STRIKE RESOURCES LIMITED — Major Shareholding Notification 2008

Jul 31, 2008

31 July 2008

Company Announcements Platform ASX Limited Exchange Centre 20 Bridge Street Sydney NSW 2000

Dear Sir/Madam

Strike Resources Limited ABN 94 088 488 724

We act for Gallagher Holdings Limited.

On behalf of Gallagher, we enclose a notice of initial substantial holder in respect of Gallagher's interest in Strike Resources Limited.

Yours faithfully

Cochrane Lishman

Contact: Paul Vinci Partner

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Strike Resources Limited ("Strike")
ACN/ARSN	ABN 94 088 488 724
1. Details of substantial holder (1)

.
Name	Gallagher Holdings Limited ("Gallagher")
ACN/ARSN (if applicable)	Gallagher is incorporated in Cyprus with company no. HE 133001

The holder became a substantial holder on 29/07/08

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Ordinary shares	18.068.086	18,068,086	14.99%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Gallagher	Relevant interest in shares in Strikeacquired pursuant to a sharesubscription agreement between Strikeand Gallagher Holdings Limited dated25/07/08, a copy of which is attached asAnnexure A.	18,068,086 ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant	Registered holder of	Person entitled to be	Class and number of securities
interest	securities	registered as holder (8)
Gallagher	ANZ Nominees Limited	Gallagher	18.068.086 ordinary shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevantinterest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
Gallagher	29/07/08	A$49,687,236.50(being A$2.75per ordinaryshare)	N/A	18,068,086 ordinaryshares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
_____	.
N/A____________	N/A--------------------------------------_______________________________________

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Gallagher	Ledra House, 15 Agiou Pavlou, P.O Box 1105, Nicosia, Cyprus

Signature

print name	Demetrios Serghides	capacity	Director
sign here		date	31/07/2008

DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an $(5)$ associate has a relevant interest in
• $(6)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• Include details of: $(7)$
  • $(a)$ any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
  • any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal $(b)$ of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write $(8)$ "unknown".
• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired $(9)$ has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

This is Annexure A of 24 pages referred to in Form 603 (Notice of initial substantial holder) given by Gallagher Holdings Limited. This document is a true bopy of the original.

Demetrios Serghides Director of Gallagher Holdings Limited Execution - 24 July 2008

Share Subscription Agreement

Strike Resources Limited ABN 94 088 488 724

Gallagher Holdings Limited Company no. HE 133001

Blake Dawson

Level 32, Exchange Plaza 2 The Esplanade Perth WA 6000 Australia T 61 8 9366 8000 F 61 8 9366 8111 ReferenceMRW LLF 09 1435 8916

@Blake Dawson 2008

Contents

1.		INTERPRETATION	1
	1.1	Definitions	1
	1.2	Rules for interpreting this document	4
	1.3	Business Days	4
2.		SUBSCRIPTION FOR PLACEMENT SHARES	4
	2.1	First Placement Shares	4
	2.2	Second Placement Shares	5
3.	SHARES	CONDITION PRECEDENT TO SUBSCRIPTION FOR SECOND PLACEMENT	5
	3.1	Obligations in relation to Second Placement Shares not binding untilconditions satisfied	5
	3.2	Conditions	5
	3.3	Waiver of conditions	${\bf 5}$
	3.4	Obligations to satisfy conditions	5
	3.5	Result of non-satisfaction of conditions	6
4.		DUE DILIGENCE	6
5.		SUBSCRIPTION COMPLETION	6
	5.1	Time and Place	6
	5.2	Subscriber's obligations	6
	5.3	Company's obligations	$\overline{7}$
	5.4	Quotation of Placement Shares	7
	5.5	Ranking of Placement Shares	$\overline{7}$
	5.6	Company constitution	7
6.		COMPANY MEETING	7
7.		SUBSCRIBER INTENTIONS	8
8.		BOARD APPOINTMENT	8
9.		FUTURE ARRANGEMENTS IN RELATION TO THE COMPANY	8
	9.1	Application of this clause	8
	9.2	Participation rights	9
	9.3	Sale of Company main undertaking	9
	9,4	Selective share buy-back	10
	9.5	Freedom to sell and vote shares	10
10.		CONFIDENTIALITY	10
	10.1	Obligations in relation to Confidential Information	10
	10.2	Exceptions to obligations of confidentiality	10
	10.3	Confidentiality of this document	11

	10.410.5	Return of Confidential Information	1111
	10.6 1	Acknowledgment of SubscriberInsider Trading	11
11.		WARRANTIES AND REPRESENTATIONS	12
	11.1	By each party generally	12
	11.2	By the Company	13
	11.3	By the Subscriber	13
	11.411.5	Reliance on Representations and WarrantiesException to Company warranties	1313
12.	NOTICES		14
	12.1	How to give a notice	14
	12.2	When a notice is given	14
	12.3	Addresses for Notices	14
13.		AMENDMENT AND ASSIGNMENT	15
	13.1	Amendment	15
	13.2	Assignment	15
14.	GENERAL		15
	14.1	Governing law	15
	14.2	Fiduciary Duties	15
	14.3	Liability for expenses	15
	14.4	Giving effect to this document	15
	14.5	Waiver of rights	15
	14.6	Operation of this document	16
	14.7	Assignment	16
	14.8	No Merger	16
	14.9	Counterparts	16
	Schedule
1		APPLICATION FOR PLACEMENT SHARES	17
$\mathbf{2}$		ANNOUNCEMENT	18

204780760_7

Share Subscription Agreement

l,

Share Subscription Agreement

DATE

PARTIES

Gallagher Holdings Limited Incorporated in Cyprus with company no. HE 133001 (Subscriber)

Strike Resources Limited ABN 94 088 488 724 (Company)

RECITALS

The Subscriber has agreed with the Company to subscribe for the Placement Shares, and the Company has agreed to issue the Placement Shares to the Subscriber, on the terms of this document.

