STRIKE RESOURCES LIMITED — AGM Information 2007

Oct 30, 2007

NOTICE OF ANNUAL GENERAL MEETING & EXPLANATORY STATEMENT

TO SHAREHOLDERS

Date and Time of Meeting: 3:45 on (Perth time)

on Friday, 30 November 2007

Place of Meeting: Fremantle Room Parmelia Hilton Hotel 14 Mill Street Perth, Western Australia

IMPORTANT NOTICE

It is recommended that shareholders read this Notice of Annual General Meeting and Explanatory Statement in full and if there is any matter that you do not understand, you should contact your financial adviser, stockbroker or solicitor for advice.

The Chairman of the Annual General Meeting will vote open proxies received in favour of all resolutions to be considered at the Annual General Meeting.

Notice of Annual General Meeting	1	BOARD
Explanatory Statement	5	John StephensonChairman
1. Approve Reduction Of Capital	5	H. Shanker MadanManaging Director
1.1. Background	5	Farooq KhanExecutive Director
1.2. Indicative Timetable	6	Victor HoExecutive Director
1.3. The Resolution	6	William JohnsonExecutive Director
1.4. Effect on the Company	7	Malcolm RichmondNon-Executive Director
1.5. Effect on Shareholders	8
1.6. Effect on Option holders	9
1.7. Advantages and Disadvantages	9	COMPANY SECRETARY
1.8. Directors' Recommendations		Victor Ho
	9
1.9. Intentions of the Company Following	9	PRINCIPAL & REGISTERED OFFICE
Completion of Capital Return		Level 14, The Forrest Centre
1.10. Intentions of the Company if	9	221 St Georges Terrace
Resolution Is Not Passed		Perth Western Australia 6000
1.11. ASX Escrow	10	Telephone:(08) 9214 9700
1.12. Information on AUQ	10	Facsimile:(08) 9322 1515
1.13. Issued Capital of Strike and Alara	10	Email:info@strikeresources.com.au
1.14. Risk Factors Associated With AUQ	11	Web:www.strikeresources.com.au
1.15. Rights Attached to AUQ Shares	11
1.16. Overseas Shareholders	11	SHARE REGISTRY
1.17. Directors' Relevant Interest in SRK	11	Advanced Share Registry Services
1.18. Information concerning SRK Shares	12	110 Stirling Highway
1.19. ASX Announcements	12	NedlandsWestern Australia6009
1.20. Taxation Implications	12	Telephone:(08) 9389 8033
1.21. Disclosure Document	13	Facsimile:(08) 9389 7871
1.22. Lodgment with ASIC	13	Email:admin@advancedshare.com.au
2. Re-elect Malcolm Richmond as director	13	Web:www.asrshareholders.com
3. Re-elect Victor Ho as director	14
4. Ratify Issue of Options To Employee	14	STOCK EXCHANGE
5. Approve Amendment to Terms of Existing	15	Australian Securities Exchange
Directors' and Employees' Options		Perth, Western Australia
6. Approval of Issue of Options to Directors	19
7. Appointment of New Auditor	24	ASX CODES
8. Adoption of Remuneration Report	24	SRK - Shares
9. Ratify $15.12 Million Share Placement	24	SRKO - $0.20 (30 June 2008) Listed Options
Annexure A – Pro-Forma Strike Balance Sheet	25
Annexure B – Strike Issued Securities	26
Annexure C – Alara Issued Securities	27	Visit our website for:
Annexure D – About Alara Uranium Limited	28	•Latest News
Annexure E – Risk Factors Associated With Alara	32	•Market Announcements
Annexure F – Rights Attached to Alara Shares	37
Annexure G – Terms of $2.90 1 May 2012	38	•Financial Reports
Unlisted Employees' Options
Annexure H – Terms of $2.90 5 September	40	Register your email with us to
2012 Unlisted Employee's Options		Receive latest Company
Annexure I – Proposed Terms of Unlisted	42	announcements and releases
Directors' Options
Annexure J – Nomination of New Auditor	44	EMAIL US AT:

CONTENTS CORPORATE DIRECTORY

Explanatory Statement	5	John StephensonChairman
1. Approve Reduction Of Capital	5	H. Shanker MadanManaging Director
1.1. Background	5	Farooq KhanExecutive Director
1.2. Indicative Timetable	6	Victor HoExecutive Director
1.3. The Resolution	6	William JohnsonExecutive Director
1.4. Effect on the Company	7	Malcolm RichmondNon-Executive Director
1.5. Effect on Shareholders	8
1.6. Effect on Option holders	9	COMPANY SECRETARY
1.7. Advantages and Disadvantages	9	Victor Ho
1.8. Directors' Recommendations	9
1.9. Intentions of the Company Following	9	PRINCIPAL & REGISTERED OFFICE
Completion of Capital Return		Level 14, The Forrest Centre
1.10. Intentions of the Company if	9	221 St Georges Terrace
Resolution Is Not Passed		Perth Western Australia 6000
1.11. ASX Escrow	10	Telephone:(08) 9214 9700
1.12. Information on AUQ	10	Facsimile:(08) 9322 1515
1.13. Issued Capital of Strike and Alara	10	Email:info@strikeresources.com.au
1.14. Risk Factors Associated With AUQ	11	Web:www.strikeresources.com.au
1.15. Rights Attached to AUQ Shares	11
1.16. Overseas Shareholders	11	SHARE REGISTRY
1.17. Directors' Relevant Interest in SRK	11	Advanced Share Registry Services
1.18. Information concerning SRK Shares	12	110 Stirling Highway
1.19. ASX Announcements	12	NedlandsWestern Australia6009
1.20. Taxation Implications	12	Telephone:(08) 9389 8033
1.21. Disclosure Document	13	Facsimile:(08) 9389 7871
1.22. Lodgment with ASIC	13	Email:admin@advancedshare.com.au
2. Re-elect Malcolm Richmond as director	13	Web:www.asrshareholders.com
3. Re-elect Victor Ho as director	14
4. Ratify Issue of Options To Employee	14	STOCK EXCHANGE
5. Approve Amendment to Terms of Existing	15	Australian Securities Exchange
Directors' and Employees' Options		Perth, Western Australia
6. Approval of Issue of Options to Directors	19
7. Appointment of New Auditor	24	ASX CODES
8. Adoption of Remuneration Report	24	SRK - Shares
9. Ratify $15.12 Million Share Placement	24	SRKO - $0.20 (30 June 2008) Listed Options
Annexure A – Pro-Forma Strike Balance Sheet	25
Annexure B – Strike Issued Securities	26	Visit our website for:
Annexure C – Alara Issued Securities	27
Annexure D – About Alara Uranium Limited	28	•Latest News
Annexure E – Risk Factors Associated With Alara	32	•Market Announcements
Annexure F – Rights Attached to Alara Shares	37	•
Annexure G – Terms of $2.90 1 May 2012Unlisted Employees' Options	38	Financial Reports
Annexure H – Terms of $2.90 5 September	40	Register your email with us to
2012 Unlisted Employee's Options		Receive latest Company
Annexure I – Proposed Terms of Unlisted	42	announcements and releases
Directors' Options
Annexure J – Nomination of New Auditor	44	EMAIL US AT:
Time and Place of Meeting and How to Vote		info@strikeresources.com.au

PURPOSE OF THIS DOCUMENT

This Notice of AGM and Explanatory Statement has been prepared for the purpose of providing shareholders with all the information known to the Company that is material to the shareholders' decision on how to vote on the proposed resolutions at the Annual General Meeting. Shareholders should read this Notice of AGM and Explanatory Statement in full to make an informed decision regarding the resolutions to be considered at this Annual General Meeting.

This Notice of AGM and Explanatory Statement is dated 22 October 2007.

ENQUIRIES

If you have any questions regarding the matters set out in this Notice of AGM and Explanatory Statement, please contact the Company on the details above or your professional advisers.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that a Annual General Meeting (AGM) of shareholders of Strike Resources Limited A.C.N. 088 488 724 (Company or Strike or SRK) will be held in the Fremantle Room at Parmelia Hilton Hotel, 14 Mill Street, Perth, Western Australia at 3:45 pm (Perth time) on Friday, 30 November 2007.

AGENDA

ORDINARY BUSINESS

1. 2007 Annual Report

To consider and receive the 2007 Directors' Report, Financial Statements and Audit Report of the Company, which are contained in the Company's 2007 Annual Report.

The 2007 Annual Report accompanies this Notice of AGM if shareholders have elected to receive a printed version. Otherwise, an electronic version of the 2007 Annual Report may be viewed and downloaded from the Company's website: www.strikeresources.com.au or emailed to shareholders upon request to info@strikeresources.com.au

2. Resolution 1 - Reduction Of Capital

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of sections 256B and 256C(1) of the Corporations Act 2001 (Cth), the Company's constitution and for all other purposes, approval is given to the Company to reduce the fully paid ordinary share capital of the Company by returning to the ordinary shareholders of the Company, in proportion to the number of ordinary shares held by them as at the relevant record date, 16,000,000 fully paid ordinary shares in Alara Uranium Limited ACN 122 892 719 (Alara) held by the Company, on the terms and conditions set out in the Explanatory Statement accompanying this Notice of AGM."

3. Resolution 2 - Re-Election of Malcolm Richmond as Director

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That Malcolm Richmond, having been appointed a Director by the Board of directors of the Company since the last annual general meeting of the Company and who automatically retires at this annual general meeting in accordance with clause 8 of the Company's constitution, be and is hereby re-elected as a Director of the Company"

4. Resolution 3 - Re-Election of Victor Ho as Director

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That Victor Ho, having retired by rotation pursuant to clause 5 of the Company's constitution, be and is hereby re-elected as a Director of the Company"

5. Resolution 4 – Ratify Previous Issue Of Options To Employees

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.4 of the Listing Rules of the Australian Securities Exchange (ASX) and for all other purposes, shareholders ratify and approve the previous issue of 333,333 options made to the employees of the Company as follows:

Name ofEmployee	Date ofIssue	Description ofUnlistedOptions	ExercisePrice	ExpiryDate	Vesting Criteria(Options which have vestedmay be exercised at any timethereafter, up to their expirydate)	No. ofOptions
FedericoSchwalbHelguero(GeneralManager,Peru)	8October2007	$2.90 (5September2012)Employee'sOptions	$2.90	5September2012	65,000 options on successfulcompletion of the employee'sprobationary employment period(which expires on 4 March 2008),65,000 options 6 months after thevesting of the first tranche and70,000 options 6 months after thevesting of the second tranche	200,000
Cherie L.Leeden(ProjectGeologist)	1 May2007	$2.90 (1 May2012)Employees'Options	$2.90	1 May2012	1/3rd on 1 November 2007, 1/3rdon 1 November 2008 and 1/3rd on1 November 2009	100,000
Chau YuehLee(GroupAccountant)	5 June2007	$2.90 (1 May2012)Employees'Options	$2.90	1 May2012	1/3rd on 1 November 2007, 1/3rdon 1 November 2008 and 1/3rd on1 November 2009	33,000

as set out in the Explanatory Statement accompanying this Notice of AGM, including Annexures G and H."

Voting Exclusion: The Company will disregard any votes cast on this resolution by Cherie L. Leeden, Chau Yueh Lee or Federico Schwalb Helguero or any of their associates.

6. Resolution 5 – Approve Amendment to Terms of Existing Directors' and Employees' Options

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of Chapter 2E of the Corporations Act 2001, ASX Listing Rule 6.23.4 and for all other purposes, shareholders approve the amendment of the terms and conditions of all of the directors' and employees' options on issue by the Company as at the date of this Notice of AGM (Existing Directors' and Employees' Options) (further details of which are included in the Explanatory Statement accompanying this Notice of AGM) by the insertion of the following new clause 13 into the terms and conditions of issue of the Existing Directors' and Employees' Options:

13. Immediate Vesting

Where:

• 13.1 a takeover bid is made for the Company under the Corporations Act 2001;
• 13.2 a Court orders that a meeting of shareholders of the Company be held to consider a scheme of arrangement involving the Company under the Corporations Act 2001; or
• 13.3 some other transaction has occurred which involves a change of control of the Company or a change in the composition of the majority of the Board of the Company at that time,

any Option that has not become vested in accordance with clause 4 will immediately become vested on, and may be exercised on and from, the date of such vesting until 5.00pm on the Option Expiry Date (subject to lapse in accordance with these terms of issue)."

Voting Exclusion: The Company will disregard any votes cast on this resolution by the holders of the Company's Existing Directors' and Employees' Options or their associates.

7. Resolution 6 - Issue Of Options To Directors

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of Chapter 2E of the Corporations Act 2001 (Cth) and ASX Listing Rule 10.11, and for all other purposes, shareholders approve the issue to the following Directors of the Company a total of 4,000,00 options, each to subscribe for one ordinary share in the Company at an exercise price equal to the greater of $4.00 or 133% of the VWAP of the Company's shares on ASX in the 5 trading days leading up to (and excluding) the issue date (rounded down to the nearest whole cent) and exercisable at any time on or before 5 years from the date of issue (subject to 50% of the options being unable to be exercised until 12 months from the date of issue) and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of AGM, including Annexure I:

• (1) John Francis Stephenson 500,000 options;
• (2) Hem Shanker Madan 1,130,000 options;
• (3) Farooq Khan 950,000 options;
• (4) Victor Poh Hong Ho 430,000 options
• (5) William Matthew Johnson 390,000 options; and
• (6) Malcolm Ross Richmond 600,000 options."

Voting Exclusion: The Company will disregard any votes cast on this resolution by Directors, John Francis Stephenson, Hem Shanker Madan, Farooq Khan, Victor Poh Hong Ho, William Matthew Johnson and Malcolm Ross Richmond or any associates of each of the foregoing Directors.

8. Resolution 7 – Appointment of New Auditor

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That BDO Kendalls Audit & Assurance (WA) A.B.N. 79 112 284 787, having been nominated by a shareholder and consented to act, be appointed auditor of the Company"

9. Resolution 8 - Adoption of Remuneration Report

To consider, and if thought fit, to pass the following resolution as an advisory non-binding resolution:

"That the Remuneration Report as detailed in the Directors' Report for the year ended 30 June 2007 be adopted"

10. Resolution 9 – Ratify $15.12 Million Share Placement

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 7.4 of the Listing Rules of the ASX and for all other purposes, shareholders ratify and approve the previous issue of 7,200,000 fully paid ordinary shares in the capital of the Company at an issue price of $2.10 per share (raising $15,120,000 gross) pursuant to offers exempt from disclosure under section 708 of the Corporation Act 2001, and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice"

Voting Exclusion: The Company will disregard any votes cast on this resolution by any person who has been issued shares the subject of this resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associates of those persons.

DATED THIS 22nd DAY OF OCTOBER 2007

BY ORDER OF THE BOARD

VICTOR HO COMPANY SECRETARY

NOTES:

Shareholders

References to "Shareholders" in this Notice of AGM and Explanatory Statement means shareholders of the Company at the relevant record date for the proposed return of capital the subject of Resolution 1.

Role of ASIC and ASX

A copy of this Notice of AGM and Explanatory Statement has been lodged with ASIC and ASX. Neither ASIC nor ASX nor any of their respective officers takes any responsibility for the contents of the Notice of AGM and Explanatory Statement.

Voting Exclusion

Where a voting exclusion applies (as described above in the Notice of AGM), the Company need not disregard a vote if:

• (a) it is cast by a party as proxy for a party who is entitled to vote, in accordance with the directions on the Proxy Form for this Annual General Meeting; or
• (b) it is cast by the person chairing the Annual General Meeting as proxy for a party who is entitled to vote, in accordance with a direction on the Proxy Form for this Annual General Meeting to vote as the proxy decides.

EXPLANATORY STATEMENT

This Explanatory Statement is provided to the shareholders of Strike Resources Limited (Strike or Company or SRK) pursuant to and in satisfaction of the Corporations Act 2001 (Cth) (Corporations Act) and the Listing Rules of the Australian Securities Exchange (ASX). This Explanatory Statement is intended to be read in conjunction with the Notice of Annual General Meeting (AGM).

1. RESOLUTION 1 - REDUCTION OF CAPITAL

1.1 Background

On 16 February 2007, it was announced that Alara Uranium Limited (Alara or AUQ) was acquiring Strike's and Orion Equities Limited's (Orion) uranium tenement interests and would be undertaking an Initial Public Offering (IPO) of up to $10 million at 25 cents per share.

Alara lodged its IPO Prospectus on 3 April 2007, which successfully closed on 9 May 2007 with 40 million shares issued raising $10 million. Alara was admitted to the Official List of the ASX and AUQ shares commenced trading on ASX on 24 May 2007.

The share sale agreements for Alara to acquire uranium assets from Strike and Orion were completed on 18 May 2007 with 35 million shares issued to these vendors.

28.75 million shares were issued to Strike as consideration for the acquisition of Strike Uranium Pty Ltd (now known as Alara Operations Pty Ltd) and Strike Uranium Peru Pty Ltd (now known as Alara Peru Operations Pty Ltd); Alara Peru Operations Pty Ltd has a Peruvian subsidiary, Alara Peru S.A.C (formerly Strike Uranium Peru S.A.C).

These shares are subject to escrow for 24 months from the date of official quotation of Alara's shares on ASX. This shareholding represents 35.7% of the current total issued share capital of Alara.

Under the share sale agreements with Alara, Strike agreed to undertake an in-specie distribution of up to 16 million shares in Alara held by Strike to Strike shareholders within 6 months after the Alara shares commence quotation on the ASX, subject to the ASX granting a waiver for such dealing of escrowed shares and all regulatory and shareholder approvals (In Specie Distribution).

ASX has confirmed that the In-Specie Distribution received by Strike shareholders (other than the related parties and promoters of Alara, Strike or any of their associates) will cease to be subject to restriction upon the despatch of Alara holding statements to Strike shareholders after the completion of the In-Specie Distribution.

The In Specie Distribution is to be effected by the Company undertaking an equal reduction of share capital, which is the subject of Resolution 1 at this AGM (Capital Return). Subject to obtaining such shareholder approval, it is anticipated that the Capital Return will occur as soon as possible after the Record Date to determine entitlement of Strike shareholders to Alara shares under the Capital Return (the date of transfer of Alara shares to eligible Strike shareholders shall be known as the In Specie Distribution Date).

The timetable for the Capital Return/In Specie Distribution of 16 million Alara shares to Shareholders is set out in section 1.2 of this Explanatory Statement.

The 12.75 million remaining Alara shares held by the Company (not the subject of the In Specie Distribution) will be retained by the Company. This shareholding represents 15.8% of the current total issued share capital of Alara.

1.2 Indicative Timetable for the Reduction of Capital

The Capital Return will be effected in accordance with the timetable set out in Appendix 7A of the ASX Listing Rules as follows.

Event	Business Day
Lodgement of Prospectus at ASIC relating to Alara shares1	On or about 26 October 2007
Despatch of this Notice of AGM and Explanatory Statement andProspectus relating to Alara shares	31 October 2007
The Company advises ASX that shareholder approval for the CapitalReturn has been obtained	Friday, 30 November 2007
From the commencement of trading:•SRK shares trade on an "ex return of capital" basis•SRKO listed options trade on a "deferred settlement" basis	Tuesday, 4 December 2007
Record Date to determine entitlement of Shareholders to Alara sharesunder the Capital Return (Record Date)	5 pm on Monday, 10 December 2007
•Despatch of AUQ holding statements to Shareholders•Despatch of updated SRKO listed option Holding Statements tooption holders advising of change of exercise price2	No later than Monday, 17 December 2007
From the commencement of trading:•Trading in SRKO listed options on a "deferred settlement" basisends; normal SRKO trading commences	Tuesday, 18 December 2007

This is an indicative timetable and may be changed at the discretion of the Directors or as required by ASX.

The Company intends to distribute the Alara shares to Shareholders as soon as practicable after the Record Date.

1.3 The Resolution - An Equal Return of Capital

The Capital Return by way of the In Specie Distribution to Shareholders is an equal reduction of capital under the Corporations Act.

Pursuant to Section 256C of the Corporations Act, an equal reduction must be approved by an ordinary resolution passed at a general meeting of the Company.

As provided in Section 256B of the Corporations Act, the Company may only reduce its share capital if the reduction:

(a) is fair and reasonable to the shareholders as a whole;

• (b) does not materially prejudice the Company's ability to pay its creditors; and
• (c) is approved by shareholders under Section 256C of the Corporations Act.

The Directors are of the view that the proposed Capital Return is fair and reasonable to shareholders for the reasons set out in this Explanatory Statement and that the reduction of capital will not prejudice the Company's ability to pay its creditors.

1 The invitation to shareholders to vote on Resolution 1 constitutes an offer to transfer Alara shares to shareholders pursuant to an in specie distribution. Refer section 1.21 of this Explanatory Statement.

2 The exercise price of the Company's existing options will reduce in accordance with ASX Listing Rule 7.22.3 – which prescribes that the exercise price of options be reduced by the Capital Return value per share.

1.4 Effect of Capital Return on the Company

If shareholder approval is obtained for the Capital Return, it will have the effect of reducing the Company's total and net assets and reducing the Company's total equity by the value of the Capital Return, which will be based on the book value of the 16 million Alara shares the subject of the In Specie Distribution, to be calculated based on the closing price of Alara shares on ASX on the In Specie Distribution Date.

The exact amount of the value of Capital Return per Strike share held as the Record Date will therefore be calculated by reference to the market value of Alara shares on the In Specie Distribution Date and it will also vary if existing Strike options are exercised prior to the Record Date.

By way of illustration, the table below shows alternative scenarios for the Capital Return, based on different market values of Alara shares and based on varying percentages of existing Strike listed $0.20 (30 June 2008) options and unlisted $0.20 (9 February 2011) and $0.30 (9 February 2011) options being exercised prior to the Record Date:

		CurrentShares(19 Oct 2007)	Current Shares+ 25% of CurrentSRKO & VendorOptionsExercised	Current Shares+ 50% ofCurrent SRKO& VendorOptionsExercised	Current Shares+ 75% of CurrentSRKO & VendorOptionsExercised	Current Shares +100% of CurrentSRKO & VendorOptions Exercised
Pro-forma total shares		79,134,380	82,580,577	86,026,774	89,472,970	92,919,167
Value ofAUQShares onASX(cents)	Total CapitalReturn Value			Capital Return Value per SRK Share	/ Reduction in Exercise Prices of All Strike Options (cents)
30.0	$4,800,000	6.1	5.8	5.6	5.4	5.2
27.5	$4,400,000	5.6	5.3	5.1	4.9	4.7
25.0	$4,000,000	5.1	4.8	4.6	4.5	4.3
22.5	$3,600,000	4.5	4.4	4.2	4.0	3.9
20.0	$3,200,000	4.0	3.9	3.7	3.6	3.4
17.5	$2,800,000	3.5	3.4	3.3	3.1	3.0
15.0	$2,400,000	3.0	2.9	2.8	2.7	2.6
Entitlement ratio of Alara	Shares for each one StrikeShare held at Record Date	0.2022	0.1938	0.1860	0.1788	0.1722

For example, if the market value of Alara shares as at the In Specie Distribution Date was 20 cents and 50% of all existing Strike listed options (10,284,787 as at 19 October 2007) and 50% of all unlisted vendor options (comprising 1,833,333 $0.20 (9 February 2011) Unlisted Options and 1,666,667 $0.30 (9 February 2011) Unlisted Options) were exercised into Strike shares prior to the Record Date3 , the 16 million Alara shares would be distributed in specie across Strike's total issued share capital of 86,026,774 shares:

• With an entitlement ratio of ~0.1860 of an Alara share for every one Strike share held as at the Record Date;
• With a Capital Return value of 3.7 cents per Strike share held as at the Record Date.

A Pro-Forma Balance Sheet is contained in Annexure A to this Explanatory Statement which demonstrates the impact of the Capital Return, using an estimated value of 20 cents for Alara shares as at the In Specie Distribution Date and assuming $20,000 costs of implementing the Capital Return. Based on that estimated value, the total Capital Return amount is $3,200,000. This is an illustration of only one of the scenarios shown in the table above.

3 The holder of the unlisted vendor options, Orion Equities Limited, has advised Strike that it has not yet determined whether to exercise their options and convert them into shares prior to the In Specie Distribution Record Date

A summary of the monthly value and volume weighted average price (VWAP) of Alara shares on ASX since its listing on 24 May 2007 is as follows:

Week ending	High	Low	Close	VWAP
19-Oct-07	20.0	18.0	18.0	18.8
12-Oct-07	20.0	19.0	20.0	19.2
5-Oct-07	21.5	20.0	20.0	20.3
28-Sep-07	22.0	19.0	20.0	20.4
21-Sep-07	21.0	19.0	20.0	19.7
14-Sep-07	22.0	20.0	21.0	20.9
7-Sep-07	24.4	20.6	23.0	22.3
31-Aug-07	22.5	21.0	22.5	21.6
24-Aug-07	23.0	19.5	23.0	20.4
17-Aug-07	25.0	16.0	18.5	21.8
10-Aug-07	26.5	23.5	25.5	25.5
3-Aug-07	29.5	25.5	26.0	26.4
27-Jul-07	30.0	26.0	27.0	28.6
20-Jul-07	30.0	22.0	30.0	25.0
13-Jul-07	24.0	22.5	23.0	23.0
6-Jul-07	27.5	23.5	23.5	24.8
29-Jun-07	30.0	26.0	27.5	27.5
22-Jun-07	31.0	27.5	28.0	28.9
15-Jun-07	32.0	30.0	30.0	30.5
8-Jun-07	36.0	30.0	30.5	31.4
1-Jun-07	39.5	33.0	36.0	36.6
25-May-07	42.0	36.0	37.0	38.2

1.5 Effect of Capital Return on Shareholders

Under the proposed Capital Return and assuming the issued capital of Strike will be 79,134,380 (which is the balance as at 19 October 2007), Shareholders will receive a pro-rata distribution in specie of Alara shares on the basis of:

• ~0.2022 of an Alara share for every one Strike share held; or alternatively
• One Alara share for every ~4.95 Strike shares held,

on the Record Date for determining entitlements to the In Specie Distribution (refer to the Timetable in section 1.2), rounded to the nearest whole number of Alara shares4 ,

The actual ratio of entitlement to Alara shares may change as the Company has a number of existing options which may be exercised and converted into shares prior to the Record Date. The number/ratio of Alara shares distributed in specie for every one Strike share held will decrease if the Company's total issued share capital increases beyond the current balance of 79,134,380 shares. The Company's issued securities (shares and options) as at the date of this Notice of AGM is listed in Annexure B.

Shareholders will receive, as soon as possible after the In Specie Distribution Date, a Capital Return Statement advising the final ratio and number of Alara shares distributed. The Company will make an ASX announcement as to the value of the Capital Return per Strike share as soon as possible after the In Specie Distribution Date. Note that until the variables of Alara shares and number of Strike shares on issue are known on the Record Date, the Company cannot provide more accurate information in this regard.

The Capital Return does not alter the Strike shareholding of individual shareholders in the Company. All Shareholders will participate equally in the Capital Return in proportion to their shareholding in the Company.

Shareholders entitled to participate under the Capital Return will retain their shareholding and percentage shareholding interest in the Company after the Capital Return.

There will be no Western Australian stamp duty payable by Shareholders on receipt of their Alara shares.

4 The Company reserves the right to round fractional entitlements as it deems fit to ensure the In Specie Distribution does not exceed 16 million Alara shares

1.6 Effect of Capital Return on Option Holders

The Capital Return will have the effect of reducing the exercise price of Strike options which remain unexercised after the Record Date.

By way of illustration, the table in section 1.4 gives a range of possibilities based upon the different market values of Alara shares and the number of Strike shares on issue.

Note that until the variables of the number of Strike shares on issue on the Record Date and the market value of the Alara shares on the In Specie Distribution Date are known, the Company cannot provide more accurate information as to how much the exercise price of Strike options will be reduced.

