STRIKE RESOURCES LIMITED — AGM Information 2011

Oct 23, 2011

Notice of Annual General Meeting & Explanatory Statement

To Shareholders

Date and Time of Meeting:	11:00 am(Perth time)on Thursday, 24November 2011
Place of Meeting:	Perth Convention Exhibition Centre21 Mounts Bay Road
	Perth, Western Australia

Important notice

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

Contents

Notice of Meeting 2
Explanatory Statement 3
Resolutions:
1. Re-elect Matthew Hammondas Director 3
2. Approve Issue of Options toKenneth Hellsten 3
3. Adopt Remuneration Report 7
Terms of Options Under Resolution 29
How to Vote 11

Corporate Directory

Board

Malcolm R. Richmond Chairman Kenneth J. Hellsten Managing Director William M. Johnson Non-Executive Director Matthew C. P. Hammond Non-Executive Director

Company Secretary Stephen J. Gethin

Principal & Registered Office

Level 8, The Forrest Centre 221 St George"s Terrace Perth Western Australia 6000 Telephone: +61 8 9324 7100 Facsimile: +61 8 9324 7199 Email:info@strikeresources.com.au Web: www.strikeresources.com.au

Share Registry

Advanced Share Registry Services Suite 2, 150 Stirling Highway Nedlands Western Australia 6009 Telephone: +61 8 9389 8033 Facsimile: +61 8 9389 7871 Email:admin@advancedshare.com.au Web: www.advancedshare.com.au

Stock Exchange

Australian Securities Exchange Perth, Western Australia

ASX code: SRK

www.strikeresources.com.au

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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 their 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 23 October 2011.

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) will be held at the Perth Convention Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia at 11:00 am (Perth time) on Thursday, 24 November 2011.

Agenda

1. Annual Reports

To receive the 2011 Directors" Report, Financial Statements and Auditor"s Report of the Company, which are contained in the Company"s Annual Report.

The 2011 Annual Report has been sent to those shareholders who have elected to receive a printed or emailed version. Otherwise, an electronic version of the 2011 Annual Report may be obtained from the Company's website: www.strikeresources.com.au or emailed to shareholders who send a request to info@strikeresources.com.au.

2. Resolution 1 – Re-Election of Matthew C.P. Hammond as Director

"That Matthew C. P. Hammond, a Non-Executive Director, having retired by rotation under the Company's Constitution, is re-elected as a Director of the Company."

3. Resolution 2 – Issue of Options to Managing Director – Kenneth J. Hellsten

"That, for the purposes of Chapter 2E of the Corporations Act (Cth) 2001, ASX Limited (ASX) Listing Rule 10.11 and for all other purposes, shareholders approve the issue to Mr Kenneth J. Hellsten, the Managing Director of the Company, a total of 1,500,000 options, comprised of:

• (i) 500,000 options, each entitling him to subscribe for one ordinary share in the Company at an exercise price of the greater of 130% of the 1-month, volume-weighted average price of the Company's shares at the date of issue of the options (1-Month VWAP) or $0.36;
• (ii) 500,000 options, each entitling him to subscribe for one ordinary share in the Company at an exercise price of the greater of 150% of the 1-Month VWAP or $0.42; and
• (iii) 500,000 options, each entitling him to subscribe for one ordinary share in the Company at an exercise price of the greater of 200% of the 1-Month VWAP or $0.56,

with each option being exercisable at any time until and including 24 November 2016 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 Kenneth J. Hellsten or any associate of Kenneth J. Hellsten. The Company need not disregard a vote on this Resolution, however, 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 Meeting; or
• (b) it is cast by the Chairman of the Meeting as a proxy for a party who is entitled to vote, in accordance with a direction on the Proxy Form for this Meeting to vote as the proxy decides.

4. Resolution 3 – 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 2011 be adopted."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by or on behalf of a member of Key Management Personnel* or their Closely Related Parties*, except in the circumstances specified in the Explanatory Statement. (*These terms are defined in the Explanatory Statement.)

Dated 23 October 2011– by authority of the Board

Stephen J. Gethin

Company Secretary

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.

Explanatory Statement

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

1. Receive Annual Reports

Section 317 of the Corporations Act requires the Company"s Directors to table before the AGM the Directors" Report, Financial Report and the Auditor"s Report for the last financial year which ended before the AGM. Shareholders will be given a reasonable opportunity to ask questions and 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 2011 Annual Report has been sent to those shareholders who have elected to receive a printed or emailed version. Otherwise, an electronic version of the 2011 Annual Report may be obtained from the Company"s website: www.strikeresources.com.au or emailed to shareholders who send a request to info@strikeresources.com.au.