OPERATIVE PROVISIONS

1. INTERPRETATION

$1.1$ Definitions

The following definitions apply in this document.

ASTC Settlement Rules means the operating rules of the settlement facility provided by the ASX Settlement and Transfer Corporation Pty Limited.

ASX means ASX Limited.

Authorisation means:

• an authorisation, consent, declaration, exemption, notarisation or waiver, however $(a)$ it is described; and
• $(b)$ in relation to anything that could be prohibited or restricted by law if a Government Agency acts in any way within a specified period, the expiry of that period without that action being taken,

including any renewal or amendment.

Business Day means:

• for determining when a notice, consent or other communication is given, a day that $(a)$ is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and
• for any other purpose, a day (other than a Saturday, Sunday or public holiday) on $(b)$ which banks are open for general banking business in Perth.

Claim means a claim, action, proceeding or demand.

Completion means First Completion or Second Completion, as the context requires.

Confidential Information means all information in any form or medium relating to the assets, businesses, financial affairs and operations of the Company or its related bodies corporate which:

• $(c)$ is disclosed to the Subscriber or its Representatives during the course of the due diligence referred to in clause 4;
• the Company or its Representatives otherwise makes the Subscriber aware is $(d)$ considered by the Company to be confidential; or
• comes to the attention of the Subscriber or its Representatives including through $(e)$ any nominees of the Subscriber on the board of the Company or through the shareholdings in the Company of the Subscriber,

but does not include information which the Subscriber establishes to the Company's reasonable satisfaction:

• $(1)$ was in the public domain when it was given to the Subscriber;
• $(g)$ becomes, after being given to the Subscriber, part of the public domain, except through disclosure contrary to this document;
• $(h)$ was in the Subscriber's possession when it was given to the Subscriber and was not otherwise acquired from the Company directly or indirectly; or

was lawfully received from another person having the unrestricted legal right to disclose that information without requiring the maintenance of confidentiality.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulations means the Corporations Regulations 2001 (Cth).

Due Diligence Period means the period of 21 days commencing on the date of this document or such other period agreed in writing by the parties.

Encumbrance means a mortgage, charge, pledge, lien, hypothecation or title retention arrangement, a right of set-off or right to withhold payment of a deposit or other money, a notice under section 255 of the Income Tax Assessment Act 1936, subdivision 260-A in schedule 1 to the Taxation Administration Act 1953 or any similar legislation, or an easement, restrictive covenant, caveat or similar restriction over property, or an agreement to create any of them or to allow any of them to exist.

End Date means the date which is 90 Business Days after the date of this document, or any later date agreed to in writing by the parties.

Expert means a suitably-qualified, independent expert appointed by the Company to prepare the IER.

First Completion means the completion of the subscription for and issue of the First Placement Shares in accordance with clause 5.

First Completion Date means the later of:

• $(i)$ two Business Days after the date of this document; and
• $\langle$ j any other date agreed in writing by the parties.

204780760_7

First Placement Shares means 18,068,086 fully paid ordinary shares in the capital of the Company.

Government Agency means:

• a government or government department or other body; $(k)$
• a governmental, semi-governmental or judicial person; or $(1)$
• a person (whether autonomous or not) who is charged with the administration of a $(m)$ law.

IER means an independent expert's report prepared for the purposes of obtaining shareholder approval for the Second Placement under item 7 of section 611 Corporations Act in accordance with clause 3.2(a).

Insolvency Event means, for a person, being in liquidation or provisional liquidation or under administration, having a controller (as defined in the Corporations Act) or analogous person appointed to it or any of its property, being taken under section 459F(1) of the Corporations Act to have failed to comply with a statutory demand, being unable to pay its debts or otherwise insolvent, taking any step that could result in the person becoming an insolvent under administration (as defined in section 9 of the Corporations Act), entering into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors, or any analogous event.

Meeting Documents means the notice of meeting materials, including the IER, for the meeting of Company shareholders to consider the Shareholder Resolution.

Placement Shares means either or both of the First Placement Shares and the Second Placement Shares, as the context requires.

Representatives means any of a person's directors, officers, employees, financial advisers, attorneys, solicitors, accountants, consultants or agents.

Second Completion means the completion of the subscription for and issue of the Second Placement Shares in accordance with clause 5.

Second Completion Date means the later of:

• the date which is five Business Days following satisfaction of all of the conditions $(n)$ set out in clause 3.2 (other than clause 3.2(d)); and
• any other date agreed in writing by the parties. $(0)$

Second Placement Shares means 19,412,471 fully paid ordinary shares in the capital of the Company.

Shareholder Resolution has the meaning given in clause 3.2(a).

