SPC GLOBAL HOLDINGS LTD — Proxy Solicitation & Information Statement 2013

Jul 15, 2013

CREST MINERALS LTD

ACN 150 015 446

NOTICE OF GENERAL MEETING

EXPLANATORY NOTES

PROXY FORM

Date of Meeting 16 August 2013

Time of Meeting 2:00 pm (Adelaide time)

Place of Meeting Grant Thornton Level 1, 67 Greenhill Road, Wayville, South Australia

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Crest Minerals Ltd ("Company") ACN 150 015 446 will be held at the offices of Grant Thornton, Level 1, 67 Greenhill Road, Wayville on Friday, 16 August 2013 at 2.00pm (Adelaide time).

The business to be considered at the General Meeting is set out below.

This Notice of Meeting should be read in its entirety in conjunction with the accompanying Explanatory Memorandum, which contains information in relation to the following Resolutions. If you are in any doubt as to how you should vote on the Resolutions set out in this Notice of Meeting, you should consult your financial or other professional adviser.

Defined terms used in this Notice of Meeting have the meanings given to those Terms in the Glossary at the end of the Explanatory Memorandum.

BUSINESS – ORDINARY RESOLUTIONS

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

Resolution 1 - Ratification of Listed Options issued in the preceding 12 month period

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue and allotment of 5,516,250 Listed Options during the preceding 12 month period on the terms and to the parties set out in the Notice of Meeting and Explanatory Notes is approved."

Voting exclusion Statement: The Company will disregard any votes cast on this Resolution by any person who participated in the issue and any of their associates. However, 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.

Resolution 2 – Issue of Listed Options to related party – Angus Middleton

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot and issue up to 1,666,666 Listed Options to Angus Middleton (or his nominee) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by Angus Middleton (and his nominee) and any of his associates. However, 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.

Resolution 3 – Issue of Listed Options to related party – Jonathon Trewartha

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot and issue up to 166,666 Listed Options to Jonathon Trewartha (or his nominee) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by Jonathon Trewartha (and his nominee) and any of his associates. However, 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.

Resolution 4 – Issue of Listed Options to sub-underwriter parties

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 9,075,752 Listed Options on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: 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 an associate of that person. However, 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.

By order of the Board

Jaroslaw (Jarek) Kopias Company Secretary 5 July 2013

VOTING

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

To vote in person, attend the Meeting at the time, date and place set out above.

PROXIES AND CORPORATE REPRESENTATIVES

A member who is entitled to vote at this meeting may appoint a proxy who need not be a member of the Company. For the convenience of Members a proxy appointment form is enclosed. A member who is entitled to cast more than one vote may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;
• the proxy need not be a member of the Company; and
• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
• if the proxy has 2 or more appointments that specify different ways to vote on the resolution the proxy must not vote on a show of hands; and
• if the proxy is the chair of the meeting at which the resolution is voted on the proxy must vote on a poll, and must vote that way (i.e. as directed); and
• if the proxy is not the chair the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
• the appointed proxy is not the chair of the meeting; and
• at the meeting, a poll is duly demanded on the resolution; and
• either of the following applies:
  • o the proxy is not recorded as attending the meeting;
  • o the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

In order to be valid the proxy form must be received by the Company at the address or facsimile number specified below, along with any power of attorney or certified copy of a power of attorney (if the proxy form is signed pursuant to a power of attorney), by no later than 48 hours before the General Meeting (i.e., by no later than 2:00pm Adelaide time on 14 August 2013):

Crest Minerals Ltd c/- Computershare Investor Services Pty Ltd GPO Box 242 MELBOURNE, VIC 3001

or facsimile: +61 3 9473 2555 or 1800 783 447

For Intermediary Online subscribers only (custodians), cast the shareholder's vote online by visiting www.intermediaryonline.com.

A member who is a body corporate may appoint an individual as a representative to exercise all or any of the rights and privileges the body corporate may exercise at the General Meeting pursuant to section 250D of the Corporations Act. Representatives will be required to present documentary evidence of their appointment on the day of the meeting.

DETERMINATION OF ENTITLEMENT TO ATTEND AND VOTE

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 6:30pm Adelaide time on 14 August 2013.

QUESTIONS AND COMMENTS BY MEMBERS

In accordance with the Corporations Act, the Chairman of the General Meeting will allow a reasonable opportunity for Members at the meeting to ask questions about, or make comments on, the management of company.

