NOTICE OF GENERAL MEETING & EXPLANATORY STATEMENT

TO SHAREHOLDERS

Date and Time of Meeting:

1:30 pm (Perth time) on Tuesday, 6 March 2007

Place of Meeting:

The Chifley On The Terrace 185 St Georges Terrace Perth, Western Australia

IMPORTANT NOTICE

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

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

	Notice of General Meeting	2
	Time and Place of Meeting andHow to Vote	5
	Explanatory Statement	6
1.	Resolution 1	6
2.	Resolution 2	$\overline{7}$
3.	Resolution 3	8
4.	Resolution 4	13
5.	Resolution 5	17
6.	Resolution 6	23
	Annexure A - Employee Option Terms	24
	Annexure B - Director's Option Terms	26
	Annexure C - Directors' Option Terms	28

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CORPORATE DIRECTORY

BOARDJohn StephensonH. Shanker MadanFarooq KhanVictor HoWilliam JohnsonMalcolm Richmond	ChairmanManaging DirectorDirectorDirectorDirectorDirector
COMPANY SECRETARYVictor Ho
PRINCIPAL & REGISTERED OFFICELevel 14, The Forrest Centre221 St Georges TerracePerth Western AustraliaTelephone:Facsimile:Email:Web:	6000(08) 9214 9700(08) 9322 1515[email protected]www.strikeresources.com.au
SHARE REGISTRYAdvanced Share Registry Services110 Stirling HighwayWestern AustraliaNedlandsTelephone:Facsimile:Email:Web:	6009(08) 9389 8033(08) 9389 7871[email protected]www.asrshareholders.com

STOCK EXCHANGE

Australian Securities Exchange Perth, Western Australia

ASX CODE SRK

AUDITORS

Stantons International 1 Havelock Street West Perth Western Australia 6005 Telephone: (08) 9481 3188 Facsimile: (08) 9321 1204 Web: www.stanton.com.au

PURPOSE OF THIS DOCUMENT

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

This Notice of Meeting and Explanatory Statement is dated 24 January 2007.

ENQUIRIES

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

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of shareholders of Strike Resources Limited A.C.N. 088 488 724 (Company or SRK) will be held at The Chifley On The Terrace, 185 St Georges Terrace, Perth, Western Australia at 1:30 pm (Perth time) on Tuesday, 6 March 2007.

AGENDA

ORDINARY BUSINESS

$\mathbf{1}$ . Resolution 1 - Issue Of Options To Employee, Jerko Peter Zuvela

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

"That, for the purposes of Listing Rule 7.4 of the Listing Rules of the Australian Stock Exchange Limited (ASX) and for all other purposes, shareholders ratify and approve the previous issue of 150,000 options made to Jerko Peter Zuvela, an employee of the Company, each to subscribe for one ordinary share in the Company at an exercise price equal to $1.20 and exercisable at any time on or before 5 years from the date of issue (subject to one-third of the options being unable to be exercised until 6 March 2007, onethird of the options being unable to be exercised until 6 March 2008 and one-third of the options being unable to be exercised until 6 March 2009) and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice, including Annexure A."

Voting Exclusion: The Company will disregard any votes cast on this resolution by Jerko Peter Zuvela or any associate of Mr Zuvela.

$\overline{2}$ . Resolution 2 - $3 million Share Placement

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.4 of the Listing Rules of the ASX and for all other purposes, shareholders ratify and approve the previous issue of 2,307,693 fully paid ordinary shares in the capital of the Company at an issue price of $1.30 per share (raising $3,000,000.90 gross) pursuant to offers exempt from disclosure under section 708 of the Corporation Act 2001, and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice"

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

3. Resolution 3 - Issue Of Options To Director, Malcolm Ross Richmond

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

"For the purposes of Chapter 2E of the Corporations Act 2001 (Cth) and ASX Listing Rule 10.11, and for all other purposes, shareholders approve the issue of 500,000 options to Malcolm Ross Richmond, a Director of the Company, each to subscribe for one ordinary share in the Company at an exercise price of $2.10 (being calculated based on 133% of the volume weighted average share price (VWAP) of the Company's shares on ASX in

the 5 trading days after the closing date of the Company's Share Purchase Plan (announced on 24 October 2006) as agreed with Professor Richmond as at the date of his appointment on 25 October 2006), and exercisable at any time on or before 5 years from the date of issue (subject to 30% of the options being unable to be exercised until 12 months from the date of issue and 40% of the options being unable to be exercised until 24 months from the date of issue) and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice, including Annexure B."

Voting Exclusion: The Company will disregard any votes cast on this resolution by director. Matcolm Ross Richmond or any associate of Professor Richmond.

$\boldsymbol{4}$ Resolution 4 - Director's Deed for Malcolm Ross Richmond

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

"That, for the purposes of Chapter 2E of the Corporations Act 2001 (Cth) and for all other purposes, approval is given to the Company to enter into a deed with Malcolm Ross Richmond 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 director, Malcolm Ross Richmond or any associate of Professor Richmond.

5. Resolution 5 - Issue Of Options To Directors

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

"That, for the purposes of Chapter 2E of the Corporations Act 2001 (Cth) and Australian ASX Listing Rule 10.11, and for all other purposes, shareholders approve the issue to the following directors of the Company a total of 3,300,00 options, each to subscribe for one ordinary share in the Company at an exercise price equal to the greater of $2.60 or 133% of the VWAP of the Company's shares on ASX in the 5 trading days leading up to (and excluding) the issue date (rounded down to the nearest whole cent) and exercisable at any time on or before 5 years from the date of issue (subject to 30% of the options being unable to be exercised until 12 months from the date of issue and 40% of the options being unable to be exercised until 24 months from the date of issue) and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice including Annexure C:

John Francis Stephenson 350,000 options; $(1)$
Hem Shanker Madan 950,000 options: $(2)$
$(3)$ Farooq Khan - 700,000 options;
Victor Poh Hong Ho 350,000 options $(4)$
$(5)$ William Mathew Johnson - 350,000 options; and
Malcolm Ross Richmond 600,000 options." $(6)$

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

6. Resolution 6 - Setting of Non-Executive Director' Remuneration Limit

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

"That approval is given for the total amount of fees payable to directors (save for remuneration to executive directors including the managing director) to be set at a maximum of $175,000 per annum, for the purposes of clause 38 of the Company's constitution, ASX Listing Rule 10.17 and for all other purposes."