2. Resolution 1 – Re-Election of Matthew C.P. Hammond as Director

2.1 Background

Resolution 2 seeks the re-election of Matthew C.P. Hammond as a Non-Executive 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. No director may serve for more than three years without retiring and being re-elected. (This rule does not apply to the Managing Director.) If two or more Directors are the longest serving but they are not all required to retire, the Director to retire is determined by drawing lots or by agreement. Matthew Hammond and William Johnson have held office the longest, both having last been elected at the 2009 AGM. Under the constitution it is not necessary for them both to retire to satisfy the "one-third retirement" rule and neither has served for three years. It has been determined, in the manner prescribed in the Constitution, that Mathew Hammond will retire at this AGM.

Being eligible, Mr Hammond has offered himself for re-election as a Non-Executive Director of the Company. Mr Hammond has been a Non-Executive Director of the Company since 25 September 2009. Mr Hammond"s qualifications and experience are detailed in the Directors" Report in the Company"s 2011 Annual Report.

2.2 Director's Recommendation

The Directors (other than Mr Hammond - who makes no recommendation regarding his own re-election as Director) recommend that shareholders vote in favour of this Resolution.

3. Resolution 2 – Issue of Options to Managing Director, Kenneth John Hellsten

3.1 Background

Resolution 2 seeks shareholders" approval for the Company to grant a total of 1,500,000 options to Managing Director, Ken Hellsten, in three classes with different exercise prices, on the terms and conditions set out below.

Option terms andconditions	Tranche 1	Tranche 2	Tranche 3
Number of options	500,000	500,000	500,000
Exercise price	Each option entitles the holder to subscribe (in cash) for one (1) fully-paid, ordinary sharein the capital of Strike Resources Limited at an exercise price of the higher of the pricestated below or the percentages of the 1-month volume weighted average price (VWAP)of Strike"s shares at the date of issue (proposed for 24 November 2011) stated below,rounded to the nearest cent.
	The greater of $0.36 or130% of VWAP.	The greater of $0.42 or150% of VWAP	The greater of $0.56 or200% of VWAP
Expiry date	Each option will expire at the end of 24 November 2016.
Vesting conditions	All of the options will vest (meaning that they may be exercised) at the time when theyare issued.

Option terms andconditions	Tranche 1	Tranche 2	Tranche 3
Lapsing conditions:	Where options have vested (and are therefore able to be exercised) they will lapse (andtherefore no longer be capable of being exercised):(a)upon their expiry date; or(b)upon Mr Hellsten resigning or being dismissed under clause 16.2 of his contractof employment as Managing Director (which deals with dismissal for seriousmisconduct or material breach of his obligations to the Company and relatedissues).
Other terms	As set out in the Annexure to this Explanatory Statement.

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

• In the Board"s view Mr Hellsten has performed very well in his role as Managing Director in a range of key areas including:
  • strengthening the management team in the Company"s Peruvian Joint Venture company, Apurimac Ferrum SA (AF),
  • restoring relations with the Company"s Peruvian joint venture partners to a sound position,
  • advancing the critical process of seeking approvals from community landowners for exploration activities necessary to increase the Company"s resource base,
  • consolidating the Company"s position in AF by acquiring the stake previously held by Iron Associates, and
  • securing access to concessions in the Cusco Region which are highly prospective for iron ore through the Company"s investment in Cuervo Resources1 .

The Board considers that the proposed option issue is reasonable and appropriate to provide Mr Hellsten with a meaningful incentive to continue to perform at a high level into the future.

• The terms of the proposed option issue is contained in a recommendation from the Company"s Remuneration and Nomination Committee (Remuneration Committee) to the Board. The Remuneration Committee concluded that the number and terms of the proposed options are reasonable having regard to industry practice, the level of salary and other benefits paid to Mr Hellsten (as detailed in the Remuneration Report) and the other matters detailed in this Explanatory Statement.
• The exercise prices of the proposed options represent a premium over the 1-month VWAP of Strike Resources" shares at the date of issue, subject to a minimum exercise price. At 11 October 20112 the 1-month VWAP of Strike Resources" shares was $0.26. If the VWAP is $0.28 or below at the date the options are issued, the exercise prices will be the minimum prices specified in the table above. If the VWAP is above $0.28 at the date the options are issued, the exercise prices will increase accordingly, as a result of the application of the premiums specified in that table.
• The options represent a cash-free, effective and efficient way of providing an appropriate level of Director"s remuneration.
• The options do not have vesting conditions. Market practice over the last two years has seen a move away from attaching vesting conditions to personnel options. In the Board"s view the fact that the exercise price of the options represents a substantial premium over the market price of Strike shares, itself ensures that the Managing Director must make a major contribution to the Company"s performance, over a sustained period, before he will be able to derive a substantial benefit from the options.

