
funds raised from the issue (in conjunction with other funds raised under the Capital Raising) were used to assist funding feasibility studies for the DeGrussa Copper-Gold Project, initial open pit development and allow for deposits for long-lead time items for plant construction and for other predevelopment activities. Proceeds of the raising, together with existing cash resources were also be used to underpin continued

exploration both in the near-mine environment and regionally.

RESOLUTION 4 – ADOPTION OF CONSTITUTION

Resolution 4 asks members to approve a special resolution adopting a new Constitution in substitution for the existing Constitution of the Company. The Company's present Constitution was adopted on 20 November 2007. There have been a number of significant developments in law (both the Corporations Act and the ASX Listing Rules), corporate governance principles and general corporate and commercial practice for ASX listed companies since that time. Accordingly, the Company's current constitution requires updating. The Board has determined that it is more appropriate to adopt a new constitution, which reflects these changes, rather than make each of the necessary amendments to the current Constitution.

Copies of the current and proposed Constitution are available for perusal by Shareholders at the Company's registered office or via the internet at www.sandfire.com.au. Alternatively, if shareholders wish to receive a hard copy of either document, they can contact the Company Secretary, Matthew Fitzgerald on +61 8 6430 3800.

The proposed changes are predominantly administrative or relatively minor in nature. The principal differences between the current constitution and the proposed constitution are outlined below:

• Preference shares

The proposed new Constitution codifies the terms of preference shares that are contained within the Listing Rules.

• Unmarketable parcels

The provisions regarding the sale of unmarketable parcels is not substantially dissimilar to the current provisions regarding the sale of unmarketable parcels.

The proposed new Constitution provides that any amount owing under a call may be deducted by the Company from the consideration received for the sale of an unmarketable parcel.

The proposed new Constitution no longer contains the ability for the Company to give notice requiring the minority member (being a holder of less than a marketable parcel of Shares) to within 30 days of receipt of the notice, either sell its security holding or to buy (or otherwise acquire) further securities such that the minority member would no longer be a minority member.

• Certificates and CHESS statements

The proposed new Constitution does not contain the detail provided for in rule 12 of the current Constitution regarding share certificates and CHESS statements. As the Company is a listed company, the procedures regarding holding statements are governed by the ASX Settlement Operating Rules.

• Transfer of Shares

The proposed new Constitution clarifies that the Company must not charge a fee for the transfer of Shares.

The proposed new Constitution provides that an instrument of transfer is not required to be signed by the transferor and transferee if the transfer relates only to fully paid shares and the signature of the transferee has been dispensed with by the directors or the transfer is sufficient for the purposes of the Corporations Act.

The proposed new Constitution does not contain a rule on similar terms to the current rule 34.6. The current rule 34.6 refers to transfers relating to certificated sub-registers which is not relevant in the Company's current circumstances.

The proposed new Constitution provides that the Company may (in addition to its current powers) decline to register a share transfer if the transfer would not be permitted under the terms of an employee incentive scheme or where the transfer is a paper based transfer and the transfer would result in a holding of less than a marketable parcel of Shares.

The proposed new Constitution provides that the Company may only suspend the registration of the transfer of shares for a period not exceeding a total of 30 days in any year. The current Constitution did not place a time limit on the closure of the register of members.

• Conversion of Shares

The proposed new Constitution does not contain a rule similar to rule 39 ("Company may convert Shares") as these matters are dealt with in the Corporations Act.

• General meetings

The proposed new Constitution incorporates a number of changes proposed to assist with the orderly conduct of general meetings of the Company.

In addition to the current rules regarding the convening of general meetings, the proposed new Constitution provides that while the Company is listed, a Director may convene a general meeting.

Rule 6.1(c) of the proposed new Constitution provides that the Directors may only change the venue, postpone, or cancel a general meeting on 5 business days notice (currently the Directors may cancel a meeting on or before that day of the proposed general meeting).

In addition, the procedure for notification of a cancelled meeting is not specified in the proposed new Constitution, in the current Constitution the procedure may be effected by advertisement in specified newspapers or by an announcement on ASX.

The proposed new Constitution does not contain a rule on similar terms to the current rule 49 ("Resolutions proposed by members") as the law on this matter is governed by the Corporations Act.

The proposed new Constitution specifies the powers of the chairperson of a general meeting that may be exercised to ensure the proper and orderly conduct of a general meeting.

The current Constitution provides that the chairperson of a general meeting may with the consent of the meeting, adjourn that meeting. Under the proposed new Constitution the chairperson may make this decision without the consent of the meeting.

