STRATEGIC ENERGY RESOURCES LIMITED — Proxy Solicitation & Information Statement 2012

Feb 20, 2012

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ASX Announcement 21 February 2012

Adjourned Meeting of Demerger Scheme to be held 22 March 2012

Shareholders who have not received Scheme Booklets urged to contact SER

A meeting of Strategic Energy Resources Limited ( SER ) shareholders will be held at 12 pm (Melbourne time) on Thursday 22 March 2012 at the Institute of Chartered Accountants, Level 3, 600 Bourke Street, Melbourne, Victoria, to consider, and if thought fit to approve a scheme of arrangement. If implemented, the scheme of arrangement will result in 80% of Tarcoola Gold Ltd being demerged from SER.

The following documents are attached to this announcement:

i) Updated timetable ii) Notice of Meeting and Proxy iii) Letter to shareholders whose address is suspected incorrect iv) Letter to shareholders whose have not yet received the scheme booklet v) Letter to shareholders who have previously received the scheme booklet vi) Letter to shareholders where the Company has previously received “returned mail”

SER has sent its shareholders a Scheme Booklet containing important information in relation to the scheme of arrangement.

If you are a SER shareholder and you have not received the Scheme Booklet and proxy form, it may be that your current address is not recorded on SER’s share register. If you wish to obtain a copy of the Scheme Booklet and other documents you can do so by contacting Advanced Share Registry (SER’s share registry provider) on (08) 9389 8033 at which time you should also enquire about updating your address details. The Scheme Booklet is also available at www.strategicenergy.com.au .

If you are an SER shareholder and SER believes that you are not known at your registered address:

• the share consideration payable to you under the Scheme will be issued in your name by Tarcoola Gold Ltd, but no share certificate will be provided to you until your updated address details have been provided; and

• the shares issued in your name may be treated as lost property and removed from the register by using the procedures under Part 9.7 of the Corporations Act 2001 if SER and / or Tarcoola have no contact with you for at least 6 years.

Further Information

For further information contact: Melanie Leydin Company Secretary

ACN: 051 212 429 Level 1, 500 Collins Street Melbourne VIC 3000 Australia, 3000 Telephone: (03) 9629 2330 Facsimile: (03) 9629 2332 www.strategicenergy.com.au

Demerger Summary of Key Dates

The key dates for the implementation Demerger Scheme have changed from the dates set out in the scheme booklet previously sent to you. The new key dates are as follows:

12 pm, 20 March 2012 Time and date for determining eligibility to vote at the Demerger Scheme Meeting and the last date and time for receipt of proxy forms. 12 pm, 22 March 2012 Demerger Scheme Meeting.

If the Demerger Scheme is approved by the requisite majorities, the expected timetable for implementation of the Demerger Scheme is:

23 March 2012 Second Court Hearing Date for the approval of the Demerger Scheme and the Effective Date for the Demerger Scheme 26 March 2012 Ex Dividend Date 30 March 2012 Demerger Record Date for determining entitlements of SER Shareholders to the Demerger Scheme Shares. 3 April 2012 Implementation Date for the issue of Demerger Scheme Shares

STRATEGIC ENERGY RESOURCES LIMITED

ACN 051 212 429 Registered Office: Level 1, 500 Collins Street, Melbourne, Victoria, 3000, Australia

NOTICE OF COURT ORDERED MEETING

Notice is hereby given that, by an order of the Supreme Court of Victoria ( Court ) made on 17 February 2012 and pursuant to section 411(1) of the Corporations Act 2001 (Cth) ( Corporations Act ), a meeting of the shareholders of Strategic Energy Resources Limited ACN 051 212 429 ( Company ) will be held at 12:00 p.m. (Australian Eastern Daylight Savings Time) on Thursday, 22 March 2012 at the Institute of Chartered Accountants, Level 3, 600 Bourke Street, Melbourne, Victoria.

