SPORTSHERO LIMITED — Proxy Solicitation & Information Statement 2011

May 4, 2011

RICHMOND MINING LIMITED

ABN 98 123 423 987 NOTICE OF GENERAL MEETING EXPLANATORY STATEMENT

PROXY FORM

TIME: 10:00 am (WST) DATE: 3 June 2011 PLACE: 103 Abernethy Road Belmont, WA, 6104

This Notice of General Meeting is an important document and requires your immediate attention. Please read it carefully. If you are in doubt as to what you should do, please consult your professional adviser.

CONTENTS PAGE

Notice of General Meeting (setting out the Resolutions)	3
Explanatory Statement (explaining the Resolutions)	5
Glossary	7
Annexure A	8
Proxy Form	9

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders of Richmond Mining Limited which this Notice of General Meeting relates to will be held at 10:00 am (WST) on 3 June 2011 at:

103 Abernethy Road

Belmont, WA, 6104

VOTING IN PERSON

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

VOTING BY PROXY

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

• (a) deliver the proxy form by hand to the Company’s registered office at 103 Abernethy Road, Belmont, Western Australia;

• (b) mail the proxy form to the Company’s registered office at PO Box 566, Belmont, Western Australia, 6984; or

• (c) send the proxy form by facsimile to the Company on facsimile number +61 8 9277 6818,

so that it is received not later than 10:00 am (WST) on 1 June 2011.

Proxy forms received later than this time will be invalid.

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders of Richmond Mining Limited will be held at 103 Abernethy Road, Belmont, Western Australia at 10:00 am (WST) on 3 June 2011.

The Explanatory Statement to this Notice of General Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the proxy form are part of this Notice of General Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at the close of business on 1 June 2011.

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

AGENDA

BUSINESS

The Explanatory Statement which accompanies and forms part of this Notice describes the matters to be considered at the General Meeting.

ORDINARY BUSINESS

RESOLUTION 1 – RATIFICATION OF ISSUE OF 350,000 OPTIONS TO MR TL BRENNAN

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

"That, for the purpose of Listing Rule 7.4 of the ASX Listing Rules and for all other purposes, the Company ratifies the issue and allotment of 350,000 Options issued to Mr TL Brennan on 24 January 2011.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by any person who participated in the issue and any associates of those persons. The Company need not disregard a vote if cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or 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 – APPROVAL TO ISSUE UP TO 10,000,000 SHARES

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 of the ASX Listing Rules and for all other purposes, approval is given for the Directors to issue and allot up to 10,000,000 Shares on the terms and conditions described in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue, any person who might obtain a benefit from the

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proposed issue (except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed) and any associates of those persons.

BY ORDER OF THE BOARD

MICHAEL HIGGINSON COMPANY SECRETARY RICHMOND MINING LIMITED

Dated this 4[th] day of May 2011

Voting Exclusion

Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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EXPLANATORY STATEMENT

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

1. RESOLUTION 1 – RATIFICATION OF ISSUE OF 350,000 OPTIONS TO MR TL BRENNAN

Resolution 1 seeks Shareholder ratification for an issue of 350,000 Options that your Directors issued to Mr TL Brennan (“TLB”) on 24 January 2011.

Subject to certain exceptions, Listing Rule 7.1 restricts a company from issuing or agreeing to issue equity securities in any 12 month period which amount to more than 15% of the company’s ordinary securities on issue at the commencement of that period without shareholder approval.

The exception to this rule contained in Listing Rule 7.4 provides an issue made within the 15% limit will be treated as having been made with the approval of shareholders under Listing Rule 7.1 if subsequently approved by shareholders, thereby ‘refreshing’ the company’s ability to issue shares within the 15% limit, and restoring the company’s ability to make placements within that limit (if that is thought desirable) without the need for shareholder approval.

While the Options described in this Resolution 1 have been issued within the 15% limit, the Company seeks Shareholder ratification of the issue of those Options for the purpose of Listing Rule 7.4 so that the Company’s ability to issue securities will be ‘refreshed’ and it will have flexibility to issue further securities should the need or opportunity arise.