The proposed new Constitution reflects the Corporations Act allowing member(s) present at a meeting and representing at the least 5% of the votes that may be cast on a resolution to demand a poll in relation to that resolution. The current Constitution notes the threshold at 10%.

• Proxies

Rule 6.9(d) of the proposed new Constitution sets out the authorities that are conferred on proxies, attorneys or corporate representatives.

• Direct voting

The proposed new Constitution includes provisions allowing for direct voting by members, either by post, facsimile, online or electronic voting. The Directors may prescribe the procedures for such voting.

• Directors

Rule 7.1(f)(ii) of the proposed new Constitution requires that if no Director is required to retire in accordance with the rotation rules, at least one Director will be required to retire from office.

The proposed new Constitution provides that a Director need not hold shares in the Company in order to be a Director.

Rule 7.1(p) of the proposed new Constitution provides that where a member is intending to nominate a person for election at a general meeting, they must give the Company notice of that intention at least 35 business days before the general meeting, unless the general meeting is requisitioned by members, in which case the period is 30 days, or in either case where the Directors approve a shorter period. The current Constitution provides a notice period of 30 business days in all cases.

The proposed new Constitution affords the chair of a Directors' meeting to have a casting vote.

The proposed new Constitution does not provide that the office of Director will become vacant in the situations set out below (which are contained in the current Constitution):

o where a Director fails to pay a call within 1 month (or such longer period the Directors may determine) of the call being made; or
o where the Director, being an executive ceases to be employed full time by the Company or related body corporate (in which case under the proposed new Constitution, removal is automatic).

• Directors' Remuneration

The rules in the proposed new Constitution relating to Directors' remuneration are broadly in line with the rules in the current Constitution. As with the existing constitution, the proposed new constitution provides the total annual fees of Directors must not exceed the aggregate fixed by the Company in general meeting. At the date of this notice of meeting, this amount is $500,000 per annum, which was approved by shareholders on 29 November 2010.

• Director's meetings

The rules in the proposed new Constitution relating to Directors' meetings are broadly in line with the rules in the current Constitution. The proposed new Constitution provides that a quorum for the Directors' meeting is the number fixed by the Directors and in any other case two Directors. The current Constitution provides that a quorum at a Directors' meeting is three Directors unless a different number (of not less than two Directors') is specified by the Directors.

The proposed new Constitution does not prevent a Director from voting in respect of a contract or arrangement or proposed contract unless such vote was contrary to the Corporations Act or the Listing Rules.

• Dividends and distributions

Following recent amendments to the Corporations Act, companies are no longer restricted to paying dividends out of profits. Rule 10.1 of the proposed new Constitution will give the Directors the flexibility to resolve to pay a dividend out of any available source permitted by law.

The proposed new Constitution provides that where a dividend is paid by the issue of securities in a different corporation, a member agrees to become a member of that corporation.

The proposed new Constitution does not include a rule similar to rule 134 of the current Constitution ("Unclaimed Dividends") as the Corporations Act has specific provisions relating to unclaimed property.

• Definitions and interpretation

The proposed constitution updates the definitions to reflect current terminology and where possible relies on terms defined in the Corporations Act, ASX Listing Rules and ASX Settlement Operating Rules.

• Redundant provisions

A number of provisions in the Company's current Constitution duplicate existing general law, Corporations Act or ASX Listing Rule requirements and, if the proposed new Constitution is not adopted, will require amendment to the constitution in the event of legislative or regulatory change. Accordingly, such rules have been omitted from the proposed new constitution. Such rules in the current Constitution include:

o rule 52.5 (Voting rights of preference shareholders);
o rule 53.1.3 53.1.5 (Voting disqualification on the basis of law or Court order);
o rule 70 (Insufficient Directors);
o rule 71 (Resignation of a Director);
o rule 84 (Temporary appointment of Managing Director or Executive Director);
o rule 91 (Increases in Director remuneration);
o rule 116 (Notification of material contracts to ASX);
o rule 124 (Execution of documents);
o rule 125 (Rights of inspection); and
o rule 142.3 (Employee incentive plans).

The Company's Directors unanimously recommend that shareholder vote in favour of the adoption of the constitution. Each Director intends to vote all the Company's shares controlled by him or her in favour of the Resolution.

If this Resolution is approved, the proposed new Constitution will be adopted from the close of the meeting.

GLOSSARY

Accounting Standards has the meaning given to that term in the Corporations Act.

AGM means Annual General Meeting.

ASX Settlement Operating Rules means the operating rules of ASX Settlement Pty Ltd.

ASX means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

Board means the board of Directors of the Company.

Closely Related Party has the meaning given to that term in the Corporations Act.