GENERAL MEETING - EXPLANATORY NOTES

The Explanatory Notes accompanying this Notice of General Meeting are incorporated in and comprise part of this Notice of General Meeting, and should be read in conjunction with this Notice of General Meeting.

Introduction

These Explanatory Notes set out information in connection with the business to be considered at the General Meeting of Shareholders of Crest Minerals Ltd ("Company") which will be held at the offices of Grant Thornton, Level 1, 67 Greenhill Road, Adelaide, South Australia on Friday 16 August 2013 at 2:00 pm (Adelaide time).

These Explanatory Notes should be read in conjunction with the accompanying Notice of Meeting and are a brief explanation of all Resolutions, being ordinary resolutions.

Terms defined in the Notice of General Meeting have the same meaning in these Explanatory Notes.

Resolution 1: Ratification of Listed Options issued in the preceding 12 month period

General

On 27 June 2013, the Company completed the Rights Issue, being a pro-rata issue of 1 Share for every Share held on the record date, together with 1 free attaching Listed Option for every 3 Shares issued under the Rights Issue. The Rights Issue was underwritten by Patersons Securities Limited ("Patersons") and sub-underwritten by various parties, including Angus Middleton and Jonathon Trewartha ("Related Parties"), to the extent of the first $985,520. Pursuant to the underwriting agreement between the Company and Patersons, sub-underwriters of the Rights Issue ("Sub-underwriters") were to receive a fee of 1 Listed Option (ASX: CTTO) for every 1 Share underwritten.

The purpose of this Notice is to seek the various approvals needed in relation to the issue of Listed Options to the Sub-Underwriters as follows:

• (a) Resolution 1 will seek approval to the ratification of those Listed Options that were issued under the Company's 15% capacity;
• (b) Resolutions 2 and 3 will seek approval to the issue of Listed Options to the Related Parties; and
• (c) Resolution 4 will seek approval to the issue of Listed Options to the remaining Sub-Underwriters.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities 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 ASX 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.

In order to maintain the Company's capacity to issue up to a maximum of 15% of the issued capital of the Company without resorting to Shareholder approval in general meeting, as required pursuant to ASX Limited Listing Rule 7.1 and Listing Rule 7.4, the Company is required to obtain Shareholder ratification to the issue of any Securities during the preceding 12 month period.

Technical information required by ASX Listing Rule 7.5

The Company issued 5,516,250 Listed Options on 27 June 2013 as sub-underwriter remuneration in relation to the Rights Issue process undertaken by the Company in May 2013.

The Listed Options have an exercise price of $0.06 and must be exercised on or before 30 November 2014. Full terms of the Listed Options are included as Appendix 1.

The Listed Options were issued for nil cash consideration and were issued as sub-underwriter consideration to assist the Company in Rights Issue process. No funds were raised upon the issue of Listed Options.

The Listed Options will rank equally in all respects with all other Listed Options on issue as at the date of their issue.

The Listed Options have been issued to certain Sub-Underwriters, who are not related parties of the Company.

Board Recommendation: The Directors recommend that Shareholders vote in favour of Resolution 1.

The Chairman of the Meeting intends to vote all undirected proxies in which he is entitled to vote in favour of the ratification of the issue of the Listed Options in this Resolution 1.

Resolutions 2 and 3 – Issue of Listed Options to Related Parties – Angus Middleton and Jonathon Trewartha

General

The Company is seeking Shareholder approval for the allotment and issue of 1,833,332 Listed Options as consideration for subunderwriting of the non-renounceable Rights Issue undertaken by the company in May 2013. The Listed Options are offered to the Related Parties on the same terms as to other Sub-Underwriters that participated in the Rights Issue.

The Listed Options under Resolutions 2 and 3 will be issued on the same terms (as per Appendix 1) as those currently quoted on ASX and are exercisable at $0.06 per Listed Option on or before 30 November 2014.

Angus Middleton and Jonathon Trewartha ("Related Parties") participated in the Rights Issue as sub-underwriters.

SA Capital Pty Ltd is an entity associated with Mr Middleton and sub underwrote the issue for administration purposes.

Mr Middleton (or nominee) received sub underwriting options on a pro-rata basis in line with the amount sub underwritten per the Rights Issue prospectus with no other entitlement or fee or benefit.

In the absence of shareholder approval, Sub-Underwriters of the Rights Issue are entitled to $0.02 per Listed Option. This would result in a diversion of the Company's funds from exploration and other expenditure, to pay those expenses.

