SPORTSHERO LIMITED — Proxy Solicitation & Information Statement 2012

Sep 2, 2012

Nevada Iron Ltd

ABN 98 123 043 987

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NOTICE OF GENERAL MEETING EXPLANATORY STATEMENT

PROXY FORM

TIME : 10:00 am (WST) DATE : 5 October 2012 PLACE : Lower Ground Floor 57 Havelock Street West Perth, Western Australia 6005

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 proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	8
Glossary	15
Annexure A	16
Annexure B	17
Annexure C	18
Annexure D	19
Annexure E	20
Proxy Form	21
TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders of Nevada Iron Ltd which this Notice of General Meeting relates to will be held at 10:00 am (WST) on 5 October 2012 at:

Lower Ground Floor 57 Havelock Street West Perth, Western Australia 6005

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 Lower Ground Floor, 57 Havelock Street, West Perth, Western Australia 6005;

• (b) mail the proxy form to the Company’s registered office at PO Box 315, West Perth, Western Australia 6872; or

• (c) send the proxy form by facsimile to the Company on facsimile number +61 8 9481 0052,

so that it is received not later than 10:00 am (WST) on 3 October 2012.

Proxy forms received later than this time will be invalid.

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders of Nevada Iron Ltd will be held at Lower Ground Floor, 57 Havelock Street, West Perth, Western Australia at 10:00 am (WST) on 5 October 2012.

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 3 October 2012.

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

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

BUSINESS

RESOLUTION 1 – APPROVAL TO ISSUE 6,781,751 SHARES AT $0.17 PER SHARE

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to issue and allot 6,781,751 Shares, at an issue price of $0.17 per Share raising a total of $1,152,898 and otherwise on the terms and conditions set out 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 and a person who may obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed and any associates of those persons.

RESOLUTION 2 – APPROVAL TO GRANT 406,905 OPTIONS

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, and subject to resolution 1 being passed by Shareholders, approval is given for the Directors to grant 406,905 Options each exercisable $0.17 and expiring 31 October 2014 and otherwise on the terms and conditions set out 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 and a person who may obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed and any associates of those persons.

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RESOLUTION 3 – RATIFICATION OF ISSUE OF 11,539,425 SHARES ON 22 AUGUST 2012

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies the issue and allotment of 11,539,425 Shares issued on 22 August 2012 at an issue price of $0.17 per Share and otherwise on the terms and conditions set out in the Explanatory Statement.”

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. However, 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 4 – RATIFICATION OF GRANT OF 692,365 OPTIONS ON 28 AUGUST 2012

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies the granting on 28 August 2012 of 692,365 Fee Options each exercisable at $0.17 per Shares and expiring 31 August 2014 and otherwise on the terms and conditions set out in the Explanatory Statement.”

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. However 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 5 – RATIFICATION OF GRANT OF 400,000 OPTIONS TO MR M HIGGINSON

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies the granting on 8 June 2012 to Mr M Higginson of 400,000 Incentive Options each exercisable at $0.50 per Share and expiring 30 March 2015 and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by Mr M Higginson or any associate of Mr Higginson. However, 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.

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RESOLUTION 6 – RATIFICATION OF GRANT OF 500,000 OPTIONS TO MR C TANNER

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies the granting on 14 June 2012 to Mr C Tanner of 500,000 Class One Options each exercisable at $0.30 per Share and expiring 30 June 2014 and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by Mr C Tanner or any associate of Mr Tanner. However, 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 7 – RATIFICATION OF GRANT OF 500,000 OPTIONS TO MR C TANNER

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies the granting on 14 June 2012 to Mr C Tanner of 500,000 Class Two Options each exercisable at $0.40 per Share and expiring 30 June 2015 and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by Mr C Tanner or any associate of Mr Tanner. However, 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 8 – RE-APPROVAL FOR GRANT OF 1,250,000 OPTIONS TO MR M NIND

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the granting on 8 June 2012 to Mr M Nind of 1,250,000 Incentive Options each exercisable at $0.50 per Share and expiring 30 March 2015 and otherwise on the terms and conditions described in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this resolution by Mr M Nind or any associate of Mr Nind. However, 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.