Shares means ordinary fully paid shares in the capital of the Company.

Subscription Completion means the completion of the subscription for and issue of the Placement Shares as provided for in clause 4.

Subscription Price means A$2.75 for each Placement Share.

$1.2$ Rules for interpreting this document

Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply.

• $(a)$ A reference to:
  • $(i)$ legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it:
  • $(ii)$ a document (including this document) or agreement, or a provision of a document (including this document) or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;
  • $(iii)$ a party to this document or to any other document or agreement includes a permitted substitute or a permitted assign of that party;
  • $(iv)$ a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and
  • $(v)$ anything (including a right, obligation or concept) includes each part of it.
• $(b)$ A singular word includes the plural, and vice versa.
• A word which suggests one gender includes the other genders. $(c)$
• $(d)$ If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
• If an example is given of anything (including a right, obligation or concept), such as $(e)$ by saying it includes something else, the example does not limit the scope of that thing.
• $(f)$ The word agreement includes an undertaking or other binding arrangement or understanding, whether or not in writing.
• $(g)$ The words subsidiary, holding company and related body corporate have the same meanings as in the Corporations Act.

$1.3$ Business Days

If the day on or by which a person must do something under this document is not a Business Day:

• $(a)$ if the act involves a payment that is due on demand, the person must do it on or by the next Business Day; and
• $(b)$ in any other case, the person must do it on or by the previous Business Day.

$2.$ SUBSCRIPTION FOR PLACEMENT SHARES

First Placement Shares $2.1$

On the First Completion Date the Subscriber must subscribe for and pay the Subscription Price for the First Placement Shares, and the Company must issue the First Placement Shares to the Subscriber.

Share Subscription Agreement

$2.2$ Second Placement Shares

Subject to clause 3.1, on the Second Completion Date the Subscriber must subscribe for and pay the Subscription Price for the Second Placement Shares, and the Company must issue the Second Placement Shares to the Subscriber.

$3.$ CONDITION PRECEDENT TO SUBSCRIPTION FOR SECOND PLACEMENT SHARES

$3.1$ Obligations in relation to Second Placement Shares not binding until conditions satisfied

The obligations of the parties under clause 2.2 in relation to the Second Placement Shares do not become binding until each of the conditions set out in clause 3.2 is satisfied or waived under clause 3.3.

$3.2$ Conditions

The conditions referred to in clause 3.1 are:

• $(a)$ the holders of the Shares approving by resolution passed at a general meeting the issue of the Second Placement Shares under this document for the purposes of and in accordance with section 611 item 7 of the Corporations Act (Shareholder Resolution):
• $(b)$ if required by the Foreign Acquisitions and Takeovers Act 1975 (Cth), the first to occur of:
  • $(i)$ the Subscriber being informed in writing by or on behalf of the Federal Treasurer that there are no objections under the Australian Government's Foreign Investment Policy to the Subscriber acquiring the Second Placement Shares in accordance with this document; or
  • $(ii)$ the period during which the Federal Treasurer is empowered by the Foreign Acquisitions and Takeovers Act 1975 (Cth) to make an order prohibiting the proposed acquisition by the Subscriber expiring without any order (other than an interim order) having been made;
• $(c)$ the Subscriber undertaking due diligence in respect of the Second Placement Shares in accordance with clause 4 and being satisfied by the end of the Due Diligence Period with the results of that due diligence; and
• $(d)$ none of the following having occurred before the Second Completion Date:
  • $\left($ i an insolvency Event in respect of the Company; or
  • $(ii)$ a material breach by the Company of any representation or warranty set out in clauses 11.1 or 11.2.

$3.3$ Waiver of conditions

The Subscriber may waive condition 3.2(c) or 3.2(d) by notice in writing to the Company.

$3.4$ Obligations to satisfy conditions

The parties must:

use reasonable endeavours (other than waiver) to ensure that the conditions set $(a)$ out in clause 3.2 are satisfied on or before the Second Completion Date; and

204780760_7

$(b)$ keep the other party informed of any circumstances which may result in any of those conditions not being satisfied in accordance with its terms.

$3.5$ Result of non-satisfaction of conditions

If the conditions set out in clause 3.2 are not satisfied or waived under clause 3.3 on or before the End Date, then all rights and obligations under this document other than:

• $(a)$ clauses 1, 10, 12, 13 and 14; and
• $(b)$ rights that accrue before that date,

terminate on that date.

The clauses referred to in clause 3.5(a) survive the expiry or termination of the agreement constituted by this document.

DUE DILIGENCE 4.

• $(a)$ During the Due Diligence Period, the Subscriber may conduct due diligence on matters agreed between the parties to be material to the Company's assets, financial position or prospects.
• $(b)$ The Company must, subject to any obligations of confidence owed to third parties, give the Subscriber and its Representatives reasonable assistance and access to its books and management to facilitate the due diligence.

5. SUBSCRIPTION COMPLETION

$5.1$ Time and Place

• $(a)$ First Completion must take piace on the First Completion Date at the registered office of the Company or any other place agreed by the parties.
• $(b)$ Subject to clause 3, Second Completion must take place on the Second Completion Date at the registered office of the Company or any other place agreed by the parties.