DATED THIS 24th DAY OF JANUARY 2007

BY ORDER OF THE BOARD

VICTOR HO COMPANY SECRETARY

NOTES:

Voting Exclusion

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

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

Role of ASIC and ASX

A copy of this Notice of Meeting 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 Meeting and Explanatory Statement.

ASX Listing Rule 7.1 and 7.2

ASX Listing Rule 7.1 prohibits an entity from issuing, or agreeing to issue, equity securities (which includes options) which exceed 15% of the total number of fully paid ordinary securities on issue in any 12 month period unless approval is obtained from the holders of ordinary securities in a general meeting.

By virtue of Exemption 14 of ASX Listing Rule 7.2, shareholder approval pursuant to Listing Rule 7.1 is not required in order to issue the options the subject of Resolutions 3 and 5 as shareholder approval is being obtained under ASX Listing Rule 10.11.

TIME AND PLACE OF GENERAL MEETING AND HOW TO VOTE

Venue

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

The Chifley On The Terrace 185 St Georges Terrace Perth, Western Australia

commencina

1:30 pm (Perth time) Tuesday, 6 March 2007

How to Vote

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

Voting in Person

To vote in person, attend the meeting on the date and at the place set out above.

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of General Meeting as soon as possible and either:

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

so that it is received by the Company not later than 1:30 pm (Perth time) on Sunday, 4 March 2007.

Your proxy form is enclosed.

Bodies corporate

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

Powers of Attorney

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

Voting Entitlement

In accordance with section $1074E(2)(g)(i)$ of the Corporations Act and regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the General Meeting all shares in the Company will be taken to be held by the persons who held them as registered shareholders at midnight (Perth time) on 4 March 2007 (Voting Entitlement Time). Subject to the voting exclusions noted below, all holders of shares in the Company as at the Voting Entitlement Time will be entitled to vote at the General Meeting.

EXPLANATORY STATEMENT

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

RESOLUTION 1 - ISSUE OF OPTIONS TO EMPLOYEE $\blacksquare$

Resolution 1 seeks shareholder ratification and approval for the previous grant of 150,000 options to Mr Jerko Zuvela, a geologist employee of the Company, made on 6 October 2006. Each option was issued on the same terms, including:

at an exercise price of $1.20 each (which was calculated on the basis of 133% of the $1.$ closing price of the Company's shares on ASX on 7 September 2006, the day after the completion of Mr Zuvela's probationary period of employment);
$\overline{2}$ . after they have vested, exercisable at any time on or before 5 years from the date of issue (option expiry date).
$31$ the options will vest as follows:
- one-third of the options issued to Mr Zuvela will vest on 6 March 2007 (which $(a)$ options may therefore be exercised at any time prior to the option expiry date);
- $(b)$ one-third of the options issued to Mr Zuvela will vest on 6 March 2008 (which options may therefore be exercised at any time thereafter and prior to the option expiry date); and
- one-third of the options issued to Mr Zuvela will vest on 6 March 2009 (which $(c)$ options may therefore be exercised at any time thereafter and prior to the option expiry date).
the options will lapse immediately upon the occurrence of any of the circumstances $4.$ described below:

Where options are vested and thereforeable to be exercised	Where options are not vested (and thereforeunable to be exercised)
Upon their expiry date	Upon their expiry date
Upon determination by the Board that theemployee has acted fraudulently,dishonestly or in breach of his obligations tothe Company	Upon determination by the Board that theemployee has acted fraudulently, dishonestlyor in breach of his obligations to the Company
Upon the employee ceasing to be aemployee of the Company (for whateverreason including by retrenchment,redundancy or retirement) and has notexercised the option within thirty daysfollowing that event (unless a longer periodis otherwise determined by the Board)	Upon the employee ceasing to be a employeeof the Company (for whatever reason includingby retrenchment, redundancy or retirement)
6 months after the death, permanent illnessor permanent physical or mental incapacityof a employee (unless a longer period isotherwise determined by the Board)	Upon thedeath, permanent illnessorpermanent physical or mental incapacity of aemployee

otherwise on the terms and conditions set out in Annexure A to the Explanatory Statement accompanying this Notice.

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

The proposed options issue is designed to act as an incentive for Mr Zuvela to strive to achieve the Company's goals with the aim of enhancing shareholder value.
The options (structured as described above) provide an equity holding opportunity for the Mr Zuvela which is linked to the Company's share price performance.
As a relatively junior exploration company with much of its available funds dedicated or committed to its resource projects (and also in seeking opportunities in relation to the same) and in financing its day to day working capital requirements, the Company is not always in a position to maintain competitive cash salary ranges for its employees within the industry in which it operates.

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

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

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

150,000 options were issued by the Company to Mr Jerko Peter Zuvela on 6 October $(a)$ 2006, an employee geologist of the Company:
$(b)$ the exercise price for each option is $1.20:
each option is exercisable at any time on or before 6 October 2011 (subject to one-third $(c)$ of the options being unable to be exercised until 6 March 2007, one-third of the options being unable to be exercised until 6 March 2008 and one-third of the options being unable to be exercised until 6 March 2009);
$(d)$ the options were issued for nil consideration;
the options will not be quoted on ASX; $(e)$
the shares issued upon exercise of the options will be ordinary fully paid shares issued on $(f)$ the same terms and conditions as the shares currently on issue by the Company;

All Directors recommend that shareholders vote in favour of approving Resolution 1, for the reasons set out in this Explanatory Statement.

$2.$ RESOLUTION 2 - RATIFY $3 MILLION SHARE PLACEMENT

Resolution 2 seeks shareholder ratification of the issue by the Company on 30 and 31 October and 2 November 2006 of a total of 2,307,693 fully paid ordinary shares in the capital of the Company at $1.30 per share (raising $3,000,000.90 gross) to professional, institutional and sophisticated investors entitled to accept offers of securities under section 708 of the Corporations Act (the $3 Million Share Placement).

Whilst prior shareholder approval (under ASX Listing Rule 7.1) was not required for the $3 Million Share Placement issue, the effect of the issue is to reduce the Company's capacity to issue additional securities in the future without prior shareholder approval under ASX Listing Rule 7.1.

