STRIKE RESOURCES LIMITED — AGM Information 2009

Oct 26, 2009

NOTICE OF ANNUAL GENERAL MEETING & EXPLANATORY STATEMENT

TO SHAREHOLDERS

Date and Time of Meeting: 11:00 am (Perth time)

on Wednesday, 25 November 2009

Place of Meeting: Somerset Hotel

185 St Georges Terrace 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.

CONTENTS CORPORATE DIRECTORY

Notice of Annual General Meeting2			BOARD
Explanatory Statement			John F. StephensonH. Shanker MadanFarooq Khan		ChairmanManaging DirectorDirector
Resolutions:			William M. JohnsonMalcolm R. Richmond		DirectorDirector
	1. Re-elect Farooq Khan as Director	5	A. Farhad MoshiriMark P. M. Horn		DirectorAlternate Director
	2. Re-elect William Johnson as Director	5	Matthew C. P. Hammond		for Mr MoshiriDirector
	3. Re-elect Matthew Hammond as Director	5	COMPANY SECRETARY
	4. Approve Updated Directors' Deeds	6	Victor P. H. Ho
Shanker Madan	5. Approve Issue of Director's Options to	9	PRINCIPAL & REGISTERED OFFICELevel 14, The Forrest Centre221 St Georges Terrace
Remuneration Limit	6. Approve Non-Executive Directors'	13	Perth Western Australia 6000Telephone:Facsimile:		+61 8 9214 9700+61 8 9322 1515
	7. Adopt Remuneration Report	14	Email:Web:		info@strikeresources.com.auwww.strikeresources.com.au
How to Vote	Annexures A, B and C - Terms andConditions of Options Under Resolution 5Time and Place of Meeting and	15	SHARE REGISTRYAdvanced Share Registry ServicesSuite 2, 150 Stirling HighwayNedlandsTelephone:Facsimile:Email:Web:	Western Australia	6009+61 8 9389 8033+61 8 9389 7871admin@advancedshare.com.auwww.advancedshare.com.au
	www.strikeresources.com.au		STOCK EXCHANGE
Visit our website for:Latest NewsFinancial Reports	Market Announcements		Australian Securities ExchangePerth, Western AustraliaASX CODE: SRK
receive latest Company	Register your email with us toannouncements and releases		EMAIL US AT:info@strikeresources.com.au

PURPOSE OF THIS DOCUMENT

This Notice of Annual General Meeting 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 Annual General Meeting and Explanatory Statement in full to make an informed decision regarding the resolutions to be considered at this Annual General Meeting.

This Notice of Annual General Meeting and Explanatory Statement is dated 15 October 2009.

ENQUIRIES

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

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that an Annual General Meeting (AGM) of shareholders of Strike Resources Limited A.C.N. 088 488 724 (Company or Strike or SRK) will be held at Somerset Hotel, 185 St Georges Terrace, Perth, Western Australia at 11:00 am (Perth time) on Wednesday, 25 November 2009.

AGENDA

ORDINARY BUSINESS

1. Annual Reports

To consider and receive the 2009 Directors' Report, Financial Statements and Auditor's Report of the Company, which are contained in the Company's 2009 Annual Report.

The 2009 Annual Report will be sent to those shareholders who have elected to receive a printed version. Otherwise, an electronic version of the 2009 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, when available.

2. Resolution 1 – Re-Election of Farooq Khan as Director

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

"That Farooq Khan, 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."

3. Resolution 2 – Re-Election of William Johnson as Director

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

"That William Matthew Johnson, 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."

4. Resolution 3 – Re-Election of Matthew Hammond as Director

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

"That Matthew Charles Perrins Hammond, 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."

5. Resolution 4 – Approval of Updated Directors' Deeds

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

"That, for the purposes of Part 2E of the Corporations Act (Cth) 2001 and for all other purposes, approval is given to the Company to enter into a deed with each of its Directors on the terms and conditions summarised in the Explanatory Statement accompanying this Notice."

Voting Exclusion: The Company will disregard any votes cast on this resolution by Directors, John Stephenson, H. Shanker Madan, Farooq Khan, William Johnson, Malcolm Richmond, A. Farhad Moshiri, Matthew Hammond and Alternate Director (for A. Farhad Moshiri) Mark Horn, or any associates of each of the foregoing directors.

6. Resolution 5 – Issue of Options to Director – Hem Shanker Madan

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 (Cth) 2001 and ASX Limited (ASX) Listing Rule 10.11, and for all other purposes, shareholders approve the issue to Mr Hem Shanker Madan, the Managing Director of the Company, a total of 2,250,000 options, as follows:

• (i) 750,000 options, each to subscribe for one ordinary share in the Company at an exercise price equal to $2.50 and exercisable at any time before 3 years from the date of issue;
• (ii) 750,000 options, each to subscribe for one ordinary share in the Company at an exercise price equal to $2.75 and exercisable at any time before 3 years from the date of issue;
• (iii) 750,000 options, each to subscribe for one ordinary share in the Company at an exercise price equal to $3.25 and exercisable at any time before 3 years from the date of issue; 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 H. Shanker Madan or any associate of H. Shanker Madan.

7. Resolution 6 – Setting of Non-Executive Directors' Remuneration Limit

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

"That approval is given for the total amount of fees payable to Directors (save for remuneration to Executive Directors including the Managing Director) to be set at a maximum of $500,000 per annum, for the purposes of clause 38 of the Company's Constitution, ASX Listing Rule 10.17 and for all other purposes."