Resolutions 2 and 3 seek Shareholder approval for the allotment and issue of:

• 1,666,666 Listed Options to Angus Middleton (or his nominee); and
• 166,666 Listed Options to Jonathon Trewartha (or his nominee);

arising from the participation by the Rights Issue.

Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and
• give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The Participation will result in the issue of Listed Options which constitutes giving a financial benefit and the Related Parties are related parties of the Company by virtue of being Directors.

The Directors, other than:

• in relation to Resolution 2, Angus Middleton, who has a material personal interest in Resolution 2; and
• in relation to Resolution 3, Jonathon Trewartha, who has a material personal interest in Resolution 3,

consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Listed Options will be issued to the Related Parties on the same terms as Listed Options already issued and under Listing Rule 7.1 and to be issued pursuant to Resolution 4 to non-related party participants in the Rights Issue and as such, the giving of the financial benefit is on arm's length terms.

ASX Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX's opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the Rights Issue involves the issue of Listed Options to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors, other than:

• in relation to Resolution 2, Angus Middleton, who has a material personal interest in Resolution 2; and
• in relation to Resolution 3, Jonathon Trewartha, who has a material personal interest in Resolution 3

that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Participation:

• the Listed Options will be allotted and issued to the Related Parties (or their nominees);
• the number of Listed Options to be issued is as follows:
  • o 1,666,666 Listed Options to Angus Middleton (or his nominee); and
  • o 166,666 Listed Options to Jonathon Trewartha (or his nominee);
• the Listed Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
• the Listed Options were issued for nil cash consideration and were issued as Sub-Underwriter consideration to assist the Company in Rights Issue process. No funds were raised upon the issue of Listed Options; and
• the Listed Options have an exercise price of $0.06 and must be exercised on or before 30 November 2014. Full terms of the Listed Options are included as Appendix 1.

Approval pursuant to ASX Listing Rule 7.1 is not required for the Participation as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Listed Options to the Related Parties (or their nominees) will not be included in the use of the Company's 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

Board Recommendation: The Directors, other than Angus Middleton for Resolution 2 and Jonathon Trewartha for Resolution 3, recommend that Shareholders vote in favour of Resolutions 2 and 3.

The Chairman of the Meeting intends to vote all undirected proxies in which he is entitled to vote in favour of the Issue of Listed Options to the Related Parties.

Resolution 4: Issue of Listed Options to sub-underwriter parties

General

The Company is seeking Shareholder approval for the allotment and issue of 9,075,752 Listed Options as consideration for subunderwriting of the non-renounceable Rights Issue undertaken by the company in May 2013. The Listed Options are offered on the same terms as other sub-underwriters that participated in the Rights Issue.

A summary of ASX Listing Rule 7.1 is set out in Resolution 1 above.

The Listed Options will be issued on the same terms (as per Appendix 1) as those currently quoted on ASX and are exercisable at $0.06 per Listed Option on or before 30 November 2014.

The Listed Options will be issued for nil cash consideration and will be issued as sub-underwriter consideration to assist the Company in Rights Issue process. No funds will be raised upon the issue of Listed Options.

In the absence of shareholder approval, sub-underwriters of the Rights Issue are entitled to $0.02 per share. This would result in a diversion of the Company's funds from exploration and other expenditure, to pay those expenses.

The Listed Options will rank equally in all respects with all other Listed Options on issue as at the date of their issue.

The Listed Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date.

The Listed Options will be issued to certain Sub-Underwriters, who are not related parties of the Company.

Board Recommendation: The Directors recommend that Shareholders vote in favour of Resolution 4.

The Chairman of the Meeting intends to vote all undirected proxies in which he is entitled to vote in favour of the issue of the Listed Options under Resolution 4.

Appendix 1

Terms and Conditions attaching to Listed Options

The following are the terms and conditions of the Listed Options.

a) Entitlement

Each Listed Option entitles the holder to subscribe for one Share upon exercise of the Listed Option.

b) Exercise Price

Subject to paragraph j), the amount payable upon exercise of each Listed Option will be $0.06 (Exercise Price).

c) Expiry Date

Each Listed Option will expire at 5.00pm (Adelaide time) on 30 November 2014 (Expiry Date). A Listed Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

d) Exercise Period

The Listed Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

e) Notice of Exercise

The Listed Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Listed Option certificate (Notice of Exercise) and payment of the Exercise Price for each Listed Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Listed Option being exercised in cleared funds (Exercise Date).

g) Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

• i) the Exercise Date; and
• ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

• iii) issue the number of Shares required under these terms and conditions in respect of the number of Listed Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
• iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
• v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Listed Options.