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

2,307,693 shares were issued by the Company on 30 and 31 October and 2 November $(a)$ 2006:
$(b)$ the shares were issued at $1.30 per share;
the shares were ordinary fully paid shares issued on the same terms and conditions as $(c)$ the shares currently on issue by the Company;
the shares were issued and allotted to professional, institutional and sophisticated $(d)$ investors entitled to accept offers of securities under section 708 of the Corporations Act. None of the recipients were related parties or associates of the Company;
the funds raised from such share placement ($3,000,000.90 before expenses) will be $(e)$ applied towards the advancement of exploration, evaluation and development of the Company's mineral projects and for general working capital purposes.

The Company has paid brokers, institutional investors and Australian Financial Services licensees a total of $150,000 (exclusive of GST) in respect of services provided to the Company in relation to this $3 Million Share Placement

RESOLUTION 3 - ISSUE OF OPTIONS TO DIRECTOR, MALCOLM 3. RICHMOND

3.1. Background

Resolution 3 seeks shareholder approval for the Company to grant a total of 500,000 options to Professor Malcolm Richmond, who was appointed as a Non-Executive Director by the Board on 25 October 2006. At the time of his appointment, the Company agreed to issue options to Professor Richmond on the following terms and conditions including:

at an exercise price of $2.10 (being calculated based on 133% of the volume weighted $1.$ average share price ("VWAP") of the Company's shares on ASX in the 5 trading days after the closing date of the Company's Share Purchase Plan announced on 24 October 2006 (rounded down to the nearest whole cent) as agreed with Professor Richmond as at the date of his appointment on 25 October 2006):
after they have vested, exercisable at any time on or before 5 years from the date of $\mathbf{2}$ . issue (option expiry date).
1. the options will vest as follows:
- $(a)$ 30% of the options issued to Professor Richmond will vest at the date of issue of the options (which options may therefore be exercised at any time prior to the option expiry date);
- $(b)$ 30% of the options issued to Professor Richmond will vest at the date being 12 months after their date of issue (which options may therefore be exercised at any time thereafter and prior to the option expiry date); and
$(c)$ 40% of the options issued to Professor Richmond will vest at the date being 24 months after their date of issue (which options may therefore be exercised at any time thereafter and prior to the option expiry date).
the options will lapse immediately upon the occurrence of any of the circumstances $\overline{4}$ described helow:

Where options are vested and thereforeable to be exercised	Where options are not vested (and thereforeunable to be exercised)
Upon their expiry date	Upon their expiry date
Upon determination by the Board that theDirector has acted fraudulently, dishonestlyor in breach of his obligations to theCompany	Upon determination by the Board that theDirector has acted fraudulently, dishonestly orin breach of his obligations to the Company
Upon the Director ceasing to be a directorof the Company (for whatever reasonincluding by retrenchment, redundancy orretirement) and has not exercised the optionwithin thirty days following that event(unless a longer period is otherwisedetermined by the Board)	Upon the Director ceasing to be a director ofthe Company (for whatever reason including byretrenchment, redundancy or retirement)
6 months after the death, permanent illnessor permanent physical or mental incapacityof a Director (unless a longer period isotherwise determined by the Board)	Upon thedeath, permanent illnessΟľpermanent physical or mental incapacity of aDirector

otherwise on the terms and conditions set out in Annexure B to the Explanatory 5. Statement accompanying this Notice.

The reasons why the Company is proposing to grant these options to Professor Richmond are as follows:

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

The current level of annualised Director's fees being received by Professor Richmond is as follows:

		Gross fees and employer
	Office Held	superannuation per annum
-Malcolm Richmond -	Non-Executive Director	$28.776

The proposed options issue is designed to act as an incentive for Professor Richmond to strive to achieve the Company's goals with the aim of enhancing shareholder value.
Based on the option exercise price and the rate at which the options vest, the exercise of these options by Professor Richmond is only likely to occur if there is sustained upward movement in the Company's share price.
The options (structured as described above) provide an equity holding opportunity for Professor Richmond which is linked to the Company's share price performance.
As a relatively junior exploration company with much of its available funds dedicated or committed to its resource projects (and also in seeking opportunities in relation to the

same) and in financing its day to day working capital requirements, the Company is not always in a position to maintain competitive cash salary ranges for its Directors within the industry in which it operates.

3.2. A Related Party Transaction under Chapter 2E Corporations Act

Chapter 2E of the Corporations Act requlates 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:

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

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

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

The Company is thus seeking shareholder approval for the purposes of Chapter 2E of the Corporations Act to issue options to Directors pursuant to Resolution 3.

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 3:

The related party to whom Resolution 3 would permit the financial benefit to be $(a)$ aiven

Non-Executive Director, Professor Malcolm Ross Richmond.

$(b)$ The nature of the financial benefit

If Resolution 3 is passed, Professor Richmond will be granted a total of 500,000 options.

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

Directors' Recommendation $(c)$

All of the Directors were available to consider proposed Resolution 3.

All Directors (save for Professor Richmond 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 3, for the reasons set out in this Explanatory Statement.

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

Professor Richmond has an interest in the outcome of this resolution as, if the resolution is passed. Professor Richmond will be issued with 500,000 options on the terms and conditions set out in this Explanatory Statement including Annexure B accompanying this Notice.

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

Effect of Capital Structure $(i)$

If Resolution 3 is passed, the Company will grant a total 500,000 options to Professor Richmond.

As at 23 January 2007, the Company has the following securities on issue:

	Listed onASX	Not Listedon ASX	Total
Fully paid ordinary shares	57.462.805	1,666,667 (1)	59.129.472
$0.20 (30 June 2008) Listed Options	20.089.694	۰	20.089.694
$0.20 (9 February 2011) Unlisted Options		1,833,333 (2)	1,833,333
$0.30 (9 February 2011) Unlisted Options	$\blacksquare$	1,666,667 $(2)$	1,666,667
$0.96 (21 July 2011) Unlisted Directors' Options	$\overline{\phantom{a}}$	4,600,000 $(3)$	4.600.000
$0.96 (13 September 2011) Unlisted Director'sOptions		500.000	500.000
$1.20 (6 October 2011) Unlisted Employee's Options		150.000	150,000

If all of the current 28,839,694 options on issue, and all of the 500,000 options granted pursuant to shareholder approval of Resolution 3 are exercised into shares, this would dilute the shareholding of existing shareholders by 33% and raise $11,010,605 cash for the Company.

If only the options proposed to be granted under Resolution 3 were exercised into shares, the dilution would be 0.8% and the Company will raise $1,050,000 cash.