Voting Exclusion: The Company will disregard any votes cast on this resolution by Directors, John Stephenson, H. Shanker Madan, Farooq Khan, William Johnson, Malcolm Richmond, A. Farhad Moshiri, Matthew Hammond and Alternate Director (for A. Farhad Moshiri) Mark P. M. Horn, or any associates of each of the foregoing directors.

8. Resolution 7 – 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 2009 be adopted."

DATED THIS 15th DAY OF OCTOBER 2009 - BY ORDER OF THE BOARD

VICTOR HO COMPANY SECRETARY

NOTES:

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 (Cth) 2001 (Corporations Act) and the Listing Rules of ASX Limited (ASX). This Explanatory Statement is intended to be read in conjunction with the Notice of Annual General Meeting.

1. Annual Reports

Section 317 of the Corporations Act requires the Directors of the Company to table before the AGM the Directors' Report, Financial Report and the Auditor's Report for the last financial year that ended before the AGM. Shareholders will be provided with a reasonable opportunity to ask questions or make statements in relation to these Reports, but no resolution to adopt the Reports will be put to shareholders at the AGM.

The Company's 2009 Annual Report will have been sent to those shareholders who have elected to receive a printed version. Otherwise, an electronic version of the 2009 Annual Report may be viewed and downloaded from the Company's website: www.strikeresources.com.au or emailed to shareholders upon request made to info@strikeresources.com.au.

2. Resolution 1 – Re-Election of Farooq Khan as Director

Resolution 1 seeks the re-election of Farooq Khan 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. This rule does not apply to the Managing Director.

Mr Khan retires at the AGM under this rule. However, being eligible, he has offered himself for re-election as a Director of the Company. Mr Khan has been a Director of the Company since 9 September 1999 and was most recently elected a Director at the 2006 AGM. Mr Khan's qualifications and experience are detailed in the Directors' Report in the Company's 2009 Annual Report.

3. Resolution 2 – Re-Election of William Johnson as Director

Resolution 2 seeks the re-election of William M. Johnson 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. This rule does not apply to the Managing Director.

Mr Johnson retires at the AGM under this rule. However, being eligible, he has offered himself for reelection as a Director of the Company. Mr Johnson has been a Director of the Company since 14 July 2006 and was most recently elected a Director at the 2006 AGM. Mr Johnson's qualifications and experience are detailed in the Directors' Report in the Company's 2009 Annual Report.

4. Resolution 3 – Re-Election of Matthew Hammond as Director

Resolution 3 seeks the re-election of Matthew C. P. Hammond as a Director of the Company.

The Board appointed Mr Hammond as Non-Executive Director on 25 September 2009 (which was after the Company's last (2008) AGM). In accordance with the Company's Constitution, Mr Hammond is subject to re-election at the next AGM of the Company. Mr Hammond's qualifications and experience are detailed in the Directors' Report in the Company's 2009 Annual Report.

5. Resolution 4 – Updated Directors' Deeds

Resolution 4 seeks shareholders' approval for the purposes of Part 2E of the Corporations Act for the entry by the Company into a deed with each of its Directors to regulate certain matters between the Company and each Director, both during the time the Director holds office with, and after the Director ceases to be an officer of, the Company (or its wholly owned subsidiaries) (the Deed).

The Company notes that it is not unusual for directors of a company to be granted the protection conferred by the Deed. The Company has previously entered into a Deed with each of its current Directors. Furthermore, the Deeds pertaining to Directors John Stephenson, Shanker Madan, Farooq Khan and former Director Victor Ho were approved by shareholders at a general meeting held on 14 July 2006; the Deed pertaining to William Johnson was approved at the 2006 AGM; and the Deed pertaining to Malcolm Richmond was approved by shareholders at a general meeting held on 6 March 2007.

However, the Company has conducted a general review and update of the terms of the Deed. The Company and each of its current Directors have agreed to terminate their existing deeds with effect as from and including the date of this AGM and, if this resolution is approved by shareholders, the Company will enter into the new Deed with each of its current Directors after that date.

The matters contained in the Deed are outlined in more detail below but principally relate to access to board papers and other company information, the costs of obtaining independent professional advice to assist the Director in the proper exercise of powers and discharge of duties as a Director of the Company, liability incurred by Directors, the payment of legal costs where Directors are involved in legal proceedings for, on behalf of or against the Company and the provision of Directors' indemnity insurance.

Some of these matters are already dealt with by the Corporations Act, but the provisions of the Deed the subject of this resolution are more detailed and comprehensive and extend the matters dealt with by the Corporations Act as outlined below.

The Company also notes that, in the event that shareholder approval is not obtained in accordance with this resolution, the Company proposes to enter into a modified form of the Deed (which would not require shareholders' approval) with Matthew Hammond (subject to his re-election as Director by shareholder approval of Resolution 3 at this AGM), A. Farhad Moshiri and Mark Horn which would not require shareholder approval. The remaining Directors will maintain their existing Deeds (which have previously been approved by shareholders as outlined above) or enter into a modified form of the Deed with the Company which would not require shareholders' approval.

The Company considers that the Deed complies with the provisions of Part 2D.2 of the Corporations Act. (Part 2D.2 sets out certain limitations on the scope of indemnities and insurance which may be effected by companies for their directors).