$5.2$ Subscriber's obligations

The Subscriber must at each Completion:

• $(a)$ give to the Company a duly executed application for the relevant Placement Shares in the form of schedule 1 or in any other form the Company may agree to accept; and
• $(b)$ at each Completion pay to the Company, or as the Company directs in writing as to payee or payees and place of payment, the Subscription Price for the Placement Shares by electronic funds transfer or in any other form that the Company may agree to accept as payment.

Share Subscription Agreement

5.3 Company's obligations

Subject to the Subscriber complying with clause 5.2 and receipt of cleared funds in respect of the payment made under clause 5.2(b), the Company must at or as soon as possible after each Completion:

• $(a)$ issue the relevant Placement Shares to the Subscriber:
• $(b)$ instruct the Company's share registry to give the Subscriber a holding statement showing the Subscriber as the holder of the relevant Placement Shares; and
• $\langle c \rangle$ take all other steps required under its constitution, the ASTC Settlement Rules and the Corporations Act to constitute and evidence the Subscriber as the holder of the Placement Shares.

5.4 Quotation of Placement Shares

After each Completion the Company must:

• $(a)$ as soon as possible, apply to ASX for official quotation of the relevant Placement Shares; and
• (b) within the period specified in the Corporations Act, give to ASX a notice in accordance with section 708A(5)(e) of the Corporations Act.

5.5 Ranking of Placement Shares

From their date of issue, each Placement Share will rank equally in all respects with the existing Shares.

5.6 Company constitution

The Subscriber agrees to be bound by the Company's constitution upon being registered as the registered holder of any Placement Shares.

6. COMPANY MEETING

For the purpose of obtaining the Shareholder Resolution in accordance with clause 3.2(a):

• $(a)$ the Company must, as soon as practicable following execution of this agreement:
  • $(i)$ appoint the Expert to prepare the IER in accordance with all applicable law and applicable ASIC regulatory guides, including ASIC Regulatory Guide $74:$
    • $(ii)$ subject to the Subscriber complying with clause 6(b), procure the Meeting Documents to be prepared;
    • $(iii)$ consult with the Subscriber as to the content of the Meeting Documents;
    • lodge the draft Meeting Documents with ASIC and ASX in accordance with (iv) the Corporations Act and the ASX Listing Rules;
  • dispatch the finalised Meeting Documents to the shareholders of the $(v)$ Company; and
  • convene a general meeting of the shareholders of the Company to $(vi)$ consider the Shareholder Resolution.

204780760 7

the Subscriber must give the Company and the Expert all reasonable assistance to $(b)$ enable the preparation of the Meeting Documents, including providing any information required to be included in the Meeting Documents by the Corporations Act, the ASX Listing Rules and applicable ASIC regulatory guides, including ASIC Regulatory Guide 74.

SUBSCRIBER INTENTIONS 7.

The Subscriber confirms for the purposes of the Shareholder Resolution that, as at the date of this document and the Second Completion Date, its intentions in relation to the Company are:

• to be a long term strategic shareholder in the Company and to use its expertise to $(a)$ assist the future development of the Company's business;
• $(b)$ not to change the business of the Company;
• to give consideration to injecting further capital into the Company in addition to $\left( c \right)$ participating in the Placements by way of subscribing for new Shares on terms and conditions to be agreed with the Company;
• $(d)$ not to change the employment of the present employees of the Company;
• not to transfer to or acquire from the Company any property other than Shares; $(e)$ and
• $(f)$ not to otherwise redeploy the fixed assets of the Company.

8. BOARD APPOINTMENT

• At First Completion: $(a)$
  • the Subscriber may give to the Company a signed consent by Farhad $\left( i \right)$ Moshiri to act as a director of the Company; and
  • subject to receiving a signed consent to act as a director, the Company $(ii)$ must ensure that a meeting of the directors of the Company is duly convened to confirm the appointment of Farhad Moshiri as a director of the Company.
• $(b)$ The Subscriber must procure that Farhad Moshiri and any alternate of Farhad Moshiri provides the Company with the information required by ASX Listing Rule 3.19A and any provision of the Corporations Act that requires the Company to disclose information about directors, their assets or affairs, in sufficient time to enable the Company to comply with the relevant obligation.

9. FUTURE ARRANGEMENTS IN RELATION TO THE COMPANY

$9.1$ Application of this clause

The provisions of this clause 9 only apply from First Completion until such time as the Subscriber ceases to be the registered holder of at least 10% of the issued Shares.