In accordance with the requirements of Listing Rule 7.5, the following information is provided to Shareholders to allow them to assess the ratification of the issue of the Options the subject of this Resolution 1:

• (a) the number of Options issued and allotted was 350,000 Options;

• (b) the Options were issued to TLB in order to provide an incentive for the future involvement and commitment of a strategic consultant;

• (c) The 350,000 Options are exercisable at $0.50 per Share on or before 31 December 2012 and otherwise on the terms and conditions outlined in Annexure A. Upon exercise of the Options, the Shares issued will rank pari passu with the existing Shares on issue;

• (d) the Options were issued to TLB;

• (e) no funds were raised from the issue of the Options as they were issued as an incentive for the future involvement and commitment of a strategic consultant.

2. RESOLUTION 2 – APPROVAL TO ISSUE UP TO 10,000,000 FULLY PAID ORDINARY SHARES

2.1 Background

The Board of Directors may wish to issue up to 10,000,000 Shares in the Company within 3 months after the date of this General Meeting and seeks Shareholder approval to do so. Resolution 2 will enable the Company to issue additional Shares throughout the 3 month period following the General Meeting, without the need to seek Shareholder approval.

The Company has an option to acquire from Kircher Mine Development LLC (“Kircher”) a 100% beneficial ownership of the Buena Vista Iron Project and an 80% net profits interest (“NPI”) for a consideration of US$6,000,000, 50% of which can (at the election of

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the Company) be satisfied through the issue of Shares. Following exercise of the option, the Company then has an additional 18 months to acquire the outstanding 20% NPI for a consideration of US$2,000,000 in cash, or alternately US$1,000,000 in cash and a gross revenue royalty of 1.5%.

The number of Shares to be issued to Kircher (if any) shall be determined by the sum of US$3,000,000 divided by the volume weighted average price of the Shares on ASX for the 10 days prior to their date of issue.

As announced to the ASX on 15 April 2011, the Company has entered onto an option agreement to buy 3 rod mills for the Buena Vista Iron Project for a consideration of US$3,750,000 (of which a non-refundable initial deposit of US$375,000 has been paid).

2.2 Regulatory Requirements

Listing Rule 7.1 provides that a listed company may not issue securities in any 12 month period which, when aggregated with the value of the other securities issued within that 12 month period, exceed 15% of the value of ordinary shares on issue at the beginning of the 12 month period, unless the issue falls within one of the nominated exceptions, or the prior approval of members of the company in general meeting is obtained.

In compliance with Listing Rule 7.3, Shareholders are advised as follows:

• (a) the maximum number of Shares to be issued and allotted is 10,000,000 Shares;

• (b) the Shares (if any) will be issued at a date no later than 3 months after the date of this General Meeting (or such later date as is approved by ASX). If any Shares are issued to Kircher, then such allotment will on the settlement date of the exercise of the option to acquire the 100% beneficial interest in the Buena Vista Iron Project and the balance (if any) would be intended to be issued progressively during the 3 months after the date of this General Meeting;

• (c) the issue price of any Shares issued will be a minimum of 80% of the average market price of the Shares traded on the ASX over the last 5 days before the date that the offer is made;

• (d) it is intended that any Shares issued will be issued to Kircher Mine Development LLC (refer section 2.1) or sophisticated investors or other parties that may be issued Shares without the need for a prospectus under Section 708 of the Corporations Act;

• (e) the Shares (if any) will rank pari passu in all respects with the Company’s existing Shares;

• (f) none of the allottees will be related parties of the Company; and

• (g) the Shares (if issued) will provide additional funds for the further development of the Buena Vista Iron Project (including the acquisition of the 3 rod mills – refer section 2.1), the exercise of the option to acquire the Buena Vista Iron Project (refer section 2.1) and for working capital purposes.

3. ENQUIRIES

Shareholders should contact the Company Secretary on +61 8 9277 9801 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

ASX means ASX Limited.