The Deed provides:

• 1. that the Company is to retain, and the Director is granted access to, Board papers and company books (subject to confidentiality and privilege) both while the Director is a director of the Company and after the Director ceases to hold office, for the purposes expressly permitted by the Deed (clause 2);
• 1. that the Company is required (to the extent permitted by the Corporations Act) to indemnify the Director against:
  • 2.1 any liability incurred by the Director (before or after the date of entry into the Deed) as an officer of the Company or as an officer of a Relevant Entity (i.e., a wholly-owned subsidiary of the Company);
  • 2.2 legal costs which the Director pays or becomes liable to pay in defending or resisting legal proceedings for a liability incurred as an officer of the Company or as an officer of a Relevant Entity or in seeking relief from such a liability under the Corporations Act; and
  • 2.3 legal costs which the Director pays or becomes liable to pay in connection with any legal proceedings of an official person relating to the Company or a Relevant Entity which involves the Director because of his present or former capacity as an officer of the Company or a Relevant Entity (clause 4);
• 1. that, subject to the terms of the Deed and the Corporations Act, the Company is permitted, at the request of the Director and on such terms as it thinks fit, to advance monies to the Director to meet any costs or expenses of the Director incurred in circumstances relating to the indemnities provided under the Deed and prior to the outcome of a legal proceeding. The Company cannot make such

an advance to a Director in respect of legal costs incurred in a legal proceeding initiated by the Company against the Director. Advances must be repaid by the Director once the outcome of the legal proceeding is known, but may be set-off by indemnities from the Company (where permitted by the Deed and the Corporations Act) (clauses 6.2 and 6.3);

• 1. that the Company must (subject to the Corporations Act) use its best efforts to ensure that, so far as practical (having regard to the cost of coverage and its availability), the Director is insured under a directors' and officers' insurance policy against liability incurred as an officer of the Company or of a Relevant Entity (D & O Policy) for the period that each Director is a director of the Company and for 2 years after that Director ceases to hold office, and to pay the insurance premiums on that D & O Policy (clause 7);
• 1. that the Company must reimburse the Director for the reasonable expense of obtaining independent professional advice to assist the Director in the proper exercise of powers and discharge of duties as a director of the Company (clause 9); and
• 1. for the Company's and Director's rights and obligations in respect of confidential information, legal proceedings against the Director, disclosure of Director's benefits and notifiable interests and related-party benefits.

The above is a summary of the main terms and conditions of the Deed only, and a complete copy of the Deed may be inspected at the Company's registered office.

Clause 49.1 of the Company's Constitution provides that, to the extent permitted by the Corporations Act and subject to the terms of the Company's Constitution, the Company may indemnify every person who is or has been an officer of the Company and, where the Board of Directors considers it is appropriate to do so, any person who is or has been an officer of a related body corporate of the Company, against any liability incurred by that person in his or her capacity as an officer of the Company or of the related body corporate (as the case may be).

Further, by clause 50.1 of the Company's Constitution, the Company may pay or agree to pay a premium in respect of a contract insuring a person who is or has been an officer of the Company or a related body corporate of the Company against any liability incurred by the person as an officer of the Company or a related body corporate except a liability (other than one for legal costs) arising out of conduct involving a wilful breach of duty in relation to the Company or a contravention of sections 182 or 183 of the Corporations Act.

The rights of indemnity and insurance to be granted to the Directors under the Deed are consistent with the Company's Constitution.

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. Relevantly, section 208(1) of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless the public company obtains the approval of the public company's shareholders in accordance with the Corporations Act and the benefit is given within 15 months after the approval, or the giving of the benefit falls within an exception set out in the Corporations Act.

The Deed may confer a financial benefit on a Director of the Company (who is a related party of the Company) as outlined below. Thus, shareholder approval will be required to enter into the Deed, unless the giving of the benefit falls within an exception set out in the Corporations Act. Relevantly, sections 212(1) and (2) of the Corporations Act provide that shareholder approval is not needed to give a financial benefit if:

• 1. the benefit is for a related party who is an officer of the public company (e.g., a director); and
• 1. the benefit is:
  • 2.1 an indemnity, exemption or insurance premium in respect of a liability incurred as an officer of the public company or entity that the public company controls (or an agreement to give an indemnity or exemption or to pay an insurance premium of that kind); or
  • 2.2 the making of, or an agreement to make, a payment in respect of legal costs incurred by the officer in defending an action for a liability incurred as an officer of the public company or entity that the public company controls and section 199A does not apply to the costs (or, if section 199A does apply to the costs, the director must repay the amount paid if the costs become costs for which the company must not give the officer an indemnity under that section); and

1. to give the benefit would be reasonable in the circumstances of the public company or entity giving the benefit.

The Company considers that the obligations imposed on the Company under the Deed in relation to the directors' and officers' insurance (clause 7) and the giving of the indemnities against liabilities and legal costs (which the director becomes liable to pay in defending legal proceedings for liabilities incurred by the Director as an officer of the Company or of a Relevant Entity) (clause 4) fall within the scope of the exceptions set out in sections 212(1) and (2) of the Corporations Act.

However, the Deed may confer on a Director financial benefits which go beyond those referred to in sections 212(1) and (2) of the Corporations Act. For example, the obligation imposed on the Company by clause 9.1 of the Deed to reimburse the Director for his or her reasonable expenses of obtaining independent professional advice to assist the Director in the proper exercise of powers and discharge of duties as a director of the Company will confer a financial benefit on the Company but is not within the scope of the exceptions set out in sections 212(1) and (2) of the Corporations Act. Financial benefits of this nature may, or may not, actually be provided by the Company to its Directors.