Share Subscription Age

$9.2$ Participation rights

• Subject to clauses 9.2(b) and 9.2(c) and to any applicable restrictions of the ASX $(a)$ Listing Rules, the Corporations Act, or any other applicable law, if the Company issues any new Shares, options or securities convertible into Shares (Dilution Event), the Company must, as soon as practicable and in any event no later than 5 Business Days after completion of the Dilution Event, offer the Subscriber (Offer) the opportunity to subscribe for such number of new Shares or (if applicable) options or securities convertible into Shares in the Company as would enable the Subscriber to maintain its percentage shareholding in the Company (on a fully diluted basis) as it was immediately prior to completion of the Dilution Event, and otherwise on the same terms and conditions as the Dilution Event, provided that this clause 9.2 will not apply unless and until ASX grants a waiver to the Company of ASX Listing Rule 6.18 and any other applicable ASX Listing Rule, which the Company must seek as soon as practicable after First Completion.
• An Offer under clause 9.2(a) remains open for acceptance for 5 Business Days, $(b)$ excluding the day on which it was made, and may only be accepted in writing. The Subscriber acknowledges that if the ASX Listing Rules or the Corporations Act require shareholder approval to be obtained for the issue of Shares to the subscriber under clause 9.2(a) such shareholder approval must be obtained prior to any such issue.
• The following do not constitute a Dilution Event: $(c)$
  • any issue of Shares on exercise of any options in existence as at the date $(i)$ of this document:
  • any issue of Shares on conversion of any security convertible into Shares $(ii)$ in existence as at the date of this document;
  • $(iii)$ any issue of Shares on exercise of any options or conversion of any securities in relation to which the Subscriber was made an Offer under clause $9.2(a)$ ;
  • $(iv)$ any pro rata issue of Shares;
  • any issue of Shares, options or securities convertible into Shares for non- $(v)$ cash consideration; and
  • any issue of Shares on exercise of any options or securities convertible $(vi)$ into Shares that were issued for non-cash consideration.

$9.3$ Sale of Company main undertaking

• If the Company disposes of its "main undertaking" within the meaning of ASX $(a)$ Listing Rule 11.2 for consideration of which the majority (by value) is in either cash or securities of an entity listed on ASX or an "approved foreign exchange" (as that term is defined in clause 1.2A 02(2) of the Corporations Regulations), the Subscriber may, within 20 Business Days of the disposal, require the Company to use its best endeavours to:
  • prepare notice of meeting documents, including an independent expert's $(i)$ report, if required by ASIC policy; and
  • convene a general meeting of the holders of the Shares as soon as $(ii)$ reasonably practicable following the Company's receipt of all the consideration for that disposal to consider and, if thought fit, to approve a resolution approving the terms of a selective share buy-back under section

9

204780760 7

257D of the Corporations Act on the terms set out in clause 9.4 (Subscriber Buy-back).

The Company is not obliged to convene a general meeting under 9.3(a) or proceed $(b)$ with the Subscriber Buy-back for such period as any Claim in connection with the disposal of the Company's main undertaking remains unresolved.

$9.4$ Selective share buy-back

The terms of the Subscriber Buy-back are as set out below or as otherwise agreed in writing by the parties:

• the Company will buy all the Shares registered in the name of the Subscriber at $(a)$ the relevant time:
• $(b)$ the price for the Shares will be calculated on the basis of the Company's net asset value per Share (determined in accordance with the Corporations Act, Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations) as at 5 business days before the date of the general meeting convened to approve the selective buy back;
• $(c)$ the Subscriber will transfer all the Shares registered in its name to the Company free of all Encumbrances.

$9.5$ Freedom to sell and vote shares

Unless and until the terms of the Subscriber Buy-back are approved under section 257D of the Corporations Act, the Subscriber may dispose of all or any of the Shares and may vote (subject to the Corporations Act or voting exclusions prescribed by ASX under the ASX Listing Rules) the Shares as the Subscriber thinks fit.

10. CONFIDENTIALITY

$10.1$ Obligations in relation to Confidential Information

Except as permitted by clause 10.2, the Subscriber must not:

• $(a)$ disclose Confidential Information directly or indirectly in any form to anyone else; or
• $(b)$ use or make a copy of any Confidential Information except:
  • for the purposes of the due diligence investigation contemplated by clause $(i)$ $4o$
  • to acquire or check information in connection with this document and the $(ii)$ transactions contemplated by it.

$10.2$ Exceptions to obligations of confidentiality

The obligations in clause 10.1 do not:

• apply to the Subscriber where the Company has first agreed in writing to the $(a)$ particular disclosure, use, or copying;
• prevent the Subscriber from disclosing the Confidential Information to a $(b)$ professional adviser, banker or financial adviser of the Subscriber requiring the Confidential Information for the purposes of this document, provided that the Subscriber advises the Company on request of the name and address of each

10 Share Subscription Agreement

such person and procures that each such person complies with the provisions of clause 10 as if references to the Subscriber were references to that person and the person was a party to this document; or

• prevent the Subscriber from disclosing the Confidential Information as required by $\mathcal{L}$ law or by any regulatory authority provided that the Subscriber:
  • $(i)$ first gives the Company as much notice of that requirement and the Confidential Information it intends to disclose as is lawful; and
  • discloses only that portion of the Confidential Information which it is legally $(ii)$ required to disclose.

$10.3$ Confidentiality of this document

Until Completion, each party must treat the existence and terms of this document confidentially and no announcement or communication relating to the negotiations of the parties or the existence, subject matter or terms of this document may be made or authorised by a party unless:

• the other parties have first given their written approval; $(a)$
• $(b)$ the disclosure is to the party's employees, consultants, professional advisers, bankers, financial advisers or financiers or to a person whose consent is required under this document or for a transaction contemplated by it and those persons undertake to keep confidential any information so disclosed; or
• the disclosure is made to the extent reasonably needed to comply with any (c) applicable law or requirement of any Government Agency or regulatory body (including any relevant stock exchange).