3.2 Related-Party Transaction under the Corporations Act, Chapter 2E

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.

1 Full details of this transaction are contained in the Company"s 19 July 2011 ASX announcement: Strategic option to acquire major stake in Peruvian iron-ore explorer.

2 The day before lodgement of this Notice with ASIC.

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 2.

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 2:

(a) The related party to whom Resolution 2 would permit the financial benefit to be given

Managing Director, Ken Hellsten.

(b) The nature of the financial benefit

If Resolution 2 is passed, Mr Hellsten will be granted a total of 1,500,000 options. The options will be granted on the terms and conditions set out in this Explanatory Statement, including the Annexure.

(c) Directors' recommendation

All of the Directors were available to consider proposed Resolution 2. All Directors (except for Mr Hellsten, 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 2, for the reasons set out in this Explanatory Statement.

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

Ken Hellsten has an interest in the outcome of this Resolution as, if the Resolution is passed, Mr Hellsten will be issued with a total of 1,500,000 options on the terms and conditions set out in this Explanatory Statement, including the Annexure.

(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 2 is passed, the Company will grant a total of 1,500,000 options to Ken Hellsten.

As at 11 October 20113 the Company has the following securities on issue:

	Quoted
	on ASX	Unlisted	Total
Fully-paid, ordinary shares	142,534,268	-	142,534,268
$2.078 (6 March 2012) director options		500,000	500,000
$2.788 (6 March 2012) director options		2,950,000	2,950,000
$1.30 (23 March 2013) employee options		400,000	400,000
$1.50 (23 March 2013) employee options		400,000	400,000
$1.75 (23 March 2013) employee options		400,000	400,000
$2.878 (30 April 2012) employee options		33,000	33,000
$3.978 (2 December 2012) director options		3,500,000	3,500,000
$2.878 (3 March 2013) employee options		250,000	250,000
$2.75 (13 October 2013) employee options		250,000	250,000
$2.50 (24 November 2012) director options		750,000	750,000
$2.75 (24 November 2012) director options		750,000	750,000
$3.25 (24 November 2012) director options		750,000	750,000
Total	142,534,268	10,933,000	153,467,268

If all of the current 10,933,000 options on issue, and all of the 1,500,000 options granted pursuant to shareholder approval of Resolution 2, are exercised this would raise $33,553,574 cash for the Company and dilute the shareholding of existing shareholders by 8.02%.

If only the 1,500,000 options proposed to be granted under Resolution 2 were exercised, the Company would raise $670,000 cash and the shareholding of existing shareholders would be diluted by 1.04%.

3 The day before lodgement of this document with ASIC.

(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 2 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 11 October 2011 (inclusive):

Month	High(cents)	Low(cents)	Last Saleat month end(cents)	VWAP(cents)
October 2011 (to 11 October 2011)	27	23	264	24.8
September 2011	30.5	23.5	25	26.5
August 2011	32	24.5	30	29.3
July 2011	32	25.5	27.5	29.1
June 2011	32.5	23.5	25	27.9

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

Ken Hellsten"s relevant interest in securities of the Company as at 10 October 2011 is as follows:

• Listed shares 217,083.
• Options Nil

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

• (1) Tranche 1 = $70,224 at $0.14 per option;
• (2) Tranche 2 = $65,815 at $0.132 per option; and
• (3) Tranche 3 = $57,527 at $0.115 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 $0.26 per share (which was the closing price on 11 October 2011 5 ),
• (B) the options being issued with exercise prices of $0.36, $0.42 and $0.56 respectively,
• (C) a risk-free rate of return of 3.8% (based on the Commonwealth 5 year bond yield as at 10 October 2011; and
• (D) an estimated future volatility of the Company"s share price of 70.5%.

The indicative valuation assumes that the issue date of the options was 11 October 2011. 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 2 receiving shareholder approval and in any event, no later than one month thereafter).

The Company will disregard any votes cast on Resolution 2 by Kenneth Hellsten 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 2, other than as set out in this Explanatory Statement.