$(ii)$ 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 3 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 since its re-admission to ASX on 23 February 2006 to 24 January 2007:

	High(cents)	Lowl(cents)	Last Saleat month end(cents)	VWAP(cents))
Uanuary 2007 (to 24 January)	233	149	217	180.80
December 2006	157	141	149	150.36
November 2006	175	132.5	157.5	153.90
October 2006	188	140	172.5	169.20
September 2006	154	84.5	141	121.45
August 2006	98	70	84	84.99

1,666,667 shares escrowed until 9 February 2007. $\mathbf{1}$

$\overline{2}$ . Options escrowed until 9 February 2007.

Issued to existing Directors (save for Mr William Johnson and Professor Malcolm Richmond) pursuant to $3.$ shareholder approval on 14 July 2006.

continued	High(cents)	Lowl(cents)	Last Saleat month end(cents)	VWAP(cents))
July 2006	98.5	58	98.5	74.86
June 2006	62	54	62	58.25
May 2006	53	32	52	44.22
April 206	39.5	29	38	34.84
March 2006	36	17.53	31	25.72
February 2006 (from re-admission toASX on 23 February)	28.5	19	20.5	18.33

The exercise price of the options is $2.10 (being calculated based on 133% of the VWAP of the Company's shares traded on the ASX in the 5 trading days after the closing date of Share Purchase Plan announced on 24 October 2006 (rounded down to the nearest whole cent) as agreed with Professor Richmond as at the date of his appointment on 25 October 2006).

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

Professor Richmond's relevant interest in securities of the Company as at 24 January 2007 is as follows:

				$0.20 (30 June $0.96 (21 July $0.96 (13 September
	Fully paid ordinary		2008) Listed 2011) Unlisted	2011) Unlisted
	shares	Options	Options	Options
Malcolm Richmond	100,000

$(iv)$ Valuation of Options

The Directors consider, on the basis of the calculation methodology set out below, that the options to be granted pursuant to Resolution 3 (if passed) will have an indicative value of ~$0.99 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 $2.17 per share (which was the last bid price as at 24 January 2007);
A risk free rate of return of 5.92% (based on the Commonwealth 10 year bond rate $(b)$ as at 23 January 2007).
An estimated future volatility of the Company's share price of 65%. $(c)$
$(d)$ In calculating the indicative value of options, the Board has applied a discount rate of 25% of the value of the options. The discount rate of 25% was derived after considering the fact that the options will be unlisted, will vest in tranches and have restrictions on transfer by the option holder.

The indicative valuation assumes that the issue date of the options was 25 January 2007. 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 General Meeting upon Resolution 3 receiving shareholder approval and in any event, no later than one month thereafter (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules)).

The Company will disregard any votes cast on Resolution 3 by Professor Richmond or any of his associates, who will be prohibited from voting as described in the voting exclusion statement within the Notice of General Meeting.

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 3, 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 Directors are a related party of the Company, shareholder approval under ASX Listing Rule 10.11 is sought for Resolution 3.

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

$(a)$ the options will be granted to Non-Executive Director, Professor Malcolm Ross Richmond.
a total of 500,000 options will be granted to Professor Richmond on the terms and $(b)$ conditions set out in Annexure B to the Explanatory Statement;
the options which are the subject of Resolution 3 will be granted to Professor Richmond $(c)$ on a date being no later than one month after the date of this General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that all of the options will be granted on the same date;
$(d)$ the options will be granted to Professor Richmond for no consideration – and otherwise on the terms and conditions set out in Annexure B to the Explanatory Statement;
$(e)$ no funds will be raised by the grant of options pursuant to Resolution 3.

4. RESOLUTION 4 - DIRECTOR'S DEED FOR MALCOLM RICHMOND

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

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

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

The Company notes that it is not unusual for directors of a company to be granted the protection conferred by the Deed. The Company has previously entered into a Deed on identical terms to the Deed proposed to be entered into with Professor Richmond with each of its other current directors pursuant to shareholder approvals on 14 July 2006 and 13 September 2006.

The Company also notes that, in the event that shareholder approval is not obtained in accordance with this resolution, the Company proposes to enter into a modified form of the Deed with Professor Richmond which would not require shareholder approval.

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

By the Deed:

$11$ the Company is to retain, and the director is granted access to, Board papers and company books (subject to confidentiality and privilege) both while the Director is a director of the Company and after the Director ceases to hold office, for the purposes expressly permitted by the Deed (clause 2);
$\overline{2}$ . the Company is required (to the extent permitted by the Corporations Act) to indemnify the director against:
- $21$ any liability incurred by the director (before or after the date of entry into the Deed) as an officer of the Company or as an officer of a Relevant Entity (ie, a wholly owned subsidiary of the Company);
- $2.2^{\circ}$ legal costs which the director pays or becomes liable to pay in defending or resisting legal proceedings for a liability incurred as an officer of the Company or as an officer of a Relevant Entity or in seeking relief from such a liability under the Corporations Act: and
- legal costs which the director pays or becomes liable to pay in connection with any 2.3 legal proceeding of an official person relating to the Company or a Relevant Entity which involves the director because of his present or former capacity as an officer of the Company or Relevant Entity (clause 4);
$31$ subject to the terms of the Deed and the Corporations Act, the Company is permitted, at the request of the director and on such terms as it thinks fit, to advance monies to the director to meet any costs or expenses of the director incurred in circumstances relating to the indemnities provided under the Deed and prior to the outcome of a legal proceeding. The Company cannot make such an advance to a director in respect of legal costs incurred in a legal proceeding initiated by the Company against the director. Advances must be repaid by the director once the outcome of the legal proceeding is known, but may be set-off by indemnities from the Company (where permitted by the Deed and the Corporations Act) (clauses 6.2 and 6.3);
$\overline{4}$ . the Company must (subject to the Corporations Act) use its best efforts to ensure that, so far as practical (having regard to the cost of coverage and its availability), the director is insured under a directors' and officers' insurance policy against liability incurred as an officer of the Company or of a Relevant Entity (D & O Policy) for the period that each director is a director of the Company and for 2 years after that Director ceases to hold office, and to pay the insurance premiums on that D & O Policy (clause 7);
1. the Company must reimburse the director for the reasonable expense of obtaining independent professional advice to assist the director in the proper exercise of powers and discharge of duties as a director of the Company (clause 9);
the Company's and director's rights and obligations in respect of confidential information, 6. legal proceedings against the director, disclosure of director's benefits and notifiable interests, and related party benefits.