1.7 Advantages and Disadvantages of the Capital Return

Advantages of the Capital Return	Disadvantages of the Capital Return
(a)StrikeShareholderswillgainadirectmarketable interest in the development ofthe uranium assets that have been sold toAlarathroughtheirindividualpro-ratashareholding in Alara shares distributed inspecie.	(a)Strike's total and net assets and total equityon its balance sheet will decrease by thevalue of the Capital Return (refer section1.4).(b)Strike is the largest shareholder in Alarawith 28.75million shares representing35.7% of Alara's current issued sharecapital.The In Specie Distribution willreduce Strike's interest to 15.8% of Alara'scurrent issued share capital. The reductionof this substantial shareholding representsa potential loss of "control premium" overAlara if Strike were to dispose of itsshareholding in Alara in the future.

Shareholders should refer to section 1.20 below for a general summary of the taxation implications arising under the Capital Return.

1.8 Directors' Recommendations

Save for Dr Stephenson and Messrs H. Shanker Madan and Farooq Khan (who are directors of Alara) and Mr Victor Ho (who is Company Secretary of Alara), the remaining Directors recommend that shareholders vote in favour of Resolution 1 for the following reasons:

• (a) the Directors believe that the proposed pro-rata distribution of Alara shares to shareholders is in the best interests of all Strike shareholders; and
• (b) the Directors believe that the advantages of the proposed Capital Return are greater than the disadvantages as referred to in section 1.7 of this Explanatory Statement.

The Chairman of the AGM will vote open proxies received in favour of all resolutions to be considered at the AGM.

1.9 Intentions of the Company Following Completion of the Capital Return

The Company will continue to develop its Apurimac and Cuzco iron ore projects in Peru and its other projects in Australia and Indonesia.

The Company will retain 12.75 million Alara shares which will be subject to escrow until 24 May 2009. The Company will seek to maximise shareholder value with respect to its Alara share holding.

1.10 Intentions of the Company if Resolution is Not Passed

The Company will retain 28.75 million Alara shares which will be subject to escrow until 24 May 2009. The Company will seek to maximise shareholder value with respect to its Alara share holding.

1.11 ASX Escrow

Strike's current 28.75 million Alara shares are escrowed (and therefore restricted from trading) for 24 months from the date of official quotation of Alara's shares on ASX. Alara shares commenced trading on ASX on 24 May 2007.

Alara has advised that:

• (a) ASX has confirmed (under an in-principle advice provided at the time of Alara's application for admission to ASX) that the Alara shares received by Strike shareholders under the In Specie Distribution (other than those Alara shares distributed to related parties and promoters of Alara, Strike or any of their associates) will cease to be subject to restriction after the despatch of holding statements to Strike Shareholders.
• (b) Alara will formally apply for a waiver of Listing Rule 9.7 for escrow relief once Strike has obtained shareholder approval for the Capital Return/In Specie Distribution;
• (c) Alara will apply for quotation on ASX of the Alara shares transferred to Strike shareholders under the In Specie Distribution (other than those Alara shares distributed to related parties and promoters of Alara, Strike or any of their associates).

1.12 Information on Alara Uranium Limited

Please refer to Annexures C, D, E and F in addition to the information incorporated by reference in the accompanying Prospectus for information concerning Alara Uranium Limited, including:

• (1) Company background;
• (2) Alara's issued share capital;
• (3) Summary of activities since incorporation;
• (4) Company resource projects;
• (5) Board of Directors;
• (6) Summary of the rights, privileges and restrictions attaching to Alara shares.

The proposed Capital Return to be undertaken by the Company will not have an impact on the financial position of Alara.

1.13 Issued Capital of Strike and Alara

(a) Strike Resources Limited

The Company's issued securities (shares and options) as at 19 October are listed in Annexure B.

The Company has a number of existing options which may be exercised and converted into shares prior to the Record Date

On completion of the Capital Return to Strike Shareholders, the number of shares and options on issue will not alter by virtue of the In Specie Distribution. However, the exercise price of the Company's existing options will reduce in accordance with ASX Listing Rule 7.22.3 – which prescribes that the exercise price of options be reduced by the Capital Return value per share.

Please refer to the first table in section 1.4 for Capital Return value per share scenarios based on different values for Alara shares on ASX as at the date of the In Specie Distribution.

(b) Alara Uranium Limited

Alara's issued securities (shares and options) as at 19 October are listed in Annexure C.

On completion of the Capital Return to Strike Shareholders, the number of Alara shares and options on issue will not alter by virtue of the In Specie Distribution; however, the number of shareholders in Alara will increase.

1.14 Risk Factors Associated With Shareholding in Alara Uranium Limited

On completion of the Capital Return/In Specie Distribution, Strike Shareholders will become shareholders in Alara and should be aware of the general and specific risk factors which may affect Alara and the value of its securities. The material risk factors are described in Annexure E in addition to being incorporated by reference in the accompanying Prospectus.

1.15 Rights Attaching to Alara Uranium Limited Shares

All Alara shares distributed to Strike Shareholders under the Capital Return/In Specie Distribution will rank equally with all of Alara's other existing fully paid ordinary shares on issue.

Full details of the rights attaching to Alara shares are set out in Alara's Constitution, a copy of which can be obtained by contacting the Company at its registered office during normal business hours.

Annexure F contains a broad summary of the rights, privileges and restrictions attaching to all Alara shares in addition to the information incorporated by reference in the accompanying Prospectus.

1.16 Overseas Shareholders

Distribution of Alara shares to overseas Shareholders under the Capital Return will be subject to legal and regulatory requirements in the relevant jurisdictions of these shareholders. If the requirements of any jurisdiction where a shareholder is resident restricts or prohibits the distribution of the Alara shares as proposed or would impose on the Company an undue obligation or burden, the Alara shares to which the relevant overseas shareholder is entitled will be sold by the Company on their behalf as soon as practicable after their issue and the Company will then account to the shareholder for the net proceeds of sale after deducting costs and expenses of the sale.

As the Capital Return is being represented and satisfied by the distribution to shareholders of Alara shares, and the price of Alara shares may vary from time to time (assuming a liquid market is available), the net proceeds of sale may be more or less than the Capital Return value set out in shareholders' Capital Return Statements as otherwise as identified in this Explanatory Statement.

1.17 Directors' Relevant Interest in Securities of the Company

The Directors' relevant interest in securities of the Company as at 19 October 2007 are as follows:

	Fully paidordinaryshares	$0.20 (30 June2008) ListedOptions	$0.96 (21 July2011) UnlistedOptions	$0.96 (13September 2011)Unlisted Options	$2.10 (7 March2012) UnlistedOptions	$2.81 (7 March2012) UnlistedOptions
JohnStephenson	200,000	-	800,000	-	-	350,000
H. ShankerMadan	503,846	-	1,800,000	-	-	950,000
FarooqKhan5	2,734,3366	1,191,4767	1,400,000	-	-	700,000
Victor Ho	16,667	-	600,000	-	-	350,000
WilliamJohnson	-	-	-	500,000	-	350,000
MalcolmRichmond	100,000	-	-	-	500,000	600,000

5 Farooq Khan is deemed under the Corporations Act to have a relevant interest in securities in the Company held by Orion Equities Limited (OEQ) as Mr Khan has a greater than 20% interest in Queste Communications Ltd (QUE), which is deemed to be in control of OEQ with a 48% shareholding in OEQ; In addition to the above relevant interest, Farooq Khan also has a relevant interest, for the same reason, in the following unlisted options which are not included in the table: 1,833,333 unlisted $0.20 (9 February 2011) Options held by OEQ and 1,666,667 unlisted $0.30 (9 February 2011) Options held by OEQ

6 2,380,996 shares are held by OEQ

7 1,014,806 listed $0.20 (30 June 2008) Options are held by OEQ

The exact number of Alara shares that will be distributed in specie to the Directors of Strike (or their associates) cannot be determined as at the date of this Notice of AGM as the exercise of existing Strike options prior to the Record Date will affect the ratio of Alara shares each Strike Shareholder will receive under the Capital Return. The Directors of Strike (and their associates) will participate under the In Specie Distribution in the same manner as other Strike Shareholders – please refer to section 1.4 for possible Capital Return scenarios in this regard.

1.18 Information concerning the Company's Shares

The rights attaching to the Company's shares will not be affected by the Capital Return.

The highest and lowest recorded sale prices of Strike shares as traded on ASX during the 4 months prior to the date of this Notice of AGM, and the respective dates of those sales were:

Date	Highest Price	Date	Lowest Price
18 October 2007	$2.95	16 August 2007	$1.26

The latest available closing price of the shares on ASX prior to the date of the Notice of General Meeting was $2.70 (on 19 October 2007).

1.19 ASX Announcements

The Company's and Alara's shares are quoted on ASX and both companies are "disclosing entities" for the purposes of the Corporations Act. As such, both companies are subject to regular reporting and disclosure obligations, which requires the companies to disclose to ASX any information of which it is or becomes aware of concerning the company and which a reasonable person would expect to have a material effect on the price or value of securities of the company.

Copies of documents lodged with the ASIC in relation to the Company's and Alara's reporting and disclosure obligations may be obtained from or inspected at, an office of the ASIC during normal office hours. In addition, ASX maintains files containing publicly available information for all listed companies and as such, the Company's and Alara's file is available for inspection at ASX during normal office hours. The Company will provide free of charge a copy of the Company's and Alara's ASX market announcements.

These documents are also available for viewing and download on the Company's and Alara's websites on www.strikeresources.com.au and www.alarauranium.com respectively, or the ASX website on www.asx.com.au under ASX Codes "SRK" and "AUQ" respectively.

1.20 Taxation Implications

The following is a general summary of the potential tax consequences of the Capital Return to shareholders and the Company. The comments only apply to shareholders who are residents of Australia for tax purposes. Non resident shareholders should obtain tax advice on the implications of the Capital Return to their Australian tax position and the tax rules in their country of residence. The comments also only apply to shareholders who hold their shares on capital account and for whom gains or losses are treated as capital gains or losses under capital gains tax (CGT) legislation and not on revenue account (such as share traders).

The summary of potential tax consequences described below are statements of general principle. Shareholders should obtain and rely on their own taxation advice in relation to the taxation consequences of the Capital Return. Neither the Company nor any of its officers accept any responsibility or liability in respect of those consequences.

1.20.1 Taxation Consequences to Strike

The disposal of Alara shares that occurs upon the In Specie Distribution taking place will give rise to an assessable capital gain to Strike. The estimated gain is equal to the market value of the Alara shares distributed in specie as at the date of distribution (the Capital Return value) less the Company's cost base. The Company has sufficient funds to pay any tax liability (if any) arising from the Capital Return.

1.20.2 Taxation Consequences to Strike Shareholders

Strike Shareholders will reduce the CGT cost base of their Strike shares by the amount of the Capital Return, that is, the value of the Alara shares received.

The Alara shares will be taken to have been acquired for CGT purposes as at the In Specie Distribution Date and with a cost base of their market value at that time.

Please refer to the table in section 1.4 which shows alternative scenarios for the amount of the Capital Return, based on different values of Alara shares and based on varying percentages of the existing Strike options being exercised prior to the Record Date.

A Shareholder may derive a capital gain arising from the Capital Return. The gain would be calculated by reference to the excess of the market value of Alara shares received over the cost base of their Strike shares. In the event that such a capital gain does arise, the cost base of their shares in Strike will be reduced to nil.

1.20.3 Further Information for Shareholders

The Company will provide further information to Shareholders concerning the amount of the Capital Return at the time the In Specie Distribution takes place via lodgment of an ASX market announcement and in the despatch of Capital Return Statements to Shareholders.

1.21 Disclosure Document Pursuant To Offer To Transfer Alara Shares

The invitation to shareholders to vote on Resolution 1 of the Notice of AGM constitutes an offer to transfer Alara shares to shareholders pursuant to an in specie distribution.

In accordance with ASIC Policy Statement 188, the Company has prepared a disclosure document (shortform Prospectus) which accompanies this Notice of AGM and Explanatory Statement. This Prospectus contains information in relation to the offer of Alara shares for the purposes of compliance with the secondary trading provisions of the Corporations Act and for all other purposes. The Company recommends that all shareholders read the Prospectus carefully. An effect of issuing the prospectus and sending it to Shareholders is that the Shareholders will be able to on sell their Alara shares should they wish to do so, within the first 12 months after receiving them under the proposed In Specie Distribution.

There is no information known to the Company that is material to the decision by a shareholder on how to vote on the resolution other than as disclosed in this Notice of AGM and Explanatory Statement, the accompanying Prospectus and information that the Company has previously disclosed to shareholders.

If you have any questions regarding the matters set out in this Notice of AGM and Explanatory Statement, please contact the Company or your professional advisers.

1.22 Lodgement with ASIC

In accordance with section 256C(5) of the Corporations Act, the Company has lodged a copy of this Notice of AGM and Explanatory Statement with ASIC.

2. RESOLUTION 2 – RE-ELECTION OF MALCOLM RICHMOND AS DIRECTOR

Resolution 2 seeks the re-election of Malcolm Richmond as a Director of the Company.

The Board appointed Malcolm Richmond as Non-Executive Director on 26 October 2006 (which was after the Company's 2006 AGM).

In accordance with the constitution of the Company, Malcolm Richmond is subject to re-election at the next AGM of the Company.

Malcolm Richmond's qualifications and experience are detailed in the Directors' Report at page 35 of the Company's 2007 Annual Report.

3. RESOLUTION 3 – RE-ELECTION OF VICTOR HO AS DIRECTOR

Resolution 3 seeks the re-election of Victor Ho as a Director of the Company.

The Company's Constitution requires one third of the Directors (or if that is not a whole number, the whole number nearest to one third) to retire at each AGM. The Director(s) who retire under this rule are those who have held office the longest since last being elected or appointed. If two or more Directors have been in office for the same period, those Directors may agree which of them will retire.

Victor Ho retires at the AGM under this rule. However, being eligible, Victor Ho has offered himself for reelection as a Director of the Company.

Victor Ho has been a director of the Company since 12 October 2000 and was most recently elected a director at the 2005 AGM held on 22 December 2005. Victor Ho's qualifications and experience are detailed in the Directors' Report at page 36 of the Company's 2007 Annual Report.

4. RESOLUTION 4 – RATIFY ISSUE OF OPTIONS TO EMPLOYEES

Resolution 4 seeks shareholder ratification and approval for the previous grant of 333,333 options to employees as follows:

Name ofEmployee	Date ofIssue	Description ofUnlisted Options	ExercisePrice	Expiry Date	Vesting Criteria8	No. ofOptions
FedericoSchwalbHelguero(GeneralManager,Peru)	8 October2007	$2.90 (5September 2012)Employee'sOptions9	$2.90	5 September2012	65,000optionsonsuccessfulcompletionoftheemployee'sprobationaryemploymentperiod(which expires on 4 March 2008),65,000 options 6 months after thevesting of the first trancheand70,000 options 6 months after thevesting of the second tranche	200,000
Cherie L.Leeden(ProjectGeologist)	1 May2007	$2.90 (1 May2012) Employees'Options10	$2.90	1 May 2012	1/3rd on 1 November 2007, 1/3rd on1 November 2008 and 1/3rd on 1November 2009	100,000
Chau YuehLee(GroupAccountant)	5 June2007	$2.90 (1 May2012) Employees'Options11	$2.90	1 May 2012	1/3rd on 1 November 2007, 1/3rd on1 November 2008 and 1/3rd on 1November 2009	33,000

The reasons for the grant of these options to employees are as follows:

• The options were designed to act as an incentive for the employees to strive to achieve the Company's goals with the aim of enhancing shareholder value.
• The options (structured as described above) provide an equity holding opportunity for the employees which is linked to the Company's share price performance.
• Based on the option exercise price and the rate at which the options vest, the exercise of the options by the employees is potentially only likely to occur if there is sustained upward movement in the Company's share price.
• The number of options issued to the employees were determined having regard to their salary and is a cash free, effective and efficient way of providing an appropriate level of remuneration as well as providing ongoing equity based incentives for the employees to remain with the Company with a view to improving the future growth of the Company.
• As an emerging resource company with much of its available funds dedicated or committed to its resource projects (and also in seeking opportunities in relation to the same) and in financing its day to day working capital requirements, the Company is not always in a position to maintain competitive cash salary ranges for its employees within the industry in which it operates.

8 Options which have vested may be exercised at any time thereafter, up to their expiry date

9 Terms and conditions of issue are set out in an ASX Appendix 3B New Issue Announcement dated 11 October 2007 and in Annexure H of the Explanatory Statement

10 Terms and conditions of issue are set out in an ASX Appendix 3B New Issue Announcement dated 11 May 2007 and in Annexure G of the Explanatory Statement

11 Terms and conditions of issue are set out in an ASX Appendix 3B New Issue Announcement dated 11 June 2007 and in Annexure G of the Explanatory Statement

Whilst prior shareholder approval (under ASX Listing Rule 7.1) was not required for the issue of these options to the employees, the effect of their issue is to reduce the Company's capacity to issue additional securities in the future without prior shareholder approval under ASX Listing Rule 7.1.

The Company wishes to seek ratification and approval for the purposes of ASX Listing Rule 7.4 in order to renew the Company's capacity to issue up to 15% of the securities of the Company on issue in a 12 month period under ASX Listing Rule 7.1.

In accordance with the requirements of ASX Listing Rule 7.5 the following additional information is provided:

• (a) the options were issued for nil consideration;
• (b) the options will not be quoted on ASX;
• (c) the shares issued upon exercise of the options will be ordinary fully paid shares issued on the same terms and conditions as the shares currently on issue by the Company;

All Directors recommend that shareholders vote in favour of approving Resolution 4, for the reasons set out in this Explanatory Statement.

5. RESOLUTION 5 – AMENDMENT TO THE TERMS AND CONDITIONS OF THE EXISTING DIRECTORS' AND EMPLOYEES' OPTIONS

5.1. Background

Resolution 5 seeks shareholder approval for an amendment to the terms and conditions of issue of all of the directors' and employees' options on issue by the Company as at the date of this Notice of AGM (Existing Directors' and Employees' Options) by the insertion of a new clause 13 as follows:

"13. Immediate Vesting

Where:

• 13.1 a takeover bid is made for the Company under the Corporations Act 2001;
• 13.2 a Court orders that a meeting of shareholders of the Company be held to consider a scheme of arrangement involving the Company under the Corporations Act 2001; or
• 13.3 some other transaction has occurred, which involves a change of control of the Company or a change in the composition of the majority of the Board of the Company at that time,

any Option that has not become vested in accordance with clause 4 will immediately become vested on, and may be exercised on and from, the date of such vesting until 5.00pm on the Option Expiry Date (subject to lapse in accordance with these terms of issue)."

Shareholder approval is being sought for the purposes of Part 2E.1 of the Corporations Act, Listing Rule 6.23.4 and for all other purposes.

The Company's Existing Directors' and Employees' Options which will be affected by this proposed amendment are as follows:

Date of Issue	Description ofUnlisted Options	ExercisePrice	Expiry Date	Vesting Criteria12	No. ofOptions	No. ofOptionsUnvestedas at 19October2007
21 July 2006	$0.96 (21 July 2011)Directors' Options13	$0.96	21 July 2011	30% on grant, 30% on 21July 2007 and 40% on 21July2008months	4,600,000	1,840,000
13 September2006	$0.96 (13September 2011)Director's Options14	$0.96	13 September2011	30% on grant, 30% on 13September 2007 and 40%on 13 September 2008	500,000	200,000
6 October2006	$1.20 (6 October2011) Employee'sOptions15	$1.20	6 October2011	1/3rd on 6 March 2007, 1/3rdon 6 March 2008 and 1/3rdon 6 March 2009	150,000	100,000
7 March 2007	$2.10 (7 March2012) Director'sOptions16	$2.10	7 March 2012	30% on grant, 30% on 7March 2008 and 40% on 7March 2009	500,000	350,000
7 March 2007	$2.81 (7 March2012) Directors'Options17	$2.81	7 March 2012	30% on grant, 30% on 7March 2008 and 40% on 7March 2009	3,300,000	2,310,000
1 May 2007	$2.90 (1 May 2012)Employees'Options18	$2.90	1 May 2012	1/3rd on 1 November 2007,1/3rd on 1 November 2008and 1/3rd on 1 November2009	100,000	100,000
5 June 2007	$2.90 (1 May 2012)Employees'Options19	$2.90	1 May 2012	1/3rd on 1 November 2007,1/3rd on 1 November 2008and 1/3rd on 1 November2009	33,000	33,000
8 October2007	$2.90 (5 September2012) Employee'sOptions20	$2.90	5 September2012	65,000optionsonsuccessful completion of theemployee'sprobationaryemployment period (whichexpires on 4 March 2008),65,000 options 6 monthsafter the vesting of the firsttranche and 70,000 options6 months after the vesting ofthe second tranche	200,000	-
TOTAL					9,183,000	4,933,000

The Company has updated the standard terms and conditions on which it issues employee options to include clause 13 above. The Directors consider that it would be appropriate, subject to shareholder approval being obtained in accordance with this Resolution 5, to standardise the terms of all options issued by including the new clause 13 in all of its Existing Directors' and Employees' Options.

The Company considers that approval may be required for the purposes of Part 2E.1 of the Corporations Act to the extent to which the amendment will alter the terms and conditions of the Existing Directors' and Employees' Options held by Directors.

12 Options which have vested may be exercised at any time thereafter, up to their expiry date

13 Terms and conditions of issue are set out in a Notice of Meeting and Explanatory Statement dated 31 May 2006 for a General Meeting held on 14 July 2006

14 Terms and conditions of issue are set out in a Notice of Annual General Meeting and Explanatory Statement dated 1 August 2006 for an Annual General Meeting held on 13 September 2006

15 Terms and conditions of issue are set out in an ASX Appendix 3B New Issue Announcement dated 13 October 2006 and in a Notice of Meeting and Explanatory Statement dated 24 January 2007 for a General Meeting held on 6 March 2007

16 Terms and conditions of issue are set out in a Notice of Meeting and Explanatory Statement dated 24 January 2007 for a General Meeting held on 6 March 2007

17 Refer footnote 16

18 Terms and conditions of issue are set out in Annexure G and in an ASX Appendix 3B New Issue Announcement dated 11 May 2007

19 Terms and conditions of issue are set out in Annexure G and in an ASX Appendix 3B New Issue Announcement dated 12 June 2007

20 Terms and conditions of issue are set out in an ASX Appendix 3B New Issue Announcement dated 11 October 2007 and in Annexure H of the Explanatory Statement

The Directors of the Company, as at the date of this Notice of AGM, are John Stephenson, H. Shanker Madan, Farooq Khan, Victor Ho, William Johnson and Malcolm Richmond. No consideration will be provided by any of the Directors in connection with the amendment of the terms and conditions of the Existing Directors' and Employees' Options held by them as at the date of this Notice of AGM. The Directors are currently receiving remuneration from the Company, the details of which are disclosed in Section 6.1 of this Explanatory Statement.

All of the Existing Directors' and Employees' Options (including those held by the Directors) have been issued subject to vesting conditions, and the Existing Directors' and Employees' Options cannot be exercised until they have vested.

The number of Existing Directors' and Employees' Options held by each of the Directors (and the number of their options which are unvested as at the date of this Notice of AGM) are as follows:

Name of Director	Position	No. of Options	No. of Options Unvestedas at 19 October 2007
John Stephenson	Chairman	800,000$0.96 (21 July 2011) Directors' Options	320,000
		350,000$2.81 (7 March 2012) Director's' Options	245,000
H. Shanker Madan	ManagingDirector	1,800,000$0.96 (21 July 2011) Directors' Options	720,000
		950,000$2.81 (7 March 2012) Directors' Options	665,000
Farooq Khan	ExecutiveDirector	1,400,000$0.96 (21 July 2011) Directors' Options	560,000
		700,000$2.81 (7 March 2012) Directors' Options	490,000
Victor Ho	ExecutiveDirector and	600,000$0.96 (21 July 2011) Directors' Options	240,000
	CompanySecretary	350,000$2.81 (7 March 2012) Directors' Options	245,000
William Johnson	ExecutiveDirector	500,000$0.96 (13 September 2011) Director's Options	200,000
		350,0002.81 (7 March 2012) Directors' Options	245,000
Malcolm Richmond	Non-ExecutiveDirector	500,000$2.10 (7 March 2012) Director's Options	350,000
		600,000$2.81 (7 March 2012) Directors' Options	420,000

The number of Existing Directors' and Employees' Options held by employee (and the number of their options which are unvested as at the date of this Notice of AGM) are as follows:

Name ofEmployee	Position	No. of Options	No. of Options Unvestedas at 22 October 2007
FedericoSchwalbHelguero	GeneralManager, Peru	200,000$2.90 (5 September 2012) Employee's Options	200,,000
Jerko Zuvela	ExplorationManager	150,000$1.20 (6 October 2011) Employee's Options	100,,000
Cherie Leeden	Project Geologist	100,000$2.90 (1 May 2012) Employees' Options	100,000
Carole Lee	GroupAccountant	33,333$2.90 (1 May 2012) Employees' Options	33,333

By proposed new clause 13, all of the Existing Directors' and Employees' Options (which are not then vested) will vest immediately if any one of more of the following events occurs:

• 1. a takeover bid is made for the Company under the Corporations Act;
• 1. a Court orders that a meeting of shareholders of the Company be held to consider a scheme of arrangement involving the Company under the Corporations Act; or
• 1. some other transaction has occurred, which involves a change of control of the Company or a change in the composition of the majority of the Board of the Company at that time,

(collectively a Trigger Event).

If a Trigger Event occurs, the Existing Directors' and Employees' Options may (depending upon when the Trigger Event occurs) vest before the dates set out in the above tables. This could therefore have the effect of increasing the period over which the options may be exercised (or some or more of them).

The effect of Resolution 5 is not to increase the number of options in the Company held by the Directors or any of the employees of the Company. The passage of Resolution 5 will not therefore have any impact on the capital structure of the Company.

The Directors do not consider that the variation of the terms and conditions of the Existing Directors' and Employees' Options (including those held by the Directors) will impact on the fair value of the Existing Directors' and Employees' Options as none of the variables applicable in assessing the value of options have altered (such as the option term and exercise price), the vesting criteria (save for the contingent early vesting) has not altered and the Trigger Events are contingent events.

5.2. Part 2E of the Corporations Act

Part 2E.1 of the Corporations Act regulates the provision of "financial benefits" by a public company, and will thus apply to the Company. By s.208(1) of the Corporations Act, the Company can therefore only give a "financial benefit" to a "related party" of the Company if the Company obtains the approval of its members in accordance with the procedures set out in Part 2E.1 of the Corporations Act.

For the purposes of the Corporations Act, a "related party" of the Company includes the Directors of the Company. John Stephenson, H. Shanker Madan, Farooq Khan, Victor Ho, William Johnson and Malcolm Richmond are all Directors of the Company and, accordingly, are related parties of the Company.

"Financial benefit" is not specifically defined in the Corporations Act, however it is clear that it is to be given the broadest of interpretation. The Corporations Act also makes it clear that the economic and commercial substance of conduct is to prevail over its legal form and that "giving a financial benefit" can include giving a financial benefit that does not involve paying money (for example, by conferring a financial advantage).

If the proposed amendment to the terms and conditions of the Existing Directors' and Employees' Options is approved by shareholders and a Trigger Event occurs, this may result in the Existing Directors' and Employees' Options vesting (and thus being capable of exercise) earlier than would currently be the case. The Directors are of the opinion that this possible extension of the period over which the options may be exercised may constitute the giving of a financial benefit to them (even though any such benefit will only be given if a Trigger Event occurs before the Existing Directors' and Employees' Options held by them have vested). Whilst this may not occur (with the result that there will, in fact, be no extension in the current exercise period) the Directors consider that it is prudent to obtain shareholder approval for the purposes of Chapter 2E.1 of the Corporations Act.

In accordance with the requirements of Part 2E.1 of the Corporations Act, and in particular section 219 of the Corporations Act, the following information is provided to allow the shareholders of the Company sufficient information to determine whether they should approve these resolutions:-

1. The proposed financial benefit is to be given to all of the current Directors of the Company, namely John Stephenson, H. Shanker Madan, Farooq Khan, Victor Ho, William Johnson and Malcolm Richmond. In addition, the proposed financial benefit will also be given to the employees of the Company as set out above, however as these employees are not related parties of the Company, shareholder approval in accordance with Chapter 2E of the Corporations Act is not needed to give a financial benefit to these parties but is being sought in any event.