3.3 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 2.

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, Ken Hellsten;

4 10 October, 2011.

5 The last full ASX trading day before lodgement of this Notice with ASIC.

• (b) a total of 1,500,000 options will be granted to Ken Hellsten on the terms and conditions set out in the Annexure to this Explanatory Statement;
• (c) the options which are the subject of Resolution 2 will be granted to Ken Hellsten as soon as possible after the date of this AGM and in any event no later than one month after the date of this AGM and it is anticipated that all of the options will be granted on the same date;
• (d) the options will be granted to Ken Hellsten for no consideration and otherwise on the terms and conditions set out in the Annexure to this Explanatory Statement;
• (e) no funds will be raised by the grant of options pursuant to Resolution 2; 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 2 as shareholders" approval is being obtained under ASX Listing Rule 10.11.

3.4 Managing Director's Options Approved at the 2010 AGM

At the 2010 AGM shareholders approved the issue of 1,000,000 options to Mr Hellsten, in 3 equal tranches, with exercise prices of $1.30, $1.50 and $1.75 respectively. These options have been cancelled. The Board considers that it would not now be appropriate to issue Mr Hellsten with options on those terms as they would not serve the purpose of providing Mr Hellsten with a meaningful performance incentive.

4. Resolution 3 – Adoption of Remuneration Report

4.1 Background

Sections 249L and 250R of the Corporations Act require that a resolution be put to the shareholders to adopt the Remuneration Report. The Remuneration Report is set out in the Directors" Report in the Company"s 2011 Annual Report. Shareholders will be provided with a reasonable opportunity to ask questions and make statements in relation to the Remuneration Report.

The Remuneration Report explains the Board"s policies regarding the nature and level of remuneration paid to Key Management Personnel (defined below), sets out remuneration details for each member of Key Management Personnel and any service agreements and sets out the details of any performancebased and equity-based benefits provided to Key Management Personnel.

The vote on this Resolution is advisory only and does not bind the Company. Under changes to the Corporations Act which commence in 2011, however, if at least 25% of the votes cast at two successive AGMs are against adopting the Remuneration Report, the Company must put a "Board Spill Resolution" to the second AGM. If the "Board Spill Resolution" is passed the Company must convene an extraordinary general meeting within 90 days (Spill EGM). The positions of all Directors who were in office when the Board approved the second remuneration report will be declared vacant at the Spill EGM. These directors may stand for re-election at the Spill EGM.

4.2 Voting Exclusion

The Company will disregard any votes cast on this Resolution by or on behalf of a member of Key Management Personnel and their Closely Related Parties (together called Excluded Parties) except where all of the following are satisfied:

• The Excluded Party is voting as a proxy which specifies how the Excluded Party is to vote on the Resolution; and
• The Excluded party is not voting on behalf of another Excluded Party.

Key Management Personnel are the Company"s Directors and executives identified in the Remuneration Report.

A Closely Related Party of a member of Key Management Personnel means:

• (a) a Key Management Personnel member"s spouse;
• (b) a child or other dependant of the Key Management Personnel member or of the member"s spouse;
• (c) anyone else in the Key Management Personnel member"s family that may be expected to influence, or be influenced by, the member in the member"s dealings with the Company; or
• (e) a company which the Key Management Personnel member controls.

The Chairman is a member of Key Management Personnel.

Further, the Company will not disregard a vote cast by the Chairman of the meeting as a proxy, if the appointment of the Chairman expressly authorises him to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

If a shareholder appoints the Chairman of the Meeting as their proxy, signs the Proxy Form but does not name a proxy or their appointed proxy does not attend, the Chairman of the Meeting will be their proxy.

Shareholders may direct their proxy (whether it be the Chairman or any other person) to vote "For" or "Against" - or to "Abstain" from voting on - a Resolution by marking the appropriate Voting Direction box opposite the Resolution in Section B of the Proxy Form. The Company encourages shareholders to instruct their proxy how to vote using this method.

If, however, the Chairman of the Meeting is your proxy and you do not mark any Voting Direction box related to a Resolution (Including this Resolution 3) in the Proxy Form – Section B, you will be deemed to authorise the Chairman to vote "For" that Resolution as your proxy and to have acknowledged that the Chairman of the Meeting intends to vote for all Resolutions in accordance with that authorisation. If you do not wish the Chairman to vote for any given Resolution, simply fill in the "Against" or "Abstain" box for that Resolution. The Chairman is bound by that direction.