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RESOLUTION 9 – RE-APPROVAL FOR GRANT OF 750,000 OPTIONS TO MR L JELENICH

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the granting on 8 June 2012 to Mr L Jelenich’s nominee of 750,000 Incentive Options each exercisable at $0.50 per Share and expiring 30 March 2015 and otherwise on the terms and conditions described in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this resolution by Mr L Jelenich or any associate of Mr Jelenich. However, 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 10 – RE-APPROVAL FOR GRANT OF 1,250,000 OPTIONS TO MR M MCMULLEN

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the granting on 8 June 2012 to Mr M McMullen’s nominee of 1,250,000 Incentive Options each exercisable at $0.50 per Share and expiring 30 March 2015 and otherwise on the terms and conditions described in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this resolution by Mr M McMullen or any associate of Mr McMullen. However, 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 11 – RE-APPROVAL FOR GRANT OF 1,000,000 OPTIONS TO MR T DUCKWORTH

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the granting on 8 June 2012 to Mr T Duckworth’s nominee of 1,000,000 Incentive Options each exercisable at $0.50 per Share and expiring 30 March 2015 and otherwise on the terms and conditions described in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this resolution by Mr T Duckworth or any associate of Mr Duckworth. However, 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.

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RESOLUTION 12 – RE-APPROVAL FOR GRANT OF 750,000 OPTIONS TO MR A BRICE

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the granting on 8 June 2012 to Mr A Brice’s nominee of 750,000 Incentive Options each exercisable at $0.50 per Share and expiring 30 March 2015 and otherwise on the terms and conditions described in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this resolution by Mr A Brice or any associate of Mr Brice. However, 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.

BY ORDER OF THE BOARD

MICHAEL HIGGINSON COMPANY SECRETARY NEVADA IRON LTD

Dated this 3[rd] day of September 2012

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 – ISSUE 6,781,751 SHARES AT $0.17 PER SHARE

Background

On 31 August 2012, the Company announced to the ASX that, subject to the receipt of shareholder approval, it had raised $1,152,898 by placing a total of 6,781,751 Shares, at an issue price of $0.17 per Share with sophisticated investors pursuant to sections 708A of the Corporations Act.

As required by ASX Listing Rule 7.1, the Company seeks the approval of Shareholders to issue and allot the 6,781,751 Shares, at an issue price of $0.17 per Share, to raise $1,152,898.

General

Resolution 1 seeks Shareholder approval for the issue and allotment of 6,781,751 Shares at an issue price of $0.17 per Share to raise $1,152,898.

ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

The effect of resolution 1 will be to allow the Directors to issue and allot the 6,781,751 Shares without using the Company’s annual 15% placement capacity.

Information Required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Shares:

• (a) the maximum number of Shares to be issued is 6,781,751 Shares;

• (b) the Shares will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the issue price of the Shares is $0.17 per Share;

• (d) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (e) the Shares will be issued to sophisticated investors (no related party of the Company will participate in the issue); and

• (f) the Company intends to use the funds raised for the continued development of the Buena Vista Iron Project in Nevada, a proposed TSX Listing and for general working capital purposes.

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Director’s Recommendation

The Directors unanimously support and recommend the proposed issue of Shares the subject of resolution 1.

2. RESOLUTION 2 – GRANT OF 406,905 OPTIONS

Background

On 31 August 2012, the Company announced to the ASX its intention to grant 406,905 Options each exercisable at $0.17 per Share and expiring 31 October 2014 to those parties that facilitated the capital raising the subject of resolution 1 of this Notice.