• 1. The nature of the financial benefit is the change to the terms and conditions of issue of the Existing Directors' and Employees' Options, which may potentially result in the options vesting at an earlier time than would currently be the case, thus extending the period during which the Existing Directors' and Employees' Options may be exercised.
• 1. The Directors (being the people to whom the financial benefit contemplated by Chapter 2E of the Corporations Act will be given) make no recommendation to shareholders about this Resolution 5 as they all have an interest in the outcome of this Resolution 5 (being holders of Existing Directors' and Employees' Options the terms of which are proposed to be amended by this Resolution 5).
• 1. All of the Directors of the Company (being the people to whom the financial benefit contemplated by Chapter 2E of the Corporations Act will be given if the terms and conditions of the Existing Directors' and Employees' Options which have been issued to the Directors are amended), have an interest in this Resolution 5.
• 1. The Directors are not aware of any other information (other than as set out in this Section 5) that would be reasonably required by shareholders to allow them to make a decision whether it is in the best interest of the Company to pass Resolution 5.

The Company will disregard any votes cast on Resolution 5 by the holders of Existing Directors' and Employees' Options and each of their associates (who are all prohibited from voting). The Chairman of the AGM will vote open proxies received in favour of all resolutions to be considered at the AGM.

5.3. Listing Rule 6.23.4

Listing Rule 6.23.4 provides that a change to option terms which is not prohibited under Listing Rule 6.23.3 can only be made if holders of ordinary securities approve the change.

Accordingly, shareholder approval to the amendment to the terms and conditions of issue of the Existing Directors' and Employees' Options is also being sought for the purposes of Listing Rule 6.23.4.

The change to the terms and conditions of the Existing Directors' and Employees' Options is not prohibited under Listing Rule 6.23.3 as the options exercise period is not being altered by Resolution 5.

The Chairman of the AGM will vote open proxies received in favour of all resolutions to be considered at the AGM.

6. RESOLUTION 6 – ISSUE OF OPTIONS TO DIRECTORS

6.1. Background

Resolution 6 seeks shareholder approval for the Company to grant a total of 4,000,000 options to its six Directors. Each option is to be issued on the same terms, including:

• 1. at an exercise price equal to the greater of $4.00 or 133% of the VWAP of the Company's shares on ASX in the 5 trading days leading up to (and excluding) the issue date (rounded down to the nearest whole cent);
• 1. after they have vested, exercisable at any time on or before 5 years from the date of issue (option expiry date).
• 1. the options will vest as follows:
  • (a) 50% of the options issued to each Director will vest at the date of issue of the options (which options may therefore be exercised at any time prior to the option expiry date); and
  • (b) 50% of the options issued to each Director will vest at the date being 12 months after their date of issue (which options may therefore be exercised at any time thereafter and prior to the option expiry date).

1. the options will lapse immediately upon the occurrence of any of the circumstances described below:

Where options are vested and thereforeable to be exercised		Where options are not vested (and thereforeunable to be exercised)
(a)	Upon their expiry date	(a)	Upon their expiry date
(b)	Upon determination by the Board thatthe Director has acted fraudulently,dishonestlyorinbreachofhisobligations to the Company	(b)	Upon determination by the Board that theDirectorhasactedfraudulently,dishonestly or in breach of his obligationsto the Company
(c)	Upon the Director ceasing to be adirector of the Company (for whateverreasonincludingbyretrenchment,redundancy or retirement) and has notexercised the option within 6 monthsfollowing that event (unless a longerperiod is otherwise determined by theBoard)	(c)(d)	Upon the Director ceasing to be a directorof the Company (for whatever reasonincluding by retrenchment, redundancy orretirement)Upon the death, permanent illness orpermanent physical or mental incapacity ofa Director
(d)	12 months after the death, permanentillness or permanent physical or mentalincapacity of a Director (unless alonger period is otherwise determinedby the Board)

1. otherwise on the terms and conditions set out in Annexure E.

The reasons why the Company is proposing to grant these options to its Directors are as follows:

• The number of options to be issued to the Directors has been determined having regard to the level of Directors' salaries/fees being received by the Directors and is a cash free, effective and efficient way of providing an appropriate level of Directors' remuneration as well as providing ongoing equity based incentives for the Directors to remain with the Company with a view to improving the future growth of the Company.

The current level of annualised Directors' salaries/fees being received by the Directors is as follows:

	Office Held	Gross salary/fees and employersuperannuation per annum
John Stephenson	Non-Executive Chairman	$54,500
H. Shanker Madan	Managing Director	$299,750
Farooq Khan	Executive Director	$228,900
Victor Ho	Executive Directorand Company Secretary	$81,750
William Johnson	Executive Director	$43,600
Malcolm Richmond	Non-Executive Director	$32,700

• The proposed options issue is designed to act as an incentive for such Directors to strive to achieve the Company's goals with the aim of enhancing shareholder value.
• Based on the option exercise price and the rate at which the options vest, the exercise of these options by the Directors is only likely to occur if there is sustained upward movement in the Company's share price.
• The options (structured as described above) provide an equity holding opportunity for each Director which is linked to the Company's share price performance.
• As an emerging resource company with much of its available funds dedicated or committed to its resource projects (and also in seeking opportunities in relation to the same) and in financing its day to day working capital requirements, the Company is not always in a position to maintain competitive cash salary ranges for its Directors within the industry in which it operates.

6.2 A Related Party Transaction under Chapter 2E Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company.

Section 208 of the Corporations Act provides that for a public company to give a financial benefit to a related party of that company, the public company must:

• (a) obtain the approval of members in the way set out in Sections 217 to 227; and
• (b) give the benefit within 15 months after the approval.

A "related party" includes a director of a public company.

A "financial benefit" includes a public company issuing securities (including options) to a related party.

The Company is thus seeking shareholder approval for the purposes of Chapter 2E of the Corporations Act to issue options to Directors pursuant to Resolution 6.

In accordance with the requirements of Chapter 2E and in particular Section 219 of the Corporations Act, the following information is provided to allow shareholders sufficient information to determine whether they should approve Resolution 6:

(a) The related parties to whom Resolution 6 would permit the financial benefit to be given

• (1) Non-Executive Chairman, John Francis Stephenson;
• (2) Managing Director, Hem Shanker Madan
• (3) Executive Director, Farooq Khan;
• (4) Executive Director and Company Secretary, Victor Poh Hong Ho;
• (5) Executive Director, William Matthew Johnson; and
• (6) Non-Executive Director, Malcolm Ross Richmond.

(b) The nature of the financial benefit

If Resolution 6 is passed, the Directors noted above will be granted a total of 4,000,000 options as follows:-

• (1) John Francis Stephenson 500,000 options;
• (2) Hem Shanker Madan 1,130,000 options;
• (3) Farooq Khan 950,000 options;
• (4) Victor Poh Hong Ho 430,000 options;
• (5) William Matthew Johnson 390,000 options; and
• (6) Malcolm Ross Richmond 600,000 options.

The options will be granted on the terms and conditions set out in this Explanatory Statement including Annexure E.

(c) Directors' Recommendation

All of the Directors were available to consider proposed Resolution 6 but all Directors decline to make a recommendation because each has an interest in the outcome of the resolution.

(d) The Directors' interests in the outcome of the proposed resolution.

Each Director has an interest in the outcome of this resolution as, if the resolution is passed, each Director will be issued with that number of options as is set out opposite their name in paragraph (b) above.

(e) Any other information that is reasonably required by a member to make a decision and that is known to the Company and any of its Directors

(i) Effect of Capital Structure

If Resolution 6 is passed, the Company will grant a total 4,000,000 options to its current Directors.

The Company's current issued securities are set out in Annexure B.

If all of the current options on issue, and all of the 4,000,000 options granted pursuant to shareholder approval of Resolution 6 are exercised into shares, this would dilute the shareholding of existing shareholders by 25.6% and raise $35,288,324 cash for the Company (on the assumption that the exercise price is $4.0021 per option in respect of the options the subject of Resolution 6).

If only the options proposed to be granted under Resolution 6 were exercised into shares, the dilution would be 4.8% and the Company will raise $16,000,000 cash (on the assumption that the exercise price is $4.00 each).

(ii) Company's Recent Share Price

The market price of the Company's shares during the exercise period of the options will normally determine whether or not option holders exercise their options. Thus, the options proposed to be granted if Resolution 6 is passed are only likely to be exercised if the Company's shares subsequently trade at a price which is higher than the exercise price.

The following table sets out the monthly trading history of the Company's shares on ASX between April 2007 and October 2007:

Month Ending	High(cents)	Low(cents)	Last Saleat month end(cents)	VWAP(cents))
19-Oct-2007	295	214	258	248
30-Sep-2007	224	155.5	220	187
31-Aug-2007	230	126	171	163
31-Jul-2007	272	200	235	237
30-Jun-2007	240	199	202	216
31-May-2007	245	194	211	222
30-Apr-2007	232	194	202	205

The exercise price of the options the subject of Resolution 6 will be the greater of $4.00 or 133% of the VWAP of the Company's shares on ASX in the 5 trading days leading up to and excluding the date of issue (rounded down to the nearest whole cent); the final exercise price will be based on the Company's VWAP in the 5 trading days leading up to (and excluding) the issue date.

If the options the subject of Resolution 6 were to be issued on 22 October 2007, the exercise price as determined under the formula within Resolution 6 would be $4.00 per option.22

(iii) Directors' Relevant Interest in Securities of the Company

The Directors' relevant interest in securities of the Company as at 22 October 2007 are set out in section 1.17 of this Notice of AGM.

(iv) Valuation of Options

The Directors consider, on the basis of the calculation methodology set out below, that the options to be granted pursuant to Resolution 6 (if passed) will have an indicative value of ~$1.045 per option.

21 Being the greater of $4.00 or 133% of the VWAP of the Company's shares on ASX in the 5 trading days leading up to and excluding 22 October 2007 (rounded down to the nearest whole cent) (which is $3.65); the final exercise price will be based on the Company's VWAP in the 5 trading days leading up to (and excluding) the issue date, which may differ from this estimate.

22 Refer footnote 21

This valuation has been calculated using the Black-Scholes option pricing model applying the following assumptions:

• (a) The Company's share price being $2.70 share (which was the last bid price as at 19 October 2007);
• (b) A risk free rate of return of 6.445% (based on the Commonwealth 5 year bond rate as at 19 October 2007).
• (c) An estimated future volatility of the Company's share price of 65%.
• (d) In calculating the indicative value of options, the Board has applied a discount rate of 25% of the value of the options. The discount rate of 25% was derived after considering the fact that the options will be unlisted, will vest in tranches and has restrictions on transfer by the option holder.

The indicative valuation has assumed that the issue date of the options was 22 October 2007. The valuation may not be a representative valuation of the options at the proposed date of issue (expected to be as soon as practicable after the date of this AGM upon Resolution 6 receiving shareholder approval and in any event, no later than one month thereafter (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules)).

The Company will disregard any votes cast on Resolution 6 by the Directors, or any associate of the Directors, who will be prohibited from voting as described in the voting exclusion statement within the Notice of AGM.

Neither the Directors nor the Company are aware of any other information that would reasonably be required by shareholders to make a decision in relation to the financial benefits contemplated by Resolution 6, other than as set out in this Explanatory Statement.

6.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a listed company to obtain approval of the shareholders of the company prior to the issue of securities to a related party of the company. As the Directors are each a related party of the Company, shareholder approval under ASX Listing Rule 10.11 is sought for Resolution 6.

The following information is provided to shareholders for the purpose of ASX Listing Rule 10.13:

• (1) the options will be granted to each of the Directors named in Section 6.2(a) above.
• (2) a total of 4,000,000 options will be granted to the Directors in the proportions set out in Section 6.2(b) above, and in each case on the terms and conditions set out in Annexure I;
• (3) the options which are the subject of Resolution 6 will be granted to the Directors on a date no later than one month after the date of this General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that all of the options will be granted on the same date;
• (4) the options will be granted to the Directors for nil consideration and otherwise on the terms and conditions set out in Annexure I;
• (5) no funds will be raised by the grant of options pursuant to Resolution 6.

7. RESOLUTION 7 – APPOINTMENT OF NEW AUDITOR

Stantons International have, at the request of the Company, given notice of their intention to resign as auditor of the Company subject to the consent of the Australian Securities & Investments Commission (ASIC) and shareholder approval of this Resolution 7 for the appointment of a nominated replacement auditor.

The Company has considered a range of auditors and the Directors have determined that BDO Kendalls Audit & Assurance (WA) (BDO Kendalls) should be appointed auditor to replace Stantons International. The replacement of the auditor has been sought to align the Company's auditors in Peru with Australia, reduce the audit costs of the Company and gain exposure to a larger international audit firm.

In accordance with Corporations Act, the Company has sought and obtained a nomination from a shareholder for BDO Kendalls to be appointed as the Company's new auditor. A copy of this nomination is attached to this Explanatory Statement as Annexure J.

BDO Kendalls have given their written consent to act as the Company's auditor subject to ASIC consent for Stantons International to resign as the Company's auditor and shareholder approval of this Resolution 7. If Resolution 7 is passed, the resignation of Stantons International and appointment of BDO Kendalls as the Company's new auditor will take effect at the close of this AGM.

8. RESOLUTION 8 – ADOPTION OF REMUNERATION REPORT

Sections 249L and 250R of the Corporations Act requires that a resolution be put to the shareholders to adopt the Remuneration Report as disclosed in the Directors' Report. The vote on this resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Directors' Report at pages 37 to 42 of the Company's 2007 Annual Report. Shareholders will also be provided with a reasonable opportunity to ask questions or make statements in relation to the Remuneration Report.

9. RESOLUTION 9 – RATIFY $15.12 MILLION SHARE PLACEMENT

Resolution 9 seeks shareholder ratification of the issue by the Company on 5 June 2007 of a total of 7,200,000 fully paid ordinary shares in the capital of the Company at $2.10 per share (raising $15,120,000 gross) to professional, institutional and sophisticated investors entitled to accept offers of securities under section 708 of the Corporations Act (the $15 Million Share Placement).

Whilst prior shareholder approval (under ASX Listing Rule 7.1) was not required for the $15 Million Share Placement issue, the effect of the issue is to reduce the Company's capacity to issue additional securities in the future without prior shareholder approval under ASX Listing Rule 7.1.

The Company wishes to seek ratification and approval for the purposes of ASX Listing Rule 7.4 in order to renew the Company's capacity to issue up to 15% of the securities of the Company on issue in a 12 month period under ASX Listing Rule 7.1. In accordance with the requirements of ASX Listing Rule 7.5 the following additional information is provided:

• (a) 7,200,000 shares were issued by the Company on 5 June 2007;
• (b) the shares were issued at $2.10 per share;
• (c) the shares were ordinary fully paid shares issued on the same terms and conditions as the shares currently on issue by the Company;
• (d) the shares were issued and allotted to professional, institutional and sophisticated investors entitled to accept offers of securities under section 708 of the Corporations Act. None of the recipients were related parties or associates of the Company;
• (e) the funds raised from such share placement ($15,120,000 before expenses) will be applied towards the advancement of exploration, evaluation and development of the Company's mineral projects and for general working capital purposes. In particular, the funds raised will allow the Company to continue to accelerate its US$6.5 million investment commitments in relation to its Apurimac and Cuzco Iron Ore Projects in Peru.

The Company has paid Patersons Securities Limited a fee of $831,600 (inclusive of GST) in relation to this $15 Million Share Placement.

Annexure A

CONSOLIDATED PRO-FORMA BALANCE SHEET OF STRIKE RESOURCES LIMITED

	Audited	Pro-Forma
	30/06/2007
CURRENT ASSETS
Cash and cash equivalents	18,358,891	18,358,891
Trade and other receivables	170,123	170,123
Other	-	-
TOTAL CURRENT ASSETS	18,529,014	18,529,014
NON CURRENT ASSETS
Property, plant and equipment	70,396	70,396
Other financial assetsInvestments accounted for using equity	977,877	4,165,377
method	11,563,736	4,403,985
Intangible asset	-	-
Internet technologies	-	-
Resource projects	7,681,546	7,681,546
TOTAL NON CURRENT ASSETS	20,293,555	16,321,304
TOTAL ASSETS	38,822,569	34,850,318
CURRENT LIABILITIES
Trade and other payables	(366,711)	(386,711)
Current provisions	(132,680)	(132,680)
TOTAL CURRENT LIABILITIES	(499,391)	(519,391)
NON CURRENT LIABILITIES
Non current provisions	(33,429)	(33,429)
TOTAL NON CURRENT LIABILITIES	(33,429)	(33,429)
TOTAL LIABILITIES	(532,820)	(552,820)
NET ASSETS	38,289,749	34,297,498
EQUITY
Issued capital	(51,078,281)	(47,858,281)
Reserves	(2,932,878)	(2,932,878)
Accumulated losses	16,064,267	16,836,518
	(37,946,892)	(33,954,641)
Minority equity interest	(342,857)	(342,857)
TOTAL EQUITY	(38,289,749)	(34,297,498)

The Consolidated Pro Forma Balance Sheet has been prepared by the Company on the basis of the audited financial statements of the Company as at 30 June 2007, adjusted for the following:

• (i) The distribution by the Company of 16,000,000 Alara shares in specie to shareholders.
• (ii) The assumed market value of the Alara shares is 20 cents per share (refer section 1.4).
• (iii) The cost associated with the In Specie Distribution is estimated at $20,000, posted to Trade and other payables.

Annexure B

ISSUED CAPITAL OF STRIKE RESOURCES LIMITED

as at 19 October 2007

	Quoted	Not Quoted	Total
Fully paid ordinary shares (SRK)	79,134,380	-	79,134,380
$0.20 (30 June 2008) Options (SRKO)	10,284,787	-	10,284,787
$0.20 (9 February 2011) Unlisted vendor Options	-	1,833,333	1,833,333
$0.30 (9 February 2011) Unlisted vendor Options	-	1,666,667	1,666,667
$0.96 (21 July 2011) Directors' Options	-	4,600,000	4,600,000
$0.96 (13 September 2011) Unlisted Directors'Options	-	500,000	500,000
$1.20 (6 October 2011) Unlisted Employee'sOptions	-	150,000	150,000
$2.10 (7 March 2012) Unlisted Directors' Options	-	500,000	500,000
$2.81 (7 March 2012) Unlisted Directors' Options	-	3,300,000	3,300,000
$2.90 (1 May 2012) Unlisted Employees' Options	-	133,000	133,000
$2.90 (5 September 2012) Unlisted Employee'sOptions	-	200,000	200,000
TOTAL	89,419,167	12,883,000	102,302,167

SUMMARY OF UNLISTED DIRECTORS' AND EMPLOYEE OPTIONS

Date ofIssue	Description ofUnlistedOptions	ExercisePrice	ExpiryDate	Vesting Criteria23	No. ofOptions
21 July2006	$0.96 (21 July2011) Directors'Options	$0.96	21 July2011	30% on grant, 30% on 21 July 2007 and 40%on 21 July 2008 months	4,600,000
13September2006	$0.96 (13September 2011)Director'sOptions	$0.96	13September2011	30% on grant, 30% on 13 September 2007 and40% on 13 September 2008	500,000
6 October2006	$1.20 (6 October2011) EmployeeOptions	$1.20	6 October2011	1/3rd on 6 March 2007, 1/3rd on 6 March 2008and 1/3rd on 6 March 2009	150,000
7 March2007	$2.10 (7 March2012) Director'sOptions	$2.10	7 March2012	30% on grant, 30% on 7 March 2008 and 40%on 7 March 2009	500,000
7 March2007	$2.81 (7 March2012) Directors'Options	$2.81	7 March2012	30% on grant, 30% on 7 March 2008 and 40%on 7 March 2009	3,300,000
1 May 2007	$2.90 (1 May2012) EmployeeOptions	$2.90	1 May 2012	1/3rd on 1 November 2007, 1/3rd on 1 November2008 and 1/3rd on 1 November 2009	100,000
5 June2007	$2.90 (1 May2012) EmployeeOptions	$2.90	1 May 2012	1/3rd on 1 November 2007, 1/3rd on 1 November2008 and 1/3rd on 1 November 2009	33,000
8 October2007	$2.90 (5September 2012)Employee'sOptions	$2.90	5September2012	65,000 options on successful completion of theemployee's probationary employment period(which expires on 4 March 2008), 65,000options 6 months after the vesting of the firsttranche and 70,000 options 6 months after thevesting of the second tranche	200,000

23 Options which have vested may be exercised at any time thereafter, up to their expiry date

Annexure C

ISSUED CAPITAL OF ALARA URANIUM LIMITED

as at 19 October 200724

	Quoted	Not Quoted orEscrowed	Total
Fully paid ordinary shares	40,275,000	40,225,000 25	80,500,000
$0.25 (30 June 2009) Listed Options26	60,375,000	-	60,375,000
$0.55 (27 July 2012) Unlisted Directors' Options27	-	18,550,000	18,550,000
$0.55 (27 July 2012) Unlisted Employees' Options28	-	1,425,000	1,425,000
Total	100,650,000	19,975,000	160,850,000

Summary of Unlisted Directors' and Employee Options

Date ofIssue	Description ofUnlisted Options	ExercisePrice	ExpiryDate	Vesting Criteria29	No. ofOptions
27 July2007	$0.55 (27 July 2012)Directors' Options	$0.55	27 July2012	50% on grant and 50% on 27 July2008 months	18,550,000
27 July2007	$0.55 (27 July 2012)Employees' Options	$0.55	27 July2012	1/3rd on 27 January 2008, 1/3rd on27 July 2008 and 1/3rd on 27 July2009	1,425,000

• (ii) 736,250 shares held by unrelated founding shareholders escrowed until 6 December 2007;
• (iii) 28,750,000 vendor shares issued to Strike Resources Limited pursuant to settlement of the Strike Uranium and Peru Sale Agreements, as defined in the Alara IPO Prospectus dated 3 April 2007, escrowed until 24 May 2009; and
• (iv) 6,250,000 vendor shares issued to Orion Equities Limited pursuant to settlement of the Hume Sale Agreement, as defined in Alara's IPO Prospectus, escrowed until 24 May 2009.

28 Refer footnote 27

24 Based on Alara's ASX market announcements

25 Escrowed shares comprise:

(i) 4,488,750 shares held by related parties and promoters (founding shareholders) escrowed until 24 May 2009;

26 Terms and conditions of $0.25 (30 June 2009) listed options are set out in Alara's Rights Issue Options Prospectus dated 3 September 2007 and in an ASX Appendix 3B New Issue Announcement lodged on 3 September 2007

27 Terms and conditions of issue are set out in a Alara's Notice of Meeting and Explanatory Statement dated 21 June 2007 for a General Meeting held on 7 July 2007 and in an ASX Appendix 3B New Issue Announcement lodged on 3 August 2007

29 Options which have vested may be exercised at any time thereafter, up to their expiry date

Annexure D

ABOUT ALARA URANIUM LIMITED30

1. Background

Alara Uranium Limited (ASX Code: AUQ) successfully completed a $10 million IPO capital raising on 9 May 2007 (by the issue of 40 million shares at $0.25 per share) and commenced trading on the Australian Securities Exchange (ASX) on 24 May 2007.

2. Summary of Activities

6 December 2006	Incorporation of Alara Uranium Limited
19/20 March 2007	Execution of share sale agreements for Alara to acquire uranium assets from Strikeand Orion. These assets comprise the Bigryli South Project, Mt James Project, MtLawrence Wells Project, Canning Well Project and Pampacolca Project.
3 April 2007	Lodgement of IPO Prospectus seeking to raise up to $10 million at $0.25 per share.
9 May 2007	Successful completion of IPO with applications received of nearly $27 million.
18 May 2007	Issue of 40 million shares representing $10 million raised under the IPO.
18 May 2007	Completion of share sale agreements to acquire uranium assets from Strike andOrion and the issue of a total of 35 million shares to these vendors.
18 May 2007	Appointment of the current Board and resignation of the IPO directors
24 May 2007	Alara (ASX Code: AUQ) admitted to the Official List of ASX and commences tradingon ASX; AUQ opens at $0.40 per share.
7 June 2007	Alara receives transfer of 19 concession applications totaling 15,600 hectares insouthern Peru from Strike Resources Peru SAC, at cost – these concessionscomprise the Crucero Project, Santa Rosa Project and Coasa Project.

3. Company Projects

Alara is an Australian based mineral exploration and development company with a prospective portfolio of uranium exploration projects in Australia (Northern Territory and Western Australia) and Peru:

PROJECTS		LOCATION	AREA (HECTARES)
1.	Bigrlyi South	Northern Territory	166,565
2.	Mt James	Gascoyne, Western Australia	41,100
3.	Mt Lawrence Wells	East Murchison, Western Australia	9,400
4.	Canning Well	Pilbara, Western Australia	26,400
5.	Pampacolca	Peru	2,700
6.	Crucero Project	Peru	2,600
7.	Santa Rosa Project	Peru	4,400
8.	Coasa Project	Peru	9,600

The location of Alara's uranium projects in Australia and Peru are shown on the following maps.

30 Based on Alara's ASX market announcements

5. Board of Directors

The experience and qualifications of current Alara directors are as follows:

John Stephenson	Chairman
Appointed	18 May 2007
Qualifications	BSc (honours) in Geology from the University of London through the former University College ofRhodesia and a PhD in Geology from the University of Manitoba, Canada.
Experience	Dr Stephenson is a highly experienced geologist with over 37 years experience in the mining sector.He has held senior positions in large mining companies, most recently as Exploration Director forRio Tinto Australasia where he led Rio Tinto's exploration activities for five and a half years based inPerth.
	Dr Stephenson has also during his career led and managed exploration teams for both junior andmajor mining companies in several parts of the world, mainly in Southern and East Africa, NorthAmerica and Australia exploring for gold, uranium, diamonds and base metals. He has also beeninvolved with projects in Europe, South America and India. He led teams responsible for thediscovery of a world class diamond deposit, the Diavik diamond mine in Canada's NorthwestTerritories for which he recently received an award; and a high grade gold deposit, the formerGolden Patricia gold mine in Ontario.
	Dr Stephenson has particular experience in the uranium sector having in the early to mid 1970's ledreconnaissance airborne and ground surveys for uranium in Canada. Between 1978-1981, DrStephenson headed the ground follow-up of a country-wide airborne radiometric and magneticsurvey for uranium and other minerals in Tanzania. In the early 90's Dr Stephenson led explorationfor a subsidiary of Rio Tinto exploring for uranium and base metals in eastern Canada.DrStephenson also led Rio Tinto's exploration activities in Australia in the late 90's which included thesearch for uranium.
Relevant interest insecurities	Shares – 180,000 31Listed $0.25 (30 June 2009) Options – 135,000 29Unlisted $0.55 (27 July 2012) Director Options - 975,000
Other currentdirectorships in listedentities	Chairman of Strike Resources Limited (since 26 October 2005)
Former directorships inother listed entities inpast 3 years	None

H. Shanker Madan	Managing Director
Appointed	18 May 2007
Qualifications	Honours and Masters Science degrees in Applied Geology
Experience	Mr Madan has had world-wide experience in the exploration and evaluation of mineral deposits forvarious commodities. Mr Madan has been a Manager with Hamersley Iron, Group Leader withBHP Minerals, Chief Geologist with Hancock and Wright Prospecting and a Senior GeologicalConsultant to the Rio Tinto Group.
	Mr Madan has managed a range of mineral evaluation studies in Iran, Brazil and Western Australiafor BHP, Rio Tinto and Hamersley Iron. He has also acted as a consultant to Rio Tinto, AshtonMining and others on mineral projects in Brazil, South Africa, India, the Philippines, Fiji and UnitedStates, working on a range of iron-ore, diamonds, gold, copper and chromite deposits.
	He has been involved in the discovery of 3 world class iron deposits in Western Australia forTexasGulf and BHP Minerals. From 1997 to 2001, Mr Madan managed the evaluation of resourceprojects for Hamersley Iron and more recently completed a resource due diligence study of thebillion-dollar West Angelas project in the Pilbara region of Western Australia.
Relevant interest insecurities	Shares – 184,983 32Listed $0.25 (30 June 2009) Options – 138,736 30Unlisted $0.55 (27 July 2012) Director Options – 8,800,000
Other currentdirectorships in listedentities	Managing Director of Strike Resources Limited (since 26 September 2005)
Former directorships inother listed entities in past3 years	None

31 Held jointly: John Francis Stephenson & Susan Margaret Franklin <Stephenson Franklin FMY A/C>

32 Held jointly: Mr Hem Shanker Madan & Mrs Anupam Shobha Madan <The AS and HS Madan S/F A/C>

Farooq Khan	Executive Director
Appointed	18 May 2007
Qualifications	BJuris , LLB. (Western Australia)
Experience	Mr Khan is a qualified lawyer having previously practised principally in the field of corporate law. Mr Khanhas extensive experience in the securities industry, capital markets and the executive management of ASXlisted companies. In particular, Mr Khan has guided the establishment and growth of a number of publiclisted companies in the investment, mining and financial services sector. He has considerable experience inthe fields of capital raisings, mergers and acquisitions and investments.
Relevant interest insecurities	Shares – 8,665,699 33Listed $0.25 (30 June 2009) Options – 9,266,205 34Unlisted $0.55 (27 July 2012) Director Options – 8,775,000
Other current directorshipsin listed entities	Current Chairman and Managing Director of:(1)Queste Communications Ltd (since 10 March 1998)
	Current Chairman of:(2)Orion Equities Limited (since 23 October 2006)(3)Bentley International Limited (director since 2 December 2003)(4)Scarborough Equities Limited (since 29 November 2004)
	Current Executive Director of:(5)Strike Resources Limited (since 9 September 1999)
Former directorships inother listed entities in past3 years	(1)Altera Capital Limited (26 November 2001 to 18 October 2005)(2)Sofcom Limited (since 3 July 2002 to 18 October 2005)

33 Held indirectly: Mr Khan is deemed under the Corporations Act to have a relevant interest in 8,485,699 shares held by Orion Equities Limited (OEQ) as Mr Khan has a greater than 20% interest in Queste Communications Ltd (QUE), which is deemed to be in control of OEQ, and 180,000 shares held by Interstaff Recruitment Limited (formerly Skills Advantage Australia Limited) (IRL), as Mr Khan has a greater than 20% interest in SAA.