Section 208(2) of the Corporations Act provides that if:

• 1. the giving of the benefit is required by a contract;
• 1. the making of the contract was approved by the public company's shareholders in the manner set out in the Corporations Act as a financial benefit given to the related party; and
• 1. the contract was made within 15 months after that approval, or before that approval if the contract was conditional on the approval being obtained,

shareholder approval for the giving of the benefit is taken to have been given and the benefit need not be given within 15 months.

Accordingly, the Company seeks shareholder approval to enter into a Deed with each of its Directors, which approval will authorise the Company to give the Directors any financial benefits to which they may at any time be entitled under the Deed. If this resolution is passed, the Deed will be entered into with all current Directors of the Company immediately.

The following information is provided for the purposes of the Corporations Act, in particular section 219 of the Corporations Act:

• 1. the related parties to whom the financial benefits will be given if this resolution is passed is each of the current directors of the Company, being John Stephenson, Shanker Madan, Farooq Khan (subject to his re-election as Director by shareholder approval of Resolution 1 at this AGM), William Matthew Johnson (subject to his re-election as Director by shareholder approval of Resolution 2 at this AGM), Malcolm Richmond, Farhad Moshiri, Mark Horn (being an alternate Director of Farhad Moshiri) and Matthew Hammond (subject to his re-election as Director by shareholder approval of Resolution 3 at this AGM);
• 1. the nature of the financial benefits to be given to the Directors of the Company are those contemplated by the Deed (the terms of which are summarised above), and include an indemnity against liabilities and legal costs, payment of insurance premiums and payment of costs of obtaining independent advice. The Company is unable to quantify its potential exposure under the Deed, as it does not know, for example, whether it will ever be called upon to indemnify a Director for a liability within the scope of the Deed, or the quantum of any such liability. There is no cap on the Company's obligation to reimburse Directors for the cost of independent professional advice which they obtain;
• 1. each Director of the Company declines to make a recommendation to members about this resolution because of the interest which they have in the passage of the resolution;
• 1. each Director of the Company has an interest in the outcome of this resolution. If this resolution is passed and the Company is authorised to enter into a Deed with each Director, the Director will gain those of the rights and benefits set out in the Deed that the Company is not permitted to confer on Directors without members' approval, (for example, reimbursement of costs of independent advice); and
• 1. the Company does not consider that there is any other information which would reasonably be required by shareholders in order to decide whether or not it is in the Company's interests to pass this resolution and which is known to the Company or to any of its Directors.

The Company will disregard any votes cast on this resolution by Directors, John F. Stephenson, H. Shanker Madan, Farooq Khan, William M. Johnson, Malcolm R. Richmond. A. Farhad Moshiri, Matthew C. P. Hammond and Alternate Director (for A. Farhad Moshiri) Mark P. M. Horn, or any associates of each of the foregoing directors.

6. Resolution 5 – Issue of Options to Managing Director – Hem Shanker Madan

6.1. Background

Resolution 5 seeks shareholders' approval for the Company to grant a total of 2,250,000 options to Managing Director, Hem Shanker Madan, in three tranches on the following terms and conditions:

Option terms andconditionsTranche 1		Tranche 2	Tranche 3
Number of options	750,000	750,000	750,000
Exercise price		Each option shall entitle the holder to subscribe (in cash) for one (1) fully-paid ordinaryshare in the capital of Strike Resources Limited at an exercise price equal to:
	$2.50	$2.75	$3.25
Expiry date		Each option will expire on the third anniversary of the date of issue of such option
Vesting conditions	the date of issue of the options.	Options may only be exercised after they have vested. 100% of the options will vest at
Immediate Vestingconditions	Any option that has not vested will immediately vest on, and may be exercised on andfrom, the date of such vesting until the option expiry date (subject to lapse in accordancewith their terms of issue) where:
	(a)redundancy or retirement);	Upon the determination of the Board, in the event of the Director ceasing to be aDirector of the Company (for whatever reason including by retrenchment,
	(b)incapacity of a Director; and	In the event of the death, permanent illness or permanent physical or mental
	(c)Where:
	(i)	a takeover bid is made for the Company under the Corporations Act;
	(ii)Corporations Act; or	a Court orders that a meeting of shareholders of the Company be held toconsider a scheme of arrangement involving the Company under the
	(iii)some other transaction has occurred, or is likely to occur, which involvesa change of control of the Company.
Lapsing conditions:		Where options have vested and therefore able to be exercised:
	(a)Upon their expiry date;
	(b)Upon determination by the Board that the Director has acted fraudulently,dishonestly or in breach of his obligations to the Company;
	(c)determined by the Board); or	Upon the Director ceasing to be a director of the Company (for whatever reasonincluding by retrenchment, redundancy or retirement) and has not exercised theoption within 6 months following that event (unless a longer period is otherwise
	(d)Board).	12 months after the death, permanent illness or permanent physical or mentalincapacity of a Director (unless a longer period is otherwise determined by the
Other terms and conditions	As set out in Annexure A toAs set out in Annexure B tothe Explanatory Statementthe Explanatory Statementaccompanying this Notice.accompanying this Notice.		As set out in Annexure C tothe Explanatory Statementaccompanying this Notice.