General

Resolution 2 seeks Shareholder approval for the grant of 406,905 Options each exercisable at $0.17 per Share and expiring 31 October 2014.

Resolution 2 is subject to resolution 1 being passed by Shareholders. If resolution 1 is not passed by Shareholders, then resolution 2 will automatically fail.

The Directors further confirm that if the 6,781,751 Shares the subject of resolution 1 are not allotted, then the 406,905 Options will not be granted.

ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

The effect of resolution 2 will be to allow the Directors to grant the 406,905 Options without using the Company’s annual 15% placement capacity.

Information Required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the grant of the Options:

• (a) the maximum number of Options to be granted is 406,905;

• (b) the Options will be granted no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that grant will occur on the same date;

• (c) The Options will be granted as part consideration for the facilitation of the securing of the working capital raised, or to be raised, pursuant to the issue and allotment of the Shares the subject of resolution 1. No cash consideration will be received from the grant of the Options;

• (d) The terms and conditions of the Options are as set out in Annexure A;

• (e) The Options will be granted to those parties that facilitated the securing of the working capital raised pursuant to the issue and allotment of the Shares the subject of resolution 1. No related party of the Company will participate in the grant of the Options; and

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• (f) no funds will be raised by the grant of the Options.

Director’s Recommendation

The Directors unanimously support and recommend the proposed grant of Options the subject of resolution 2.

3. RESOLUTION 3 – RATIFICATION OF ISSUE OF 11,539,425 SHARES

Background

On 22 August 2012, the Company announced to the ASX that it had placed 11,539,425 Shares.

Resolution 3 seeks Shareholder ratification for the issue and allotment of 11,539,425 Shares that your Directors issued at an issue price of $0.17 per Share, on 22 August 2012.

ASX Listing Rules

Subject to certain exceptions, ASX 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 ASX 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 ASX 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 Shares described in this resolution 3 have been issued within the 15% limit, the Company seeks Shareholder ratification of the issue of those Shares for the purpose of ASX 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.

Information Required by ASX Listing Rule 7.5

Pursuant to and in accordance with the requirements of ASX Listing Rule 7.5, the following information is provided to Shareholders to allow them to assess the ratification of the issue of the Shares the subject of this resolution 3:

• (a) the number of Shares issued and allotted was 11,539,425;

• (b) the Shares were issued at an issue price of $0.17 per Share, which raised $1,961,702 for the Company, before issue costs;

• (c) The 11,539,425 Shares rank pari passu with the Company’s existing issued Shares;

• (d) the Shares were allotted to investors who qualified as professional or sophisticated investors (no related party of the Company participated in the issue); and

• (e) the funds raised from the issue of the Shares is being applied towards the continued development of the Buena Vista Iron Project in Nevada and for general working capital purposes.

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4. RESOLUTION 4 – RATIFICATION OF GRANT OF 692,365 FEE OPTIONS

Background

On 28 August 2012, the Company announced to the ASX that it had granted 692,365 Fee Options.

Resolution 4 seeks Shareholder ratification for the issue of 692,365 Fee Options that your Directors granted on 28 August 2012 to those parties that facilitated the capital raising the subject of resolution 3 of this Notice.

ASX Listing Rules

For information on ASX Listing Rules 7.1 and 7.4 please refer to Section 3 of this Explanatory Statement.

While the Fee Options described in this resolution 4 have been issued within the 15% limit required by ASX Listing Rule 7.1, the Company seeks Shareholder ratification of the granting of the Fee Options for the purpose of ASX 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.

Information Required by ASX Listing Rule 7.5

Pursuant to and in accordance with the requirements of ASX Listing Rule 7.5, the following information is provided to Shareholders to allow them to assess the ratification of the granting of the Fee Options the subject of this resolution 4:

(a) the number of Fee Options granted was 692,365;

• (b) the Fee Options were granted as part consideration for the facilitation of the securing of the working capital raised pursuant to the issue and allotment of the Shares the subject of resolution 3. No cash consideration was received from the grant of the Fee Options;

• (c) the terms and conditions of the Fee Options are as set out in Annexure B;

• (d) the Fee Options were granted to those parties that facilitated the securing of the working capital raised pursuant to the issue and allotment of the Shares the subject of resolution 3. No cash consideration was received from the grant of the Fee Options. No related party of the Company participated in the grant of the Fee Options; and

• (e) no funds were raised from the grant of the Fee Options.