34 Held indirectly: 9,131,205 options held by OEQ and 135,000 options held by IRL.

Annexure E

RISK FACTORS ASSOCIATED WITH INVESTMENT IN ALARA URANIUM LIMITED

An investment in Alara carries risk and prospective investors in Alara should consider the risk factors described in this section, together with the information contained elsewhere in this Prospectus, before deciding whether to apply for shares.

There are numerous widespread risks associated with investing in any form of business and with investing in the share market generally. There are also a range of specific risks associated with Alara's business and its involvement in the mineral exploration and development industry.

This section deals with the areas the Directors regard as the major risks associated with an investment in Alara. Investors should be aware that an investment in Alara involves many risks that may be higher than the risks associated with an investment in other companies. Intending investors should read the whole of this Notice of AGM and Explanatory Statement and accompany disclosure document in order to fully appreciate such matters and the manner in which Alara intends to operate before any decision is made to approve the resolution under the Notice of AGM.

Applicants should be aware that there are risks associated with any share investment. The prices at which Alara's securities trade may be above or below the current Alara share price and as at the date of the In Specie Distribution. The trading price of the securities is likely to be highly volatile and could be subject to wide fluctuations in response to factors such as additions or departures of key personnel, litigation, press newspaper and other media reports, the results of exploration activity or variations in Alara's operating result.

The Alara securities to be transferred to the Company's shareholders under the In Specie Distribution carry no guarantee in respect of profitability, dividends, return of capital, or the price at which they may trade on the ASX.

1. GOVERNMENT REGULATION AND POLICY

Uranium mining is subject to extensive regulation by state and federal governments in relation to exploration, development, production, exports, taxes and royalties, labour standards, occupational health, waste disposal, protection and rehabilitation of the environment, mine reclamation, mine safety, toxic and radioactive substances, native title and other matters. Compliance with such laws and regulations will increase the costs of exploring, drilling, developing, constructing, operating and closing mines and other production facilities.

The Australian Federal Government currently permits the mining and export of uranium under international agreements designed to prevent nuclear proliferation. The export of uranium is controlled by the Federal Government through its licensing process and Australian uranium can only be exported to those countries that undertake to use it for peaceful purposes.

Alara's Australian projects are located in the Northern Territory and Western Australia.

The Laws regulations and policies of the Northern Territory Government and Federal Government of Australia

Exploration for and the mining of uranium are permitted in the Northern Territory. The Mining Act 1980 (NT) provides a legislative framework within which such activities are undertaken. Additionally, the Mining Act (NT) sets out the requirements and conditions of granting of mineral leases, exploration licences, exploration tenement licences, extractive mineral leases and mineral claims.

Under the Mining Act (NT), the Northern Territory must act on the advice of the Federal Minister in relation to uranium. The Northern Territory is not permitted to act other than in accordance with such advice (except with the respect to decisions made about the granting of exploration licences).

The Mining Management Act 2001 (NT) contains regulations pertaining to health and safely, the environment, authorisations, and the management of mining sites.

According to this Act, the Northern Territory is required to consult with, and act in accordance with the advice of the Commonwealth (the Federal Government) in relation to decisions about 'mining activities' (which include exploration) in relation to uranium.

The Federal Government, therefore, has the power to make decisions with respect to the granting of mining authorisations, without which mining activities cannot take place.

The Federal Government also has specific interests and responsibilities in relation to the regulation of uranium, including:

• (a) management of nuclear actions and the protection of matters of national environmental significance as defined under the Environment Protection and Biodiversity Conservation Act 1999 (the EPBC Act);
• (b) oversight of environmental requirements attached to environmental approvals for existing uranium mines issued following recommendations made under the now repealed Environment Protection (Impact of Proposals) Act 1974 (the EPIP Act);
• (c) environmental assessment and approval of new uranium mines and significant expansion to existing mines under the EPBC Act;
• (d) ensuring the physical security of nuclear materials within Australia;
• (e) approval of exports of radioactive materials including uranium; and
• (f) implementation of Safeguards Agreements35 and tracking of Australian Obligated Nuclear Materials internationally.36

35 Safeguards Agreements sets forth the rules for application of safeguard measures pursuant to Article XIX of GATT 1994. Safeguard measures are defined as "emergency" actions with respect to increased imports of particular products, where such imports have caused or threaten to cause serious injury to the importing member's domestic industry (Article 2).

36 Australian Obligated Nuclear Material means Australian uranium and nuclear material derived from it, which is subject to obligations pursuant to Australia's bilateral safeguards agreements.

The Northern Territory Government Policy

Presently, the Northern Territory Government supports the Federal Labor Party policy opposing new uranium mines being developed. However, as stated above, due to legislative arrangements in place, the Northern Territory Government must, to a significant extent, act on the advice of the Federal Minister in relation to uranium. Accordingly, the Northern Territory must act in accordance with the Federal Coalition's uranium policy, at least while the Coalition remains in government.

Federal Coalition policy has favoured uranium mining in Australia since the Coalition came to power in 1996, at which time the Labor Party's three mines policy was abandoned. It was then decided that new uranium mines could operate, albeit under strict environmental, heritage and nuclear safeguards.

Australian Federal Government Policy

Mining Policy

As set out above, the Federal Government, the policy of which has been to favour uranium mining since the Coalition came to power in 1996, effectively controls uranium mining in the Northern Territory.

If the Labor Party wins the next federal election, it will control uranium mining in the Northern Territory. The consequences of this are uncertain, as the Federal Labor Party has not made clear its policy with respect to uranium mining. It is possible that its policies may have a significant adverse effect on Alara's ability to exploit any uranium resources delineated.

Export Policy

The Federal Government maintains controls over the export of uranium through its licensing process. Uranium may only be sold and exported in accordance with the Customs (Prohibited Exports) Regulations (Cth) and the Nuclear Non-Proliferation (Safeguards) Act (Cth). Australian uranium can only be exported to countries that undertake to use it for peaceful purposes. Uranium mining itself is also extensively regulated. Complying with these laws and regulations increases the cost of exploring, drilling, developing, constructing, operating and closing mines and other production facilities. The approvals required are more rigorous than those for the mining of other metals. There is a risk that should economic deposits of uranium be discovered, the requisite government approvals may not be granted or may be significantly delayed, thereby rendering the deposits uneconomic.

The Western Australian Government Policy

The State Labor Government of Western Australia was reelected on 26 February 2006 for a further four year term on a policy prohibiting the mining of uranium in Western Australia.

The Western Australian Policy37 does not stop Alara exploring for and identifying uranium deposits in Western Australia, but it does mean that it will not be able to mine any deposit it identifies unless the present or a future Western Australian Government reverses the Western Australian Policy.

Political Risks – Possible Adverse effect on Company's Financial Position

The Federal Government has announced a preparedness to discuss the export of uranium to China and India and the establishment of a committee of enquiry into the establishment of a nuclear power industry in Australia, but there is no guarantee of a change of policy.

Investors should also note that even if there is a relaxation to the Federal Policy38, mining and exploration is still subject to the Western Australian Policy in force at the relevant time in respect of Alara's Western Australian projects. Similarly a relaxation to the Western Australian Policy still makes Alara subject to the Federal Policy in force at the relevant time.

Unless the Western Australian Policy is relaxed Alara will not be able to mine any uranium that it might find in its Western Australian projects.

If the Western Australian Policy is not relaxed in line with investors' expectations, it may have a significant adverse effect on Alara's financial position, prospects and share price. This is because the amount spent on the Western Australian projects cannot be recovered until the policy is relaxed.

Should Australian Governments at both the Federal and State level relax their current restrictive policies on the mining and export of uranium then that will create a welcome environment for junior explorers.

There can be no assurance that the above Government policies will change in the future. In addition, future changes in governments, regulations and policies may have an adverse impact on Alara.

2. COMPETITION FROM ALTERNATIVE ENERGY AND PUBLIC PERCEPTION

Nuclear energy is in direct competition with other, more conventional sources of energy which include oil, gas, coal and hydro-electricity. These conventional energy sources may be provided at lower cost resulting in a decrease in demand for uranium.

Furthermore, the growth of the nuclear power industry (with an attendant increase in the demand for uranium) beyond its current level will depend upon continued and increased acceptance of nuclear technology as a means of generating electricity. The nuclear industry is currently subject to divided public opinion due to political, technological and environmental factors. This may have an adverse impact on the demand for uranium and increase the regulation of uranium mining.

One of the arguments for nuclear energy is its substantially reduced level of carbon emissions. Alternative energy systems such as wind or solar also have very low levels, if any, of carbon emissions. Technology changes may occur that make alternative energy systems more efficient and reliable.

3. INVESTMENT IN PERU

Alara has resource projects located in Peru, South America.

Peru is a less-developed country with associated political, economic, legal and social risks. Consideration should be given to the risks associated with operating in Peru as it has an economy and legal system different from that of most developed countries.

There can be no assurance that the systems of government and the political system will remain stable. There can be no guarantee that government regulations relating to foreign investment, nationalisation of private assets, repatriation of foreign currency, taxation and the mining industry in Peru will not be enacted, amended and / or

37 Western Australia Policy means the Western Australian State Government's enunciated policy prohibiting the mining of uranium in Western Australia, being more particularly described herein.

38 Federal Policy means the Australian Federal Government's regulation of uranium mining and exploitation and policies in relation therein, being more particularly described

replaced in the future to the detriment of Alara's business and / or projects . Outcomes before courts in Peru may be less predictable than in Australia, which could affect the enforceability of contracts entered into by Alara in these countries. There can be no guarantee that civil, ethnic or military unrest will not break out in Peru in the near future.

Alara's operations may be impacted by currency fluctuations, political reforms, changes in Peruvian government policies and procedures, civil unrest, social and religious conflict and deteriorating economic conditions. The likelihood of any of these changes, and their possible effects, if any, cannot be determined by Alara with any clarity at the present time, but they may include disruption, increased costs and, in some cases, total inability to establish or to continue to operate mining exploration or development activities.

Changes to the mining law or to other government legislation and regulations in Peru, or to the division of regulatory powers between the central government and local and provincial bodies, may materially impact on the ability of Alara to operate in Peru and on the ultimate profitability of Alara's projects to be developed in Peru. In the event that an economic resource is identified in relevant projects in Peru there can be no assurance that all or any of the relevant approvals and permits necessary to conduct mining operations will be granted by the Peruvian government and other appropriate regulatory authorities.

Holding a mineral concession in Peru does not grant automatic access to the surface land. In practice, mining companies have to negotiate and enter into private agreements with landowners in order to have access to their land for purposes of conducting mining activities. There is a surface land access risk in that Alara may find that it is unable to negotiate suitable access or compensation arrangements with the local Peruvian community.(e.g. land owners, local authorities, traditional land users) which are required to be completed prior to the commencement of any mining activity.

Mining projects developed in areas of the country where there is a high index of poverty, social or community carries with it the risk of social unrest and protests where issues arise with community groups, which in extreme cases can lead to violent up-risings against the particular mining company.

The risk of terrorism activities in Peru and South America generally and the resulting impact upon relevant projects is also a relevant risk factor.

If any contracts regulating Alara's interest in relevant projects were unenforceable in whole or in part, Alara would be adversely affected to the extent of any such unenforceability. In practical terms, the enforcement of contractual rights in Peru may be difficult. Accordingly, if any party breaches its obligations under relevant contracts it may be difficult for Alara to achieve specific performance or gain satisfactory compensation. Even if Alara is able to enforce its rights, it may only be able to do so over an extended period of time and at a potentially high cost.

There are also added risks attaching to exploration and mining operations in a developing country such as Peru which are not necessarily present in a developed country which can impact on a range of factors such as sovereign risk, safety, security, costs, ability to operate, country policy, fiscal provisions and laws and can lead to delays or even the suspension of operations.

Alara has made investment and strategic decisions based on information currently available to its Directors. Should there be any material change in the political, economic, legal and social environments in Peru or South America generally, Alara's Directors may reassess investment decisions and commitments to assets in this country and region.

3.1. EXPLORATION RISK

The mineral tenements in which Alara has an interest are at various stages of exploration, and potential investors should understand that mineral exploration and development are high risk undertakings.

Mineral exploration involves significant risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome.

There can be no assurance that exploration of Alara's projects, or any other tenements that may be acquired in the future, will result in the discovery of an economic mineral deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

4. OPERATING RISK

The operations of Alara may be affected by various factors, including failure to locate or identify mineral deposits; failure to achieve predicted grades in exploration and mining; operational and technical difficulties encountered in mining; difficulties in commissioning and operating plant and equipment; mechanical failure or plant breakdown; unanticipated metallurgical problems which may affect extraction rates and costs; adverse weather conditions; industrial and environmental accidents; industrial disputes; and unexpected shortages or increases in the costs of labour, consumables, spare parts, plant and equipment.

No assurances can be given that Alara will achieve commercial viability through the successful exploration and/or mining of its tenement interests/projects in which it will have an interest. Until Alara is able to realise value from its projects, it is likely to incur ongoing operating losses.

5. MARKET RISK

If Alara achieves success leading to mineral production, the marketability of any minerals produced will be affected by numerous factors beyond the control of Alara. These factors include market fluctuations and government regulations including regulations relating to taxation, royalties, allowable production, importing and exporting of minerals and environmental protection.

6. ABILITY TO EXPLOIT SUCCESSFUL DISCOVERIES

It may not always be possible for Alara to participate in the exploitation of any successful discoveries that may be made in any areas in which Alara has an interest. Such exploitation will involve the need to obtain the necessary licences or clearances from the relevant authorities, which may require conditions to be satisfied and/or the exercise of discretions by such authorities. Further, the decision to proceed to further exploration may require the participation of other companies or individual whose interests and objectives may not be the same as Alara. Such further work may also require Alara to meet or commit to financing obligations to which it may not have planned.

7. COMMODITY PRICE VOLATILITY AND EXCHANGE RATE RISKS

If Alara achieves success leading to mineral production, the revenue it will derive through the sale of commodities exposes the potential income of Alara to commodity price and exchange rate risks.

Commodity prices fluctuate and are affected by many factors beyond the control of Alara. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other micro and macro-economic factors.

Furthermore, international prices of various commodities are mostly denominated in United States dollars, whereas the income and expenditure of Alara are and will be taken into account in Australian and potentially Peruvian currency, exposing Alara to the fluctuations and volatility of the rate of exchange between the United States dollar, the Australian dollar and the Peruvian currency (Nuevo Sol) as determined in international markets.

8. ENVIRONMENTAL RISKS

The operations and proposed activities of Alara are subject to laws and regulation in Australia and Peru concerning the environment. As with most exploration projects and mining operations, Alara's activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. Many of the activities and operations of Alara are environmentally sensitive and cannot be carried out without prior approval from and compliance with all relevant authorities.

It is Alara's intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws. However, Alara may be liable for environmental rehabilitation, damage control and losses due to risks inherent to its activities, such as accidental spills, leakages or other unforeseen circumstances. Breaches of environmental requirements could result in fines or closure of Alara's operations.

Further, Alara may require approval from the relevant authorities before it can undertake activities that are likely to impact on the environment. There can be no guarantee that such approvals will be granted. Failure to obtain such approvals will prevent Alara from undertaking its desired activities.

Alara is unable to predict the effect of additional environmental laws and regulations that may be adopted in the future, including whether any such laws or regulations would materially increase Alara's cost of doing business or effect its operations in any area.

9. CLIMATE RISKS

Adverse climatic conditions may adversely affect mining exploration and operations and cause a disruption to exploration and mineral production.

Mining operations may also require access to an adequate supply of water. There may be a requirement to identify an adequate water supply. Failure to do so may require certain production facilities to be located at a distance from mining operations requiring additional transport to the production facility and resulting in increased operating costs.

10. TITLE RISKS AND NATIVE TITLE

Certain of the tenements referred to in this Prospectus are applications awaiting grant and are not granted licences. There is a risk that these applications will not be granted.

Interests in tenements in Australia are governed by the legislation of the State in which they are located and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, Alara could lose title to, or its interest in, tenements if native title agreements are not reached, licence conditions are not met or if insufficient funds are available to meet expenditure commitments.

It is also possible that, in relation to tenements which Alara has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of Alara to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

The Directors will closely monitor the potential effect of native title claims involving tenements in which Alara has or may have an interest.

11. INSURANCE RISKS

Alara intends to adequately insure its operations in accordance with industry practice. However, in certain circumstances, Alara's insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of Alara. Insurance of all risks associated with mineral exploration and production is not always available and where available the costs can be prohibitive.

12. PAYMENT OBLIGATIONS

Under the exploration tenements and certain other contractual agreements to which Alara is or may in the future become party, Alara is or may become subject to payment and other obligations. In particular, tenement holders are required to expend the funds necessary to meet the minimum work commitments attaching to the exploration tenements. Failure to meet these work commitments will render the tenement liable to be cancelled. Further, if any contractual obligations are not compiled with when due, in addition to any other remedies which may be available to the other parties, this could result in dilution or forfeiture of interests held by Alara.

Alara may not have, or be able to obtain, financing for all such obligations as they arise.

In the future, Alara may seek to reduce its financing obligations by granting options over or farming-out part of its interest in its tenements/projects. Failure to achieve any proposed option or farm-out may affect Alara's ability to fund its further operations on its projects.

13. SHARE MARKET CONDITIONS

The price of the shares when quoted on ASX will be influenced by international and domestic factors affecting conditions in equity, financial and commodity markets. These factors may affect the general level of prices for listed securities of mining and exploration companies quoted on ASX such as Alara and are outside the control of Alara.

14. ADDITIONAL REQUIREMENTS FOR CAPITAL

Future capital requirements will depend on many factors, including Alara's exploration results. Additional funds may be needed to fully drill-out and exploit any mineralisation that may be discovered, to commence mining, to farm into, or to purchase other mining projects. The Directors will also investigate the most appropriate manner in which to obtain further funds at the relevant times.

Any additional equity financing may be dilutive to shareholders, and debt financing, if available, may involve restrictions on financing and operating activities. If Alara is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations or anticipated expansion.

15. GENERAL INVESTMENT RISKS

There is a risk that the price of shares and returns to shareholders may be affected by changes in:

• local and world economic conditions;

• interest rates;

• currency exchange risks;

• levels of tax, taxation law and accounting practice;

• government legislation or intervention;

• inflation or inflationary expectations;

• natural disasters, social upheaval or war in Australia or overseas;

• disease and heath outbreaks; and

• international hostilities and acts of terrorism,

as well as other factors beyond the control of Alara.

16. CONTRACTUAL AGREEMENTS

Alara has acquired its interest in a number of tenements through agreements with third parties. If such third parties fail to meet their obligations under such agreements (including but not limited to any funding or financing obligations), this could adversely affect Alara's ongoing operations. In addition, a number of those agreements may contemplate further agreements being executed by the parties and in particular refer to the adoption of industry accepted clauses for incorporation in such further agreements. There can be no guarantee that the parties are able to reach agreement on such further contemplated agreements.

17. INVESTMENT SPECULATIVE

The above list of risk factors ought not to be taken as exhaustive of the risks faced by Alara or by investors in Alara. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of Alara and the value of Alara's shares.

Therefore, the Alara shares to be transferred under the In Specie Distribution carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those shares.

In addition, the list of risk factors referred to above are not made in any order of priority and no emphasis should be placed on one risk factor at the expense of another simply because of its relative placement in the list referred to above.

Potential investors should therefore consider that an investment in Alara is SPECULATIVE and should consult their professional advisers before deciding whether to apply for shares.

Annexure F

RIGHTS ATTACHED TO SHARES IN ALARA URANIUM LIMITED

1. Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares (at present there are none), at meetings of shareholders of Alara:

• (a) each shareholder entitled to vote may vote in person or by proxy, attorney or representative;
• (b) on a show of hands, every person present who is a shareholder or a proxy, attorney or representative of a shareholder has one vote; and
• (c) on a poll, every person present who is a shareholder or a proxy, attorney or representative of a shareholder shall, in respect of each fully paid share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for that share.

2. Dividend Rights

Subject to the rights of holders of shares issued with special, preferential or qualified rights (at present there are none), the profits of Alara which the Directors determine to distribute by way of dividend are divisible among the holders of shares in proportion to the number of shares held by them. The Directors may also implement a dividend reinvestment plan or share bonus plan on terms they think fit.

Any general meeting, or the Directors, determining a dividend may, by resolution, direct payment of the dividend wholly or partly by the distribution of specific assets, including paid up shares in, or debentures of, or options over the shares of, Alara or any other body corporate, and the Directors must give effect to that resolution. Where a difficulty arises in regard to a distribution of specific assets in such manner, the Directors may resolve the difficulty as they see fit.

The Directors may:

• (a) fix the value for distribution of the specific assets or any part of those assets;
• (b) determine that cash payments will be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and
• (c) vest any of those specific assets in trustees;

as the Directors see fit.

3. Return Of Capital

Alara may reduce its share capital by any means allowed by the Corporations Act, subject to Alara complying with the ASX Listing Rules.

Any reduction in share capital may be made wholly or partly by way of an in specie distribution of specific assets, including paid up shares in, or debentures of, or options over the shares of, Alara or any other body corporate. The Directors may:

• (i) fix the value for distribution of the specific assets or any part of those assets;
• (ii) determine that cash payments will be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and

(iii) vest any of those specific assets in trustees;

as the Directors see fit.

Where Alara reduces its share capital by way of a distribution of shares or other securities in another body corporate:

• (a) the shareholders are deemed to have agreed to become shareholders of that corporation and are bound by the Constitution of that body corporate; and
• (b) each of the shareholders appoints Alara or any of the Directors as its agent to execute any transfer of shares or other securities, or other document required to give effect to the distribution of shares or other securities to that shareholder.

4. Transfer of Shares

Subject to the Constitution of Alara, the Corporations Act, the ASTC Settlement Rules, the ASX Listing Rules and any other laws, shares are freely transferable. Alara may decline to register a transfer of shares in limited circumstances, such as where the transfer is not in registrable form.

5. Future Increases in Capital

The allotment and issue of shares is under the control of the Directors. Subject to restrictions on the allotment of shares to Directors or their associates, the ASX Listing Rules, the Constitution of Alara and the Corporations Act, the Directors may allot or otherwise dispose of shares on such terms and conditions as they see fit.

6. Variation of Rights

Under the Corporations Act, Alara may, with the sanction of a special resolution passed at a meeting of shareholders vary or abrogate the rights attaching to shares. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of the issue of the shares of that class), whether or not Alara is being wound up, may be varied or abrogated with the consent in writing of the holders of three quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

7. Rights on Winding Up

Subject to the rights of holders of shares with special rights in a winding up (at present there are none), on a winding up of Alara all assets that may be legally distributed among members will be distributed in proportion to the number of fully paid shares held by them (and a partly paid share is counted as a fraction of a fully paid share equal to the amount paid on it, divided by the total issue price of the share).

8. Proportional Takeover Provision

The Constitution prohibits the registration of shares under a proportional takeover scheme until a resolution approving the scheme has been passed by those persons entitled to vote on it at a general meeting. These provisions will cease to have effect at the end of three years beginning on the date the Constitution was adopted (on 19 March 2007) unless renewed in accordance with the Corporations Act.

Annexure G

TERMS AND CONDITIONS OF EMPLOYEES' $2.90 OPTIONS EXPIRYING 1 MAY 2012

(Employees' options, each to acquire one fully paid ordinary share in Strike Resources Limited ABN 94 088 488 724 ("Company") at an exercise price of $2.90 with each such option expiring at 5:00pm (Perth time) on 1 MAY 2012 (subject to Non-Exercise Periods and Vesting conditions described below).

SUMMARY

• 1. Exercise price of $2.90;
• 1. After they have vested, exercisable at any time on or before 1 May 2012 (the Option Expiry Date);
• 1. The options will vest as follows:
  • (a) One-third options issued to each Employee will vest on 1 November 2007 (which options may therefore be exercised at any time prior to the Option Expiry Date);
  • (b) One-third options issued to each Employee will vest on 1 November 2008 (which options may therefore be exercised at any time thereafter and prior to the Option Expiry Date); and
  • (c) One-third options issued to each Employee will vest on 1 November 2009 (which options may therefore be exercised at any time thereafter and prior to the Option Expiry Date).
• 1. The options will lapse immediately upon the occurrence of any of the circumstances described below:

exercised	Where options are vested and therefore able to be		Where options are not vested (and therefore unable tobe exercised)
(a)(b)	Upon the Option Expiry DateUpon determination by the Board that the Employeehas acted fraudulently, dishonestly or in breach of his	(a)(b)	Upon the Option Expiry DateUpon determination by the Board that theEmployee has acted fraudulently, dishonestly or in
(c)	obligations to the CompanyUpon the Employee ceasing to be a Employee of theCompany(forwhateverreasonincludingbyretrenchment, redundancy or retirement) and has notexercised the option within thirty days following thatevent (unless a longer period is otherwise determinedby the Board)	(c)(d)	breach of his obligations to the CompanyUpon the Employee ceasing to be a Employee ofthe Company (for whatever reason including byretrenchment, redundancy or retirement)Upon the death, permanent illness or permanentphysical or mental incapacity of a Employee
(d)	6 months after the death, permanent illness orpermanent physical or mental incapacity of aEmployee (unless a longer period is otherwisedetermined by the Board)

The options are issued on the following TERMS AND CONDITIONS:

1. Nil Consideration Payable

No subscription or application monies will be payable for the issue of each option ("Option").

2. Entitlement

Each Option shall entitle the holder (the "Option Holder") to subscribe (in cash) for one (1) fully paid ordinary share ("Share") in the capital of Strike Resources Limited ACN 088 488 724 ("Company") at an exercise price of $2.90 ("Exercise Price"). The Options will not be quoted on the ASX.