$10.4$ Return of Confidential Information

If First Completion does not occur on or before the First Completion Date, or Second Completion does not occur on or before the Second Completion Date, the Subscriber must immediately:

• $(a)$ deliver to the Company all documents and other materials containing, recording or referring to Confidential Information which are in its possession, power or control; and
• $(b)$ ensure that any person who receives the Confidential Information by the Subscriber's authority returns or destroys the Confidential Information (in any form in which it is held) to the Company.

10.5 Acknowledgment of Subscriber

The Subscriber acknowledges to the Company that the Company may make any disclosure the Company considers to be necessary or desirable to comply with the ASX Listing Rules (including Rule 3.1) or the Corporations Act of information given to the Company by the Subscriber or its Representatives.

10.6 Insider Trading

The parties acknowledge that section 1043A of the Corporations Act imposes prohibitions on "insider trading" and agree to observe and comply with those prohibitions as applicable.

Share Subscription Agreement

11

11. WARRANTIES AND REPRESENTATIONS

$11.1$ By each party generally

Each party represents and warrants that, as at the date of this document and as at First Completion and Second Completion:

• $(a)$ (status) it is a company limited by shares duly incorporated under the laws of its place of incorporation:
• $(b)$ (power) it has full legal capacity and power:
  • $(1)$ to own its property and to carry on its business; and
  • $(ii)$ to enter into this document and to carry out the transactions that it contemplates;
• $(c)$ (corporate authority) expect for the actions contemplated by clause 3, it has taken all corporate action that is necessary or desirable to authorise its entry into this document and its carrying out the transactions that it contemplates;
• $(d)$ (Authorisations) except for the Authorisations required by clause 3, it holds each Authorisation that is necessary or desirable to:
  • execute this document and to carry out the transactions that it $\bf(0)$ contemplates;
  • $(i)$ ensure that this document is legal, valid, binding and admissible in evidence; or
  • $(iii)$ enable it to properly carry on its business,

and it is complying with any conditions to which any of these Authorisations is subject:

• $(e)$ (documents effective) this document constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms (except to the extent limited by equitable principles and laws affecting creditors' rights generally), subject to satisfaction or waiver of the conditions in clause 3 and to any necessary stamping or registration;
• (no contravention) neither its execution of this document nor the carrying out by it $(f)$ of the transactions that it contemplates, does or will:
  • $(i)$ contravene any law to which it or any of its property is subject or any order of any Government Agency that is binding on it or any of its property. excluding, in the case of the Company, the securities laws of any jurisdiction outside Australia:
  • $(ii)$ contravene any Authorisation;
  • contravene any undertaking or instrument binding on it or any of its $(iii)$ property; or
  • $(iv)$ contravene its constitution:
• (no litigation) no litigation, arbitration, mediation, conciliation or administrative $(g)$ proceedings are taking place, pending, or to its knowledge after due inquiry,

204780760_7

threatened which, if adversely decided, could have a material adverse effect on its ability to perform its obligations under this document;

• $(h)$ (no Insolvency Event) it is not affected by an Insolvency Event; and
• $(i)$ (no trust) it is not entering into this document as trustee of any trust or settlement.

$11.2$ By the Company

Subject to clause 11.5, the Company represents and warrants that, as at the date of this document and as at each Completion:

• $(a)$ (constitution) the Company's constitution is in the form of the copy previously provided by the Company to the Subscriber with no further amendment or variation:
• $(b)$ (share issues) except as disclosed to ASX, there are no agreements, arrangements or understandings in force or securities issued which call for the present or future issue of, or grant to any person the right to require the issue of, any Shares or other securities in the Company; and
• $(c)$ (disclosure) the Company has complied with its obligations under ASX Listing Rule 3.1.

$11.3$ By the Subscriber

• $(a)$ (accuracy of information) The Subscriber represents and warrants that, as at the date of this document and as at each Completion:
  • all information provided by it or its Representatives to the Company or the $\left( i \right)$ Expert in connection with clause 6(b) is accurate in all material respects and not misleading or deceptive; and
  • $(ii)$ neither execution of this document by the Company nor the carrying out by it of the transactions that this document contemplates, does or will contravene the securities laws of any jurisdiction outside Australia.
• $(b)$ The Subscriber acknowledges that the Company has entered this document and has agreed to issue the Placement Shares in reliance on the representations and warranties in clause 11.3.

11.4 Reliance on Representations and Warranties

The Company acknowledges that the Subscriber has entered this document and has agreed to subscribe for the Placement Shares in reliance on the representations and warranties in clause 11.2.

$11.5$ Exception to Company warranties

The Subscriber acknowledges that it is not relying on any warranty or representation of the Company not expressly stated in this document and that no representation or warranty of the Company is breached by any matter which the Company has disclosed to ASX prior to the relevant date of the representation or warranty.

11.6 Subscriber acknowledgement

The Subscriber acknowledges that Ragnarok Capital Limited is entitled to receive fees in its capacity as broker in respect of the transactions contemplated in this document.

204780760_7

$12.$ NOTICES

$12.1$ How to give a notice

A notice, consent or other communication under this document is only effective if it is:

• $(a)$ in writing, signed by or on behalf of the person giving it;
• $(b)$ addressed to the person to whom it is to be given; and
• $(c)$ either:
  • $(i)$ delivered or sent by pre-paid mail (by airmail, if the addressee is overseas) to that person's address; or
  • $(i)$ sent by fax to that person's fax number and the machine from which it is sent produces a report that states that it was sent in full.