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

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

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

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

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

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

$11$ the benefit is for a related party who is an officer of the public company (eg, a director); and
$\overline{2}$ . the benefit is:-
- $2.1$ an indemnity, exemption or insurance premium in respect of a liability incurred as an officer of the public company or entity that the public company controls (or an agreement to give an indemnity or exemption or to pay an insurance premium of that kind); or
- $2.2^{\circ}$ the making of, or an agreement to make, a payment in respect of legal costs incurred by the officer in defending an action for a liability incurred as an officer of the public company or entity that the public company controls and section 199A does not apply to the costs (or, if section 199A does apply to the costs, the director must repay the amount paid if the costs become costs for which the company must not give the officer an indemnity under that section); and
$3.$ to give the benefit would be reasonable in the circumstances of the public company or entity giving the benefit.

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

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

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

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

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

Accordingly, the Company seeks shareholder approval to enter into a Deed with Professor Richmond, which approval will authorise the Company to give to Professor Richmond any financial benefits to which he may at any time be entitled under the Deed. If this resolution is passed, the Deed will be entered into with Professor Richmond as soon as practicable thereafter.

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

the related party to whom the financial benefits will be given if this resolution is passed is $1.$ current Non-Executive Director, Professor Malcolm Ross Richmond;
the nature of the financial benefits to be given to Professor Richmond are those $\overline{2}$ . contemplated by the Deed (the terms of which are summarised above), and include an indemnity against liabilities and legal costs, payment of insurance premiums and payment of costs of obtaining independent advice. The Company is unable to quantify its potential exposure under the Deed, as it does not know, for example, whether it will ever be called upon to indemnify a director for a liability within the scope of the Deed, or the quantum of any such liability. There is no cap on the Company's obligation to reimburse directors for the cost of independent professional advice which they obtain;
1. All of the Directors were available to consider proposed Resolution 4. All Directors (save for Professor Richmond 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 4, for the reasons set out set out in this Explanatory Statement;
$4.$ Professor Richmond has an interest in the outcome of this resolution. If this resolution is passed and the Company is authorised to enter into a Deed with Professor Richmond. Professor Richmond will gain the rights and benefits set out in the Deed (for example, a right of indemnity, payment of insurance premiums on a D & O Policy in their favour. reimbursement of costs of independent advice);
The Company does not consider that there is any other information which would $5.$ reasonably be required by shareholders in order to decide whether or not it is in the Company's interests to pass this resolution and which is known to the Company or to any of its directors.

The Company will disregard any votes cast on Resolution 4 by Professor Malcolm Richmond or any of his associates, who will be prohibited from voting as described in the voting exclusion statement within the Notice of General Meeting.

5. RESOLUTION 5 - ISSUE OF OPTIONS TO DIRECTORS

5.1. Background

Resolution 5 seeks shareholder approval for the Company to grant a total of 3,300,000 options to its six Directors. Each option is to be issued on the same terms, including:

at an exercise price equal to the greater of $2.60 or 133% of the VWAP of the Company's $1.$ shares on ASX in the 5 trading days leading up to (and excluding) the issue date (rounded down to the nearest whole cent);
$\overline{2}$ . after they have vested, exercisable at any time on or before 5 years from the date of issue (option expiry date).
1. the options will vest as follows:
- 30% of the options issued to each Director will vest at the date of issue of the $(a)$ options (which options may therefore be exercised at any time prior to the option expiry date);
- $(b)$ 30% of the options issued to each Director will vest at the date being 12 months after their date of issue (which options may therefore be exercised at any time thereafter and prior to the option expiry date); and
- 40% of the options issued to each Director will vest at the date being 24 months $(c)$ after their date of issue (which options may therefore be exercised at any time thereafter and prior to the option expiry date).
$\overline{4}$ . the options will lapse immediately upon the occurrence of any of the circumstances described below:

Where options are vested and thereforeable to be exercised	Where options are not vested (and thereforeunable to be exercised)
Upon their expiry date	Upon their expiry date
Upon determination by the Board that theDirector has acted fraudulently, dishonestlyor in breach of his obligations to theCompany	Upon determination by the Board that theDirector has acted fraudulently, dishonestly orin breach of his obligations to the Company
Upon the Director ceasing to be a directorof the Company (for whatever reasonincluding by retrenchment, redundancy orretirement) and has not exercised the optionwithin thirty days following that event(unless a longer period is otherwisedetermined by the Board)	Upon the Director ceasing to be a director ofthe Company (for whatever reason including byretrenchment, redundancy or retirement)
6 months after the death, permanent illnessor permanent physical or mental incapacityof a Director (unless a longer period isotherwise determined by the Board)	Upon thedeath, permanent illnessorpermanent physical or mental incapacity of aDirector

otherwise on the terms and conditions set out in Annexure C to the Explanatory 5. Statement accompanying this Notice.

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

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

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

		Gross salary/fees and employer
	Office Held	superannuation per annum
John Stephenson	Non-Executive Chairman	$46,216
H. Shanker Madan	Managing Director	$299,750
Faroog Khan	Executive Directorl	$228,900
	Executive Director
Victor Ho	and Company Secretary	$81,750
William Johnson	Executive Director	$43,600
Malcolm Richmond	Non-Executive Director	$28,776

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

5.2 A Related Party Transaction under Chapter 2E Corporations Act

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

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

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

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

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

The Company is thus seeking shareholder approval for the purposes of Chapter 2E of the Corporations Act to issue options to Directors pursuant to Resolution 5.

The related parties to whom Resolution 5 would permit the financial benefit to be $(a)$ aiven

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

The nature of the financial benefit $(b)$

If Resolution 5 is passed, the Directors noted above will be granted a total of 3,300,000 options as follows:-

$(1)$ John Francis Stephenson - 350,000 options;
$(2)$ Hem Shanker Madan - 950,000 options:
Faroog Khan 700,000 options: $(3)$
$(4)$ Victor Poh Hong Ho - 350,000 options;
$(5)$ William Matthew Johnson - 350,000 options; and
Malcolm Ross Richmond 600,000 options. $(6)$

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

$(c)$ Directors' Recommendation

All of the Directors were available to consider proposed Resolution 5 but all Directors decline to make a recommendation because each has an interest in the outcome of the resolution.