3. Option Period

Each Option will expire on 1 May 2012 (such date being referred to as the "Option Expiry Date"). Subject to Clauses 4, 5 and 9 hereof, each Option may be exercised by the Option Holder at any time prior to the Option Expiry Date and any Option not so exercised shall automatically expire on the Option Expiry Date.

4. Non-Exercise Periods

Options may only be exercised after they have vested. The Options will vest ("Vested Options") as follows:-

• 4.1 One-third of the Options issued to each Option Holder will vest on 1 November 2007 (which Options may therefore be exercised at any time prior to the Option Expiry Date);
• 4.2 One-third of the Options issued to each Option Holder will vest on 1 November 2008 (which Options may therefore be exercised at any time thereafter and prior to the Option Expiry Date); and

4.3 One-third of the Options issued to each Option Holder will vest on 1 November 2009 (which Options may therefore be exercised at any time thereafter and prior to the Option Expiry Date).

5. Lapsing of Options Prior to Option Expiry Date

Option will lapse prior to the Option Expiry Date in the circumstances described below:

• 5.1 Where Options are able to be exercised (that is, Options have vested under Clause 4):

  • 5.1.1 Upon determination by the Board that the Employee Option Holder has acted fraudulently, dishonestly or in breach of his obligations to the Company;
  • 5.1.2 Upon the Employee Option Holder ceasing to be a Employee of the Company (for whatever reason including by retrenchment, redundancy or retirement) and not exercising the option within thirty days following that event (unless a longer period is otherwise determined by the Board); or
  • 5.1.3 6 months after the death, permanent illness or permanent physical or mental incapacity of the Employee Option Holder (unless a longer period is otherwise determined by the Board).

• 5.2 Where Options have not vested in accordance with Clause 4:

• 5.2.1 Upon determination by the Board that the Employee Option Holder has acted fraudulently, dishonestly or in breach of his obligations to the Company;

• 5.2.2 Upon the Employee Option Holder ceasing to be a Employee of the Company (for whatever reason including by retrenchment, redundancy or retirement); or

• 5.2.3 Upon the death, permanent illness or permanent physical or mental incapacity of a Employee Option Holder.

5.3 "Employee Option Holder" means:

• 5.3.1 the Option Holder (being a Employee of the Company at the date of issue) if the Option has not been transferred under clause 8 or;
• 5.3.2 the original Option Holder (being a Employee of the Company at the date of issue) if the Option has been transferred under clause 8.

6. Ranking of Share Issued on Exercise of Option

Each Share issued as a result of the exercise of an Option will, subject to the Constitution of the Company, rank in all respects equally with all of the existing Shares in the capital of the Company on issue at the date of issue.

7. Notification to Option Holders

The Option Holder will be entitled to receive, and will be sent, all reports, accounts and notices required to be given to the members of the Company but will not be entitled to attend or vote at any meeting of the members of the Company unless they are, in addition to being an Option Holder, members of the Company.

8. Dealings in Options

• 8.1 Save as provided in clause 8.2, the Option Holder may not sell, transfer, assign, mortgage or otherwise encumber an Option, unless agreed in writing by the Board and subject to any applicable law and the ASX Listing Rules.
• 8.2 The Option Holder may at any time transfer all or any of their Vested Options (that is, Options which are able to be exercised under Clause 4) to a spouse of the Option Holder, to a company in which the Option Holder or the spouse of the Option Holder are shareholders, or to a trustee of a trust in which the Option Holder or the spouse of the Option Holder have a beneficial interest, subject to any applicable law and the ASX Listing Rules.

9. Method of Exercise of an Option

• 9.1 A certificate or holding statement will be issued by the Company with respect to Options held by an Option Holder. Attached to or endorsed on the reverse side of each certificate or holding statement will be a notice that is to be completed by an Option Holder when exercising the Options the subject of the certificate or holding statement ("Notice of Exercise of Options"). Vested Options may be exercised by the Option Holder completing the Notice of Exercise of Options and forwarding the same to the Secretary of the Company. The Notice of Exercise of Options must state the number of Vested Options exercised and the consequent number of ordinary Shares in the capital of the Company to be issued; which number of Vested Options must be a multiple of 1,000 if only part of the Option Holders total Vested Options are exercised, or if the total number of Vested Options held by an Option Holder is less than 1,000, then the total of all Vested Options held by that Option Holder must be exercised.

• 9.2 The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant number of Shares being subscribed, being an amount equal to the Exercise Price per Share.

• 9.3 Subject to Clause 9.1 hereof, the exercise of less than all of an Option Holders Vested Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holders entitlement under the Option Holders remaining Options (when vested).

• 9.4 On exercise of Vested Options, the Option Holder must surrender to the Company the Option Holders option certificate or holding statement with respect to those Options being exercised.

• 9.5 If the Option Holder exercises less than the total number of Vested Options then registered in the Option Holders name:

  • 9.5.1 the Option Holder must surrender the option certificate or holding statement with respect to the Option Holders Options to the Company; and
  • 9.5.2 the Company must cancel that option certificate or holding statement and issue to the Option Holder a new certificate or holding statement with respect to the balance of the Option Holders unexercised Options.

• 9.6 Within 14 days from the date the Option Holder properly exercises Vested Options held by the Option Holder, the Company shall issue to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.

• 9.7 The Company will (subject to any escrow restrictions imposed by the ASX) within three (3) business days from the date of issue and allotment of Shares pursuant to the exercise Vested Options, apply to the ASX for, and use its best endeavours to obtain, Official Quotation of all such Shares, in accordance with the Corporations Act and the Listing Rules of the ASX.

10. Reconstruction

In the event of a reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company, the rights of the Option Holder will be treated in the manner set out in the ASX Listing Rules applying to reconstructions at that time.

11. Participation in New Share Issues

There are no participating rights or entitlements inherent in the Options to participate in any new issues of capital which may be made or offered by the Company to its Shareholders from time to time prior to the Option Expiry Date unless and until the Options are exercised. The Company will ensure that during the exercise period of the Options, the record date for the purposes of determining entitlements to any new such issue, will be at least 9 Business Days after such new issues are announced in order to afford the Option Holder an opportunity to exercise any Vested Options then held by the Option Holder.

12. Change of Options Exercise Price or Number of Underlying Shares

• 12.1 If the Company makes a pro rata issue (except a bonus issue) to the holders of ordinary Shares, the exercise price of each Option shall be adjusted in accordance with the provisions of the Listing Rules of the ASX. No change will be made pursuant to the application of the above formula to the number of Shares to which the Option Holder is entitled.
• 12.2 If the Company makes a bonus issue of Shares or other securities convertible into ordinary Shares pro rata to holders of ordinary Shares the number of Shares issued on exercise of each Option will include the number of bonus Shares that would have been issued if the Option had been exercised by the Option Holder prior to the books closing date for bonus Shares. No change will be made in such circumstances to the exercise price of each Option.

Annexure H

TERMS AND CONDITIONS OF EMPLOYEE'S $2.90 OPTIONS EXPIRYING 5 SEPTEMBER 2012

200,000 Options, each to acquire one fully paid ordinary share in Strike Resources Limited ABN 94 088 488 724 (Company) at an Exercise Price of $2.90 per Option with each Option expiring at 5:00pm (Perth time) on 5 September 2012 (on the terms and conditions, including as to Non-Exercise Periods and Vesting of the Options, which are described below.

SUMMARY

• 1. Exercise price of $2.90 per Option;
• 1. After they have vested, Options are exercisable at any time thereafter and expire 5:00pm (Perth time) on 5 September 2012 (the Option Expiry Date);
• 1. The Options will vest as follows:
  • (a) 65,000 Options will vest on successful completion of the Employee's probationary employment period (or trial period) as determined by the Company in its sole and absolute discretion (which Options may therefore be exercised at any time thereafter up to and including the Option Expiry Date) (Tranche 1);
  • (b) 65,000 Options will vest 6 months after Tranche 1 Options have vested to the Employee (which Options may therefore be exercised at any time after they have vested up to and including the Option Expiry Date) (Tranche 2); and
  • (c) 70,000 Options will vest 6 months after Tranche 2 Options have vested to the Employee (which Options may therefore be exercised at any time after they have vested up to and including the Option Expiry Date).
• 1. The Options will lapse immediately upon the occurrence of any of the circumstances described below:

Where Options are vested and therefore able to be exercised		Where Options are not vested (and therefore unable to beexercised)
(a)	Upon determination by the board of directors of Strike(the Board) that the Employee has acted fraudulently,	(a)	Upon the Employee not successfully completing hisprobationary employment period;
dishonestly or in breach of his obligations to theEmployer;	(b)	Upon determination by the Board that the Employeehas acted fraudulently, dishonestly or in breach of his
	(b)Upon the Employee ceasing to be an employee of the		obligations to the Company;
Employer(forwhateverreasonincludingbyretrenchment, redundancy or retirement) and has notexercised the Options within thirty days following that	(c)	Upon the Employee ceasing to be an employee of theEmployer(forwhateverreasonincludingbyretrenchment, redundancy or retirement);
event (unless a longer period is otherwise determined bythe Board);		(d)	Upon the death, permanent illness or permanent
(c)	6 months after the death, permanent illness or permanent		physical or mental incapacity of the Employee
physical or mental incapacity of the Employee (unless alonger period is otherwise determined by the Board);		(e)	Upon the Option Expiry Date.
(d)	Upon the Option Expiry Date.

The Options are issued on the following TERMS AND CONDITIONS:

1. Nil Consideration Payable

No subscription or application monies will be payable for the issue of each option ("Option").

2. Entitlement

• 2.1 Each Option shall entitle the holder (the "Option Holder") to subscribe (in cash) for one (1) fully paid ordinary share ("Share") in the capital of Strike Resources Limited ACN 088 488 724 ("Company") at an exercise price of $2.90 ("Exercise Price"). The Options will not be quoted on the ASX.
• 2.2 "Employee Option Holder" or "Employee" means:
  • 2.2.1 the Option Holder (being an employee of the Employer as at the date of issue) if the Option has not been transferred under clause 8 or;
  • 2.2.2 the original Option Holder (being an employee of the Employer as at the date of issue) if the Option has been transferred under clause 8.
• 2.3 "Employer" means the Company and/or a subsidiary of the Company and/or a company under the control of the Company as the case may be.

3. Option Period

Each Option will expire on 5:00pm (Perth Time) on 5 September 2012 (such date being referred to as the "Option Expiry Date"). Subject to Clauses 4, 5 and 9 hereof, each Option may be exercised by the Option Holder at any time after it has vested and prior to the Option Expiry Date and any Option not so exercised shall automatically expire on the Option Expiry Date.

4. Non-Exercise Periods

Options may only be exercised after they have vested. The Options will vest ("Vested Options") as follows:-

• 4.1 65,000 Options issued to the Option Holder will vest on the date of the Employer confirming (in its sole and absolute discretion) successful completion of the Employee's probationary employment period (or trial period) (which Options may therefore be exercised at any time thereafter prior to the Option Expiry Date) ("Tranche 1");
• 4.2 65,000 Options issued to the Option Holder will vest on a date being 6 months after the date of vesting of the Tranche 1 Options (which Options may therefore be exercised at any time after they have vested and prior to the Option Expiry Date) ("Tranche 2"); and
• 4.3 70,000 Options issued to the Option Holder will vest on a date being 6 months after the date of vesting of the Tranche 2 Options (which Options may therefore be exercised at any time after they have vested and prior to the Option Expiry Date) ("Tranche 3").

5. Lapsing of Options Prior to Option Expiry Date

Option will lapse prior to the Option Expiry Date in the circumstances described below:

• 5.1 Where Options are able to be exercised (that is, Options have vested under Clause 4):
  • 5.1.1 Upon determination by the Board that the Employee Option Holder has acted fraudulently, dishonestly or in breach of his obligations to the Employer;
  • 5.1.2 Upon the Employee Option Holder ceasing to be an employee of the Employer (for whatever

reason including by retrenchment, redundancy or retirement) and not exercising the option within thirty days following that event (unless a longer period is otherwise determined by the Board); or

• 5.1.3 6 months after the death, permanent illness or permanent physical or mental incapacity of the Employee Option Holder (unless a longer period is otherwise determined by the Board).
• 5.2 Where Options have not vested in accordance with Clause 4:
  • 5.2.1 Upon the Employer confirming unsuccessful completion of the Employee's probationary employment period;
  • 5.2.2 Upon determination by the Board that the Employee Option Holder has acted fraudulently, dishonestly or in breach of his obligations to the Employer;
  • 5.2.3 Upon the Employee Option Holder ceasing to be a Employee of the Employer (for whatever reason including by retrenchment, redundancy or retirement); or
  • 5.2.4 Upon the death, permanent illness or permanent physical or mental incapacity of a Employee Option Holder.

6. Ranking of Share Issued on Exercise of Option

Each Share issued as a result of the exercise of an Option will, subject to the Constitution of the Company, rank in all respects equally with all of the existing Shares in the capital of the Company on issue at the date of issue.

7. Notification to Option Holders

The Option Holder will be entitled to receive, and will be sent, all reports, accounts and notices required to be given to the members of the Company but will not be entitled to attend or vote at any meeting of the members of the Company unless they are, in addition to being an Option Holder, members of the Company.

8. Dealings in Options

8.1 The Option Holder may not sell, transfer, assign, mortgage or otherwise encumber an Option, unless agreed in writing by the Board and subject to any applicable law and the ASX Listing Rules.

9. Method of Exercise of an Option

• 9.1 A certificate will be issued by the Company with respect to Options held by the Option Holder. Attached to or endorsed on the reverse side of each certificate will be a notice that is to be completed by the Option Holder when exercising the Options the subject of the certificate ("Notice of Exercise of Options"). Vested Options may be exercised by the Option Holder completing the Notice of Exercise of Options and forwarding the same to the Secretary of the Company. The Notice of Exercise of Options must state the number of Vested Options exercised and the consequent number of ordinary Shares in the capital of the Company to be issued; which number of Vested Options must be a multiple of 1,000 if only part of the Option Holders total Vested Options are exercised, or if the total number of Vested Options held by an Option Holder is less than 1,000, then the total of all Vested Options held by that Option Holder must be exercised.

• 9.2 The Notice of Exercise of Options by the Option Holder must be accompanied by payment in full for the relevant number of Shares being subscribed, being an amount equal to the Exercise Price per Share.

• 9.3 Subject to Clause 9.1 hereof, the exercise of less than all of an Option Holders Vested Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holders entitlement under the Option Holders remaining Options (when vested).

• 9.4 On exercise of Vested Options, the Option Holder must surrender to the Company the Option Holders option certificate with respect to those Options being exercised.

• 9.5 If the Option Holder exercises less than the total number of Vested Options then registered in the Option Holders name:

• 9.5.1 the Option Holder must surrender the option certificate with respect to the Option Holders Options to the Company; and

• 9.5.2 the Company must cancel that option certificate and issue to the Option Holder a new certificate with respect to the balance of the Option Holders unexercised Options.

• 9.6 Within 14 days from the date the Option Holder properly exercises Vested Options held by the Option Holder, the Company shall issue to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.

• 9.7 The Company will (subject to any escrow restrictions imposed by the ASX) within three (3) business days from the date of issue and allotment of Shares pursuant to the exercise of Vested Options, apply to the ASX for, and use its best endeavours to obtain, Official Quotation of all such Shares, in accordance with the Corporations Act and the Listing Rules of the ASX.

10. Reconstruction

In the event of a reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company, the rights of the Option Holder will be treated in the manner set out in the ASX Listing Rules applying to reconstructions at that time.

11. Participation in New Share Issues

There are no participating rights or entitlements inherent in the Options to participate in any new issues of capital which may be made or offered by the Company to its Shareholders from time to time prior to the Option Expiry Date unless and until the Options are exercised. The Company will ensure that during the exercise period of the Options, the record date for the purposes of determining entitlements to any new such issue, will be at least 9 Business Days after such new issues are announced in order to afford the Option Holder an opportunity to exercise any Vested Options then held by the Option Holder.

12. Change of Options Exercise Price or Number of Underlying Shares

• 12.1 If the Company makes a pro rata issue (except a bonus issue) to the holders of ordinary Shares, the exercise price of each Option shall be adjusted in accordance with the provisions of the Listing Rules of the ASX. No change will be made pursuant to the application of the above formula to the number of Shares to which the Option Holder is entitled.
• 12.2 If the Company makes a bonus issue of Shares or other securities convertible into ordinary Shares pro rata to holders of ordinary Shares the number of Shares issued on exercise of each Option will include the number of bonus Shares that would have been issued if the Option had been exercised by the Option Holder prior to the books closing date for bonus Shares. No change will be made in such circumstances to the exercise price of each Option.

13. Immediate Vesting

Where:

• 13.1 a takeover bid is made for the Company under the Corporations Act 2001;
• 13.2 a Court orders that a meeting of shareholders of the Company be held to consider a scheme of arrangement involving the Company under the Corporations Act 2001; or
• 13.3 some other transaction has occurred, or is likely to occur, which involves a change of control of the Company,

any Option that has not become vested in accordance with clause 4 will immediately become vested on, and may be exercised on and from, the date of such vesting until 5.00pm on the Option Expiry Date (subject to lapse in accordance with these terms of issue).

14. Governing Law

These terms and conditions are governed by the laws in force in Western Australia and the Option Holder, Employee and the Company submit to the exclusive jurisdiction of the courts of Western Australia.

Annexure I

TERMS AND CONDITIONS OF OPTIONS TO BE ISSUED TO DIRECTORS THE SUBJECT OF RESOLUTION 6

1. Nil Consideration Payable

No subscription or application monies will be payable for the issue of each option ("Option").

2. Entitlement

Each Option shall entitle the holder (the "Option Holder") to subscribe (in cash) for one (1) fully paid ordinary share ("Share") in the capital of Strike Resources Limited ACN 088 488 724 ("Company") at an exercise price equal to the greater of $4.00 or 133% of the volume weighted average share price of the Company's shares traded on the Australian Securities Exchange ("ASX") in the 5 trading days up (and excluding) the issue date (rounded down to the nearest whole cent) ("Exercise Price").

The Options will not be quoted on the ASX.

3. Option Period

Each Option will expire on the fifth anniversary of the date of issue of such Option (such date being referred to as the "Option Expiry Date"). Subject to Clauses 4, 5 and 9 hereof, each Option may be exercised by the Option Holder at any time prior to the Option Expiry Date and any Option not so exercised shall automatically expire on the Option Expiry Date.

4. Non-Exercise Periods

Options may only be exercised after they have vested. The Options will vest ("Vested Options") as follows:-

• 4.1 50% of the Options issued to each Option Holder will vest at the date of issue of the Options (which Options may therefore be exercised at any time prior to the Option Expiry Date); and
• 4.2 50% of the Options issued to each Option Holder will vest at the date being 12 months after their date of issue (which Options may therefore be exercised at any time thereafter and prior to the Option Expiry Date).

5. Lapsing of Options Prior to Option Expiry Date

Option will lapse prior to the Option Expiry Date in the circumstances described below:

• 5.1 Where Options are able to be exercised (that is, Options have vested under Clause 4):

  • 5.1.1 Upon determination by the Board that the Director Option Holder has acted fraudulently, dishonestly or in breach of his obligations to the Company;
  • 5.1.2 Upon the Director Option Holder ceasing to be a director of the Company (for whatever reason including by retrenchment, redundancy or retirement) and not exercising the option within 6 months following that event (unless a longer period is otherwise determined by the Board); or

• 5.1.3 12 months after the death, permanent illness or permanent physical or mental incapacity of the Director Option Holder (unless a longer period is otherwise determined by the Board).

• 5.2 Where Options have not vested in accordance with Clause 4:

  • 5.2.1 Upon determination by the Board that the Director Option Holder has acted fraudulently, dishonestly or in breach of his obligations to the Company;
  • 5.2.2 Upon the Director Option Holder ceasing to be a director of the Company (for whatever reason including by retrenchment, redundancy or retirement); or
  • 5.2.3 Upon the death, permanent illness or permanent physical or mental incapacity of a Director Option Holder.

• 5.3 "Director Option Holder" means:

  • 5.3.1 the Option Holder (being a Director of the Company at the date of issue) if the Option has not been transferred under clause 8 or;
  • 5.3.2 the original Option Holder (being a Director of the Company at the date of issue) if the Option has been transferred under clause 8.

6. Ranking of Share Issued on Exercise of Option

Each Share issued as a result of the exercise of an Option will, subject to the Constitution of the Company, rank in all respects equally with all of the existing Shares in the capital of the Company on issue at the date of issue.

7. Notification to Option Holders

The Option Holder will be entitled to receive, and will be sent, all reports, accounts and notices required to be given to the members of the Company but will not be entitled to attend or vote at any meeting of the members of the Company unless they are, in addition to being an Option Holder, members of the Company.

8. Dealings in Options

• 8.1 Save as provided in clause 8.2, the Option Holder may not sell, transfer, assign, mortgage or otherwise encumber an Option, unless agreed in writing by the Board and subject to any applicable law and the ASX Listing Rules.
• 8.2 The Option Holder may at any time transfer all or any of their Vested Options (that is, Options which are able to be exercised under Clause 4) to a spouse of the Option Holder, to a company in which the Option Holder or the spouse of the Option Holder are shareholders, or to a trustee of a trust in which the Option Holder or the spouse of the Option Holder

have a beneficial interest, subject to any applicable law and the ASX Listing Rules.

9. Method of Exercise of an Option

• 9.1 A certificate or holding statement will be issued by the Company with respect to Options held by an Option Holder. Attached to or endorsed on the reverse side of each certificate or holding statement will be a notice that is to be completed by an Option Holder when exercising the Options the subject of the certificate or holding statement ("Notice of Exercise of Options"). Vested Options may be exercised by the Option Holder completing the Notice of Exercise of Options and forwarding the same to the Secretary of the Company. The Notice of Exercise of Options must state the number of Vested Options exercised and the consequent number of ordinary Shares in the capital of the Company to be issued; which number of Vested Options must be a multiple of 1,000 if only part of the Option Holders total Vested Options are exercised, or if the total number of Vested Options held by an Option Holder is less than 1,000, then the total of all Vested Options held by that Option Holder must be exercised.
• 9.2 The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant number of Shares being subscribed, being an amount equal to the Exercise Price per Share.
• 9.3 Subject to Clause 9.1 hereof, the exercise of less than all of an Option Holders Vested Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holders entitlement under the Option Holders remaining Options (when vested).
• 9.4 On exercise of Vested Options, the Option Holder must surrender to the Company the Option Holders option certificate or holding statement with respect to those Options being exercised.
• 9.5 If the Option Holder exercises less than the total number of Vested Options then registered in the Option Holders name:
  • 9.5.1 the Option Holder must surrender the option certificate or holding statement with respect to the Option Holders Options to the Company; and
  • 9.5.2 the Company must cancel that option certificate or holding statement and issue to the Option Holder a new certificate or holding statement with respect to the balance of the Option Holders unexercised Options.
• 9.6 Within 14 days from the date the Option Holder properly exercises Vested Options held by the Option Holder, the Company shall issue to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.
• 9.7 The Company will (subject to any escrow restrictions imposed by the ASX) within three (3) business days from the date of issue and allotment of Shares pursuant to the exercise Vested Options, apply to the ASX for, and use its best endeavours to obtain, Official

Quotation of all such Shares, in accordance with the Corporations Act and the Listing Rules of the ASX.

10. Reconstruction

In the event of a reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, the rights of the Option Holder will be treated in the manner set out in the ASX Listing Rules applying to reconstructions at that time.

11. Participation in New Share Issues

There are no participating rights or entitlements inherent in the Options to participate in any new issues of capital which may be made or offered by the Company to its Shareholders from time to time prior to the Option Expiry Date unless and until the Options are exercised. The Company will ensure that during the exercise period of the Options, the record date for the purposes of determining entitlements to any new such issue, will be at least 9 Business Days after such new issues are announced in order to afford the Option Holder an opportunity to exercise any Vested Options then held by the Option Holder.

12. Change of Options Exercise Price or Number of Underlying Shares

12.1 If the Company makes a pro rata issue (except a bonus issue) to the holders of ordinary Shares, the exercise price of each Option shall be adjusted in accordance with the provisions of the Listing Rules of the ASX. No change will be made pursuant to the application of the above formula to the number of Shares to which the Option Holder is entitled.

If the Company makes a bonus issue of Shares or other securities convertible into ordinary Shares pro rata to holders of ordinary Shares the number of Shares issued on exercise of each Option will include the number of bonus Shares that would have been issued if the Option had been exercised by the Option Holder prior to the books closing date for bonus Shares. No change will be made in such circumstances to the exercise price of each Option.

13. Immediate Vesting

Where:

• 13.1 a takeover bid is made for the Company under the Corporations Act 2001;
• 13.2 a Court orders that a meeting of shareholders of the Company be held to consider a scheme of arrangement involving the Company under the Corporations Act 2001; or
• 13.3 some other transaction has occurred, which involves a change of control of the Company or a change in the composition of the majority of the Board of the Company at that time,

any Option that has not become vested in accordance with clause 4 will immediately become vested on, and may be exercised on and from, the date of such vesting until 5.00pm on the Option Expiry Date (subject to lapse in accordance with these terms of issue).

Annexure J

Nomination from a shareholder for the appointment of BDO Kendalls Audit & Assurance (WA) A.B.N. 79 112 284 787 as Auditor the subject of Resolution 7

22 October 2007

The Company Secretary Strike Resources Limited Level 14, The Forrest Centre 221 St Georges Terrace Perth WA 6000

Dear Sirs

NOMINATION OF BDO KENDALLS AUDIT & ASSURANCE (WA) PTY LTD AS AUDITOR OF STRIKE RESOURCES LIMITED

We, Orion Equities Limited, being a shareholder of Strike Resources Limited, hereby nominate BDO Kendalls Audit & Assurance (WA) Pty Ltd of 128 Hay Street, Subiaco, Western Australia, for appointment as auditor of Strike Resources Limited at its 2007 Annual General Meeting.

We consent to the distribution of a copy of this notice of nomination as an annexure to the Notice of Annual General Meeting and Explanatory Statement of Strike Resources Limited as required by section 328B (3) of the Corporations Act 2001 (Cth).

Executed by Orion Equities Limited in accordance with its constitution,

Director Director

TIME AND PLACE OF AGM AND HOW TO VOTE

Venue

The AGM of the shareholders of Strike Resources Limited will be held at:

Fremantle Room Parmelia Hilton Hotel 14 Mill Street Perth, Western Australia

commencing 3:45 pm (Perth time) Friday, 30 November 2007

How to Vote

You may vote by attending the meeting in person, by proxy or by authorised representative.

Voting in Person

To vote in person, attend the 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 with this Notice of AGM as soon as possible and either:

• send the proxy by facsimile to the Company on facsimile number (08) 9322 1515;
• post the proxy to Strike Resources Limited, REPLY PAID 83399, Perth, Western Australia 6000; or
• deliver the proxy to the registered office of the Company at Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western Australia 6000.

so that it is received by the Company not later than 3:45 pm (Perth time) on Wednesday, 28 November 2007.

Your proxy form is enclosed.

Bodies corporate

A body corporate may appoint an individual as its authorised corporate representative to exercise any of the powers the body may exercise at meetings of a company's shareholders. A properly executed original (or certified copy) of an appropriate "Appointment of Corporate Representative" should be produced for admission to the meeting. Previously lodged Appointments of Corporate Representative will be disregarded by the Company.

Powers of Attorney

A person appearing as Power of Attorney for a shareholder should produce a properly executed original (or certified copy) of an appropriate Power of Attorney for admission to the meeting. Previously lodged Powers of Attorney will be disregarded by the Company.

Voting Entitlement

In accordance with section 1074E(2)(g)(i) of the Corporations Act 2001 (Cth) and regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the AGM all shares in the Company will be taken to be held by the persons who held them as registered shareholders at 5 pm (Perth time) on 28 November 2007 (Voting Entitlement Time). Subject to the voting exclusions noted below, all holders of shares in the Company as at the Voting Entitlement Time will be entitled to vote at the AGM.