The reasons why the Company is proposing to grant these options to Managing Director, Shanker Madan, are as follows:

• The number of options to be issued to Mr Madan has been determined having regard to the level of Director's salary being received by Mr Madan (currently $299,750 per annum) and is a cash-free, effective and efficient way of providing an appropriate level of Director's remuneration as well as providing ongoing equity based incentives for Mr Madan to remain with the Company with a view to improving the future growth of the Company.
• The proposed options issue is designed to act as an incentive for Mr Madan 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 Mr Madan 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 these options by Mr Madan is only likely to occur if there is sustained upward movement in the Company's share price.
• As an exploration and development company with much of its available funds dedicated or committed to its resource projects 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 shareholders 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 a Director pursuant to Resolution 5.

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 5:

(a) The related party to whom Resolution 5 would permit the financial benefit to be given

Managing Director, H. Shanker Madan.

(b) The nature of the financial benefit

If Resolution 5 is passed, Mr Madan will be granted a total of 2,250,000 options. The options will be granted on the terms and conditions set out in this Explanatory Statement, including Annexures A, B and C accompanying this Notice.

(c) Directors' recommendation

All of the Directors were available to consider proposed Resolution 5. All Directors (save for Shanker Madan, who declines to make a recommendation because he has an interest in the outcome of the resolution) recommend that shareholders vote in favour of approving Resolution 5, for the reasons set out in this Explanatory Statement.

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

Shanker Madan has an interest in the outcome of this resolution as, if the resolution is passed, Mr Madan will be issued with a total of 2,250,000 options on the terms and conditions set out in this Explanatory Statement, including Annexures A, B and C accompanying this Notice.

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

(i) Effect on capital structure

If Resolution 5 is passed, the Company will grant a total 2,250,000 options to Shanker Madan.

As at 15 October 2009, the Company has the following securities on issue:

	Quotedon ASX	Unlisted	Total
Fully paid ordinary shares	130,034,268	-	130,034,268
$0.178 (9 February 2011) Unlisted Options	-	1,833,333	1,833,333
$0.278 (9 February 2011) Unlisted Options	-	1,666,667	1,666,667
$0.938 (20 July 2011) Directors' Options	-	4,600,000	4,600,000
$0.938 (12 September 2011) Unlisted Director's Options		500,000	500,000
$2.078 (6 March 2012) Unlisted Director's Options		500,000	500,000
$2.788 (6 March 2012) Unlisted Directors' Options		3,300,000	3,300,000
$2.878 (30 April 2012) Unlisted Employees' Options		133,000	133,000
$3.978 (2 December 2012) Unlisted Directors' Options		4,000,000	4,000,000
$2.878 (3 March 2013) Unlisted Employee's Options		250,000	250,000
$2.75 (29 July 2011) Unlisted Options		903,404	903,404
$2.75 (13 October 2013) Unlisted Options		250,000	250,000
Total	130,034,268	17,936,404	147,970,672

If all of the current 17,936,404 options on issue, and all of the 2,250,000 options granted pursuant to shareholder approval of Resolution 5 are exercised, this would raise $42,374,002 cash for the Company and dilute the shareholding of existing shareholders by 13.4%.

If only the 2,250,000 options proposed to be granted under Resolution 5 were exercised, the Company would raise $6,375,000 cash and the shareholding of existing shareholders would be diluted by 1.7%.

(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 5 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 trading history of the Company's shares on ASX between 1 June and 15 October 2009 (inclusive):

	High(cents)	Low(cents)	Last Saleat month end (cents)	VWAP(cents)
October 2009 (to 15 October 2009)	92	74	86.5	84.7
September 2009	124.5	81	90	101.4
August 2009	98.5	58.5	90.5	77.8
July 2009	70	42	58	58.6
June 2009	52	40.5	44	44.6

(iii) Directors' relevant interest in securities of the Company

Shanker Madan's relevant interest in securities of the Company as at 15 October 2009 is as follows:

• Listed shares 503,846;
• Unlisted $0.938 (20 July 2011) Directors' options 1,800,000;
• Unlisted $2.788 (6 March 2012) Directors' options 950,000; and
• Unlisted $3.978 (2 December 2012) Directors' options 1,130,000.

(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 5 (if passed) will have indicative values as follows:

• (1) Tranche 1 = $189,499 at $0.189 per option;
• (2) Tranche 2 = $176,186 at $0.176 per option; and
• (3) Tranche 3 = $153,929 at $0.154 per option.

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

• (A) the Company's share price being $0.86 per share (which was the last bid price as at 15 October 2009);
• (B) a risk-free rate of return of 5.1558% (based on the Commonwealth 3 year bond rate as at 15 October 2009); and
• (C) an estimated future volatility of the Company's share price of 80%.

The indicative valuation assumes that the issue date of the options was 15 October 2009. This 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 5 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 5 by Shanker Madan or any of his associates, 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 5, 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 a Director is a related party of the Company, shareholders' approval for the option issue under ASX Listing Rule 10.11 is sought under Resolution 5.

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

• (a) the options will be granted to Managing Director, H. Shanker Madan.
• (b) a total of 2,250,000 options will be granted to H. Shanker Madan on the terms and conditions set out in Annexures A, B and C to the Explanatory Statement;
• (c) the options which are the subject of Resolution 5 will be granted to H. Shanker Madan on a date being no later than one month after the date of this AGM (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;
• (d) the options will be granted to H. Shanker Madan for no consideration and otherwise on the terms and conditions set out in Annexures A, B and C to this Explanatory Statement;
• (e) no funds will be raised by the grant of options pursuant to Resolution 5; and
• (f) by virtue of Exemption 14 of ASX Listing Rule 7.2, shareholders' approval pursuant to Listing Rule 7.1 is not required in order to issue the options the subject of Resolution 5 as shareholders' approval is being obtained under ASX Listing Rule 10.11.