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

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

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

$\left( i\right)$ Effect of Capital Structure

If Resolution 5 is passed, the Company will grant a total 3,300,000 options to its current Directors.

As at 23 January 2007, the Company has the following securities on issue:

	Listed onASX	Not Listedon ASX	Total
Fully paid ordinary shares	57.462.805	1,666,667 $(4)$	59,129,472
$0.20 (30 June 2008) Listed Options	20.089.694		20.089.694
$0.20 (9 February 2011) Unlisted Options	ă.	$1,833,333^{(5)}$	1.833.333
$0.30 (9 February 2011) Unlisted Options	a,	1,666,667 (5)	1,666,667
$0.96 (21 July 2011) Unlisted Directors' Options	ă.	4,600,000 (6)	4.600.000
$0.96 (13 September 2011) Unlisted Director's Options		500.000	500.000
$1.20 (6 October 2011) Unlisted Employee's Options		150,000	150.000

If all of the current 28,839,694 options on issue, and all of the 3,300,000 options granted pursuant to shareholder approval of Resolution 5 are exercised into shares, this would dilute the shareholding of existing shareholders by 35% and raise $19,365,605 cash for the Company (on the assumption that the exercise price is $2.857 per option in respect of the options the subject of Resolution 5).

If only the options proposed to be granted under Resolution 5 were exercised into shares. the dilution would be 5% and the Company will raise $9,405,000 cash (on the assumption that the exercise price is $2.85 each).

If all of the current 28,839,694 options on issue, and all of the 500,000 options granted pursuant to shareholder approval of Resolution 3 and all of the 3,300,000 options granted pursuant to shareholder approval of Resolution 5 are exercised into shares, this would dilute the shareholding of existing shareholders by 36% and raise $19,365,605 cash for the Company (on the assumption that the exercise price is $2.85 per option in respect of the options the subject of Resolution 5).

If only the options proposed to be granted under Resolutions 3 and 5 were exercised into shares, the dilution would be 6% and the Company will raise $10,455,000 cash (on the assumption that the exercise price is $2.85 per option in respect of the options the subject of Resolution 5).

$(i)$ Company's Recent Share Price

The market price of the Company's shares during the exercise period of the options will normally determine whether or not option holders exercise their options. Thus, the options proposed to be granted if Resolution 5 is passed are only likely to be exercised if the Company's shares subsequently trade at a price which is higher than the exercise price.

$\ddot{\mathbf{4}}$ . 1,666,667 shares escrowed until 9 February 2007.

5. Options escrowed until 9 February 2007.

Issued to existing Directors (save for Mr William Johnson and Professor Malcolm Richmond) pursuant to 6. shareholder approval on 14 July 2006.

Being the greater of $2.60 or 133% of the VWAP of the Company's shares on ASX in the 5 trading days leading 7 up to and including 24 January 2007 (rounded down to the nearest whole cent) (which is $2.15); the final exercise price will be based on the Company's VWAP in the 5 trading days leading up to (and excluding) the issue date, which may differ from this estimate.

The following table sets out the trading history of the Company's shares on ASX since its re-admission to ASX on 23 February 2006 to 24 January 2007:

	High	Low	Last Sale	VWAP
	(cents)	(cents)	at month end	(cents))
			(cents)l
Uanuary 2007 (to 24 January)	233	149	207	180.80
December 2006	157	141	149	150.36
November 2006	175	132.5	157.5	153.90
October 2006	188	140	172.5	169.20
September 2006	154	84.5	141	121.45
August 2006	98	70	84	84.99
July 2006	98.5	58	98.5	74.86
June 2006	62	54	62	58.25
May 2006	53	32	52	44.21
April 206	39.5	29	38	34.84
March 2006	36	17.53	31	25.72
February 2006 (from re-admission on	28.5	19	20.5	18.33
23 February)

The exercise price of the options the subject of Resolution 5 will be the greater of $2.60 or 133% of the VWAP of the Company's shares on ASX in the 5 trading days leading up to and excluding the date of issue (rounded down to the nearest whole cent); the final exercise price will be based on the Company's VWAP in the 5 trading days leading up to (and excluding) the issue date.

If the options the subject of Resolution 5 were to be issued on 25 January 2007, the exercise price as determined under the formula within Resolution 5 would be $2.85 per option.8

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

The Directors' relevant interest in securities of the Company as at 24 January 2007 are as follows:

				$0.20 (30 June $0.96 (21 July $0.96 (13 September
	Fully paid ordinary		2008) Listed 2011) Unlisted	2011) Unlisted
	shares	Options	Options	Options
John Stephenson	50,000	148,000	800,000
H. Shanker Madan	333,333	166,667	1,800,000
Faroog Khan	353,340	166,670	1,400,000
Victor Ho	16.667	184,334	600,000
William Johnson	2.769	84,000		500,000
Malcolm Richmond	100,000

In addition to the above holdings, Mr Khan is also deemed under the Corporations Act to have a relevant interest in the following securities in the Company held by Orion Equities Limited (OEQ) and Hume Mining NL (a wholly owned subsidiary of OEQ) (Hume) as Mr Khan has a greater than 20% interest in Queste Communications Limited (QUE), which is deemed to be in control of OEQ with a 48% shareholding in OEQ:

OEQ holds 710,483 shares and 181,472 listed $0.20 (30 June 2008) Options in the $(a)$ Company; and
Hume holds 1,670,513 shares, 833,334 listed $0.20 (30 June 2008) Options, $(b)$ 1,833,333 unlisted $0.20 (9 February 2011) Options and 1,666,667 unlisted $0.30 (9 February 2011) Options in the Company.

Refer footnote 7

$(iv)$ Valuation of Options

The Directors consider, on the basis of the calculation methodology set out below, that the options to be granted pursuant to Resolution 5 (if passed) will have an indicative value of $-$ $0.88 per option.

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

The Company's share price being $2.17 per share (which was the last bid price as $(a)$ at 24 January 2007);
A risk free rate of return of 5, 29% (based on the Commonwealth 10 year bond rate $(b)$ as at 23 January 2007).
An estimated future volatility of the Company's share price of 65%. $(c)$
In calculating the indicative value of options, the Board has applied a discount rate $(d)$ of 25% of the value of the options. The discount rate of 25% was derived after considering the fact that the options will be unlisted, will vest in tranches and has restrictions on transfer by the option holder.