ASX Code: SRK

Strike Resources Limited A.C.N. 088 488 724

Level 14, The Forrest Centre 221 St Georges Terrace Perth, Western Australia 6000

T | (08) 9214 9700 F | (08) 9322 1515 E | info@strikersources.com.au W | www.strikeresources.com.au

Registered Office: Share Registry: Advanced Share Registry Services 110 Stirling Highway Perth, Western Australia 6009

T | (08) 9389 8033 F | (08) 9389 7871 E | admin@advancedshare.com.au W | www.asrshareholders.com

PROXY FORM

Strike Resources Limited A.B.N. 94 088 488 724

www.strikeresources.com.au Email: info@strikeresources.com.au

PLEASE RETURN TO: The Company Secretary Strike Resources Limited Level 14, The Forrest Centre 221 St Georges Terrace, Perth WA 6000 Enquiries: (08) 9214 9700 Facsimile: (08) 9322 1515

Name4 Name5 Name6

Name1 Holder Reference: {HIN_SRN} Name2 Shares held as at 26 October 2007: {BAL} Name3 Current Election to Receive Hard-Copy Annual Report: {}

A. Appointment of Proxy

I/We being a member/s of Strike Resources Limited and entitled to attend and vote hereby appoint

"X")

	The	Chairman	of	the
†		Meeting (mark with an

(If you have appointed the Chairman of the Meeting to exercise your proxy, by marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of a particular resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. The Chairman intends to vote all Chairman's Open Proxies in favour of all resolutions.)

OR Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

or failing the person named, or if no person 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 directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Strike Resources Limited to be held in the Fremantle Room, at Parmelia Hilton Hotel, 14 Mill Street, Perth, Western Australia at 3:45 pm (Perth time) on Friday, 30 November 2007 and at any adjournment of such Annual General Meeting

B. Voting directions to your proxy – please mark ⌧ to indicate your directions

	For	Against	Abstain*
Approve Reduction Of Capital
Re-elect Malcolm Richmond as director
Re-elect Victor Ho as director
Ratify Issue of Options To Employee
Approve Amendment to Terms of Existing Directors' andEmployees' Options
Approve Issue of Options to Directors
Appointment of New Auditor
Adoption of Remuneration Report
Ratify $15.12 Million Share Placement
	RESOLUTION

If two proxies are being appointed, the proportion of voting rights this proxy represents is: %

I×۰,

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

C. Change of Address and Annual Report Elections (refer notes 1 and 2 overleaf)

Mark this box with an 'X' if you want to make any changes to your address details

Mark this box with an 'X if you wish to receive a printed Annual Report by post

Mark this box with an 'X if you wish to receive an electronic Annual Report by email and specify your email address below

D. PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf

Individual or Shareholder 1 Joint Shareholder 2 Joint Shareholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name Contact Daytime Telephone Date

Email

INSTRUCTIONS FOR COMPLETING PROXY FORM

1. Change of Address

Your pre-printed name and address is as it appears on the share register of Bentley International Limited. If this information is incorrect, please mark the box at Section C of the proxy form and make the correction at the top of the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Annual Report Elections

The Australian Government recently introduced legislation changing the default option for receiving annual reports. Companies are no longer required to mail out printed annual reports to shareholders. Instead, shareholders can now make an election as follows:

• (a) make a written request for a hard copy annual report to be mailed to you; or
• (b) make a written request for an electronic copy of the annual report to be emailed to you.

If you wish to update your annual report elections, please complete Section C of the Proxy Form.

• 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.
• 1. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment do not specify this proportion, each proxy may exercise half of the votes.
• 1. A proxy need not be a shareholder of the Company.
• 1. 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.
• 1. If a representative of a company shareholder is to attend the meeting, a properly executed original (or certified copy) of the appropriate 'Appointment of Corporate Representative' should be produced for admission to the meeting. Previously lodged Appointments of Corporate Representative will be disregarded by the Company.
• 1. If a representative as Power of Attorney of a shareholder is to attend the meeting, a properly executed original (or certified copy) of an appropriate Power of Attorney should be produced for admission to the meeting. Previously lodged Powers of Attorney will be disregarded by the Company.

9. Signing Instructions

You must sign this form as follows in the spaces provided:

Individual:	Where the holding is in one name, the holder must sign.
Joint Holding:	Where the holding is in more than one name, all of the shareholders should sign.
Power of Attorney:	If you are signing under a Power of Attorney, you must lodge an original or certifiedphotocopy of the appropriate Power of Attorney with your completed Proxy Form.
Companies:	Where the company has a Sole Director who is also the Sole Company Secretary, thisform must be signed by that person.
	If the company (pursuant to section 204A of the Corporations Act 2001) does not have aCompany 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 indicate the office held by signing in the appropriate place.

10. Lodgment of a Proxy

This Proxy Form (and the original or certified copy of any Power of Attorney under which it is signed) must be received at the address below not later than 3:45 pm (Perth time) on 28 November 2007 (48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the meeting.

Proxy Forms may be lodged by posting, delivery or facsimile to the address below:

Strike Resources Limited	Strike Resources Limited	By Facsimile: (08) 9322 1515
REPLY PAID 83399	Level 14, The Forrest Centre
Perth WA 6000	221 St Georges Terrace
	Perth Western Australia 6000

A.B.N. 94 088 488 724

PROSPECTUS

FOR AN OFFER TO TRANSFER ALARA URANIUM LIMITED (ALARA) SHARES TO STRIKE RESOURCES LIMITED (STRIKE) SHAREHOLDERS PURSUANT TO AN IN SPECIE DISTRIBUTION OF 16 MILLION ALARA SHARES THE SUBJECT OF STRIKE SHAREHOLDER APPROVAL IN THE NOTICE OF ANNUAL GENERAL MEETING DATED 22 OCTOBER 2007

This Prospectus accompanies a Notice of Annual General Meeting and Explanatory Statement dated 22 October 2007 for an Annual General Meeting of Strike to be held on 30 November 2007 to consider, amongst other matters, a resolution for a reduction of capital by the in specie distribution of 16 million Shares in Alara to eligible Strike Shareholders.

IMPORTANT NOTICE

This Prospectus is important and requires your immediate attention. You should read this Prospectus in its entirety and consult their professional advisers in respect of the contents of this Prospectus.

The Directors consider the Alara Shares offered to be transferred under this Prospectus to be speculative.

This Prospectus is a short form prospectus issued with Section 712 of the Corporations Act. This Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type but refers to another document the information of which is deemed to be incorporated in this Prospectus.

No securities are offered for subscription under this Prospectus.

TABLE OF CONTENTS

SECTION 1.	TIMETABLE AND IMPORTANT DATES 3
SECTION 2.	DETAILS OF THE OFFER3
SECTION 3.	INFORMATION DEEMED TO BE INCORPORATED IN THIS PROSPECTUS4
SECTION 4.	ASX ANNOUNCEMENTS9
SECTION 5.	UPDATE ON ALARA URANIUM LIMITED 12
SECTION 6.	RIGHTS ATTACHED TO SHARES IN ALARA URANIUM LIMITED 13
SECTION 7.	RISK FACTORS ASSOCIATED WITH INVESTMENT IN ALARA URANIUM LIMITED 15
SECTION 8.	ADDITIONAL INFORMATION 21
SECTION 9.	CONSENTS24
	SECTION 10. AUTHORITY OF DIRECTORS 25
	SECTION 11. DEFINITIONS 26

STRIKE RESOURCES LIMITED CORPORATE DIRECTORY

BOARD

John Stephenson Chairman H. Shanker Madan Managing Director Farooq Khan Executive Director Victor Ho Executive Director William Johnson Executive Director Malcolm Richmond Non-Executive Director

COMPANY SECRETARY

Victor Ho

PRINCIPAL & REGISTERED OFFICE

Level 14, The Forrest Centre
	221 St Georges Terrace
Perth, Western Australia 6000
Telephone:	(08) 9214 9700
Facsimile:	(08) 9322 1515
Email:	info@strikeresources.com.au
Internet:	www.strikeresources.com.au

SHARE REGISTRY

Advanced Share Registry Services 110 Stirling Highway Nedlands, Western Australia 6009 Telephone: (08) 9389 8033 Facsimile: (08) 9389 7871 Email: admin@advancedshare.com.au Internet: www.asrshareholders.com

STOCK EXCHANGE

Australian Securities Exchange (ASX) Perth, Western Australia

ASX CODES

SRK - Shares SRKO – Listed $0.20 (30 June 2008) Options

ENQUIRIES IN RELATION TO THE OFFER

This Prospectus provides information for potential shareholders in Alara and should be read in its entirety. If, after reading this Prospectus, you have any questions about any aspect of a shareholding in Alara please contact your stockbroker, accountant or independent financial adviser.

This Prospectus is dated 26 October 2007.

IMPORTANT NOTICE

This Prospectus is dated 26 October 2007 and was lodged with the Australian Securities and Investments Commission (ASIC) on that date.

The ASIC takes no responsibility for the contents of this Prospectus.

No Alara Shares will be transferred on the basis of this Prospectus later than thirteen (13) months after the date of this Prospectus.

Shareholders should read this document in its entirety and, if in any doubt, consult with their professional advisors. There are risks associated with an investment in Alara and the Alara Shares proposed to be transferred under this Prospectus must be regarded as a speculative investment. The Alara Shares carry no guarantee with respect to return on capital investment, payment of dividends or the future value of these Shares.

Certain terms and abbreviations used in this Prospectus have defined meanings which are explained in Section 11 of this Prospectus.

Short Form Prospectus

This Prospectus is a short form prospectus issued in accordance with Section 712 of the Corporations Act. This means that this Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type. Rather, the Prospectus incorporates by reference information contained in a document that has been previously lodged with the ASIC.

This Prospectus refers to the:

• (1) Notice of Annual General Meeting and Explanatory Statement dated 22 October 2007 (Strike Notice of AGM);
• (2) the 2007 Full Year Report lodged by Alara with ASX on 31 August 2007 (Alara 2007 Full Year Report)
• (3) the June 2007 Quarterly Report lodged by Alara with ASX on 31 July 2007 (Alara June 2007 Quarterly); and
• (4) the disclosure document lodged by Alara with the ASIC on 3 April 2007 (the Alara IPO Prospectus) for the offer of up to 40,000,000 Shares at an issue price of 25 cents each to raise up to $10,000,000.

In referring to the Strike Notice of AGM, Alara 2007 Full Year Report, Alara June 2007 Quarterly and Alara IPO Prospectus, Strike:

(1) identifies the Strike Notice of AGM, Alara 2007 Full Year Report, Alara June 2007 Quarterly and Alara IPO Prospectus as being relevant to the proposed transfer of Alara Shares under this Prospectus and containing information that will provide Shareholders and their professional advisers information to assist them in making an informed assessment of:

• (a) the rights and liabilities attaching to the Alara Shares; and
• (b) the assets and liabilities, financial position and performance, profits and losses and prospects of Alara;
• (2) refers Shareholders and their professional advisers to Section 3 of this Prospectus which summarises the information in the Strike Notice of AGM, Alara 2007 Full Year Report, Alara June 2007 Quarterly and the Alara IPO Prospectus deemed to be incorporated in this Prospectus;
• (3) informs Shareholders and their professional advisers that they are able to obtain, free of charge, a copy of the Strike Notice of AGM, Alara 2007 Full Year Report, Alara June 2007 Quarterly and Alara IPO Prospectus by contacting Strike at its registered office during normal business hours; and
• (4) advises that the information in the Strike Notice of AGM, Alara 2007 Full Year Report, Alara June 2007 Quarterly and Alara IPO Prospectus will be primarily of interest to Strike Shareholders and their professional advisers or analysts.

Disclaimer

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied on as having been authorised by Strike (or its Directors or advisers) in connection with the Offer.

Shareholders should read this document in its entirety and, if in any doubt, consult with their professional advisors before deciding whether to approve the Capital Return under the Strike Notice of AGM.

There are risks associated with an investment in Alara and the Alara Shares offered under this Prospectus must be regarded as a speculative investment. It is important Strike Shareholders consider the risk factors set out in Section 7 of this Prospectus and in Section 17 of the Alara IPO Prospectus (which is incorporated by reference into this Prospectus).

The Alara Shares offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or the future value of the Alara Shares.

SECTION 1. TIMETABLE AND IMPORTANT DATES

The Capital Return will be effected in accordance with the timetable set out in Appendix 7A of the ASX Listing Rules as follows.

Event	Business Day
Lodgement of this Prospectus at ASIC	26 October 2007
Despatch of Strike Notice of AGM and this Prospectus to Strike Shareholders	31 October 2007
Strike advises ASX that shareholder approval for the Capital Return has beenobtained under the Strike Notice of AGM	Friday, 30 November 2007
From the commencement of trading:•Strike Shares trade on an "ex return of capital" basis•Strike listed Options trade on a "deferred settlement" basis	Tuesday, 4 December 2007
Record Date to determine entitlement of Strike Shareholders to Alara Sharesunder the Capital Return	5 pm on Monday, 10 December 2007
•Despatch of Alara holding statements to Strike Shareholders•Despatch of updated Strike listed Option holding statements to StrikeOption holders advising of change of exercise price1	No later thanMonday, 17 December 2007
From the commencement of trading:•Trading in Strike listed Options on a "deferred settlement" basis ends;normal Strike listed Options trading commences	Tuesday, 18 December 2007

This is an indicative timetable and may be changed at the discretion of the Directors or as required by ASX.

Strike intends to distribute the Alara Shares to Eligible Strike Shareholders as at the Record Date as soon as practicable after the Record Date.

SECTION 2. DETAILS OF THE OFFER

2.1 Background

Pursuant to the Strike Notice of AGM, Strike is inviting Shareholders to vote on a reduction of capital and distribution in specie of 16 million Alara Shares to Eligible Strike Shareholders on a pro-rata basis. The invitation to vote contained in the Strike Notice of AGM constitutes an offer to transfer Alara Shares for the purposes of section 707(2) of the Corporations Act. Accordingly, Strike has prepared this Prospectus.

2.2 Entitlement

Eligible Strike Shareholders who, on the Record Date, are registered as the holders of Shares, or who are the transferees under Share transfers lodged with Strike prior to the Record Date, are entitled to received a pro-rata distribution in specie of 16 million Alara Shares under the Capital Return, rounded to the nearest whole number of Alara Shares2 .

2.3 Action Required

No action is required by Shareholders under this Prospectus. Should Shareholder approval be obtained for Strike to undertake the Capital Return, then 16 million Alara Shares will be transferred to Eligible Strike Shareholders in accordance with the terms set out in the Strike Notice of AGM.

2.4 In Specie Distribution of Alara Shares

It is anticipated that the 16 million Alara Shares will be distributed in specie to Eligible Strike Shareholders as soon as practicable after the Record Date. Statements of holding for the Alara Shares will be mailed within ~one week thereafter. No securities will be allotted and issued or transferred on the basis of this Prospectus later than thirteen (13) months after the date of this Prospectus.

1 The exercise price of Strike's existing Options will reduce in accordance with ASX Listing Rule 7.22.3 – which prescribes that the exercise price of Options be reduced by the Capital Return value per share.

2 Strike reserves the right to round fractional entitlements as it deems fit to ensure the In Specie Distribution does not exceed 16 million Alara shares

2.5 ASX Escrow and Quotation

Strike's current 28.75 million Alara Shares are escrowed (and therefore restricted from trading on ASX) for 24 months from the date of official quotation of Alara's shares on ASX. Alara shares commenced trading on ASX on 24 May 2007.

Alara has advised Strike that:

• (a) ASX has confirmed (under an in-principle advice provided at the time of Alara's application for admission to ASX) that the Alara Shares received by Strike Shareholders under the In Specie Distribution (other than those Alara Shares distributed to related parties and promoters of Alara, Strike or any of their associates) will cease to be subject to escrow after the despatch of holding statements to Strike Shareholders.
• (b) Alara will formally apply for a waiver of ASX Listing Rule 9.7 for escrow relief once Strike has obtained shareholder approval for the Capital Return under the Strike Notice of AGM;
• (c) Alara will apply for Quotation of the Alara Shares transferred to Eligible Strike Shareholders under the In Specie Distribution (other than those Alara Shares distributed to related parties and promoters of Alara, Strike or any of their associates).

2.6 Enquiries

If you have any questions concerning this Prospectus, please contact Strike by telephone (08) 9214 9700, facsimile (08) 9322 1515 or by email to info@strikeresources.com.au, or contact your professional advisers.

SECTION 3. INFORMATION DEEMED TO BE INCORPORATED IN THIS PROSPECTUS

3.1 Short Form Prospectus

This Prospectus is a short form prospectus issued in accordance with Section 712 of the Corporations Act. This means that this Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type, however it incorporates by reference information contained in a document that has been lodged with the ASIC.

The information to be incorporated by reference into this Prospectus is:

• (1) the Strike Notice of AGM as summarised below in sub-section 3.2;
• (2) the Alara 2007 Full Year Report as summarised below in sub-section 3.3;
• (3) the Alara June 2007 Quarterly as summarised below in sub-section 3.4;
• (4) the Alara IPO Prospectus as summarised below in sub-section 3.5;

and these documents will primarily be of interest to Shareholders and their professional advisers or analysts.

Strike informs Shareholders and their professional advisers that they are able to obtain, free of charge, a copy of the Strike Notice of AGM, Alara 2007 Full Year Report, Alara June 2007 Quarterly and Alara IPO Prospectus by contacting Strike at its registered office during normal business hours.

The Strike Notice of AGM is also be available by searching ASIC's records in relation to Strike, or by visiting Strike's website at www.strikeresources.com.au.

The Alara 2007 Full Year Report, Alara June 2007 Quarterly and Alara IPO Prospectus is also be available by searching ASIC's records in relation to Alara, or by visiting Alara's website at www.alarauranium.com.

3.2 Summary of Information Deemed to be Incorporated – Strike Notice of AGM

Set out below is a summary of the information (relevant to the Capital Return and In Specie Distribution) contained in the Strike Notice of AGM that is deemed to be incorporated in this Prospectus:

SECTIONS OF STRIKE NOTICE OF AGM		SUMMARY
Notice of AGM		Convenes a meeting of Shareholders at which approval for the CapitalReturn will be sought and contains the resolution seeking that approval
Explanatory Statement includes:		Sets out all information known to Strike on how to vote on theresolutions contained in the Strike Notice of AGM, including under thefollowing section headings as it relates to the Capital Return/In SpecieDistribution
1.	Approve Reduction Of Capital
1.1	Background	Background to the receipt of Alara Shares by Strike and Strike'sagreement to undertake the In Specie Distribution
1.2	Indicative Timetable	Contains an indicative timetable for the Capital Return
1.3	The Resolution – An EqualReduction of Capital	Identifies that the Capital Return by way of the In Specie Distributionto Shareholders is an equal reduction of capital under theCorporations Act
1.4	Effect of Capital Return on Strike	Outlines the effect of reducing Strike's total and net assets andreducing Strike's total equity by the value of the Capital Return
1.5	Effect of Capital Return onShareholders	Outlines Strike Shareholders' entitlement to the In SpecieDistribution
1.6	Effect of Capital Return on OptionHolders	Outlines the effect of reducing the exercise price of Strike Options
1.7	Advantages and Disadvantages ofthe Capital Return	Outlines the advantage and disadvantages of the Capital Return
1.8	Directors' Recommendations	Outlines the Directors' recommendation that Shareholders shouldvote in favour of the Capital Return resolution (save for DrStephenson and Messrs H. Shanker Madan and Farooq Khan (whoare Directors of Alara))
1.9	Intentions of Strike FollowingCompletion of the Capital Return	Outlines the intentions of Strike following completion of the CapitalReturn
1.10	Intentions of Strike if Resolution IsNot Passed	Outlines the intentions of Strike if the Capital Return is not approved
1.11	ASX Escrow	Outlines the ASX escrow position on the Alara Shares held by Strike
1.12	Information on Alara UraniumLimited	Outlines information concerning Alara Uranium Limited
1.13	Issued Capital of Strike and Alara	Outlines the issued capital of Strike and Alara and refers toAnnexures B and C
1.14	Rick Factors Associated WithShareholdings in Alara UraniumLimited	Refers to Annexure E for information concerning the general andspecific risk factors associated with shareholdings in Alara
1.15	Rights Attached to Alara UraniumLimited Shares	Refers to this Annexure F for information concerning the rightsattached to Alara Shares
1.16	Overseas Shareholders	Outlines the process where an overseas jurisdiction (where aShareholder is resident) restricts or prohibits the distribution of theAlara Shares under the Prospectus
1.17	Directors' Relevant Interest inSecurities of Strike	Outlines the Strike Directors' relevant interest in the securities ofStrike as at 19 October 2007
1.18	Information concerning Strike'sShares	Outlines the highest and lowest recorded sale prices of Strike Sharesas traded on ASX during the 4 months prior to the date of the StrikeNotice of AGM,
1.19	ASX Announcements	Identifies that Strike and Alara are both companies subject to regularreportinganddisclosuretoASXandlistsASXmarketannouncements lodged by Strike and Alara between 24 April and 25October 2007
1.20	Taxation Implications	Outlines a general summary of the potential tax consequences of theCapital Return to Shareholders and to Strike

OFFER TO TRANSFER ALARA URANIUM LIMITED SHARES IN SPECIE TO SHAREHOLDERS OF STRIKE RESOURCES LIMITED

1.21Disclosure Document Pursuant ToOffer To Transfer Alara Shares	Identifies that the invitation to Shareholders to vote on the CapitalReturn under the Strike Notice of AGM constitutes an offer totransfer Alara Shares to Shareholders pursuant to an in speciedistribution, which requires a disclosure document
1.22Lodgement with ASIC	Identifies that Strike has lodged a copy of the Strike Notice of AGMwith ASIC
Annexures include:
Annexure A – Consolidated Pro-FormaBalance Sheet of Strike Resources Limited	Contains the Consolidated Pro Forma Balance Sheet of Strikeprepared on the basis of the audited financial statements of Strike asat 30 June 2007 adjusted for the In Specie Distribution with 20 centsper Share as the assumed market value for Alara and $20,000estimated costs associated with the In Specie Distribution
Annexure B – Strike Issued Securities	Outlines the issued securities of Strike as at 19 October 2007
Annexure C – Alara Issued Securities	Outlines the issued securities of Alara as at 19 October 2007
Annexure D – About Alara Uranium Limited	Contains the following information about Alara: Background,Summary of Activities, Company Projects (and country mapsshowing the location of Alara's projects in Australia and Peru) andthe Board of Directors
Annexure E – Risk Factors Associated WithAlara	Notes that an investment in Alara should be considered speculativeand has risks reasonably expected of an investment in a business ofits type. It details a number of factors that may impact on thesuccess and future profitability of Alara including but not limited togovernment regulation and policy on uranium mining and sale inAustralia, competition from alternative energy and public perception,investment in Peru, exploration risk, operating risk, market risk,ability to exploit successful discoveries, resource estimates,commodity price volatility and exchange rate risks, environmentalrisks, climate risks, title risks and native title, insurance risks,paymentobligations,sharemarketconditions,additionalrequirements for capital, general investment risks, no valuation andcontractual agreements.
Annexure F – Rights Attached to AlaraShares	Contains information concerning the rights attaching to Alara'sShares

3.3 Summary of Information Deemed to be Incorporated – Alara 2007 Full Year Report

Set out below is a summary of the information contained in the Alara 2007 Full Year Report dated 21 September 2007 and lodged with ASX that is deemed to be incorporated in this Prospectus to assist Shareholders and their professional advisers to determine whether, for the purposes of making an informed investment decision in relation to the Offer, they should obtain a copy of the Alara 2007 Full Year Report:

SECTIONS OF ALARA 2007 FULL YEARREPORT	SUMMARY
Overview of Performance	Identifies the controlled entities of Alara and summarises the totalrevenues and expenses and net loss of Alara for the year ending
Directors' Report	30 June 2007Includes a description of controlled entities, principal activities, significantchanges in the state of affairs, summary of operating results and financialposition, securities on issue and summary of share capital changesduring the year, review of operations (including summary of activities,company projects, completion of Alara's IPO and share sale agreementsand a 3 for 4 non-renounceable rights issue of options), futuredevelopments, environmental regulation and performance, changes tothe Board during the financial year, qualifications and experience of theDirectors, Directors' relevant interest in securities, Directors' formerdirectorships in listed companies in the past 3 years, Directors' meetings,the remuneration report (which includes remuneration policy, details ofremuneration and other benefits provided to key management personnel,Directors' and officers' insurance and Directors' deeds) and the Auditor'sIndependence Declaration dated 21 September 2007.
Income Statement	Contains the Income Statement of Alara (at the company andconsolidated level) for the year ended 30 June 2007

Balance Sheet	Contains the Balance Sheet of Alara (at the company and consolidatedlevel) as at 30 June 2007
Statements of Changes in Equity	Contains the Statement Of Changes In Equity of Alara (at the companyand consolidated level) for the year ended 30 June 2007
Cash Flow Statement	Contains the Cash Flow Statement of Alara (at the company andconsolidated level) for the year ended 30 June 2007
Notes to the Financial Statements	Sets out the notes to the financial statements for the year ended 30 June2007. This section includes a statement of significant accounting policies(including basis of preparation, statement of compliance with theInternational Financial Reporting Standards, the basis for measurementand critical accounting estimates undertaken and summary of accountingpolicies), loss for the year, income tax expense, directors' and executivesdisclosure, auditor's remuneration, loss per share, cash and cashequivalents, acquisition of subsidiaries, trade and other receivables,property, plant and equipment, other non-current financial assets,resource projects, trade and other payables, provisions, contributedequity, related party disclosures, segment reporting, financial instruments,commitments, contingent assets and liabilities and events after balancedate
Directors' Declaration	Contains the Directors' declaration in respect of the financial statementsfor the year ended 30 June 2007 and the notes thereto, the ability of Alarato pay its debts as and when they become due and payable, the auditedremuneration report and the receipt of declarations required by section295A Corporations Act from the persons who performs the chiefexecutive and chief financial officer functions.
Independent Audit Report	Contains the Auditor's Independent Audit Report to the members of Alaradated 21 September 2007
Securities Information	Contains an overview of the securities on issue, the distribution of Shareson issue and top 20 holders of Shares as at 30 June 2007.

3.4 Summary of Information Deemed to be Incorporated – Alara June 2007 Quarterly

Set out below is a summary of the information contained in the Alara June 2007 Quarterly dated 31 July 2007 and lodged with ASX that is deemed to be incorporated in this Prospectus to assist Shareholders and their professional advisers to determine whether, for the purposes of making an informed investment decision in relation to the Offer, they should obtain a copy of the Alara June 2007 Quarterly:

SECTIONS OF ALARA JUNE 2007QUARTERLY	SUMMARY
Summary of Activities in June 2007 Quarter	Summary of the activities of Alara from 3 April to 31 July 2007
Work for September 2007 Quarter	Summary of Alara's objectives for the September 2007 quarter
Company Profile	Profile of Alara including identifying the projects of Alara in Peru andAustralia (including geographic maps containing project locations), theexperience of Alara's Board and current securities on issue
Company Projects	Overview of Alara's resource projects in Peru and Australia (includingmaps and figures where applicable):
	PROJECTSLOCATION(1)Bigrlyi SouthNorthern Territory(2)Mt JamesGascoyne, Western Australia(3)Mt Lawrence WellsEast Murchison, Western Australia(4)Canning WellPilbara, Western Australia(5)PampacolcaPeru(6)Crucero ProjectPeru(7)Santa Rosa ProjectPeru(8)Coasa ProjectPeruContains a summary of the geology of the project areas, projectlocations, past exploration and the general objectives and strategiesof Alara in relation to each project.Geology, tenement andmagnetic interpretation maps and diagrams and photographs arealso presented where applicable.