7. Resolution 6 – Setting Non-Executive Directors' Remuneration Limit

Resolution 6 seeks shareholders' approval for the total amount of fees payable to Directors (save for remuneration to Executive Directors including the Managing Director) to be set at a maximum of $500,000 per annum.

The Company announced, on 29 September 2009 that - after the completion of a strategic review of the Company's plans, projects and operations moving forward, together with related corporate and board composition matters, amongst other matters -:

• Dr John Stephenson has advised the Company that he intends to step down as Chairman. Dr Stephenson will remain on the Board as a Non-Executive Director. Dr Stephenson will formally step down as Chairman once a new Chairman is appointed. The Board has commenced a formal selection process for the appointment of a replacement Chairman;
• Mr Farooq Khan and Mr William Johnson will transition from Executive to Non-Executive Directors after the conclusion of the 2009 AGM; and
• Mr Matthew Hammond has been appointed to the Board as a Non-Executive Director.

Subsequent to the conclusion of these matters, the Board will comprise a new Non-Executive Chairman, Mr H. Shanker Madan as Managing Director and Dr John Stephenson, Professor Malcolm Richmond, Mr Farooq Khan, Mr A. Farhad Moshiri, Mr William Johnson and Mr Matthew Hammond as Non-Executive Directors.

The Board (after the conclusion of the 2009 AGM) will comprise a majority of seven Non-Executive Directors with only one Executive Director. The existing limit of aggregate remuneration payable to Non-Executive Directors ($175,000 - approved by shareholders at a general meeting held on 6 March 2007, when the Company only had two Non-Executive Directors) requires updating to accommodate the new Board composition.

The Company notes that the $500,000 limit under Resolution 6 is an upper limit on the maximum aggregate remuneration payable to Non-Executive Directors per annum. The Board has a general discretion to determine the amount of remuneration payable to each Non-Executive Director within such shareholder-approved aggregate limit.

The Board determines the remuneration structure of all Directors, having regard to the nature, scale and scope of the Company's operations and other relevant factors including the frequency of Board meetings, the length of each Director's service, each Director's experience and qualifications, market practice (including available data concerning remuneration paid by other listed companies of comparable size and nature), the duties and accountability of Directors and the objective of maintaining a balanced Board which has appropriate expertise and experience, at a reasonable cost to the Company. Please also refer to the Remuneration Report as set out in the Directors' Report of the Company's 2009 Annual Report.

If Resolution 6 is approved, the Board's present intention is to remunerate the Non-Executive Directors as follows:

Director	Office Held		Current Remuneration(1) Proposed Remuneration(1)
John Stephenson	Non-Executive Chairman	$54,500	$54,500
Farooq Khan	Non-Executive Director	-(2)	$109,000
William Johnson	Non-Executive Director	-(2)	$49,050
Malcolm Richmond	Non-Executive Director	$32,700	$32,700
A. Farhad Moshiri	Non-Executive Director	$30,000(3)	$30,000
Mark Horn	Alternate Director for Farhad Moshiri	-	-
Matthew Hammond	Non-Executive Director	$30,000(3)	$30,000
TOTAL		$147,200	$305,250

Notes:

• (1) Remuneration includes statutory employer superannuation contributions (where applicable).
• (2) Farooq Khan and William Johnson are currently Executive Directors of the Company and proposes to transition to Non-Executive Directors after the 2009 AGM.
• (3) Statutory employer superannuation contributions are not applicable as the Director is a non-resident of Australia.

The Company also notes that, pursuant to the Company's Constitution, each Director is also entitled to receive payment for:

• (a) the performance of extra services and the undertaking of any executive or other work for the Company beyond his or her general duties; and
• (b) travelling and other expenses properly incurred by a Director in attending meetings of the Company or the Board or in connection with the Company's business.

The maximum aggregate remuneration payable to Non-Executive Directors the subject of Resolution 6 does not affect the payment of fees for special exertions and the reimbursements of expenses to Non-Executive Directors.

The Company will disregard any votes cast on this resolution by Directors John Stephenson, H. Shanker Madan, Farooq Khan, William Johnson, Malcolm Richmond, A. Farhad Moshiri, Matthew Hammond and Alternate Director (for A. Farhad Moshiri) Mark Horn, or any associates of each of the foregoing directors.

8. Resolution 7 – Adoption of Remuneration Report

Sections 249L and 250R of the Corporations Act require 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 of the Company's 2009 Annual Report. Shareholders will also be provided with a reasonable opportunity to ask questions and make statements in relation to the Remuneration Report.

Annexure A

TERMS OF $2.50 (3 YEAR) DIRECTOR'S OPTIONS UNDER TRANCHE 1 OF RESOLUTION 5

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 $2.50 (Exercise Price).

The Options will not be quoted on the ASX.

3. Option Period

Each Option will expire on the third 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:-

4.1 100% of the Options 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).

5. Lapsing of Options Prior to Option Expiry Date

Options 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 or clause 13):
  • 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 or Clause 13, upon determination by the Board that the Director Option Holder has acted fraudulently,

dishonestly or in breach of his obligations to the Company.

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 of the Share issued pursuant to the exercise of the Option.