The purpose of the meeting is to consider and, if thought fit, to pass resolutions, firstly amending a scheme of arrangement to be made between the Company and its shareholders ( Demerger Scheme ) and secondly approving the Demerger Scheme. A copy of the Demerger Scheme and the explanatory statement required by section 412 of the Corporations Act in relation to the Demerger Scheme are contained in the Demerger Scheme Booklet, which either accompanies this notice or has previously been sent to you. Terms used (and not otherwise defined in) this notice have the same meaning as set out in the glossary of defined terms in section 17 of the Demerger Scheme Booklet.

BUSINESS - DEMERGER SCHEME RESOLUTIONS

1. Amendment of Demerger Scheme

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

• “ THAT the Demerger Scheme (the terms of which are contained in and more particularly described in the Demerger Scheme Booklet) be amended in the following manner:

(i). by inserting after clause 4.3(b) of the Demerger Scheme the following words:

• ‘ (c) Despite clause 4.3(a), where any Tarcoola Share is issued to an SER Shareholder (other than an Ineligible Foreign Holder) under this Demerger Scheme and that SER Shareholder:

• (i) does not have an address recorded in the register of members of SER; or

• (ii) is believed by SER not to be known at the address recorded in the register of members of SER

then Tarcoola is not required to send or deliver to that SER Shareholder any certificate of shareholding or any other evidence of title until such time as the relevant SER Shareholder contacts SER or Tarcoola to update or confirm their address (as the case may be).’

• (ii). by inserting after clause 4.6 of the Demerger Scheme the following words:

‘ 4.7 Foreign Shareholders with Incorrect Addresses

• (a) Where an Ineligible Foreign Holder:

• (i) does not have an address recorded in the register of members of SER; or

• (ii) is believed by SER not to be known at the address recorded in the register of members of SER then (despite clause 4.6) the Demerger Nominee will remit any proceeds of the sale of that Ineligible Foreign Holder’s Tarcoola Shares in accordance with this clause 4.7.

• (b) The proceeds referred to in clause 4.7(a) (after the payment of fees, taxes, brokerage and other sale costs) must be remitted to a bank account in the name of Tarcoola which set up and maintained only for the purpose of holding such funds on trust for the relevant Ineligible Foreign Holder until claimed by that Ineligible Foreign Holder or dealt with pursuant to unclaimed monies legislation.’

2. Approval of Demerger Scheme

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

“ THAT the Demerger Scheme (the terms of which are contained in and more particularly described in the Demerger Scheme Booklet), as amended by resolution 1 above, be approved pursuant to and in accordance with section 411 of the Corporations Act 2001 (Cth), subject to any alteration or condition approved by the Court."

By Order of the Court

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Glenister Lamont

Chairman

Dated: 21 February 2012

EXPLANATORY NOTES

The following explanatory notes have been prepared to assist shareholders in relation to the attached notice of the meeting and proposed resolution, and these explanatory notes should be read in conjunction with the attached notice.

1. Majority required

In accordance with section 411(4)(a)(ii) of the Corporations Act, the Demerger Scheme will only be binding if a resolution in favour of the Demerger Scheme is passed:

• a. by a majority (more than 50%) in number of the Company shareholders present and voting (whether in person, by proxy, by attorney or, in the case of a corporation, by corporate representative); and

• b. by 75% or more of the votes cast on the resolution by Company shareholders entitled to vote on that resolution..

The vote will be conducted by poll. The Company shareholders will have one vote for each Company share held.

2. Entitlement to vote

For the purpose of the Demerger Scheme meeting, the Court has determined that Company shares will be taken to be held by the persons who are the registered holders at 12 pm on 20 March 2012. All holders of the Company shares as at that time are entitled to vote at the Demerger Scheme meeting. Accordingly, registrable transfers or transmission applications received after this time will be disregarded in determining entitlements to vote at the Demerger Scheme meeting.

3. Chairperson

The Court has directed that Ross Higgins, or failing him Glenister Lamont, act as chair of the meeting and has directed that the chair report the result of the Demerger Scheme meeting to the Court if the resolutions are approved.

1. Court approval

In accordance with section 411(4)(b) of the Corporations Act, the Demerger Scheme is subject to the approval of the Court. If shareholders pass the resolution by the requisite majority of Company shareholders, the Company intends to apply to the Court for approval of the Demerger Scheme. Once the Demerger Scheme is approved by the Court, it will be binding on each Company shareholder. The Demerger Scheme remains subject to Court approval even if shareholders pass the resolution.