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

Board means the board of Directors of the Company.

Company means Richmond Mining Limited (ABN 98 123 423 987) and its controlled entities. Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the directors of the Company.

Explanatory Statement means the explanatory statement to the Notice.

Meeting or General Meeting means the general meeting convened by the Notice. Notice means the notice of General Meeting accompanying this Explanatory Statement. Option means an option to acquire a Share on the terms and conditions set out in Annexure A. Share means a fully paid ordinary share in the Company.

Shareholder means a shareholder in the Company.

WST means western standard time, Perth, Western Australia.

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ANNEXURE A

TERMS AND CONDITIONS OF 350,000 OPTIONS ISSUED TO MR TL BRENNAN ON 24 JANUARY 2011 (RESOLUTION 1)

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

• a) The exercise price of each Option is $0.50 (“Exercise Price”).

• b) The Options expire at 5.00pm Western Standard Time on 31 December 2012.

• c) The Options can be exercised at any time and each Option shall entitle the holder to subscribe for and be allotted one ordinary fully paid share in the capital of Richmond Mining Limited (“Share”) upon exercise of the Option and payment to the Company of the Exercise Price.

• d) Shares issued as a result of the exercise of any of these Options will rank equally in all respects with all Shares in Richmond Mining Limited.

• e) The Option holder is not entitled to participate in new issues of securities offered to shareholders unless the Option is exercised before the relevant record date for that new issue.

• f) Shares issued on the exercise of Options will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application moneys. Shares allotted pursuant to the exercise of an Option will rank equally with the then issued Shares of the Company in all respects. If the Company is listed on Australian Securities Exchange (“ASX”) it will, pursuant to the exercise of an Option, apply to ASX for quotation of the Shares issued as a result of the exercise, in accordance with the Corporations Act 2001 and the ASX Listing Rules.

• g) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Option holder will be changed to the extent necessary to comply with the ASX Listing Rules applying to the reconstruction of capital at the time of the reconstruction.

• h) If there is a bonus issue to shareholders, the number of Shares over which the Option is exercisable will be increased by the number of Shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.

• i) In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Options will be reduced in accordance with ASX Listing Rule 6.22.

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PROXY FORM

RICHMOND MINING LIMITED ABN 98 123 423 987

I/We

being a Member of RICHMOND MINING LIMITED entitled to attend and vote at the General Meeting, hereby

Appoint

Name of proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting to be held at 10:00 am (WST) on 3 June 2011 at 103 Abernethy Road, Belmont, Western Australia and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.

Voting directions - General Meeting

			FOR	FOR	AGAINST ABSTAIN	AGAINST ABSTAIN	AGAINST ABSTAIN	AGAINST ABSTAIN	AGAINST ABSTAIN
Resolution	1	Ratification of issue of 350,000 Options
Resolution	2	Authority to issue up to 10,000,000 Shares

If you do not wish to direct your proxy how to vote, please place a mark in this 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 the interest. The Chairman will vote in favour of all of the resolutions if no directions are given.

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

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

Signed this day of 2011

By:

Individuals and joint holders

Companies (affix common seal if appropriate)

Signature		Director
Signature		Director/Company Secretary
Signature		Sole Director and Sole Company Secretary

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RICHMOND MINING LIMITED ABN 98 123 423 987

Instructions for Completing Proxy Form

1. A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

2. A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.

3. Corporate Shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

4. directors of the company;

5. a director and a company secretary of the company; or

6. for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

1. Completion of a proxy form will not prevent individual shareholders from attending the meeting in person if they wish. Where a Shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting

2. Where a proxy form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

6.

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

• deliver the proxy form by hand to the Company’s registered office at 103 Abernethy Road, Belmont, Western Australia;

• mail the proxy form to the Company’s registered office at PO Box 566, Belmont, Western Australia, 6984; or

• send the proxy form by facsimile to the Company on facsimile number +61 8 9277 6818,

so that it is received not later than 10:00 am (WST) on 1 June 2011.

Proxy forms received later than this time will be invalid.

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