5. RESOLUTION 5 – RATIFICATION OF GRANT OF 400,000 OPTIONS TO MR M HIGGINSON

Resolution 5 seeks Shareholder ratification for the issue of 400,000 Incentive Options that your Directors granted to the Company Secretary, Mr M Higginson, on 8 June 2012.

ASX Listing Rules

For information on ASX Listing Rules 7.1 and 7.4 please refer to Section 3 of this Explanatory Statement.

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Information Required by ASX Listing Rule 7.5

Pursuant to and in accordance with the requirements of ASX Listing Rule 7.5, the following information is provided to Shareholders to allow them to assess the ratification of the issue of the Incentive Options the subject of this resolution 5:

• (a) the number of Incentive Options granted was 400,000;

• (b) the Incentive Options were granted to Mr M Higginson in order to provide an incentive for his future involvement and commitment;

• (c) the 400,000 Incentive Options are each exercisable at $0.50 per Share on or before 30 March 2015 and otherwise on the terms and conditions outlined in Annexure C. Upon exercise of the Incentive Options, the Shares issued will rank pari passu with the existing Shares on issue;

• (d) the Incentive Options were granted to Mr M Higginson; and

• (e) no funds were raised from the granting of the Incentive Options as they were issued as an incentive for the future involvement and commitment of Mr Higginson.

6. RESOLUTION 6 – RATIFICATION OF GRANT OF 500,000 OPTIONS TO MR C TANNER

Resolution 6 seeks Shareholder ratification for the issue on 14 June 2012 of 500,000 Class One Options that the Directors granted to the recently appointed Project Manager of Buena Vista, Mr C Tanner.

ASX Listing Rules

For information on ASX Listing Rules 7.1 and 7.4 please refer to Section 3 of this Explanatory Statement.

Information Required by ASX Listing Rule 7.5

Pursuant to and in accordance with the requirements of ASX Listing Rule 7.5, the following information is provided to Shareholders to allow them to assess the ratification of the granting of 500,000 Class One Options the subject of this resolution 6:

• (a) the number of Class One Options granted was 500,000;

• (b) the Class One Options were granted to Mr C Tanner in order to provide an incentive for his future involvement and commitment;

• (c) the 500,000 Class One Options are each exercisable at $0.30 per Share on or before 30 June 2014 and otherwise on the terms and conditions outlined in Annexure D. Upon exercise of the Class One Options, the Shares issued will rank pari passu with the existing Shares on issue;

• (d) the Class One Options were granted to Mr C Tanner; and

• (e) no funds were raised from the granting of the Class One Options as they were issued as an incentive for the future involvement and commitment of Mr Tanner.

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7. RESOLUTION 7 – RATIFICATION OF GRANT OF 500,000 OPTIONS TO MR C TANNER

Resolution 7 seeks Shareholder ratification for the issue on 14 June 2012 of 500,000 Class Two Options that the Directors granted to the recently appointed Project Manager of Buena Vista, Mr C Tanner.

ASX Listing Rules

For information on ASX Listing Rules 7.1 and 7.4 please refer to Section 3 of this Explanatory Statement.