Corporate	Summary of the completion of Alara's IPO and share sale agreements,Strike's proposed in specie distribution of 16 million Alara Shares, a 3 for4 non-renounceable rights issue of options and resolutions approved at ageneral meeting held on 27 July 2007
Board of Directors	Details changes to the Board during the June 2007 quarter, thequalifications and experience of the Directors, Directors' relevant interestin securities and Directors' former directorships in listed companies in thepast 3 years
Peruvian Concessions	Summary of Alara's concessions in Peru
Australian Tenement Schedule	Summary of Alara's tenements in Australia
Securities Information	Overview of Alara's securities on issue, the distribution of Shares and top20 holders of Shares, as at 30 June 2007
Appendix 5B Mining and Exploration EntityQuarterly Cash Flow Report	Sets out the consolidated statement of cash flows, payments to directors,estimated cash outflows for the next quarter, reconciliation of cash at endif the quarter, changes in interests of mining tenements, issued andquoted securities at end of the June 2007 quarter and notes thereto.

3.5 Summary of Information Deemed to be Incorporated – Alara IPO Prospectus

Set out below is a summary of the information contained in the Alara IPO Prospectus that is deemed to be incorporated in this Prospectus to assist Shareholders and their professional advisers to determine whether, for the purposes of making an informed investment decision in relation to the Offer, they should obtain a copy of the Alara IPO Prospectus:

RELEVANT SECTIONS OF ALARA IPOPROSPECTUS		SUMMARY
6.	Details of the Offer	General information pertaining to the offer of Shares under theAlara IPO Prospectus
7.	Capital Structure	Pro-forma capital structure pertaining to the offer of Shares underthe Alara IPO Prospectus, details of options proposed to be issuedand securities of Alara that would be subject to escrow.
8.	Financial Aspects of the Offer	Information on the intended use by Alara of funds raised under theAlara IPO Prospectus, expenses of the issue and refers to theIndependent Accountant's Report
9.	Projects Overview and ProposedExpenditure	Summary of Alara's resource projects; it details the objectives andstrategies of Alara and summarises the intended two yearexploration expenditure in regard to each of the projects.
10.	Independent Geological Report	A report prepared by Al Maynard & Associates, ConsultingGeologists dated 29 March 2007.The report describes thegeological setting and historical mining and exploration on thetenements of Alara and sets out details of proposed explorationprogrammes on the mining tenements.
11.	Independent Exploration Titles Report	A report prepared by Hetherington Exploration & Mining TitleServices Pty Ltd dated 8 March 2007 on the mining tenementsacquired, or to be acquired by Alara.The report details thetitleholders of the mining tenements and the agreements enteredinto by Alara with various parties
12.	Legal Opinion on PeruvianConcessions	A report prepared by Miranda & Amado Abogados (Peru) dated 27March 2007 on the status and validity of the Pampacolca mineralconcession applications filed by Strike Resources Uranium PeruSAC (now known as Alara Peru SAC) (a subsidiary of StrikeUranium Peru Pty Ltd (now known as Alara Peru Operations PtyLtd)), a summary of the legal status of Strike Resources UraniumPeru SAC, foreign investment and international trade in Peru,summary of the regulation of mining activities and tenure, surfaceland rights, environmental laws and regulations, water rights formining exploration use and risk factors

13.	Independent Accountant's Report	A report prepared by Bentleys MRI Perth Financial Services Pty Ltddated 29 March 2007 containing a review of the 9 March 2007 andpro forma Balance Sheet of Alara and notes thereto including thebasis for preparation, cash assets, mineral exploration issued sharecapital, related party disclosures, commitments and contingent assetsand liabilities
14.	Board of Directors and ProposedDirectors	Information relating to the directors of Alara, details of directors'interests in securities, directors' remuneration, officers' indemnityand insurance, directors' deeds, other interests of directors andother matters pertaining to directors
15.	Corporate Governance	Alara's compliance with the ASX Principles of Good CorporateGovernance and Best Practice Recommendations and Alara'sCorporate Governance Statement
16.	Material Contracts	Information regarding the material contracts to which Alara is aparty
17.	Risk Factors	Notes that an investment in Alara should be considered speculativeand has risks reasonably expected of an investment in a businessof its type. It details a number of factors that may impact on thesuccess and future profitability of Alara including but not limited togovernment regulation and policy on uranium mining and sale inAustralia,competitionfromalternativeenergyandpublicperception, investment in Peru, exploration risk, operating risk,market risk, ability to exploit successful discoveries, resourceestimates, commodity price volatility and exchange rate risks,environmental risks, climate risks, title risks and native title,insurance risks, payment obligations, share market conditions,additional requirements for capital, general investment risks, novaluation and contractual agreements.
18.	Rights Attached to Securities	Information concerning the rights attaching to Alara's Shares andOptions
19.	Other Additional Information	Additional information required to be disclosed in the Prospectusincluding incorporation, company tax status, dividend policy, legalproceedings, taxation, chess, non-resident investors, interests ofpersons named in the Alara IPO Prospectus, consents of personsnamed in the Alara IPO Prospectus, and acknowledgement andprivacy.
20.	Glossary	Definitions of some of the terms used in the Alara IPO Prospectus
21.	Directors' Responsibility Statementand Consent	Statement from the directors relating to their consent to thelodgment of the Alara IPO Prospectus and their belief there are nomisleading or deceptive statements made in the Alara IPOProspectus and the statements made were made by personscompetent to make such statements and who consented to theirstatements being included in the Alara IPO Prospectus

SECTION 4. ASX ANNOUNCEMENTS

Strike's and Alara's Shares are quoted on ASX and both companies are "disclosing entities" for the purposes of the Corporations Act. As such, both companies are subject to regular reporting and disclosure obligations, which requires the companies to disclose to ASX any information of which they are or they become aware of and which a reasonable person would expect to have a material effect on the price or value of securities of Strike or Alara (as the case may be).

The Prospectus is intended to be read in conjunction with the publicly available information in relation to Strike and Alara which has been notified to the ASX and Shareholders should therefore also have regard to the other publicly available information in relation to Strike and Alara before making a decision whether or not to approve the Capital Return and receive Alara Shares under the Offer.

Copies of documents lodged with the ASIC in relation to Strike's and Alara's reporting and disclosure obligations may be obtained from or inspected at, an office of the ASIC during normal office hours. In addition, ASX maintains files containing publicly available information for all listed companies and as such, Strike's and Alara's files are available for inspection at ASX during normal office hours.

4.1 Strike's Recent ASX Announcements

Strike will provide free of charge a copy of Strike's recent ASX market announcements listed below:

DATE / TIME RELEASED	STRIKE RESOURCES LIMITED ASX MARKET ANNOUNCEMENTS
22 Oct 2007 08:22	Appendix 3B Application for quotation of 181308 shares
11 Oct 2007 17:15	Appendix 3B New Issue of 200000 Employee Options
11 Oct 2007 15:40	Appendix 3B Application for quoatation of 498839 shares
8 Oct 2007 14:26	Appendix 3B Application for quotation of 581,504 shares
4 Oct 2007 08:27	Roadshow Presentation
3 Oct 2007 17:53	Appendix 3B Application for quotation of 400000 shares
3 Oct 2007 08:24	Peruvian Projects Update
27 Sep 2007 15:51	Shareholder Letter and Form
25 Sep 2007 19:12	Amended 2007 Full Year Report
25 Sep 2007 18:06	Appendix 3B Application for quotation of 92412 shares
21 Sep 2007 19:02	2007 Full Year Report
14 Sep 2007 18:17	Appendix 3B Application for quotation of 85967 shares
10 Sep 2007 12:48	Appendix 3B - Application for quotation of 82742 shares
3 Sep 2007 17:16	Appendix 3B Application for quotation of 437278 shares
24 Aug 2007 18:47	Change of Directors Interest Notice - F Khan
22 Aug 2007 13:51	Presentation at AusIMM Iron Ore 2007 Conference
14 Aug 2007 19:03	Appendix 3B Application for quotation of 100800 Shares
13 Aug 2007 08:26	Commencement of Pre Feasibility Studies
3 Aug 2007 14:46	Appendix 3B Application for quotation of 468399
1 Aug 2007 08:30	June 2007 Quarterly Report
31 Jul 2007 15:26	Appendix 3B Application for quotation of 57117 shares
19 Jul 2007 17:56	Appendix 3B
19 Jul 2007 12:40	Clarification of In Situ Value Estimate
19 Jul 2007 10:15	Apurimac Project - JORC Resource Statement
5 Jul 2007 18:31	Appendix 3B - Application for quotation of 64000 shares
28 Jun 2007 16:12	Appendix 3B
26 Jun 2007 16:19	Appendix 3B
19 Jun 2007 08:31	Iron Ore Projects Update
19 Jun 2007 08:30	AUQ: New Concessions in Peru
12 Jun 2007 08:28	Appendix 3B: Application for 56667 Shares
12 Jun 2007 08:28	Appendix 3B New Issue of 33000 options
31 May 2007 13:30	Appendix 3B
31 May 2007 13:09	Appendix 3B
30 May 2007 18:20	Change in substantial holding
30 May 2007 18:19	Becoming a substantial holder for AUQ
28 May 2007 19:17	Appendix 3B
24 May 2007 09:44	Completion of $15 Million Institutional Capital Raising
22 May 2007 09:16	Trading Halt
14 May 2007 08:26	Appendix 3B: 100000 Employee Options
14 May 2007 08:26	Appendix 3B: 105384 Shares
7 May 2007 08:29	Change of Director's Interest Notice
7 May 2007 08:29	Change of Director's Interest Notice
4 May 2007 19:14	Change of Director's Interest Notice
3 May 2007 17:42	Appendix 3B Application for quotation of 143260 shares
30 Apr 2007 19:36	Third Quarter Activities & Cashflow Reports
24 Apr 2007 17:17	Appendix 3B

These documents are also available for viewing and download on Strike's website on www.strikeresources.com.au or the ASX website on www.asx.com.au under ASX Code "SRK".

4.2 Alara's Recent ASX Announcements

Strike will provide free of charge a copy of Alara's recent ASX market announcements listed below:

DATE / TIME RELEASED	ALARA URANIUM LIMITED'S ASX MARKET ANNOUNCEMENTS
12 Oct 2007 18:55	Appendix 3Y Change of Directors Interest Notice - F Khan
12 Oct 2007 18:54	Appendix 3Y - Change of Directors Interest Notice - J Stephenson
12 Oct 2007 18:54	Appendix 3Y - Change of Directors Interest Notice - S Madan
21 Sep 2007 18:45	2007 Full Year Report
14 Sep 2007 16:45	Letter to Shareholders - Annual Report Election
14 Sep 2007 16:45	Despatch of Options Rights Issue Prospectus
4 Sep 2007 16:32	Notice of Options Rights Issue to Shareholders
4 Sep 2007 16:18	Amendment to Timetable for Options Rights Issue
3 Sep 2007 19:21	3 for 4 Rights Issue Options Prospectus
3 Sep 2007 19:19	Appendix 3B Application for Quotation - Rights Issue Options
28 Aug 2007 18:25	Update on Loyalty Options Offer
3 Aug 2007 08:26	Appendix 3B - New Issue of Employee and Director Options
1 Aug 2007 08:30	June 2007 Quarterly Report
27 Jul 2007 15:35	Results of General Meeting
27 Jul 2007 15:00	Summary of Proxies Received for General Meeting
28 Jun 2007 12:17	Notice of General Meeting
19 Jun 2007 08:30	New Concessions in Peru
13 Jun 2007 16:02	Airborne Spectrometer-Magnetic Survey over Bigrlyi Project
12 Jun 2007 19:12	Change of Director's Interest Notice
30 May 2007 18:19	Becoming a substantial holder from SRK
30 May 2007 08:30	Becoming a substantial holder from QUE
30 May 2007 08:30	Change of Director's Interest Notice
29 May 2007 19:29	Becoming a substantial holder
29 May 2007 19:27	Becoming a substantial holder from OEQ
25 May 2007 19:22	Initial Director's Interest Notice
24 May 2007 19:17	Initial Director's Interest Notice
24 May 2007 19:12	Initial Director's Interest Notice
21 May 2007 19:24	Pre-Quotation Disclosure
21 May 2007 19:17	Court Order dated 9 May 2007
21 May 2007 19:16	Constitution
21 May 2007 19:16	Appendix 1A - ASX Listing application & agreement
21 May 2007 19:15	Completion of Agreements
21 May 2007 19:15	Pro-Forma Balance Sheet
21 May 2007 19:15	In specie distribution
21 May 2007 19:14	Statement of Commitments
21 May 2007 19:14	Escrowed Securities
21 May 2007 19:14	Top 20 shareholders/Distribution Schedule
21 May 2007 19:10	ASX Circular: Commencement of Official Quotation
21 May 2007 19:09	Admission to Official List
24 Apr 2007 10:21	Prospectus

These documents are also available for viewing and download on Alara's website on www.alarauranium.com or the ASX website on www.asx.com.au under ASX Code "AUQ".

SECTION 5. UPDATE ON ALARA URANIUM LIMITED

Shareholders should refer to the Strike Notice of AGM, the Alara 2007 Full Year Report, the Alara June 2007 Quarterly and the Alara IPO Prospectus which are deemed to be incorporated in this Prospectus for information on Alara.

Shareholders should also refer to Alara's ASX market announcements (refer to Section 4.2 of this Prospectus) for information on Alara.

5.1 Issued Securities

The issued securities of Alara as at 26 October 2007 are as follows:

Alara Issued Securities	Quoted	Not Quoted orEscrowed	Total
Fully paid ordinary shares (AUQ)	40,275,000	40,225,000	80,500,000
$0.25 (30 June 2009) Listed Options (AUQO)	60,375,000	-	60,375,000
$0.55 (27 July 2012) Unlisted Directors' Options	-	18,550,000	18,550,000
$0.55 (27 July 2012) Unlisted Employees' Options	-	1,425,000	1,425,000
Total	100,650,000	60,200,000	160,850,000

Summary of Escrowed Securities

The 40,225,000 Alara Shares which are escrowed comprise:

• (a) 4,488,750 Shares held by related parties and promoters (founding Shareholders) escrowed for 24 months from the date of official quotation of Alara's Shares on ASX;
• (b) 736,250 Shares held by unrelated founding Shareholders escrowed for a period of 12 months from their issue date on 6 December 2006;
• (c) 28,750,000 vendor Shares issued to Strike pursuant to settlement of the Strike Uranium and Peru Sale Agreements, as defined in Alara IPO Prospectus, escrowed for 24 months from the date of official quotation of Alara's Shares on ASX; and
• (d) 6,250,000 vendor Shares issued to Orion Equities Limited pursuant to settlement of the Hume Sale Agreement, as defined in the Alara IPO Prospectus, escrowed for 24 months from the date of official quotation of Alara's Shares on ASX.

Please refer to Section 2.4 for details of the treatment of the 16 million Alara Shares the subject of the In Specie Distribution.

Date ofIssue	Description of UnlistedOptions	ExercisePrice	ExpiryDate	Vesting Criteria3	No. ofOptions
27 July2007	$0.55 (27 July 2012)Directors' Options	$0.55	27 July2012	50% on grant and 50% on 27 July2008	18,550,000
27 July2007	$0.55 (27 July 2012)Employees' Options	$0.55	27 July2012	1/3rd on 27 January 2008, 1/3rd on27 July 2008 and 1/3rd on 27 July2009	1,425,000
				Total	19,975,000

Summary of Unlisted Directors' and Employee Options

3 Options which have vested may be exercised at any time thereafter, up to their expiry date

5.2 Historical Share Price

A summary of the monthly value and volume weighted average price (VWAP) of Alara Shares on ASX since its listing on 24 May 2007 is as follows:

Week ending	High	Low	Close	VWAP
25-Oct-07	18.0	18.0	18.0	18.0
12-Oct-07	20.0	19.0	20.0	19.2
5-Oct-07	21.5	20.0	20.0	20.3
28-Sep-07	22.0	19.0	20.0	20.4
21-Sep-07	21.0	19.0	20.0	19.7
14-Sep-07	22.0	20.0	21.0	20.9
7-Sep-07	24.4	20.6	23.0	22.3
31-Aug-07	22.5	21.0	22.5	21.6
24-Aug-07	23.0	19.5	23.0	20.4
17-Aug-07	25.0	16.0	18.5	21.8
10-Aug-07	26.5	23.5	25.5	25.5
3-Aug-07	29.5	25.5	26.0	26.4
27-Jul-07	30.0	26.0	27.0	28.6
20-Jul-07	30.0	22.0	30.0	25.0
13-Jul-07	24.0	22.5	23.0	23.0
6-Jul-07	27.5	23.5	23.5	24.8
29-Jun-07	30.0	26.0	27.5	27.5
22-Jun-07	31.0	27.5	28.0	28.9
15-Jun-07	32.0	30.0	30.0	30.5
8-Jun-07	36.0	30.0	30.5	31.4
1-Jun-07	39.5	33.0	36.0	36.6
25-May-07	42.0	36.0	37.0	38.2

The highest and lowest recorded sale prices of Alara Shares as traded on ASX since 24 May 2007 and the respective dates of those sales were:

Date	Highest Price	Date	Lowest Price
24 May 2007	42 cents	16 August 2007	16 cents

The last market sale price of Alara's Shares on ASX on the last day that trading took place in the Shares prior to the date of this Prospectus was 18 cents on 25 October 2007.

SECTION 6. RIGHTS ATTACHED TO SHARES IN ALARA URANIUM LIMITED

1. Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares (at present there are none), at meetings of shareholders of Alara:

• (a) each shareholder entitled to vote may vote in person or by proxy, attorney or representative;
• (b) on a show of hands, every person present who is a shareholder or a proxy, attorney or representative of a shareholder has one vote; and
• (c) on a poll, every person present who is a shareholder or a proxy, attorney or representative of a shareholder shall, in respect of each fully paid share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for that share.

2. Dividend Rights

Subject to the rights of holders of shares issued with special, preferential or qualified rights (at present there are none), the profits of Alara which the Directors determine to distribute by way of dividend are divisible among the holders of shares in proportion to the number of shares held by them. The Directors may also implement a dividend reinvestment plan or share bonus plan on terms they think fit.

Any general meeting, or the Directors, determining a dividend may, by resolution, direct payment of the dividend wholly or partly by the distribution of specific assets, including paid up shares in, or debentures of, or options over the shares of, Alara or any other body corporate, and the Directors must give effect to that resolution. Where a difficulty arises in regard to a distribution of specific assets in such manner, the Directors may resolve the difficulty as they see fit.

The Directors may:

• (a) fix the value for distribution of the specific assets or any part of those assets;
• (b) determine that cash payments will be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and
• (c) vest any of those specific assets in trustees;

as the Directors see fit.

3. Return Of Capital

Alara may reduce its share capital by any means allowed by the Corporations Act, subject to Alara complying with the ASX Listing Rules.

Any reduction in share capital may be made wholly or partly by way of an in specie distribution of specific assets, including paid up shares in, or debentures of, or options over the shares of, Alara or any other body corporate.

The Directors may:

• (i) fix the value for distribution of the specific assets or any part of those assets;
• (ii) determine that cash payments will be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and
• (iii) vest any of those specific assets in trustees;

as the Directors see fit.

Where Alara reduces its share capital by way of a distribution of shares or other securities in another body corporate:

• (a) the shareholders are deemed to have agreed to become shareholders of that corporation and are bound by the Constitution of that body corporate; and
• (b) each of the shareholders appoints Alara or any of the Directors as its agent to execute any transfer of shares or other securities, or other document required to give effect to the distribution of shares or other securities to that shareholder.

4. Transfer of Shares

Subject to the Constitution of Alara, the Corporations Act, the ASTC Settlement Rules, the ASX Listing Rules and any other laws, shares are freely transferable. Alara may decline to register a transfer of shares in limited circumstances, such as where the transfer is not in registrable form.

5. Future Increases in Capital

The allotment and issue of shares is under the control of the Directors. Subject to restrictions on the allotment of shares to Directors or their associates, the ASX Listing Rules, the Constitution of Alara and the Corporations Act, the Directors may allot or otherwise dispose of shares on such terms and conditions as they see fit.

6. Variation of Rights

Under the Corporations Act, Alara may, with the sanction of a special resolution passed at a meeting of shareholders vary or abrogate the rights attaching to shares. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of the issue of the shares of that class), whether or not Alara is being wound up, may be varied or abrogated with the consent in writing of the holders of three quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

7. Rights on Winding Up

Subject to the rights of holders of shares with special rights in a winding up (at present there are none), on a winding up of Alara all assets that may be legally distributed among members will be distributed in proportion to the number of fully paid shares held by them (and a partly paid share is counted as a fraction of a fully paid share equal to the amount paid on it, divided by the total issue price of the share).

8. Proportional Takeover Provision

The Constitution prohibits the registration of shares under a proportional takeover scheme until a resolution approving the scheme has been passed by those persons entitled to vote on it at a general meeting. These provisions will cease to have effect at the end of three years beginning on the date the Constitution was adopted (on 19 March 2007) unless renewed in accordance with the Corporations Act.

SECTION 7. RISK FACTORS ASSOCIATED WITH INVESTMENT IN ALARA URANIUM LIMITED

An investment in Alara carries risk and prospective investors in Alara should consider the risk factors described in this section, together with the information contained elsewhere in this Prospectus, before deciding whether to approve the Capital Return under the Strike Notice of AGM.

There are numerous widespread risks associated with investing in any form of business and with investing in the share market generally. There are also a range of specific risks associated with Alara's business and its involvement in the mineral exploration and development industry.

This section deals with the areas the Directors regard as the major risks associated with an investment in Alara. Investors should be aware that an investment in Alara involves many risks that may be higher than the risks associated with an investment in other companies. Intending investors should read the whole of this Notice of AGM and Explanatory Statement and accompany disclosure document in order to fully appreciate such matters and the manner in which Alara intends to operate before any decision is made to approve the resolution under the Notice of AGM.

Applicants should be aware that there are risks associated with any share investment. The prices at which Alara's securities trade may be above or below the current Alara share price and as at the date of the In Specie Distribution. The trading price of the securities is likely to be highly volatile and could be subject to wide fluctuations in response to factors such as additions or departures of key personnel, litigation, press newspaper and other media reports, the results of exploration activity or variations in Alara's operating result.

The Alara Shares to be transferred to Strike's Shareholders under the Capital Return carry no guarantee in respect of profitability, dividends, return of capital, or the price at which they may trade on the ASX.

1. GOVERNMENT REGULATION AND POLICY

Uranium mining is subject to extensive regulation by state and federal governments in relation to exploration, development, production, exports, taxes and royalties, labour standards, occupational health, waste disposal, protection and rehabilitation of the environment, mine reclamation, mine safety, toxic and radioactive substances, native title and other matters. Compliance with such laws and regulations will increase the costs of exploring, drilling, developing, constructing, operating and closing mines and other production facilities.

The Australian Federal Government currently permits the mining and export of uranium under international agreements designed to prevent nuclear proliferation. The export of uranium is controlled by the Federal Government through its licensing process and Australian uranium can only be exported to those countries that undertake to use it for peaceful purposes.

Alara's Australian projects are located in the Northern Territory and Western Australia.

The Laws regulations and policies of the Northern Territory Government and Federal Government of Australia

Exploration for and the mining of uranium are permitted in the Northern Territory. The Mining Act 1980 (NT) provides a legislative framework within which such activities are undertaken. Additionally, the Mining Act (NT) sets out the requirements and conditions of granting of mineral leases, exploration licences, exploration tenement licences, extractive mineral leases and mineral claims.

Under the Mining Act (NT), the Northern Territory must act on the advice of the Federal Minister in relation to uranium. The Northern Territory is not permitted to act other than in accordance with such advice (except with the respect to decisions made about the granting of exploration licences).

The Mining Management Act 2001 (NT) contains regulations pertaining to health and safely, the environment, authorisations, and the management of mining sites.

According to this Act, the Northern Territory is required to consult with, and act in accordance with the advice of the Commonwealth (the Federal Government) in relation to decisions about 'mining activities' (which include exploration) in relation to uranium.

The Federal Government, therefore, has the power to make decisions with respect to the granting of mining authorisations, without which mining activities cannot take place.

The Federal Government also has specific interests and responsibilities in relation to the regulation of uranium, including:

• (a) management of nuclear actions and the protection of matters of national environmental significance as defined under the Environment Protection and Biodiversity Conservation Act 1999 (the EPBC Act);
• (b) oversight of environmental requirements attached to environmental approvals for existing uranium mines issued following recommendations made under the now repealed Environment Protection (Impact of Proposals) Act 1974 (the EPIP Act);
• (c) environmental assessment and approval of new uranium mines and significant expansion to existing mines under the EPBC Act;
• (d) ensuring the physical security of nuclear materials within Australia;
• (e) approval of exports of radioactive materials including uranium; and
• (f) implementation of Safeguards Agreements4 and tracking of Australian Obligated Nuclear Materials internationally.5

The Northern Territory Government Policy

Presently, the Northern Territory Government supports the Federal Labor Party policy opposing new uranium mines being developed. However, as stated above, due to legislative arrangements in place, the Northern Territory Government must, to a significant extent, act on the advice of the Federal Minister in relation to uranium. Accordingly, the Northern Territory must act in accordance with the Federal Coalition's uranium policy, at least while the Coalition remains in government.

Federal Coalition policy has favoured uranium mining in Australia since the Coalition came to power in 1996, at which time the Labor Party's three mines policy was abandoned. It was then decided that new uranium mines could operate, albeit under strict environmental, heritage and nuclear safeguards.

Australian Federal Government Policy

Mining Policy

As set out above, the Federal Government, the policy of which has been to favour uranium mining since the Coalition came to power in 1996, effectively controls uranium mining in the Northern Territory.

If the Labor Party wins the next federal election, it will control uranium mining in the Northern Territory. The consequences of this are uncertain, as the Federal Labor Party has not made clear its policy with respect to uranium mining. It is possible that its policies may have a significant adverse effect on Alara's ability to exploit any uranium resources delineated.

Export Policy

The Federal Government maintains controls over the export of uranium through its licensing process. Uranium may only be sold and exported in accordance with the Customs (Prohibited Exports) Regulations (Cth) and the Nuclear Non-Proliferation (Safeguards) Act (Cth). Australian uranium can only be exported to countries that undertake to use it for peaceful purposes. Uranium mining itself is also extensively regulated. Complying with these laws and regulations increases the cost of exploring, drilling, developing, constructing, operating and closing mines and other production facilities. The approvals required are more rigorous than those for the mining of other metals. There is a risk that should economic deposits of uranium be discovered, the requisite government approvals may not be granted or may be significantly delayed, thereby rendering the deposits uneconomic.

The Western Australian Government Policy

The State Labor Government of Western Australia was re-elected on 26 February 2006 for a further four year term on a policy prohibiting the mining of uranium in Western Australia.

4 Safeguards Agreements sets forth the rules for application of safeguard measures pursuant to Article XIX of GATT 1994. Safeguard measures are defined as "emergency" actions with respect to increased imports of particular products, where such imports have caused or threaten to cause serious injury to the importing member's domestic industry (Article 2).

5 Australian Obligated Nuclear Material means Australian uranium and nuclear material derived from it, which is subject to obligations pursuant to Australia's bilateral safeguards agreements.

The Western Australian Policy6 does not stop Alara exploring for and identifying uranium deposits in Western Australia, but it does mean that it will not be able to mine any deposit it identifies unless the present or a future Western Australian Government reverses the Western Australian Policy.

Political Risks – Possible Adverse effect on Company's Financial Position

The Federal Government has announced a preparedness to discuss the export of uranium to China and India and the establishment of a committee of enquiry into the establishment of a nuclear power industry in Australia, but there is no guarantee of a change of policy.

Investors should also note that even if there is a relaxation to the Federal Policy7 , mining and exploration is still subject to the Western Australian Policy in force at the relevant time in respect of Alara's Western Australian projects. Similarly a relaxation to the Western Australian Policy still makes Alara subject to the Federal Policy in force at the relevant time.

Unless the Western Australian Policy is relaxed Alara will not be able to mine any uranium that it might find in its Western Australian projects.

If the Western Australian Policy is not relaxed in line with investors' expectations, it may have a significant adverse effect on Alara's financial position, prospects and share price. This is because the amount spent on the Western Australian projects cannot be recovered until the policy is relaxed.