If a notice delivered under g) iv) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

h) Shares issued on exercise

Shares issued on exercise of the Listed Options rank equally with the then issued shares of the Company.

i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Listed Options.

j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of a holder of Listed Options are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

k) Participation in new issues

There are no participation rights or entitlements inherent in the Listed Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Listed Options without exercising the Listed Options.

l) Change in exercise price

A Listed Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Listed Option can be exercised.

m) Unquoted

The Company will apply for quotation of the Listed Options on ASX.

n) Transferability

The Listed Options are transferable at any time prior to the expiry date. This right is subject to any restrictions on the transfer of Listed Options that may be imposed by the ASX in circumstances where the Company is listed on the ASX.

Glossary

In the Notice of General Meeting and Explanatory Notes:

ASX means ASX Limited (ABN 98 008 624 691).

Board means the board of directors of Crest.

Chairman means the Chairman of the Company from time to time and includes an acting Chairman.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulations means the Corporations Regulations 2001 (Cth).

Crest or the Company means Crest Minerals Ltd (ACN 150 015 446).

Director means a director of the Company.

Exercise Period means the period at any time on or prior to the Expiry Date.

Exercise Price means $0.06.

Expiry Date means 30 November 2014.

Listed Option means Options listed on the ASX (ASX: CTTO), exercisable at the Exercise Price, on or before the Expiry Date.

Listing Rules means the listing rules of ASX.

Meeting means the General Meeting of Shareholders to be held at the offices of Grant Thornton at Level 1, 67 Greenhill Road, Wayville, South Australia on Friday 16 August 2013 at 2:00 pm (Adelaide time).

Member or Shareholder means each person registered as a holder of a Share.

Notice means this Notice of General Meeting.

Notice of Exercise means the notice in writing to the Company in the manner specified on the Listed Option certificate and payment of the Exercise Price for each Listed Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

Option means an option to acquire a Share.

Ordinary Resolution means a resolution passed by more than 50% of the votes at a general meeting of Shareholders.

Patersons has the meaning given in Resolution 1.

Proxy Form means a proxy form accompanying this Notice.

Related Party means each of Angus Middleton and Jonathon Trewartha.

Resolution means a resolution referred to in this Notice.

Rights Issue means the non-renounceable rights issue undertaken by the Company pursuant to a prospectus dated 22 May 2013 and supplementary prospectus dated 3 June 2013.

Securities means the Shares and all Options.

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

Shareholder means the holder of a Share.

Sub-Underwriters has the meaning given in Resolution 1.

T 000001 000 CTT MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Lodge your vote:

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 659 671 (outside Australia) +61 3 9415 4130

Proxy Form

For your vote to be effective it must be received by 2:00pm (Adelaide time) Wednesday 14 August 2013

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Turn over to complete the form

SRN/HIN: I9999999999 View or update your securityholding, 24 hours a day, 7 days a week: Review your securityholding Update your securityholding Your secure access information is: PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001/i

MR SAM SAMPLEFLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 3030		Change of address. If incorrect,mark this box and make thecorrection in the space to the left.Securityholders sponsored by abroker (reference numbercommences with 'X') should adviseyour broker of any changes.	I	9999999999		I ND
Proxy Form		Please mark		to indicate your directions
STEP 1the ChairmanORof the Meeting	Appoint a Proxy to Vote on Your BehalfI/We being a member/s of Crest Minerals Ltd hereby appoint	or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxyto act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, asthe proxy sees fit) at the Annual General Meeting of Crest Minerals Limited to be held at Grant Thornton, Level 1, 67 Greenhill Road, Wayville,South Australia on Friday 16 August at 2:00pm (Adelaide time) and at any adjournment of that meeting.Important for Item 3: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Item 3 below, please markthe box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not castyour votes on Item 3 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the		blank if you have selected theinsert your own name(s).		XXPLEASE NOTE: Leave this boxChairman of the Meeting. Do not
	Meeting intends to vote undirected proxies in favour of item 3 of business.	I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Itemand that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your
STEP 2Items of BusinessORDINARY BUSINESS		behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.		For	Against	Abstain
1.2.	Ratification of Listed Options issued in the preceeding 12 month periodIssue of Listed Options to related party - Angus Middleton
3.4.Issue of Listed Options to sub-underwriter parties	Issue of Listed Options to related party - Jonathon Trewartha

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

Individual or Securityholder 1	Securityholder 2		Securityholder 3
Sole Director and Sole Company Secretary	Director		Director/Company Secretary
		Contact
ContactName		DaytimeTelephone	Date	/	/