5. Demerger Scheme Booklet

This notice should be read in conjunction with the entire Demerger Scheme Booklet, which contains important information to assist you in determining how to vote on the resolution, including a copy of the explanatory statement in relation to the proposed Demerger Scheme.

1. How to vote

Company shareholders entitled to vote at the Demerger Scheme meeting can vote:

• a. by attending the meeting and voting in person or by attorney or, in the case of corporate shareholders, by corporate representative; or

• b. by appointing a proxy to attend and vote on their behalf in their place, using the proxy form attached to this notice.

• 6.1 Voting in person (or by attorney or corporate representative)

• a. To vote in person, the Company shareholder or their attorney or corporate representative should attend the Demerger Scheme meeting on the date and at the place as set out above.

• b. Company shareholders or their attorneys or representatives who plan to attend the Demerger Scheme Meeting are asked to arrive at the venue 30 minutes prior to the time designated for the meeting so that their shareholdings can be checked against the Company Register and attendances can be noted.

• c. An appointment of an attorney is effective in respect of a particular general meeting if, and only if, the power of attorney or an office copy or notarially certified copy of the power of attorney is actually received (which includes receipt of a copy of those instruments by legible fax) by the Company at its registered office at least 48 hours before the time notified for that meeting.

• d. Any corporation being a shareholder of the Company may appoint an individual as its representative to exercise any or all of its powers at the meeting. The corporation must notify the Company of the appointment of its corporate representative using the attached certificate of appointment of corporate representative, which may be sent to the Company in advance of the meeting or submitted at the time of registration or during the meeting.

• 6.2 Voting in by proxy

• a. A shareholder entitled to attend and vote is entitled to appoint not more than two proxies to attend, and vote at, the meeting on his/her behalf. Where two proxies are appointed the appointment may specify the proportion or number of votes the proxy may exercise, otherwise each proxy may exercise half the votes. An additional proxy form will be supplied by the Company on request. A proxy need not be a shareholder of the Company.

• b. An instrument appointing a proxy must be in writing under the hand of the appointer or his/her attorney or, if such appointer is a corporation, executed in accordance with its constitution (or otherwise as set out on the proxy form) or under the hand of its attorney.

• c. A proxy form is attached. If required, it should be completed and signed and the form (and an original or certified copy of any power of attorney under which it was signed) must be returned to the Company's registered office or Advanced Share Registry Ltd in accordance with the instructions set out in the proxy form by no later than 48 hours before the time appointed for the meeting.

6.3 Jointly held securities

If shares in the Company are jointly held, only one of the joint shareholders is entitled to vote at any meeting (either whether personally or by proxy, attorney or representative) in respect of those shares. If more than one of those joint holders tender a vote on any resolution, the only vote which is to be counted in respect of that share is the vote tendered by the most senior of those persons (seniority being conclusively ascertained by the order of names in respect of that Share in the Company Register).

STRATEGIC ENERGY RESOURCES LIMITED

Appointment of proxy

If you propose to attend and vote at this General Meeting, please bring this form with you. This will assist in registering your attendance.

All Registry communication to: Advanced Share Registry Ltd 150 Stirling Highway Nedlands WA 6009 PO Box 1156 Nedlands WA 6909 Telephone: (08) 9389 8033 Facsimile: (08) 9389 7871 Website: www.advancedshare.com.au www.strategicenergy.com.au

I/We being a members) of STRATEGIC ENERGY RESOURCES LIMITED ACN 051 212 429 and entitled to attend and vote hereby appoint.

A the Chairman of the OR if you are NOT appointing the Chairman of the Meeting (mark box) Meeting as your proxy, please write the name of the person or body corporate (excluding the registered security holder) you are appointing as your proxy

Or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following instructions (or if no directions have been given, as the proxy sees fit) at the General Meeting of the Company to be held at 12:00 p.m. (Australian Eastern Daylight Savings Time) on Thursday, 22 March 2012 at the Institute of Chartered Accountants, Level 3, 600 Bourke Street, Melbourne, Victoria and at any adjournment of that meeting. Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using this form an additional form of proxy is available on request from the share registry. Proxies will only be value and accepted by the Company if they are signed and received at the Company’s registered office no later than 48 hours before the meeting.