The indicative valuation has assumed that the issue date of the options was 25 January 2007. The valuation may not be a representative valuation of the options at the proposed date of issue (expected to be as soon as practicable after the date of this General Meeting upon Resolution 5 receiving shareholder approval and in any event, no later than one month thereafter (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules)).

The Company will disregard any votes cast on Resolution 5 by the Directors, or any associate of the Directors, who will be prohibited from voting as described in the voting exclusion statement within the Notice of General Meeting.

Neither the Directors nor the Company are aware of any other information that would reasonably be required by shareholders to make a decision in relation to the financial benefits contemplated by Resolution 5, other than as set out in this Explanatory Statement.

5.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a listed company to obtain approval of the shareholders of the company prior to the issue of securities to a related party of the company. As the Directors are each a related party of the Company, shareholder approval under ASX Listing Rule 10.11 is sought for Resolution 5.

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

$(1)$ the options will be granted to each of the Directors named above.
$(2)$ a total of 3,300,000 options will be granted to the Directors in the proportions set out above, and in each case on the terms and conditions set out in Annexure C to the Explanatory Statement:
$(3)$ the options which are the subject of Resolution 5 will be granted to the Directors on a date no later than one month after the date of this General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that all of the options will be granted on the same date;
$(4)$ the options will be granted to the Directors for no consideration $-$ and otherwise on the terms and conditions set out in Annexure C to the Explanatory Statement;
$(5)$ no funds will be raised by the grant of options pursuant to Resolution 5.

6. RESOLUTION 6 - NON-EXECUTIVE DIRECTOR REMUNERATION

The Board determines the remuneration structure of all directors and executive officers having regard to the Company's nature, scale and scope of operations and other relevant factors, including the frequency of Board meetings, length of service, particular experience and qualifications.

Resolution 6 seeks shareholder approval for the total amount of fees payable to directors (save for remuneration to Executive Directors including the Managing Director) to be set at a maximum of $175,000 per annum (an increase of $100,000 per annum from the previous set by the Company in general meeting).

The Company notes that this is an upper limit on the maximum aggregate remuneration payable to Non-Executive Directors; the Board determines the amount of remuneration payable to each such director within such aggregate limit.

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

Dr John Stephenson (Non-Executive Chairman) a base fee of $50,000 per annum plus $(1)$ 9% employer superannuation contributions:
$(2)$ Professor Malcolm Richmond (Non-Executive Director) - a base fee of $30,000 per annum plus 9% emplover superannuation contributions.

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

		Gross salary/fees and employer
	Office Held	superannuation per annum
John Stephenson	Non-Executive Chairman	$46,216
Malcolm Richmond	Non-Executive Director	$28.776

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

Payment for travelling and other expenses properly incurred by a Director in attending $(1)$ meetings of the Company or the Board or in connection with the Company's business; and
$(2)$ Payment for the performance of extra services or the undertaking of any executive or other work for the Company beyond his or her general duties.

ANNEXURE A

TERMS AND CONDITIONS OF OPTIONS ($1.20 OPTIONS EXPIRYING 6 OCTOBER 2011) ISSUED TO EMPLOYEE THE SUBJECT OF RESOLUTION 1

(Employees options, each to acquire one fully paid ordinary share in Strike Resources Limited ABN 94 088 488 724 ("Company") at an exercise price of $1.20 with each such option expiring at 5:00pm (Perth time) on 6 October 2011 (subject to Non-Exercise Periods and Vesting conditions described below).

The options are issued on the following TERMS AND CONDITIONS:

$\mathbf{1}$ . Nil Consideration Pavable

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

$\overline{2}$ . Entitlement

$\mathbf{3}$ Option Period

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

4. Non-Exercise Periods

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

$4.1$ One-third of the Options issued to each Option Holder will vest on 6 March 2007 (which Options may therefore be exercised at any time prior to the Option Expiry Date);
$4.2$ One-third of the Options issued to each Option Holder will vest on 6 March 2008 (which Options may therefore be exercised at any time thereafter and prior to the Option Expiry Date); and
43 One-third of the Options issued to each Option Holder will vest on 6 March 2009 (which Options may therefore be exercised at any time thereafter and prior to the Option Expiry Date).

Lapsing of Options Prior to Option Expiry 5. Date

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

$5.1$ Where Options are able to be exercised (that is, Options have vested under Clause 4):
- $5.1.1$ Upon determination by the Board that the Employee Option Holder has acted fraudulently, dishonestly or in breach of his obligations to the Company;
- $5.1.2$ Upon the Employee Option Holder ceasing to be a Employee of theCompany (for whatever reason including by retrenchment, redundancy or retirement) and not exercising the

option within thirty days following that event (unless a longer period is otherwise determined by the Board); or

6 months after the death, permanent $5.1.3$ illness or permanent physical or mental incapacity of the Employee Option Holder (unless a longer period is otherwise determined by the Board).
$5.2$ Where Options have not vested in accordance with Clause 4:
- Upon determination by the Board that $5.2.1$ the Employee Option Holder has acted fraudulently, dishonestly or in breach of his obligations to the Company;
- 522 Upon the Employee Option Holder ceasing to be a Employee of the Company (for whatever reason including by retrenchment, redundancy or retirement): or
- 5.2.3 Upon the death, permanent illness or permanent physical or mental incapacity of an Employee Option Holder.
"Employee Option Holder" means: 53
- the Option Holder (being a Employee of 531 the Company at the date of issue) if the Option has not been transferred under clause 8 or:
- the original Option Holder (being a $5.3.2$ Employee of the Company at the date of issue) if the Option has been transferred under clause 8.

6. Ranking of Share Issued on Exercise of Option

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

Notification to Option Holders 7.