Shareholders should read the Proxy Form carefully and give a direction to their proxy on how to vote on this Resolution.

4.3 Directors' Recommendations

The Directors recommend that shareholders vote in favour of the Resolution to adopt the Remuneration Report, while noting that they each have a personal interest in their own remuneration from the Company disclosed in the Remuneration Report.

Annexure

Terms of Managing Director's Options Under Resolution 2

(The options in each tranche will be issued on identical terms and conditions, except as to exercise price.)

1. Nil Consideration Payable

No subscription or application monies will be payable for the issue of each option.

2. Entitlement

Each option (Option) entitles 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 the following exercise prices:

• 500,000 options, each exercisable at the greater of 130% of the 1-month volume-weighted average price of Strike shares at the date of issue (1 month VWAP) or $0.36, per share;
• 500,000 options, each exercisable at the greater of the 1-month VWAP or $0.42 per share; and
• 500,000 options, each exercisable at the greater of the 1-month VWAP or $0.56 per share,

(Exercise Price).

The Options will not be quoted on ASX.

3. Option Period

Each Option will expire at the end of 24 November 2016 (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 or on the Option Expiry Date and any Option not so exercised shall automatically expire at the end of the Option Expiry Date.

4. Vesting

100% of the Options will vest, and thereafter be capable of being exercised (except where otherwise provided in this document) on the date on which they are issued.

5. Lapsing of Options Before the Expiry Date

Options will lapse before the Option Expiry Date upon the Original Option Holder:

• 5.1 resigning from office as Managing Director; or
• 5.2 being dismissed from office under clause 16.2 of his contract of employment as Managing Director,

unless the Board determines in its unfettered discretion that lapse will not occur or will be delayed for any period or until the occurrence of any condition.

• 5.3 "Original Option Holder" means:
  • 5.3.1 the Option Holder (being the Managing 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 the Managing 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 Company"s Constitution, 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, also a shareholder 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 in its unfettered discretion 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 their spouse, to a company in which the Option Holder or their spouse is a shareholder, to a trustee of a trust in which the Option Holder or their spouse has a beneficial interest to be held on that trust or to the trustee of any superannuation fund of which the Option Holder or their spouse is a member to be held in that member"s account, subject to any applicable law and the ASX Listing Rules. After any transfer of an Option permitted by this clause 8.2 a reference to the Option Holder is a reference to the transferee.

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 the Option Holder must complete 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 Holder"s 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 3 business days from the later of the date the Option Holder properly exercises Vested Options held by the Option Holder and the date on which the Company has received the exercise price of the Options in cleared funds, 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 on ASX, 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.

How to Vote

_____________________________________________________________________________________________________________

Voting Rights

• At shareholders" meetings each shareholder who is 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, also by a corporate representative.
• Every individual shareholder present and every individual present who is the properly-appointed Corporate Representative of a corporate shareholder has one vote on a show of hands.
• Every shareholder 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 or her.

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:

• send the proxy by facsimile to the Company on facsimile number +61 8 9324 7199;
• post or deliver the proxy to the registered office of the Company at Level 8, The Forrest Centre, 221 St. George"s Terrace, Perth, Western Australia 6000; or
• email the Proxy Form to info@strikeresources.com.au

so that it is received by the Company not later than 11:00 am (Perth time) on Tuesday, 22 November 2011. If the proxy is signed by an attorney, the original or a certified copy of the power of attorney must also be received by the Company by the due time for receipt of proxies.

Undirected Proxies

Where permitted, the Chairman of the Meeting in respect of each item of business intends to vote undirected proxies in favour of each Resolution.

Bodies Corporate

A body corporate must give a power of attorney, appoint a proxy or appoint an individual as its corporate representative to exercise any of the powers the body corporate may exercise at Strike shareholder meetings. If the company has not sent in a proxy form or power of attorney by the cut-off time, a properlyexecuted original (or certified copy) of an appropriate "Appointment of Corporate Representative" must be produced for admission to the meeting. Appointments of corporate representative lodged for earlier meetings are not valid for this meeting. A director of a body corporate may NOT attend and vote for that company without a Proxy Form or appointment of corporate representative being submitted in accordance with this Notice.

Voting by Attorney

Any Shareholder may appoint an attorney to vote on their behalf. For an appointment to be effective for the Annual General Meeting, the power of attorney (or a certified copy of it) must be received by the Company at its registered office at least 48 hours before the General Meeting. Powers of attorney lodged for earlier meetings are not valid for this meeting.