Information Required by ASX Listing Rule 7.5

Pursuant to and in accordance with the requirements of ASX Listing Rule 7.5, the following information is provided to Shareholders to allow them to assess the ratification of the granting of the 500,000 Class Two Options the subject of this resolution 7:

• (a) the number of Class Two Options granted was 500,000;

• (b) the Class Two Options were granted to Mr C Tanner in order to provide an incentive for his future involvement and commitment;

• (c) the 500,000 Class Two Options are each exercisable at $0.40 per Share on or before 30 June 2015 and otherwise on the terms and conditions outlined in Annexure E. Upon exercise of the Class Two Options, the Shares issued will rank pari passu with the existing Shares on issue;

• (d) the Class Two Options were granted to Mr C Tanner; and

• (e) no funds were raised from the granting of the Class Two Options as they were issued as an incentive for the future involvement and commitment of Mr Tanner.

8. RESOLUTIONS 8, 9, 10, 11 AND 12 – RE-APPROVAL FOR GRANT OF 5,000,000 OPTIONS TO DIRECTORS ON 8 JUNE 2012

Resolutions 8, 9, 10, 11 and 12 seek the re-approval of Shareholders for the grant on 8 June 2012 of a total of 5,000,000 Incentive Options to the Directors, or their nominee(s), as set out below:

Resolution	Director	Number of Incentive Options
8 9 10 11 12	M Nind L Jelenich M McMullen T Duckworth A Brice	1,250,000 750,000 1,250,000 1,000,000 750,000

ASX Listing Rules

ASX Listing Rule 10.11 provides that a company may not issue securities to a related party without obtaining prior shareholder approval. Directors are related parties for the purposes of the ASX Listing Rules.

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ASX Listing Rule 10.13.3 provides that the date by which the company shall issue the securities must not be more than 1 month after the date of the meeting.

Background

On 26 March 2012, Shareholder approval was obtained for the grant of 5,000,000 Incentive Options to the Directors, or their nominees, in accordance with ASX Listing Rule 10.11.

Unfortunately, due to an administrative oversight, the 5,000,000 Incentive Options were not granted until 8 June 2012, such date being later than 1 month after the date of the meeting. Accordingly, ASX Listing Rule 10.13.3 was inadvertently breached by the Company.

On 7 August 2012, ASX, inter alia, advised the Company that as a consequence of the breach of ASX Listing Rule 10.13.3 Shareholder approval for the grant of the 5,000,000 Incentive Options is to be re-obtained at the Company’s next general meeting.

ASX further advised that if Shareholders do not re-approve the grant of the 5,000,000 Incentive Options then the 5,000,000 Incentive Options are to be cancelled within 5 business days of the general meeting.

Additional Information

The following additional information is provided to Shareholders to allow them to assess the re-approval of the grant on 8 June 2012 of the 5,000,000 Incentive Options to Directors, or their nominees, the subject of resolutions 8, 9, 10, 11 and 12.

• (a) the Incentive Options were granted for nil consideration;

• (b) the Incentive Options are each exercisable at $0.50 per Share on or before 30 March 2015 and otherwise on the terms and conditions outlined in Annexure C. Upon exercise of the Incentive Options, the Shares issued will rank pari passu with the existing Shares on issue; and

• (c) no funds were raised from the granting of the Incentive Options as they were issued as an incentive for the future involvement and commitment of Directors.

As required by ASX, resolutions 8, 9, 10, 11 and 12 seek the re-approval of Shareholders for the grant on 8 June 2012 of the 5,000,000 Incentive Options to Directors or their nominees.

9. 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 means the Listing Rules of ASX.

Board means the board of Directors of the Company.

Class One Option means an option to acquire a Share each exercisable at $0.30 and expiring 30 June 2014 and otherwise on the terms and conditions set out in Annexure D of this Explanatory Statement.

Class Two Option means an option to acquire a Share each exercisable at $0.40 and expiring 30 June 2015 and otherwise on the terms and conditions set out in Annexure E of this Explanatory Statement.

Company means Nevada Iron Ltd (ABN 98 123 423 987).

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the directors of the Company.

Explanatory Statement means the explanatory statement to the Notice.