Should Australian Governments at both the Federal and State level relax their current restrictive policies on the mining and export of uranium then that will create a welcome environment for junior explorers.

There can be no assurance that the above Government policies will change in the future. In addition, future changes in governments, regulations and policies may have an adverse impact on Alara.

2. COMPETITION FROM ALTERNATIVE ENERGY AND PUBLIC PERCEPTION

Nuclear energy is in direct competition with other, more conventional sources of energy which include oil, gas, coal and hydro-electricity. These conventional energy sources may be provided at lower cost resulting in a decrease in demand for uranium.

Furthermore, the growth of the nuclear power industry (with an attendant increase in the demand for uranium) beyond its current level will depend upon continued and increased acceptance of nuclear technology as a means of generating electricity. The nuclear industry is currently subject to divided public opinion due to political, technological and environmental factors. This may have an adverse impact on the demand for uranium and increase the regulation of uranium mining.

One of the arguments for nuclear energy is its substantially reduced level of carbon emissions. Alternative energy systems such as wind or solar also have very low levels, if any, of carbon emissions. Technology changes may occur that make alternative energy systems more efficient and reliable.

3. INVESTMENT IN PERU

Alara has resource projects located in Peru, South America.

Peru is a less-developed country with associated political, economic, legal and social risks. Consideration should be given to the risks associated with operating in Peru as it has an economy and legal system different from that of most developed countries.

There can be no assurance that the systems of government and the political system will remain stable. There can be no guarantee that government regulations relating to foreign investment, nationalisation of private assets, repatriation of foreign currency, taxation and the mining industry in Peru will not be enacted, amended and / or replaced in the future to the detriment of Alara's business and / or projects . Outcomes before courts in Peru may be less predictable than in Australia, which could affect the enforceability of contracts entered into by Alara in these countries. There can be no guarantee that civil, ethnic or military unrest will not break out in Peru in the near future.

6 Western Australia Policy means the Western Australian State Government's enunciated policy prohibiting the mining of uranium in Western Australia, being more particularly described herein.

7 Federal Policy means the Australian Federal Government's regulation of uranium mining and exploitation and policies in relation therein, being more particularly described

Alara's operations may be impacted by currency fluctuations, political reforms, changes in Peruvian government policies and procedures, civil unrest, social and religious conflict and deteriorating economic conditions. The likelihood of any of these changes, and their possible effects, if any, cannot be determined by Alara with any clarity at the present time, but they may include disruption, increased costs and, in some cases, total inability to establish or to continue to operate mining exploration or development activities.

Changes to the mining law or to other government legislation and regulations in Peru, or to the division of regulatory powers between the central government and local and provincial bodies, may materially impact on the ability of Alara to operate in Peru and on the ultimate profitability of Alara's projects to be developed in Peru. In the event that an economic resource is identified in relevant projects in Peru there can be no assurance that all or any of the relevant approvals and permits necessary to conduct mining operations will be granted by the Peruvian government and other appropriate regulatory authorities.

Holding a mineral concession in Peru does not grant automatic access to the surface land. In practice, mining companies have to negotiate and enter into private agreements with landowners in order to have access to their land for purposes of conducting mining activities. There is a surface land access risk in that Alara may find that it is unable to negotiate suitable access or compensation arrangements with the local Peruvian community.(e.g. land owners, local authorities, traditional land users) which are required to be completed prior to the commencement of any mining activity.

Mining projects developed in areas of the country where there is a high index of poverty, social or community carries with it the risk of social unrest and protests where issues arise with community groups, which in extreme cases can lead to violent up-risings against the particular mining company.

The risk of terrorism activities in Peru and South America generally and the resulting impact upon relevant projects is also a relevant risk factor.

If any contracts regulating Alara's interest in relevant projects were unenforceable in whole or in part, Alara would be adversely affected to the extent of any such unenforceability. In practical terms, the enforcement of contractual rights in Peru may be difficult. Accordingly, if any party breaches its obligations under relevant contracts it may be difficult for Alara to achieve specific performance or gain satisfactory compensation. Even if Alara is able to enforce its rights, it may only be able to do so over an extended period of time and at a potentially high cost.

There are also added risks attaching to exploration and mining operations in a developing country such as Peru which are not necessarily present in a developed country which can impact on a range of factors such as sovereign risk, safety, security, costs, ability to operate, country policy, fiscal provisions and laws and can lead to delays or even the suspension of operations.

Alara has made investment and strategic decisions based on information currently available to its Directors. Should there be any material change in the political, economic, legal and social environments in Peru or South America generally, Alara's Directors may reassess investment decisions and commitments to assets in this country and region.

3.1. EXPLORATION RISK

The mineral tenements in which Alara has an interest are at various stages of exploration, and potential investors should understand that mineral exploration and development are high risk undertakings.

Mineral exploration involves significant risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome.

There can be no assurance that exploration of Alara's projects, or any other tenements that may be acquired in the future, will result in the discovery of an economic mineral deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

4. OPERATING RISK

The operations of Alara may be affected by various factors, including failure to locate or identify mineral deposits; failure to achieve predicted grades in exploration and mining; operational and technical difficulties encountered in mining; difficulties in commissioning and operating plant and equipment; mechanical failure or plant breakdown; unanticipated metallurgical problems which may affect extraction rates and costs; adverse weather conditions; industrial and environmental accidents; industrial disputes; and unexpected shortages or increases in the costs of labour, consumables, spare parts, plant and equipment.

No assurances can be given that Alara will achieve commercial viability through the successful exploration and/or mining of its tenement interests/projects in which it will have an interest. Until Alara is able to realise value from its projects, it is likely to incur ongoing operating losses.

5. MARKET RISK

If Alara achieves success leading to mineral production, the marketability of any minerals produced will be affected by numerous factors beyond the control of Alara. These factors include market fluctuations and government regulations including regulations relating to taxation, royalties, allowable production, importing and exporting of minerals and environmental protection.

6. ABILITY TO EXPLOIT SUCCESSFUL DISCOVERIES

It may not always be possible for Alara to participate in the exploitation of any successful discoveries that may be made in any areas in which Alara has an interest. Such exploitation will involve the need to obtain the necessary licences or clearances from the relevant authorities, which may require conditions to be satisfied and/or the exercise of discretions by such authorities. Further, the decision to proceed to further exploration may require the participation of other companies or individual whose interests and objectives may not be the same as Alara. Such further work may also require Alara to meet or commit to financing obligations to which it may not have planned.

7. COMMODITY PRICE VOLATILITY AND EXCHANGE RATE RISKS

If Alara achieves success leading to mineral production, the revenue it will derive through the sale of commodities exposes the potential income of Alara to commodity price and exchange rate risks.

Commodity prices fluctuate and are affected by many factors beyond the control of Alara. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other micro and macro-economic factors.

Furthermore, international prices of various commodities are mostly denominated in United States dollars, whereas the income and expenditure of Alara are and will be taken into account in Australian and potentially Peruvian currency, exposing Alara to the fluctuations and volatility of the rate of exchange between the United States dollar, the Australian dollar and the Peruvian currency (Nuevo Sol) as determined in international markets.

8. ENVIRONMENTAL RISKS

The operations and proposed activities of Alara are subject to laws and regulation in Australia and Peru concerning the environment. As with most exploration projects and mining operations, Alara's activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. Many of the activities and operations of Alara are environmentally sensitive and cannot be carried out without prior approval from and compliance with all relevant authorities.

It is Alara's intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws. However, Alara may be liable for environmental rehabilitation, damage control and losses due to risks inherent to its activities, such as accidental spills, leakages or other unforeseen circumstances. Breaches of environmental requirements could result in fines or closure of Alara's operations.

Further, Alara may require approval from the relevant authorities before it can undertake activities that are likely to impact on the environment. There can be no guarantee that such approvals will be granted. Failure to obtain such approvals will prevent Alara from undertaking its desired activities.

Alara is unable to predict the effect of additional environmental laws and regulations that may be adopted in the future, including whether any such laws or regulations would materially increase Alara's cost of doing business or effect its operations in any area.

9. CLIMATE RISKS

Adverse climatic conditions may adversely affect mining exploration and operations and cause a disruption to exploration and mineral production.

Mining operations may also require access to an adequate supply of water. There may be a requirement to identify an adequate water supply. Failure to do so may require certain production facilities to be located at a distance from mining operations requiring additional transport to the production facility and resulting in increased operating costs.

10. TITLE RISKS AND NATIVE TITLE

Certain of the tenements referred to in this Prospectus are applications awaiting grant and are not granted licences. There is a risk that these applications will not be granted.

Interests in tenements in Australia are governed by the legislation of the State in which they are located and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, Alara could lose title to, or its interest in, tenements if native title agreements are not reached, licence conditions are not met or if insufficient funds are available to meet expenditure commitments.

It is also possible that, in relation to tenements which Alara has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of Alara to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

The Directors will closely monitor the potential effect of native title claims involving tenements in which Alara has or may have an interest.

11. INSURANCE RISKS

Alara intends to adequately insure its operations in accordance with industry practice. However, in certain circumstances, Alara's insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of Alara. Insurance of all risks associated with mineral exploration and production is not always available and where available the costs can be prohibitive.

12. PAYMENT OBLIGATIONS

Under the exploration tenements and certain other contractual agreements to which Alara is or may in the future become party, Alara is or may become subject to payment and other obligations. In particular, tenement holders are required to expend the funds necessary to meet the minimum work commitments attaching to the exploration tenements. Failure to meet these work commitments will render the tenement liable to be cancelled. Further, if any contractual obligations are not compiled with when due, in addition to any other remedies which may be available to the other parties, this could result in dilution or forfeiture of interests held by Alara.

Alara may not have, or be able to obtain, financing for all such obligations as they arise. In the future, Alara may seek to reduce its financing obligations by granting options over or farming-out part of its interest in its tenements/projects. Failure to achieve any proposed option or farm-out may affect Alara's ability to fund its further operations on its projects.

13. SHARE MARKET CONDITIONS

The price of the shares when quoted on ASX will be influenced by international and domestic factors affecting conditions in equity, financial and commodity markets. These factors may affect the general level of prices for listed securities of mining and exploration companies quoted on ASX such as Alara and are outside the control of Alara.

14. ADDITIONAL REQUIREMENTS FOR CAPITAL

Future capital requirements will depend on many factors, including Alara's exploration results. Additional funds may be needed to fully drill-out and exploit any mineralisation that may be discovered, to commence mining, to farm into, or to purchase other mining projects. The Directors will also investigate the most appropriate manner in which to obtain further funds at the relevant times.

Any additional equity financing may be dilutive to shareholders, and debt financing, if available, may involve restrictions on financing and operating activities. If Alara is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations or anticipated expansion.

15. GENERAL INVESTMENT RISKS

There is a risk that the price of shares and returns to shareholders may be affected by changes in:

• local and world economic conditions;

• interest rates;

• currency exchange risks;

• levels of tax, taxation law and accounting practice;

• government legislation or intervention;

• inflation or inflationary expectations;

• natural disasters, social upheaval or war in Australia or overseas;

• disease and heath outbreaks; and

• international hostilities and acts of terrorism,

as well as other factors beyond the control of Alara.

16. CONTRACTUAL AGREEMENTS

Alara has acquired its interest in a number of tenements through agreements with third parties. If such third parties fail to meet their obligations under such agreements (including but not limited to any funding or financing obligations), this could adversely affect Alara's ongoing operations. In addition, a number of those agreements may contemplate further agreements being executed by the parties and in particular refer to the adoption of industry accepted clauses for incorporation in such further agreements. There can be no guarantee that the parties are able to reach agreement on such further contemplated agreements.

17. INVESTMENT SPECULATIVE

The above list of risk factors ought not to be taken as exhaustive of the risks faced by Alara or by investors in Alara. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of Alara and the value of Alara's shares.

Therefore, the Alara shares to be transferred under the In Specie Distribution carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those shares.

In addition, the list of risk factors referred to above are not made in any order of priority and no emphasis should be placed on one risk factor at the expense of another simply because of its relative placement in the list referred to above.

Potential investors should therefore consider that an investment in Alara is SPECULATIVE and should consult their professional advisers before deciding whether to approve the Capital Return under the Strike Notice of AGM.

SECTION 8. ADDITIONAL INFORMATION

8.1 Taxation

Section 1.20 of the Strike Notice of AGM contains a general summary (as statements of general principle) of the potential tax consequences of the Capital Return/In Specie Distribution to Strike Shareholders (which is deemed to be incorporated in this Prospectus). Shareholders should obtain and rely on their own independent financial and taxation advice about the consequences of receiving (under the Offer) or selling Alara Shares from a taxation viewpoint and generally. To the maximum extent permitted by law, Strike, its officers and each of their respective advisors accept no liability or responsibility with respect to the taxation consequences of the Offer of Alara Shares under this Prospectus.

8.2 Distribution Of Prospectus

The Prospectus has been prepared by Strike. In preparing the Prospectus, Strike has taken reasonable steps to ensure that the information in the Prospectus is not false or misleading. In doing so, Strike has had regard to the prospectus requirements of the Corporations Act.

Shareholders should read the full text of the Prospectus (and all documents deemed to be incorporated in this Prospectus) as the information contained in individual sections is not intended to and does not provide a comprehensive review of the business and financial affairs of Alara nor the Alara Shares the subject of the Offer.

No person is authorised to give any information in relation to or to make any representation in connection with the Offer described in the Prospectus that is not contained in the Prospectus. Any such information or representation may not be relied upon as having been authorised by Strike in connection with the Offer.

The Prospectus provides information to assist Shareholders in deciding whether to approve the Capital Return under the Strike Notice of AGM and receive Shares in Alara via the In Specie Distribution and should be read in its entirety. If you have any questions about its contents or the Offer or Capital Return/In Specie Distribution you should contact your stockbroker, accountant or other financial adviser.

8.3 Interests of Directors in Alara Uranium Limited

Other than as set out below or elsewhere in this Prospectus:

• (a) no Director or Director related entity holds, or during the last two years before lodgment of this Prospectus with the ASIC, held an interest in:
  • (i) the formation or promotion of Alara;
  • (ii) property acquired or proposed to be acquired by Alara in connection with its formation or promotion or the Offer; or
  • (iii) the Offer; and
• (b) no amounts, whether in cash or Shares or otherwise, have been paid or agreed to be paid to any Director or any Director related entity, either to induce him to become, or to qualify, as a Director or otherwise for services rendered in connection with the formation or promotion of Alara or the Offer.

8.3.1 Completion of Share Sale Agreements and Alara IPO Prospectus

As disclosed in the Alara IPO Prospectus (which is deemed to be incorporated into this Prospectus) (in particular, Section 14.7) of Strike notes that:

• (a) as a consequence of the completion of the Strike Uranium Sale and Peru Sale Agreements (as defined in the Alara IPO Prospectus), Alara has issued 28.75 million Shares to Strike as consideration for the acquisition of Strike Uranium Pty Ltd (now known as Alara Operations Pty Ltd) and Strike Uranium Peru Pty Ltd (now known as Alara Peru Pty Ltd);
• (b) as a consequence of the completion of the Hume Sale Agreement (as defined in the Alara IPO Prospectus), Alara has issued 6.25 million Shares to Orion as consideration for the acquisition of Hume Mining NL;
• (c) Orion received a priority allocation of 2 million Shares subscribed under the Alara IPO Prospectus;
• (d) the current Alara Directors (Messrs John Stephenson, H. Shanker Madan and Farooq Khan) were appointed to the Alara Board after the completion of the Alara IPO Prospectus and the Share Sale Agreements;
• (e) all of the current Alara Directors are also Directors of Strike;
• (f) current Alara and Strike Director, Farooq Khan is also a director of Orion; and
• (g) the current Company Secretary of Alara (Mr Victor Ho) is also a director and company secretary of Strike and Orion.

8.3.2 Remuneration of Directors of Alara Uranium Limited

Details of the Alara Directors' remuneration, Directors and officers indemnity and insurance and Directors' deeds are set out in the Remuneration Report section of the Alara 2007 Full Year Report and in sections 14.3 and 14.4 of the Alara IPO Prospectus (which are both deemed to be incorporated in this Prospectus) and other than as set out elsewhere in this Prospectus, that information and disclosure remains current.

8.3.3 Relevant Interests of Directors in Alara Uranium Limited

The Alara Directors' relevant interest in securities of Alara as at 26 October 2007 are as follows:

Alara Director	Shares (AUQ)	$0.25 (30 June 2009)Listed Options (AUQO)	Unlisted $0.55 (27 July 2012)Director Options
John Stephenson	180,000	135,000	975,000
H. Shanker Madan	184,983	138,737	8,800,000
Farooq Khan	8,665,699 8	9,266,205 9	8,775,000

8.3.4 Relevant Interests of Directors in Strike Resources Limited

The Strike Directors' relevant interest in securities of Strike as at 26 October 2007 are as follows:

StrikeDirector	Fully paidordinaryshares (SRK)	$0.20 (30 June2008) ListedOptions (SRKO)	$0.96 (21 July2011)UnlistedOptions	$0.96 (13September2011) UnlistedOptions	$2.10 (7March 2012)UnlistedOptions	$2.81 (7March 2012)UnlistedOptions
JohnStephenson	200,000	-	800,000	-	-	350,000
H. ShankerMadan	503,846	-	1,800,000	-	-	950,000
FarooqKhan10	2,734,33611	1,191,47612	1,400,000	-	-	700,000
Victor Ho	16,667	-	600,000	-	-	350,000
WilliamJohnson	-	-	-	500,000	-	350,000
MalcolmRichmond	100,000	-	-	-	-	600,000

8.4 Interests of Persons Named in Prospectus

Other than as set out below or elsewhere in this Prospectus:

• (a) no person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus holds, or during the last two years before lodgment of this Prospectus with the ASIC, held, an interest in:
  • (i) the formation or promotion of Alara;
  • (ii) property acquired or proposed to be acquired by Alara in connection with its formation or promotion or the Offer; or
  • (iii) the Offer; and
• (b) no amounts, whether in cash or shares or otherwise, have been paid or agreed to be paid to any such person for services rendered in connection with the formation or promotion of Alara or the Offer.

8 Mr Khan is deemed under the Corporations Act to have a relevant interest in 8,485,699 Alara Shares (of which 6,250,000 shares are escrowed until 24 May 2009) held by Orion Equities Limited (OEQ) as Mr Khan has a greater than 20% interest in Queste Communications Ltd (QUE), which is deemed to be in control of OEQ, and 180,000 Alara Shares held by Interstaff Recruitment Limited (formerly Skills Advantage Australia Limited) (IRL), as Mr Khan has a greater than 20% interest in IRL.

9 9,131,205 Listed $0.25 (30 June 2009) Options are held by OEQ and 135,000 options held by IRL.

10 Mr Khan is deemed under the Corporations Act to have a relevant interest in securities in Strike held by OEQ as Mr Khan has a greater than 20% interest in QUE, which is deemed to be in control of OEQ with a 48% shareholding in OEQ; In addition to the above relevant interest, Farooq Khan also has a relevant interest, for the same reason, in the following unlisted Strike Options which are not included in the table: 1,833,333 unlisted $0.20 (9 February 2011) Options held by OEQ and 1,666,667 unlisted $0.30 (9 February 2011) Options held by OEQ

11 2,380,996 shares are held by OEQ

12 1,014,806 listed $0.20 (30 June 2008) Options are held by OEQ

A full disclosure of the interests of the persons named in the Alara IPO Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of the Alara IPO Prospectus, for the period commencing on the incorporation of Alara to the date of issue of the Alara IPO Prospectus, are set out in section 19.11 of the Alara IPO Prospectus (which is deemed to be incorporated in this Prospectus). Other than as set out below or elsewhere in this Prospectus, that information and disclosure remains current.

Hetherington Exploration & Mining Title Services Pty Ltd has provided services in relation to the administration of Alara's Australian tenements. Alara has paid or agreed to pay commercial arm's length fees for these services in the normal course of business to the date of this Prospectus, totaling approximately $9,000 since the date of Alara's incorporation.

Miranda & Amado Abogados has provided legal services in relation to Alara's affairs and operations in Peru. Alara has paid or agreed to pay commercial arm's length fees in the normal course of business for these services to the date of this Prospectus, totaling approximately $17,000 since the date of Alara's incorporation.

Advanced Share Registry Services has provided share registry services to Alara. Alara has paid or agreed to pay commercial arm's length fees in the normal course of business for these services to the date of this Prospectus, totaling approximately $36,000 since the date of Alara's incorporation.

SECTION 9. CONSENTS

Each of the parties referred to in this Section 9:

• (a) does not make, or purport to make, any statement in this Prospectus or on which a statement made in the Prospectus is based other than as specified in this section; and
• (b) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this section.

Al Maynard and Associates, Consulting Geologists, has given its written consent to the incorporation by reference to the Independent Geological Report set out in Section 10 of the Alara IPO Prospectus and to all statements referring to that report in the form and context in which they are included, and has not withdrawn its consent prior to the lodgment of this Prospectus with ASIC. This consent has been provided on the basis that the Independent Geological Report has not been checked or updated since 29 March 2007 and does not take account of any developments which may have taken place since that date.

Hetherington Exploration & Mining Title Services Pty Ltd has given its written consent to the incorporation by reference to the Independent Exploration Titles Report set out in Section 11 of the Alara IPO Prospectus and to all statements referring to that report in the form and context in which they are included, and has not withdrawn its consent prior to the lodgment of this Prospectus with ASIC. This consent has been provided on the basis that the Independent Exploration Titles Report has not been checked or updated since 8 March 2007 and does not take account of any developments which may have taken place since that date.

Miranda & Amado Abogados has given its written consent to the incorporation by reference to the Legal Opinion on the Peruvian Concessions set out in Section 12 of the Alara IPO Prospectus and to all statements referring to that report in the form and context in which they are included, and has not withdrawn its consent prior to the lodgment of this Prospectus with ASIC. This consent has been provided on the basis that the Legal Opinion on the Peruvian Concessions has not been checked or updated since 27 March 2007 and does not take account of any developments which may have taken place since that date.

Bentleys MRI Perth Financial Services Pty Ltd has given its written consent to the incorporation by reference to the Independent Accountant's Report set out in Section 13 of the Alara IPO Prospectus and to all statements referring to that report in the form and context in which they are included, and has not withdrawn its consent prior to the lodgment of this Prospectus with ASIC. This consent has been provided on the basis that the Independent Accountant's Report has not been checked or updated since 29 March 2007 and does not take account of any developments which may have taken place since that date.

Advanced Share Registry Services have consented to being named in the Prospectus as the share registry to Strike and Alara and have not withdrawn such consent prior to the lodgment of this Prospectus with the ASIC:

SECTION 10. AUTHORITY OF DIRECTORS

Each of the Directors of Strike Resources Limited has consented to the lodgment of this Prospectus in accordance with section 720 of the Corporations Act.

Dated 26 October 2007

Signed for and on behalf of STRIKE RESOURCES LIMITED BY DR JOHN STEPHENSON CHAIRMAN

__________________________________

SECTION 11. DEFINITIONS

AGM means annual general meeting.

Alara means Alara Uranium Limited A.B.N. 27 122 892 719

Alara 2007 Full Year Report means the Directors' Report and Financial Report for the year ended 30 June 2007 dated 21 September 2007 and announced to the ASX on 21 September 2007 (which is deemed to be incorporated into this Prospectus).

Alara IPO Prospectus means the prospectus lodged by Alara with the ASIC and dated 3 April 2007 for the offer of up to 40,000,000 Shares at an issue price of 25 cents, which closed on 9 May 2007 raising gross funds of $10,000,000 (which is deemed to be incorporated into this Prospectus).

Alara June 2007 Quarterly means Alara's Quarterly Activities and Cashflow Report for the quarter ended 30 June 2007, dated 31 July 2007 and announced to the ASX on 1 August 2007 (which is deemed to be incorporated into this Prospectus).

ASIC means Australian Securities and Investments Commission.

ASTC means ASX Settlement Corporation Pty Ltd ACN 008 504 532.

ASTC Settlement Rules means the operating rules of ASTC.

ASX means the Australian Securities Exchange operated by ASX Limited (ACN 008 624 691).

Board means the board of Directors unless the context indicates otherwise.

Business Day means a day other than a Saturday or Sunday on which banks are open for business in Perth, Western Australia.

Capital Return means Strike's reduction of share capital effected by returning to Eligible Strike Shareholders, in proportion to the number of Shares held by them as at the Record Date, 16,000,000 Alara Shares held by Strike.

CHESS means ASX Clearing House Electronic Subregistry System.

Consolidated Entity means Strike and its controlled entities.

Corporations Act and Law means the Corporations Act 2001 (Cth).

Directors means the directors of Strike or Alara as the case may be from time to time.

Dollars or $ means Australian dollars unless otherwise stated.

Entitlement means the number of Alara Shares to which each Eligible Strike Shareholder is entitled under the Offer.

Eligible Strike Shareholders means those Strike Shareholders who, on the Record Date, are registered as the holders of Strike Shares, or who are the transferees under Share transfers lodged with Strike prior to the Record Date.

Glossary means this glossary of definitions.

Hume means Hume Mining NL A.B.N. 52 063 994 945.

Hume Sale Agreement means the agreement between Alara and Orion dated 19 March 2007 for Alara to acquire Hume, referred to Section 16.2 of the Alara IPO Prospectus.

IRL means Interstaff Recruitment Limited (formerly Skills Advantage Australia Limited)

Independent Accountant's Report means the report contained in Section 13 of the Alara IPO Prospectus.

Independent Exploration Titles Report means the report contained in Section 11 of the Alara IPO Prospectus.

Independent Geological Report means the report contained in Section 10 of the Alara IPO Prospectus.

In Specie Distribution means the in specie distribution of up to 16 million Shares in Alara held by Strike to Eligible Strike Shareholders under the Capital Return.

Legal Opinion on the Peruvian Concessions means the report contained in Section 12 of the Alara IPO Prospectus.

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

Option means an option to subscribe for one Share in Strike or Alara as the case may be.

OEQ means Orion Equities Limited.

Offer means the proposed transfer of Alara Shares under the Capital Return/In Specie Distribution to Eligible Strike Shareholders.

Official List means the Official List of ASX.

Peru Sale Agreement means the agreement between Alara and Strike dated 20 March 2007 for Alara to acquire Strike Uranium Peru Pty Ltd A.C.N. 124 334 103 (know as Alara Peru Pty Ltd), referred to in Section 16.3 of the Alara IPO Prospectus.

Prospectus means this prospectus dated 26 October 2007 which accompanies the Strike Notice of AGM for an AGM of Strike to be held on 30 November 2007 to consider, amongst other matters, the Capital Return.

QUE means Queste Communications Ltd.

Quotation means quotation of the Shares or Options on ASX.

Record Date means, for the purposes of the Capital Return/In Specie Distribution, 5 pm on Monday, 10 December 2007.

Share means one fully paid ordinary share in Strike or Alara as the case may be.

Share Sale Agreements means the Strike Uranium Sale Agreement, Hume Sale Agreement and Peru Sale Agreement.

Strike Uranium Sale Agreement means the agreement between Alara and Strike dated 19 March 2007 for Alara to acquire Strike Uranium Pty Ltd A.C.N. 123 780 441 (now known as Alara Operations Pty Ltd), referred to in section 16.1 of the Alara IPO Prospectus.

Shareholder means a holder of Shares.

Strike means Strike Resources Limited A.B.N. 94 088 488 724).

Strike Notice of AGM means Strike's notice of annual general meeting and explanatory statement dated 22 October 2007 for an AGM to be held on 30 November 2007 to consider, amongst other matters, shareholder approval of the Capital Return.

ASX Code: SRK

Strike Resources Limited A.C.N. 088 488 724

Registered Office: Share Registry:

Level 14, The Forrest Centre 221 St Georges Terrace Perth, Western Australia 6000

T | (08) 9214 9700 F | (08) 9322 1515 E | info@strikersources.com.au W | www.strikeresources.com.au

Advanced Share Registry Services 110 Stirling Highway Perth, Western Australia 6009

T | (08) 9389 8033 F | (08) 9389 7871 E | admin@advancedshare.com.au W | www.asrshareholders.com