$12.2$ When a notice is given

A notice, consent or other communication that complies with this clause is regarded as given and received:

• $(a)$ if it is delivered or sent by fax:
  • by 5.00 pm (local time in the place of receipt) on a Business Day on that $(i)$ day; or
  • after 5.00 pm (local time in the place of receipt) on a Business Day, or on $(i)$ a day that is not a Business Day - on the next Business Day; and
• $(b)$ if it is sent by mail:
  • within Australia three Business Days after posting; or $(i)$
  • to or from a place outside Australia seven Business Days after posting. $(ii)$

12.3 Addresses for Notices

For the purpose of this clause the address of a person is the address set out below or another address of which that person may from time to time give Notice to each other person:

Subscriber:

Attention:	Demetrious Serghides, Director
Address:	Ledra House, 15 Agiou Pavlou, P. O. Box 1105, Nicosia - Cyprus
Facsimile:	+357 255 60 438

Company:

Attention:	Company Secretary
Address:	Level 14, The Forrest Centre, 221 St Georges Terrace, Perth, Western
	Australia 6000
Facsimile:	+61 8 9322 1515

$13.$ AMENDMENT AND ASSIGNMENT

$13.1$ Amendment

This document can only be amended, supplemented, replaced or novated by another document executed by the parties.

$13.2$ Assignment

A party may only dispose of, declare a trust over or otherwise create an interest in its rights under this document with the consent of each other party.

14. GENERAL

14.1 Governing law

• This document is governed by the laws of the State of Western Australia. $(a)$
• The Subscriber appoints Cochrane Lishman of Level 12, 216 St Georges Terrace, $(b)$ Perth, Western Australia as its agent to receive service of process for any proceedings in connection with this document. The Subscriber undertakes to maintain this appointment until the first anniversary of the date of this document, and agrees that any such process served on that person is taken to be served on it.

$14.2$ Fiduciary Duties

Nothing in this document, and in particular clauses 2.2 and 8, requires:

• the Company to take any action if to do so would or would reasonably be likely to $(a)$ contravene any applicable law; or
• any director of the Company to do anything (such as making a recommendation or $(b)$ executing a document) that would or would reasonably be likely to contravene any applicable law or be contrary to the director's duty as a director of the Company.

$14.3$ Liability for expenses

Each party must pay its own expenses incurred in negotiating, executing and registering this document.

$14.4$ Giving effect to this document

Each party must do anything (including execute any document), and must ensure that its employees and agents do anything (including execute any document), that any other party may reasonably require to give full effect to this document.

$14.5$ Waiver of rights

A right may only be waived in writing, signed by the party giving the waiver, and:

• no other conduct of a party (including a failure to exercise, or delay in exercising, $(a)$ the right) operates as a waiver of the right or otherwise prevents the exercise of the right;
• a waiver of a right on one or more occasions does not operate as a waiver of that $(b)$ right if it arises again; and

204780760_7

$(c)$ the exercise of a right does not prevent any further exercise of that right or of any other right.

14.6 Operation of this document

• This document contains the entire agreement between the parties about its subject $(a)$ matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this document and has no further effect.
• $(b)$ Any right that a person may have under this document is in addition to, and does not replace or limit, any other right that the person may have.
• $\left( c\right)$ Any provision of this document which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this document enforceable, unless this would materially change the intended effect of this document.

14.7 Assignment

No party may assign its rights or obligations under this document without the written consent of the other party.

14.8 No Merger

No provision of this document merges in or by virtue of Completion.

$14.9$ Counterparts

This document may be executed in counterparts.

14.10 Announcements

• $(a)$ Subject to clauses 14.10(b) and (c), neither party may make or send a public announcement, communication or circular concerning the transactions referred to in this agreement unless, to the extent practicable in the circumstances, it has first obtained the written consent of the other party, which consent is not to be unreasonably withheld or delayed.
• $(b)$ Immediately following execution of this document by the parties, the Company agrees to release an announcement in the form of schedule 2.
• Clause 14.10(a) does not apply to a public announcement, communication or $(c)$ circular required by law or a regulation of a stock exchange, if the party required to make or send it has, to the extent practicable in the circumstances:
  • $\left( i\right)$ provided the other party with sufficient notice to enable it to seek a protective order or other remedy; and
  • $(ii)$ provided all assistance and co-operation that the other party considers necessary to prevent or minimise that disclosure.
• $(d)$ For the avoidance of doubt, clause 14,10(a) is not breached by any failure of a party to obtain the other party's written consent to a public announcement, communication or circular, where it is not practicable in the circumstances for the party to do so.

204780760 7

Schedule 1

APPLICATION FOR PLACEMENT SHARES

(Clause 5.2)

To: Strike Resources Limited (the Company)

Gallagher Holdings Limited (the Subscriber) applies and agrees to subscribe for mumber fully paid ordinary shares in the capital of the Company (Placement Shares).

Accompanying this application is the Subscription Price for the Placement Shares as required by the agreement of pate) between the Company and the Subscriber in the amount of $[amount equal to the Subserption Price].

The Subscriber agrees to be bound, on issue of the Placement Shares to it, by the terms of the constitution of the Company and requests that its name be entered in the register of members of the Company in respect of the Placement Shares and for a holding statement to be issued to it.