Fee Option means an option to acquire a Share each exercisable at $0.17 and expiring 31 August 2014 and otherwise on the terms and conditions set out in Annexure B of this Explanatory Statement.

Incentive Option means an option to acquire a Share each exercisable at $0.50 and expiring 30 March 2015 and otherwise on the terms and conditions set out in Annexure C of this Explanatory Statement.

Meeting or General Meeting means the General Meeting convened by the Notice.

Nevada Iron LLC means the Company’s wholly owned subsidiary incorporated in the State Of Nevada USA.

Notice means the notice of General Meeting accompanying this Explanatory Statement.

Option means an option to acquire a Share each exercisable at $0.17 and expiring 31 October 2014 and otherwise on the terms and conditions set out in Annexure A of this Explanatory Statement.

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 406,905 OPTIONS (RESOLUTION 2)

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

• a) The exercise price of each Option is $0.17 (“Exercise Price”).

• b) The Options expire at 5.00pm WST on 31 October 2014 (“Expiry Date”).

• 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 Nevada Iron Ltd (“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 the Options will rank equally in all respects with all Shares in Nevada Iron Ltd.

• 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.

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ANNEXURE B

TERMS AND CONDITIONS OF 692,365 FEE OPTIONS (RESOLUTION 4)

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

• a) The exercise price of each Fee Option is $0.17 (“Exercise Price”).

• b) The Fee Options expire at 5.00pm Western Standard Time on 31 August 2014 (“Expiry Date”).

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

• d) Shares issued as a result of the exercise of any of the Fee Options will rank equally in all respects with all Shares in Nevada Iron Ltd.

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

• f) Shares issued on the exercise of Fee 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 a Fee Option will rank equally with the then issued Shares of the Company in all respects. If the Company is listed on Australian Securities Exchange Limited (“ASX”) it will, pursuant to the exercise of a Fee 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 Fee 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.

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ANNEXURE C

TERMS AND CONDITIONS OF INCENTIVE OPTIONS (RESOLUTIONS 5, 8, 9, 10, 11 & 12)

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

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

• b) The Incentive Options expire at 5.00pm Western Standard Time on 30 March 2015 (“Expiry Date”).

• c) Unless otherwise determined by the Board, the Incentive Options can only be exercised by the holder on or after 1 April 2014 and prior to the Expiry Date.

• d) Each Incentive Option shall entitle the holder to subscribe for and be allotted one ordinary fully paid share in the capital of Nevada Iron Ltd (“Share”) upon exercise of the Incentive Option and payment to the Company of the Exercise Price.

• e) Shares issued as a result of the exercise of any of the Incentive Options will rank equally in all respects with all Shares in Nevada Iron Ltd.

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

• g) The Incentive Options are non-transferable and if the Incentive Option holder ceases to be an officer of the Company prior to 31 March 2014, then the Incentive Options will be cancelled.

• h) Shares issued on the exercise of Incentive 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 Incentive 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 Incentive 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.

• i) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Incentive 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.

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ANNEXURE D

TERMS AND CONDITIONS OF CLASS ONE OPTIONS (RESOLUTION 6)

Each Class One Option entitles the holder to subscribe for one ordinary fully paid share in the capital of Nevada Iron Ltd on the following terms and conditions:

• a) The exercise price of each Class One Option is $0.30 (“Exercise Price”).

• b) Each Class One Option expires at 5:00pm WST on 30 June 2014 (“Expiry Date”).

• c) Each Class One Option can only be exercised by the holder on or after 1 July 2013 and prior to the Expiry Date and only whilst the holder remains an employee of Nevada Iron LLC.

• d) Each Class One Option shall entitle the holder to subscribe for and be allotted one ordinary fully paid share in the capital of Nevada Iron Ltd (“Share”) upon exercise of the Class One Option and payment to Nevada Iron Ltd of the Exercise Price.

• e) Shares issued as a result of the exercise of any of the Class One Options will rank equally in all respects with all Shares on issue in Nevada Iron Ltd.