The Chairman intends to vote undirected proxies IN FAVOR of both of the resolutions.

Should you desire to direct your proxy how to vote on any resolution please insert  in the appropriate box below.

For Against Abstain*

Resolution	1	Amendment of Demerger Scheme
Resolution	2	Approval of Demerger Scheme

*If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on poll and your votes will not be counted in computing the required majority on a poll.

B PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented

Securityholder 1 Securityholder 2 Securityholder 3 Director / Sole Director and Director/Company Secretary / Director / Individual (Delete one) Company Secretary / Individual Individual (Delete one) (Delete one)

Contact Name

Contact Daytime Telephone or Email Date

Proxy Instructions

Generally

A shareholder entitled to attend and vote at the Court ordered meeting convened by the Notice is entitled to appoint not more than 2 proxies to vote on the shareholder’s behalf. A proxy need not be a shareholder. The proxy appointed may be a standing appointment for all general meetings until it is revoked. Additional proxy forms are available from the Company.

If a representative of a shareholder or proxy is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admissions. A copy of the certificate be may be obtained from the Company’s share registry by calling +61 8 9389 8033.

Appointing Two Proxies

A shareholder entitled to cast 2 or more votes may appoint 2 proxies. Where 2 proxies are appointed, if the appointments do not specify the percentage or number of Votes that each proxy may exercise, each proxy may exercise one half of your votes. Fractions of votes will be disregarded.

Signing Instructions

Individuals:	The shareholder must sign personally.
Joint Holdings:	If the holding is in more than 1 name, all of the shareholders must sign.
Company:	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) 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.
Power of Attorney:	The attorney must sign and the power of attorney must be deposited at the
	Company’s registered office for inspection and return, when the proxy is
	lodged.

Lodgement of a Proxy

Proxy forms (and the power of attorney, if any, under which the proxy form is signed) must be lodged at, or sent by facsimile transmission to, the offices of the Company so that it is received no later than 12pm (AEDST), 20 March 2012.

Documents may be lodged:

IN PERSON Share Registry – Advanced Share Registry, 150 Stirling Highway, Nedlands WA 6009, Australia BY MAIL Share Registry – Advanced Share Registry, PO Box 1156, Nedlands WA 6909, Australia BY FAX +61 8 9389 7871

Your Address

This is your address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form and sign it. Security holders sponsored by a broker (in which case your reference number overleaf will commence with an “X”) should advise your broker of any changes. You cannot change ownership of your share using this form.

21 February 2012

NAME NUMBER STREET CITY STATE POSTCODE

Dear Shareholder

Proposed Scheme of Arrangement and your Contact Details

A meeting of Strategic Energy Resources Limited (SER) shareholders will be held at 12 pm (Melbourne time) on Thursday 22 March 2012 at the Institute of Chartered Accountants, Level 3, 600 Bourke Street, Melbourne, Victoria, to consider, and if thought fit to approve a scheme of arrangement. If implemented, the scheme of arrangement will result in 80% of Tarcoola Gold Ltd being demerged from SER.

SER has sent most of its shareholders a scheme booklet containing important information in relation to the scheme of arrangement, together with a notice of meeting and proxy form.

However, SER believes that your address on its register of members (the address to which this letter has been sent) is no longer a current address. SER has not been able to determine a more current address for you.

To protect your privacy, the scheme documentation has not been sent to you.

If you are the person to whom this letter is addressed, we would be grateful if you would:

• fill out and return to us the enclosed change of address form; or

• telephone Advanced Share Registry on (08) 9389 8033

to update or confirm your mailing address.

Once you have updated or confirmed your address we can send you the scheme booklet, notice of meeting and proxy form (provided you contact us by 20 March 2012). The Scheme Booklet is also available at www.strategicenergy.com.au .