DATED

EXECUTED by Gallagher Holdings Limited

Signature of director

Name

Share Subscription Agreement 17

Schedule 2

ANNOUNCEMENT

204780760_7

Friday, 25 July 2008

MARKET ANNOUNCEMENT

$103 Million Capital Raising

Strike Resources Limited (Strike) is pleased to announce that it is proceeding with a A$103 million (US$100 million) share placement to Gallagher Holdings Limited (Gallagher), through the issue of 37,480,557 million shares at an issue price of $2.75, being a 39% premium to Strike's closing share price on 24 July 2008 and a 33% premium to the Volume Weighted Average Price of Strike's shares traded over the month preceding the date of this announcement.

Gallagher is an investment holding company with its main interests in mining and steel, telecommunications, media and leisure.

Gallagher has nominated its Chairman, Mr Farhad Moshiri, to join the Strike Board as a nonexecutive director upon the completion of tranche one of the placement.

The placement will occur in two tranches, of A$49.7 million and A$53.4 million. The first tranche will proceed shortly, with completion of the second tranche being subject to Strike shareholder approval, Foreign Investment Review Board (FIRB) approval and completion of due diligence by Gallagher.

The funds raised will be used primarily for the development of Strike's flagship 20 Million tonne per annum (Mtpa) iron ore project in Peru. Strike recently announced the successful completion of a year-long Pre-Feasibility Study into this project and Strike is now focusing on expanding the resource inventory and preparing to commence a Bankable Feasibility Study (BFS). This placement ensures that Strike has sufficient funding to finance these important next steps in the project's development.

The funds will also be used to expedite the development of Strike's 1 - 2 Mtpa Cuzco Lump Project in Peru (with first production scheduled for 2009/10) and other projects.

Dr John Stephenson, Chairman of Strike said: "This capital investment by Gallagher in Strike Resources at a substantial premium to the current share price is a clear endorsement by a major international resources investment firm in the future growth potential of Strike. It also demonstrates a high degree of confidence in the management of Strike and its ability to execute the development of its major iron ore projects in Peru.

The funds will enable Strike to complete a BFS and substantially increase the resource base through further drilling at both the Apurimac and Cuzco project areas. Its iron ore and coal projects in Western Australia and Kalimantan, Indonesia respectively will also be advanced to generate early cash flow.

www.strikeresources.com.au

STRIKE RESOURCES LIMITED

A.B.N. 94 088 488 724

Level 14, 221 St Georges Terrace, Perth WA 6000 T1 (08) 9214 9700 F I (08) 9322 1515

E I info@strikereso

I am delighted to have Gallagher on our share register and Strike welcomes its Chairman, Mr Farhad Moshiri, as an additional member of the Strike Board."

Placement Detail

The placement will be for a total of 37,480,557 shares, with an issue price of A$2.75 per share to raise total gross funds of A$103,071,532.

The issue will occur in two tranches; the first tranche will be for 18,068,086 shares to raise A$49,687,237; the second tranche will be for 19,412,471 shares to raise A$53,384,295.

The second tranche will be completed subject to the following conditions:

• (a) Strike shareholder approval, as Gallagher will hold more than 20% of Strike's issued share capital post completion of tranche 2;
• $(b)$ Foreign Investment Review Board (FIRB) approval; and
• Due diligence by Gallagher to be completed within 21 days from the date of this agreement. $(c)$

About Gallagher Holdings Limited

Gallagher is the investment holding company for the interests of Mr. Alisher Usmanov, who is one of Russia's leading businessmen. Mr Usmanov is the founder and the principal shareholder of Metalloinvest. Metalloinvest is one of the largest and fastest growing mining and metals companies in Russia. It is comprised of the biggest CIS iron ore producer, has the largest iron ore reserves globally and is one of the leading steel producers within Russia. Key assets include the Lebedinsky and Mikhailovsky Integrated Mining and Processing Works, the Oskol Electric Steel Works and Ural Steel.

Gallagher and Metalloinvest had previous and has current interests in a number of ASX listed companies including Mt Gibson Iron, Aztec Resources, and Medusa Mining.

About Farhad Moshiri

Farhad Moshiri graduated from the University of London with an honours degree in Economics and Statistics and subsequently qualified as a Chartered Certified Accountant (FCCA). He worked for a number of the major accounting firms, latterly focusing on financial services. He joined Global Natural Energy, a London listed company with energy and commodity interests, where he was the Chief Executive for eight years. He helped set up Gallagher, where he has been instrumental in developing and acquiring its various interests in mining and metals, including its holding in Metalloinvest, the leading Russian mining and metals group where he is Executive Chairman. Farhad Moshiri sits on a number of other Boards.

Further information:

John Stephenson Chairman T | +61 8 9214 9700 E | jstephenson@strikeresources.com

Shanker Madan Managing Director $T$ +61 8 9214 9700 E | smadan@strikeresources.com

$-2-$

EXECUTED as an agreement.

Each person who executes this document on behalf of a party under a power of attorney declares that he or she is not aware of any fact or circumstance that might affect his or her authority to do so under that power of attorney.

EXECUTED by Strike Resources Limited ABN 94 088 488 724

Signature of director

H. SHANKER MADAN Name

EXECUTED by Gallagher Holdings Limited Signature of director ame

Signature of director/secretary

VICTOR HO Name