Company means Sandfire Resources NL ACN 105 154 185.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Key Management Personnel has the meaning given to that term in the Accounting Standards.

Listing Rules means the Listing Rules of the ASX.

Meeting means the annual general meeting the subject of the Notice.

Notice means the notice of annual general meeting which accompanies this Explanatory Memorandum.

Restricted Voter means the Key Management Personnel and their Closely Related Parties.

Resolution means a resolution proposed pursuant to the Notice.

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

PROXY FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

REGISTERED OFFICE:LEVEL 2, 31 VENTNOR AVENUEWEST PERTH WA 6005	SANDFIRE RESOURCES NLABN: 55 105 154 185	SHARE REGISTRY:Security Transfer Registrars Pty LtdAll Correspondence to:PO BOX 535,APPLECROSS WA 6953 AUSTRALIA770 Canning Highway,APPLECROSS WA 6153 AUSTRALIAT: +61 8 9315 2333 F: +61 8 9315 2233E: [email protected]W: www.securitytransfer.com.au
		Code:	SFR
		Holder Number:
	SECTION A: Appointment of Proxy
I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:
OR
The meeting Chairperson(mark with an "X")	The name of the person you are appointing(if this person is someone other than the Chairperson of the meeting).
meeting.Resolution 1).remuneration of a member of the Company's key management personnel.The Chairperson of the Meeting intends to vote all available proxies in favour of all Resolutions.	or failing the person named, or if no person is named, the Chairperson of the Meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote inaccordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 2.00pm(WST) on Monday, 28 November 2011 at Frasers Function Centre, Ground Floor, Fraser Avenue, Kings Park, WEST PERTH WA 6005 and at any adjournment of thatImportant for Resolution 1 - If the Chairperson of the Meeting is appointed as your proxy or becomes your proxy by defaultBy marking the box immediately below, you are directing the Chairperson of the Meeting to vote in favour of Resolution 1, as set out in Section B below and in the Notice of Meeting. If youdo not mark this box, and you have not otherwise directed your proxy how to vote on Resolution 1, the Chairperson of the Meeting will not cast your votes on Resolution 1 and your voteswill not be counted in computing the required majority in the poll on Resolution 1. If you appoint the Chairperson of the Meeting as your proxy, you can direct the Chairperson how to voteeither by marking the boxes in Section B below (eg 'for', 'against' or 'abstain') or by marking the box immediately below (in which case the Chairperson of the Meeting will vote in favour ofI/We direct the Chairperson of the Meeting to vote in accordance with his/her voting intention on Resolution 1 (except where I/we have indicated a different voting intention inSection B below) and acknowledge that the Chairperson of the Meeting may exercise my proxy even though Resolution 1 is connected directly or indirectly with theSECTION B: Voting Directions to your Proxy
Please mark "X" in the box to indicate your voting directions to your Proxy.
Resolution		For	Against Abstain*
1. Remuneration Report
2. Re-Election of W John Evans
3. Ratification of Share Issue
4. Adoption of new Constitution
If no directions are given my proxy may vote as the proxy thinks fit or may abstain.required majority on a poll.	* If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the
SECTION C: Please Sign BelowThis section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Security Holder	Security Holder 2	Security Holder 3

Sole Director and Sole Company Secretary	Director	Director / Company Secretary
6505069001Reference Number:	1	SFR1

My/Our contact details in case of enquiries are:

NAME

NOTES

1. Name and Address

This is the name and address on the Share Register of Sandfire Resources NL. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Appointment of a Proxy

If you wish to appoint the Chairperson of the Meeting as your Proxy please mark "X" in the box in Section A. Please also refer to Section B of this proxy form and ensure you mark the box in that section if you wish to appoint the Chairperson as your Proxy.

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a Shareholder of Sandfire Resources NL.

3. Directing your Proxy how to vote

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. Appointment of a Second Proxy

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by telephoning the Company's share registry +61 8 9315 2333 or you may photocopy this form.

To appoint a second Proxy you must:

(a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and
(b) Return both forms in the same envelope.

5. Signing Instructions

Individual: where the holding is in one name, the Shareholder must sign.

Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

TELEPHONE NUMBER

( )

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. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. Lodgement of Proxy

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than 2.00pm (WST) on Saturday, 26 November 2011, being 48 hours before the time for holding the meeting. Any Proxy form received after that time will not be valid for the scheduled meeting.

Security Transfer Registrars Pty Ltd PO BOX 535 Applecross, Western Australia 6953

Street Address: Alexandrea House, Suite 1 770 Canning Highway Applecross, Western Australia 6153

Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email [email protected]

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.