Yours sincerely

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Glenister Lamont Chairman

21 February 2012

NAME NUMBER STREET CITY STATE POSTCODE

Dear Shareholder

Scheme of Arrangement for 80% Demerger of Tarcoola Gold Limited (Demerger Scheme)

This letter is to inform you that a meeting of Strategic Energy Resources ( SER ) shareholders has been convened for the purpose of voting on a proposed scheme to demerge 80% of Tarcoola Gold Limited from SER. If the Demerger Scheme is approved then you will receive shares in Tarcoola Gold in proportion to your ownership of SER shares.

The meeting will take place at 12 pm on 22 March 2012 at the Institute of Chartered Accountants, Level 3, 600 Bourke Street, Melbourne, Victoria.

Further information on the Demerger Scheme is contained in the enclosed booklet.

You should disregard references to the earlier 23 January meeting on pages 7, 12 and 14 of the Scheme Booklet.

You will be entitled to vote at the adjourned meeting if you are on the Register as an SER shareholder as at 12 pm 20 March 2012. You should disregard the reference to the 21 January 2012 eligibility date referred to under section 7, page 12 of the Scheme Booklet.

Notice and Proxy Form

Enclosed are a notice for the meeting and a proxy form. If you wish to appoint a proxy to vote on your behalf at the meeting you should return the enclosed proxy form.

Changes in Key Dates

The key dates for the implementation Demerger Scheme have changed from the dates set out in the enclosed booklet. The new key dates are as follows:

12 pm, 20 March 2012 Time and date for determining eligibility to vote at the Demerger Scheme Meeting and the last date and time for receipt of proxy forms.

12 pm, 22 March 2012 Demerger Scheme Meeting.

If the Demerger Scheme is approved by the requisite majorities, the expected timetable for implementation of the Demerger Scheme is:

23 March 2012 Second Court Hearing Date for the approval of the Demerger Scheme and the Effective Date for the Demerger Scheme 26 March 2012 Ex Dividend Date

30 March 2012

3 April 2012

Demerger Record Date for determining entitlements of SER Shareholders to the Demerger Scheme Shares.

Implementation Date for the issue of Demerger Scheme Shares

Please refer to page 14 of the Scheme Booklet for the original dates.

Minor Changes to Scheme

Since the booklet was first issued it has become necessary to amend the Demerger Scheme to allow SER:

• not to send share certificates to eligible shareholders whose current addresses are not known; and

• not to remit certain monies to ineligible foreign shareholders.

unless and until those shareholders contact SER to update their current address.

The references to scheme consideration at sections 9.8 and 9.9 on page 18 of the Scheme Booklet should be read as amended in light of the above changes.

If you have received this letter then you are not in one of the above classes of shareholder and these changes do not directly affect your Demerger Scheme entitlement.

The details of the proposed amendments are contained in the enclosed notice of meeting. The proposed amendments should be read in conjunction with the original scheme as set out in the enclosed booklet. Refer to page 73 and 74 of the Scheme Booklet in this respect.

These amendments will be proposed as the first resolution at the Court ordered meeting.

Exercise of Options

Since the scheme booklet was first produced all the options over unissued shares in SER have been exercised. This was anticipated in the scheme booklet. Refer to section 3.6 at page 10, section 9.6 at page 17 and in the table below section 13.4.4 at page 34 of the Scheme Booklet in this respect.

Board’s Recommendation Remains Unchanged

Other than the above noted matters, there have been no material changes in the circumstances of SER or Tarcoola which affect the Board’s recommendations. Accordingly, the Board of SER still unanimously recommends that you vote in favour of the Demerger Scheme.

Yours sincerely

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Glenister Lamont Chairman

21 February 2012

NAME NUMBER STREET CITY STATE POSTCODE

Dear Shareholder

Scheme of Arrangement for 80% Demerger of Tarcoola Gold Limited (Demerger Scheme)

This letter is to inform you that the meeting of Strategic Energy Resources ( SER ) shareholders to vote on the Demerger Scheme, which was originally to take place on 23 January 2012, has been adjourned to 12 pm on 22 March 2012.

You should disregard references to the earlier 23 January meeting on pages 7,12 and 14 of the Scheme Booklet which you have previously received.

