SKY METALS LIMITED — Proxy Solicitation & Information Statement 2009

Sep 29, 2009

ABN 46 098 952 035

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NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of members is to be convened at Level 5, 207 Kent Street, Sydney, NSW, 2000 on 30 October 2009 at 11.00 am.

AGENDA

BUSINESS

To consider and, if thought fit, pass the following resolutions, with or without amendment:

Ordinary Resolution 1. Ratification of the Issue of Shares

'That the issue of 47,469,151 fully paid ordinary shares in the Company on 8 September 2009 for $0.095 per share be and is hereby ratified for the purposes of ASX Listing Rule 7.4.'

Ordinary Resolution 2. Approval of the Proposed Issue of Shares

'That, for the purposes of ASX Listing Rule 7.1, the proposed issue of up to 38,940,600 fully paid ordinary shares in the Company as set out in the Explanatory Memorandum attached to this Notice of Meeting be and is hereby approved.'

To transact any other business that may be brought forward in accordance with the Company's Constitution.

By order of the Board

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Peter J. Nightingale Director

25 September 2009

pjn4977

Level 2, 66 Hunter Street Sydney NSW Australia 2000 T: + 61 2 9300 3322 F: + 61 2 9221 6333 E: pnightingale@planetgas.com W: www.planetgas.com

Explanatory Memorandum to the Notice of General Meeting to be held on 30 October 2009

Resolution 1

Resolution 1 seeks the ratification by shareholders of the issue of 47,469,151 fully paid ordinary shares in the Company on 8 September 2009 for the purposes of ASX Listing Rule 7.4. This ratification will provide the Company with the ability to raise further funds, if required, will maximise the flexibility of the Company's funds management and will facilitate planning for the Company's ongoing activities.

Details of the issue, as required by ASX Listing Rule 7.4 are as follows:

• Number of securities allotted: 47,469,151

• • Issue price: $0.095 per share • Terms: Fully paid ordinary shares ranking pari passu with existing fully paid ordinary shares.

• Name of the allottee:

Hueridge Pty Ltd.

• Intended use of funds: To fund the further exploration and development of the Company's projects, for possible future acquisitions and working capital purposes.

The Company will disregard any votes cast on Resolution 1 by:

• Hueridge Pty Ltd; and

• any associates of Hueridge Pty Ltd.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 2

Resolution 2 seeks the approval by shareholders of the issue of up to 38,940,600 fully paid ordinary shares in the Company as soon as practicable after the date of this General Meeting, and in any event, within 3 months of the date of this General Meeting for the purposes of ASX Listing Rule 7.1.

Details of the proposed issue, as required by ASX Listing Rule 7.1 are as follows:

• Number of securities allotted: Up to 38,940,600

• • Issue price: $0.095 • Terms: Fully paid ordinary shares ranking pari passu with existing fully paid ordinary shares.

• • Name of allottee: Hueridge Pty Ltd (or its nominee). • Intended use of funds: To fund the further exploration and development of the Company's projects, for possible future acquisitions and working capital purposes.

The Company will disregard any votes cast on Resolution 2 by:

• Hueridge Pty Ltd Pty Ltd (or its nominee); and

• any associates of Hueridge Pty Ltd (or its nominee).

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2

ABN 46 098 952 035

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FORM OF PROXY

I/we . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

being a member/members of Planet Gas Limited HEREBY APPOINT

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

or failing him, the Chairman of the Meeting, as my/our Proxy to vote for me/us and on my/our behalf at the General Meeting of Members of the Company to be held at 11.00 a.m. on 30 October 2009 and at any adjournment thereof.

The Proxy is directed by me/us to vote as indicated by the marks in the appropriate boxes below:

RESOLUTION	FOR	AGAINST	ABSTAIN
1. Ratification of the Issue of Shares	□	□	□
2. Approval of the Proposed Issue of Shares	□	□	□

If no directions are given, the Proxy may vote as the Proxy thinks fit or may abstain. 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 required majority on a poll.

Important:

If you do not wish to direct your Proxy how to vote, please place a mark in the box: □

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. The Chairman intends to vote undirected proxies in favour of each item.

Dated this . . . . . . day of . . . . . . . . . . . . . . . . . . . . . . 2009.

Signatures of Member(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

THE COMMON SEAL of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A.C.N. . . . . . . . . . . . was hereunto affixed in accordance with its Constitution in the presence of:

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Director Secretary

Level 2, 66 Hunter Street Sydney NSW Australia 2000 T: + 61 2 9300 3322 F: + 61 2 9221 6333 E: pnightingale@planetgas.com W: www.planetgas.com

PROXY INSTRUCTIONS

1. A member entitled to attend and vote is entitled to appoint not more than 2 proxies.

2. Where more than 1 proxy is appointed, each proxy must be appointment to represent a specified proportion of the member's voting rights.

3. A proxy need not be a member.

4. All joint holders must sign.

5. All executors of deceased estates must sign.

6. The Company has determined, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that the Company's shares quoted on the ASX Limited at 7.00 pm Sydney time on 28 October 2009 are taken, for the purposes of the General Meeting to be held by the persons who held them at that time. Accordingly, those persons are entitled to attend and vote (if not excluded) at the meeting.

7. Voting Exclusions:

The Company will disregard any votes cast on Resolution 1 by:

• Hueridge Pty Ltd; and

• any associates of Hueridge Pty Ltd.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

The Company will disregard any votes cast on Resolution 2 by:

• Hueridge Pty Ltd Pty Ltd (or its nominee); and

• any associates of Hueridge Pty Ltd (or its nominee).

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

1. This Proxy form (and the original or certified copy of any power of attorney under which this proxy form is signed) must be received at an address given below no later than 48 hours before the time appointed for holding the meeting:

   • in person or by mail at the Company's registered office, Level 2, 66 Hunter Street, Sydney, NSW 2000 Australia; or

   • by facsimile on +61 2 9221 6333.