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

• g) The Class One Options are non-transferable and if the holder ceases to be an employee of Nevada Iron LLC prior to the Expiry Date, then the Class One Options will be automatically cancelled and of no further force or effect whatsoever.

• h) Shares issued on the exercise of Class One 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 Class One Options will rank equally with the then issued Shares of Nevada Iron Ltd in all respects. If the Company is listed on ASX it will, pursuant to the exercise of a Class One Option, apply to ASX for quotation of the Shares issued as a result of the exercise.

• i) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of Nevada Iron Ltd, all rights of the Class One 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.

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ANNEXURE E

TERMS AND CONDITIONS OF CLASS TWO OPTIONS (RESOLUTION 7)

Each Class Two Option entitles the holder to subscribe for one ordinary fully paid share in the capital of Nevada Iron Ltd on the following terms and conditions:

• a) The exercise price of each Class Two Option is $0.40 (“Exercise Price”).

• b) Each Class Two Option expires at 5.00pm WST on 30 June 2015 (“Expiry Date”).

• c) Each Class Two Option can only be exercised by the holder on or after 1 January 2014 and prior to the Expiry Date and only whilst the holder remains an employee of Nevada Iron LLC.

• d) Each Class Two Option shall entitle the holder to subscribe for and be allotted one ordinary fully paid share in the capital of Nevada Iron Ltd (“Share”) upon exercise of the Class Two Option and payment to Nevada Iron Ltd of the Exercise Price.

• e) Shares issued as a result of the exercise of any of the Class Two Options will rank equally in all respects with all Shares on issue in Nevada Iron Ltd.

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

• g) The Class Two Options are non-transferable and if the holder ceases to be an employee of Nevada Iron LLC prior to the Expiry Date, then the Class Two Options will be automatically cancelled and of no further force or effect whatsoever.

• h) Shares issued on the exercise of Class Two 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 Class Two Options will rank equally with the then issued Shares of Nevada Iron Ltd in all respects. If the Company is listed on ASX it will, pursuant to the exercise of a Class Two Option, apply to ASX for quotation of the Shares issued as a result of the exercise.

• i) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of Nevada Iron Ltd, all rights of the Class Two 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.

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PROXY FORM

NEVADA IRON LTD ABN 98 123 423 987

I/We

being a Member of NEVADA IRON LTD 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 5 October 2012 at Lower Ground Floor, 57 Havelock Street, West Perth, 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 AGAINST ABSTAIN Resolution 1 Issue of 6,781,751 Shares Resolution 2 Grant of 406,905 Options Resolution 3 Ratification of issue of 11,539,425 Shares Resolution 4 Ratification of 692,465 Fee Options Resolution 5 Ratification of 400,000 Incentive Options Resolution 6 Ratification of 500,000 Class One Options Resolution 7 Ratification of 500,000 Class Two Options Resolution 8 Re-approval of 1,250,000 Incentive Options Resolution 9 Re-approval of 750,000 Incentive Options Resolution 10 Re-approval of 1,250,000 Incentive Options Resolution 11 Re-approval of 1,000,000 Incentive Options Resolution 12 Re-approval of 750,000 Incentive Options

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 2012

By:

Individuals and joint holders

Signature Signature Signature

Companies (affix common seal if appropriate)

	Director
	Director/Company Secretary
	21 Sole Director and Sole Company Secretary

NEVADA IRON LTD 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:

• directors of the company;

• a director and a company secretary of the company; or

• 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.

4. 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

5. 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 Lower Ground Floor, 57 Havelock Street, West Perth, Western Australia;

• mail the proxy form to the Company’s registered office at PO Box 315, West Perth, Western Australia, 6872; or

• send the proxy form by facsimile to the Company on facsimile number +61 8 9481 0052,

so that it is received not later than 10:00 am (WST) on 3 October 2012.

Proxy forms received later than this time will be invalid.

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