You will be entitled to vote at the adjourned meeting if you are on the Register as an SER shareholder as at 12 pm 20 March 2012. You should disregard the reference to the 21 January 2012 eligibility date referred to under section 7, page 12 of the Scheme Booklet.

The adjourned meeting will take place at the Institute of Chartered Accountants, Level 3, 600 Bourke Street, Melbourne, Victoria (the same location as the original meeting).

Why was the meeting adjourned?

SER had not contacted all its shareholders immediately prior to the original meeting date because there were issues as to how to contact shareholders for whom there was no current address.

This issue was brought to the attention of the Court, which adjourned the meeting until these issues could be resolved. The Court has now made orders allowing SER to effect service on those shareholders by alternative means (including advertisement).

Notice and New Proxy Form

Enclosed are a new notice for the adjourned meeting and a proxy form.

If you have previously returned a proxy form in relation to the Demerger Scheme, that form will not be valid for the adjourned meeting. If you wish to appoint a proxy to vote on your behalf at the adjourned meeting you should return the enclosed proxy form in the enclosed reply paid envelope.

Changes in Key Dates

The key dates for the implementation Demerger Scheme have changed from the dates set out in the scheme booklet previously sent to you. The new key dates are as follows:

12 pm, 20 March 2012 Time and date for determining eligibility to vote at the Demerger Scheme Meeting and the last date and time for receipt of proxy forms.

12 pm, 22 March 2012 Demerger Scheme Meeting.

If the Demerger Scheme is approved by the requisite majorities, the expected timetable for implementation of the Demerger Scheme is:

23 March 2012 Second Court Hearing Date for the approval of the Demerger Scheme and the Effective Date for the Demerger Scheme

26 March 2012 Ex Dividend Date 30 March 2012 Demerger Record Date for determining entitlements of SER Shareholders to the Demerger Scheme Shares.

3 April 2012 Implementation Date for the issue of Demerger Scheme Shares

Please refer to page 14 of the Scheme Booklet for the original dates.

Minor Changes to Scheme

As a result of the above noted issues with contacting certain shareholders, it has become necessary to amend the Demerger Scheme to allow SER:

• not to send share holding statements to eligible shareholders whose current addresses are not known; and

• not to remit certain monies to ineligible foreign shareholders

• unless and until those shareholders contact SER to update their current address.

The references to scheme consideration at sections 9.8 and 9.9 on page 18 of the Scheme Booklet should be read as amended in light of the above changes.

If you have received this letter then you are not in one of the above classes of shareholder and these changes do not directly affect your Demerger Scheme entitlement.

The details of the proposed amendments are contained in the enclosed notice of meeting. The proposed amendments should be read in conjunction with the original scheme as enclosed in the booklet previously sent to you. Refer to page 73 and 74 of the Scheme Booklet in this respect.

These amendments will be proposed as the first resolution at the Court ordered meeting.

Exercise of Options

Since the scheme booklet was mailed to you all the options over unissued shares in SER have been exercised. This was anticipated in the scheme booklet. Refer to section 3.6 at page 10, section 9.6 at page 17 and in the table below section 13.4.4 at page 34 of the Scheme Booklet in this respect.

Board’s Recommendation Remains Unchanged

Other than the above noted matters, there have been no material changes in the circumstances of SER or Tarcoola which affect the Board’s recommendations. Accordingly, the Board of SER still unanimously recommends that you vote in favour of the Demerger Scheme.

Yours sincerely

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Glenister Lamont Chairman

21 February 2012

NAME NUMBER STREET CITY STATE POSTCODE

Dear Shareholder

Your Contact Details

SER believes that your address on its register of members has been incorrectly entered or is no longer a current address.

After making enquiries, SER believes that the address to which this letter has been sent is the mailing address on which you are most likely to be reached.

To enable us to ensure we can communicate with you in future, we would be grateful if you would:

• fill out and return to us the enclosed change of address form; or

• telephone Advanced Share Registry on (08) 9389 8033

to update or confirm your mailing address.

Yours sincerely

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Glenister Lamont Chairman