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, a member 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 the 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 the 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. The number of Vested Options exercised must be a multiple of 1,000 if only part of the Option Holder's total Vested Options are exercised. If the total number of Vested Options held by the Option Holder is less than 1,000, then all Vested Options held by the Option Holder must be exercised at the same time.

• 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 for, being an amount equal to the Exercise Price per Share multiplied by the number of Options being exercised.
• 9.3 Subject to Clause 9.1 hereof, the exercise of less than all of the Option Holder's Vested Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holder's 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 Holder's option certificate or holding statement for the Options being exercised.
• 9.5 If the Option Holder exercises less than the total number of Vested Options then registered in the Option Holder's name:
  • 9.5.1 the Option Holder must surrender the option certificate or holding statement with respect to the Option Holder's 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 Holder's 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 ASX) within three (3) business days from the date of issue and allotment of Shares pursuant to the exercise of Vested Options, apply to ASX for, and use its best endeavours to obtain, Official Quotation of all such Shares, in accordance with the Corporations Act (Cth) 2001 and the Listing Rules of 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 Listing Rules of ASX 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 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 book closing date for bonus Shares. No change will be made in such circumstances to the exercise price of each Option.

13. Immediate Vesting

• 13.1 Upon determination by the Board, in the event of the Director Option Holder ceasing to be a director of the Company (for whatever reason including by retrenchment, redundancy or retirement) before any Option has vested under clause 4 the Option will be taken to have vested immediately before the time of the occurrence;
• 13.2 In the event of the death, permanent illness or permanent physical or mental incapacity of a Director Option Holder before any Option has vested under clause 4 the Option will be taken to have vested immediately before the time of the occurrence; and
• 13.3 Where:
  • 13.3.1 a takeover bid is made for the Company;
  • 13.3.2 a Court orders that a meeting of shareholders of the Company be held to consider a scheme of arrangement between the Company and its shareholders; or
  • 13.3.3 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.

Annexure B

TERMS OF $2.75 (3 YEAR) DIRECTOR'S OPTIONS UNDER TRANCHE 2 OF RESOLUTION 5

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 $2.75 (Exercise Price).

The Options will not be quoted on the ASX.

3. Option Period

Each Option will expire on the third 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:-

4.1 100% of the Options 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).

5. Lapsing of Options Prior to Option Expiry Date

Options 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 or clause 13):
  • 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 or Clause 13, upon determination by the Board that the Director Option Holder has acted fraudulently,

dishonestly or in breach of his obligations to the Company.

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 of the Share issued pursuant to the exercise of the Option.

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, a member 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 the 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 the 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. The number of Vested Options exercised must be a multiple of 1,000 if only part of the Option Holder's total Vested Options are exercised. If the total number of Vested Options held by the Option Holder is less than 1,000, then all Vested Options held by the Option Holder must be exercised at the same time.

• 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 for, being an amount equal to the Exercise Price per Share multiplied by the number of Options being exercised.
• 9.3 Subject to Clause 9.1 hereof, the exercise of less than all of the Option Holder's Vested Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holder's 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 Holder's option certificate or holding statement for the Options being exercised.
• 9.5 If the Option Holder exercises less than the total number of Vested Options then registered in the Option Holder's name:
  • 9.5.1 the Option Holder must surrender the option certificate or holding statement with respect to the Option Holder's 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 Holder's 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 ASX) within three (3) business days from the date of issue and allotment of Shares pursuant to the exercise of Vested Options, apply to ASX for, and use its best endeavours to obtain, Official Quotation of all such Shares, in accordance with the Corporations Act (Cth) 2001 and the Listing Rules of 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 Listing Rules of ASX 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 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 book closing date for bonus Shares. No change will be made in such circumstances to the exercise price of each Option.

13. Immediate Vesting

• 13.1 Upon determination by the Board, in the event of the Director Option Holder ceasing to be a director of the Company (for whatever reason including by retrenchment, redundancy or retirement) before any Option has vested under clause 4 the Option will be taken to have vested immediately before the time of the occurrence;
• 13.2 In the event of the death, permanent illness or permanent physical or mental incapacity of a Director Option Holder before any Option has vested under clause 4 the Option will be taken to have vested immediately before the time of the occurrence; and
• 13.3 Where:
  • 13.3.1 a takeover bid is made for the Company;
  • 13.3.2 a Court orders that a meeting of shareholders of the Company be held to consider a scheme of arrangement between the Company and its shareholders; or
  • 13.3.3 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.

Annexure C

TERMS OF $3.25 (3 YEAR) DIRECTOR'S OPTIONS UNDER TRANCHE 3 OF RESOLUTION 5

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 $3.25 (Exercise Price).

The Options will not be quoted on the ASX.

3. Option Period

Each Option will expire on the third 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:-

4.1 100% of the Options 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).

5. Lapsing of Options Prior to Option Expiry Date

Options 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 or clause 13):
  • 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 or Clause 13, upon determination by the Board that the Director Option Holder has acted fraudulently,

dishonestly or in breach of his obligations to the Company.

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 of the Share issued pursuant to the exercise of the Option.

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, a member 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 the 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 the 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. The number of Vested Options exercised must be a multiple of 1,000 if only part of the Option Holder's total Vested Options are exercised. If the total number of Vested Options held by the Option Holder is less than 1,000, then all Vested Options held by the Option Holder must be exercised at the same time.