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 4:00 pm Perth time on Tuesday, 22 November 2011 (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.

Proxy Form

Please Return by the date and time specified in this Notice to: Strike Resources Limited Level 8, The Forrest Centre 221 St Georges Terrace, Perth WA 6000 Facsimile: +61 8 9324 7199 For enquiries please call: +61 8 9324 7100 Email: info@strikeresources.com.au

Strike Resources Limited (ABN 94 088 488 724)

{Name1}		Sequence:UNITS}
{Name2}
{Name3}
{Name4}		Need to change your address?
{Name5}		Mark to change your address and write the new
{Name6}		details in the space to the left.

A. Appointment of Proxy

I/We being a member/s of Strike Resources Limited and entitled to attend the AGM and vote, appoint:

	The Chairman of	If you are appointing SOMEONE
	theMeetingOR	OTHER THAN THE CHAIRMAN as your
	(mark )	proxy, write their name here.

as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the directions in this form (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Strike Resources Limited to be held at the Perth Convention Exhibition Centre 21 Mounts Bay Road Perth, Western Australia at 11:00 am (Perth time) on Thursday, 24 November 2011 and at any adjournment of that Meeting.

IMPORTANT

• If you sign this form but don"t name a proxy, or your appointed proxy does not attend, the Chairman will be your proxy.
• The Company encourages shareholders to indicate their voting direction "For" or "Against", or to "Abstain", against each Resolution in Section B (below).
• The Chairman intends to vote all proxies which he holds "For" all Resolutions, unless you direct him to vote "Against" or to "Abstain" from a particular Resolution in Section B (below). This will override the Chairman"s voting intentions.
• However, if the Chairman is your proxy and you do not mark any of the voting direction boxes opposite a Resolution in Section B (below), you acknowledge that the Chairman intends to vote undirected proxies in favour of each item of business (including Resolution 3) and expressly authorise and direct the Chairman as your proxy to vote "For" Resolution 3, even though Resolution 3 is connected with remuneration of the Company"s Key Management Personnel and the Chairman has an interest in the outcome of that Resolution as a member of Key Management Personnel.
• If you do not wish to appoint the Chairman of the Meeting to vote on each Resolution in the manner indicated above, you must complete the voting directions in Section B of this Proxy Form (below) and appoint the Chairman as your proxy with a direction to cast the votes in a manner contrary to the Chairman's stated voting intention, or to "Abstain" from voting on that Resolution.

	B. Voting Directions to your Proxy	Please mark  to indicate your directions
	Resolution	For	Against	Abstain*
(1)	Re-elect Matthew C.P. Hammond as Director			
(2)	Approve Issue of Director's Options to Ken Hellsten			
(3)	Adopt Remuneration Report			

* If you mark the "Abstain" box for a particular Resolution, 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.

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

PLEASE NOTE: If you have appointed the Chairman of the Meeting as your proxy (or the Chairman of the Meeting becomes your proxy by default), you can direct the Chairman of the Meeting to vote for or against, or to abstain from voting on, Resolution 3 (Adoption of Remuneration Report) by marking the appropriate box opposite Resolution 3. However, note that under Section A (above), if the Chairman of the Meeting is your proxy (or becomes your proxy by default) and you do not mark any of the boxes opposite Resolution 3, you are directing the Chairman to vote in favour of Resolution 3.

C. 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 the top 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. You cannot change ownership of your shares on this form.

• 1. Lodging a proxy form does 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 two proxies are appointed, each proxy must be appointed to represent a specified number or proportion of the shareholder"s voting rights. If the shareholder appoints two proxies and the appointments do not specify the proportions, each proxy may exercise half of the shareholder"s 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.

7. Signing Instructions

You must sign the Proxy 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 shareholders must 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 does not have a Company Secretary, then a Sole Director can also signalone. Otherwise this form must be signed by a Director jointly with either anotherDirector or a Company Secretary. Please indicate the office held by signing in theappropriate place.

8. Lodgement of a Proxy Form

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 Tuesday 22 November 2011 (48 hours before the start of the meeting). Any Proxy Form received after that time will not be valid for the meeting.

Proxy Forms may be lodged by posting, delivering, emailing or sending them by facsimile to the relevant address/number below:

Strike Resources Limited	By facsimile: +61 8 9324 7199; or
Level 8, The Forrest Centre	By email: info@strikeresources.com.au
221 St Georges Terrace
Perth Western Australia 6000