• 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 for, being an amount equal to the Exercise Price per Share multiplied by the number of Options being exercised.
• 9.3 Subject to Clause 9.1 hereof, the exercise of less than all of the Option Holder's Vested Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holder's 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 Holder's option certificate or holding statement for the Options being exercised.
• 9.5 If the Option Holder exercises less than the total number of Vested Options then registered in the Option Holder's name:
  • 9.5.1 the Option Holder must surrender the option certificate or holding statement with respect to the Option Holder's 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 Holder's 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 ASX) within three (3) business days from the date of issue and allotment of Shares pursuant to the exercise of Vested Options, apply to ASX for, and use its best endeavours to obtain, Official Quotation of all such Shares, in accordance with the Corporations Act (Cth) 2001 and the Listing Rules of 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 Listing Rules of ASX 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 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 book closing date for bonus Shares. No change will be made in such circumstances to the exercise price of each Option.

13. Immediate Vesting

• 13.1 Upon determination by the Board, in the event of the Director Option Holder ceasing to be a director of the Company (for whatever reason including by retrenchment, redundancy or retirement) before any Option has vested under clause 4 the Option will be taken to have vested immediately before the time of the occurrence;
• 13.2 In the event of the death, permanent illness or permanent physical or mental incapacity of a Director Option Holder before any Option has vested under clause 4 the Option will be taken to have vested immediately before the time of the occurrence; and
• 13.3 Where:
  • 13.3.1 a takeover bid is made for the Company;
  • 13.3.2 a Court orders that a meeting of shareholders of the Company be held to consider a scheme of arrangement between the Company and its shareholders; or
  • 13.3.3 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.

TIME AND PLACE OF AGM AND HOW TO VOTE

Venue

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

Somerset Hotel 185 St Georges Terrace Perth, Western Australia

commencing 11:00 am (Perth time) Wednesday, 25 November 2009

Voting Rights

• At any meeting of the members, each member entitled to vote may vote in person or by proxy or by power of attorney or, in the case of a member which is a corporation, by representative.
• Every person who is present in the capacity of member or the representative of a corporate member shall, on a show of hands, have one vote.
• Every member who is present in person, by proxy, by power of attorney or by corporate representative shall, on a poll, have one vote in respect of every fully paid share held by him.

Voting in Person

To vote in person, attend the Annual General Meeting on the date and at the venue 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 +61 8 9322 1515; or
• post 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 11:00 am (Perth time) on Monday, 23 November 2009.

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 properlyexecuted 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.

Voting by Attorney

A Shareholder may appoint an attorney to vote on his or her behalf. For an appointment to be effective for the Annual General Meeting, the instrument effecting the appointment (or a certified copy of it) must be received by the Company at its registered office or one of the addresses listed above for the receipt of proxy appointments at least 48 hours before the General 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 and regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the Annual General Meeting all Shares in the Company will be taken to be held by the persons who held them as registered shareholders at 5:00 pm Perth time on Monday, 23 November 2009 (Voting Entitlement Time). Subject to the voting exclusions noted (if any), all holders of Shares in the Company as at the Voting Entitlement Time will be entitled to vote at the Annual General Meeting.

A.B.N. 94 088 488 724 SRK

221 St Georges Terrace Suite 2, 150 Stirling Highway

Local T | 1300 762 678

T | + 61 8 9214 9700 T | + 61 8 9389 8033

E | info@strikeresources.com.au E | admin@advancedshare.com.au

STRIKE RESOURCES LIMITED ASX Code: FOR SHARE REGISTRY ENQUIRIES:

Level 14, The Forrest Centre Advanced Share Registry Services Perth Western Australia 6000 Nedlands Western Australia 6009

F | + 61 8 9322 1515 F | + 61 8 9389 7879

W | www.strikeresources.com.au W | www.advancedshare.com.au

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

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

PROXY FORM PLEASE RETURN TO: The Company Secretary Strike Resources Limited Level 14, The Forrest Centre 221 St Georges Terrace, Perth WA 6000 Enquiries: +61 8 9214 9700 Facsimile: +61 8 9322 1515

Name4 Name5 Name6

Name1 Holder Reference: {HIN_SRN} Name2 Shares held as at [ ] October 2009: {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

The Chairman of the Meeting (mark )

(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 at the Somerset Hotel, 185 St Georges Terrace, Perth, Western Australia at 11:00 am (Perth time) on Wednesday, 25 November 2009 and at any adjournment of such Annual General Meeting

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

	RESOLUTION	For	Against	Abstain*
(1)	Re-elect Farooq Khan as a Director			
(2)	Re-elect William Johnson as a Director			
(3)	Re-elect Matthew Hammond as a Director			
(4)	Approve Updated Directors' Deeds			
(5)	Approve Issue of Director's Options to Shanker Madan			
(6)	Approve Non-Executive Directors' Remuneration			
(7)	Adopt Remuneration Report			
	If two proxies are being appointed, the proportion of voting rights this proxy represents is:			%

* 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 if you want to make any changes to your address details

mark if you wish to receive a printed Annual Report by post

mark 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 Strike Resources 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 has 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.

8. 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 certified copy ofthe appropriate Power of Attorney with your completed Proxy Form and produce a properlyexecuted original (or certified copy) of that Power of Attorney at the General Meeting.
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 besigned by a Director jointly with either another Director or a Company Secretary. Pleaseindicate the office held by signing in the appropriate place.

9. Lodgement 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 11:00 am (Perth time) on 23 November 2009 (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 Level 14, The Forrest Centre 221 St Georges Terrace Perth Western Australia 6000 By Facsimile: +61 8 9322 1515