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

8. Dealings in Options

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

$\mathbf{g}$ Method of Exercise of an Option

$9.1$ A certificate or holding statement will be issued by the Company with respect to Options held by an Option Holder. Attached to or endorsed on the reverse side of each certificate or holding statement will be a notice that is to be completed by an Option Holder when exercising the Options the subject of the certificate or holding statement ("Notice of Exercise of Options"). Vested Options may be exercised by the Option Holder completing the Notice of Exercise of Options and forwarding the same to the Secretary of the Company. The Notice of Exercise of Options must state the number of Vested Options exercised and the consequent number of ordinary Shares in the capital of the Company to be issued: which number of Vested Options must be a multiple of 1,000 if only part of the Option Holders total Vested Options are exercised, or if the total number of Vested Options held by an Option Holder is less than 1,000, then the total of all Vested Options held by that Option Holder must be exercised.
$9.2$ The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant number of Shares being subscribed, being an amount equal to the Exercise Price per Share.
9.3 Subject to Clause 9.1 hereof, the exercise of less than all of an Option Holders Vested Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holders entitlement under the Option Holders remaining Options (when vested).
On exercise of Vested Options, the Option $Q_{\Delta}$ Holder must surrender to the Company the Option Holders option certificate or holding statement with respect to those Options being exercised.
If the Option Holder exercises less than the $9.5$ total number of Vested Options then registered in the Option Holders name:
- the Option Holder must surrender the $9.5.1$ option certificate or holding statement with respect to the Option Holders Options to the Company; and
the Company must cancel that option $9.5.2$ certificate or holding statement and issue to the Option Holder a new certificate or holding statement with respect to the balance of the Option Holders unexercised Options.
Within 14 days from the date the Option Holder 0R properly exercises Vested Options held by the Option Holder, the Company shall issue to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.
9.7 The Company will (subject to any escrow restrictions imposed by the ASX) within three (3) business days from the date of issue and allotment of Shares pursuant to the exercise Vested Options, apply to the ASX for, and use its best endeavours to obtain, Official Quotation of all such Shares, in accordance with the Corporations Act and the Listing Rules of the ASX.

10. Reconstruction

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

11. Participation in New Share Issues

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

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

$121$ If the Company makes a pro rata issue (except a bonus issue) to the holders of ordinary Shares, the exercise price of each Option shall be adjusted in accordance with the provisions of the Listing Rules of the ASX. No change will be made pursuant to the application of the above formula to the number of Shares to which the Option Holder is entitled.
12.2 If the Company makes a bonus issue of Shares or other securities convertible into ordinary Shares pro rata to holders of ordinary Shares the number of Shares issued on exercise of each Option will include the number of bonus Shares that would have been issued if the Option had been exercised by the Option Holder prior to the books closing date for bonus Shares. No change will be made in such circumstances to the exercise price of each Option.

ANNEXURE B

TERMS AND CONDITIONS OF OPTIONS TO BE ISSUED TO DIRECTOR THE SUBJECT OF RESOLUTION 3

$\ddot{\mathbf{1}}$ . Nil Consideration Payable

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

$\mathcal{L}$ Entitlement

Each Option shall entitle the holder (the "Option Holder") to subscribe (in cash) for one (1) fully paid ordinary share ("Share") in the capital of Strike Resources Limited ACN 088 488 724 ("Company") at an exercise price of $2.10 (being calculated based on 133% of the volume weighted average share price (VWAP) of the Company's shares on ASX in the 5 trading days after the closing date of the Company's Share Purchase Plan (announced on 24 October 2006) as agreed with Professor Richmond as at the date of his appointment on 25 October 2006 ("Exercise Price").

The Options will not be quoted on the ASX.

$\mathbf{R}$ Option Period

$\mathbf{A}$ Non-Exercise Periods

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

30% of the Options issued to each OptionHolder will vest at the date of issue of the $4.1$ Options (which Options may therefore be exercised at any time prior to the Option Expiry Date):
$4.2$ 30% of the Options issued to each Option Holder will vest at the date being 12 months after their date of issue (which Options may therefore be exercised at any time thereafter and prior to the Option Expiry Date); and
40% of the Options issued to each Option $4.3$ Holder will vest at the date being 24 months after their date of issue (which Options may therefore be exercised at any time thereafter and prior to the Option Expiry Date).

$5.$ Lapsing of Options Prior to Option Expiry Date

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

Where Options are able to be exercised (that is, $5.1$ Options have vested under Clause 4):
- Upon determination by the Board that $5.1.1$ the Director Option Holder has acted fraudulently, dishonestly or in breach of his obligations to the Company;
5.1.2 Upon the Director Option Holderceasing to be a director of the Company (for whatever reason including by retrenchment, redundancy or retirement) and not exercising the option within thirty days following that event (unless a longer period is otherwise determined by the Board); or
6 months after the death, permanent $513$ illness or permanent physical or mental incapacity of the Director Option Holder (unless a longer period is otherwise determined by the Board).
$5.2$ Where Options have not vested in accordance with Clause 4:
- $5.2.1$ Upon determination by the Board that the Director Option Holder has acted fraudulently, dishonestly or in breach of his obligations to the Company;
- 5.2.2 Upon the Director Option Holder ceasing to be a director of the Company (for whatever reason including by retrenchment, redundancy or retirement); or
- $5.2.3$ Upon the death, permanent illness or permanent physical or mental incapacity of a Director Option Holder.

$5.3$ "Director Option Holder" means:

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

Ranking of Share Issued on Exercise of 6. Option

$\overline{7}$ . Notification to Option Holders

Dealings in Options 8.

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

9. Method of Exercise of an Option

$Q1$ A certificate or holding statement will be issued by the Company with respect to Options held by an Option Holder. Attached to or endorsed on the reverse side of each certificate or holding statement will be a notice that is to be completed by an Option Holder when exercising the Options the subject of the certificate or holding statement ("Notice of Exercise of Options"). Vested Options may be exercised by the Option Holder completing the Notice of Exercise of Options and forwarding the same to the Secretary of the Company. The Notice of Exercise of Options must state the number of Vested Options exercised and the consequent number of ordinary Shares in the capital of the Company to be issued; which number of Vested Options must be a multiple of 1,000 if only part of the Option Holders total Vested Options are exercised, or if the total number of Vested Options held by an Option Holder is less than 1,000, then the total of all Vested Options held by that Option Holder must be exercised.
$Q2$ The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant number of Shares being subscribed, being an amount equal to the Exercise Price per Share.
$9.3$ Subject to Clause 9.1 hereof, the exercise of less than all of an Option Holders Vested Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holders entitlement under the Option Holders remaining Options (when (bested)
On exercise of Vested Options, the Option $Q \Delta$ Holder must surrender to the Company the Option Holders option certificate or holding statement with respect to those Options being exercised.
$9.5$ If the Option Holder exercises less than the total number of Vested Options then registered in the Option Holders name:
- $9.5.1$ the Option Holder must surrender the option certificate or holding statement with respect to the Option Holders Options to the Company; and
the Company must cancel that option $9.5.2$ certificate or holding statement and issue to the Option Holder a new certificate or holding statement with respect to the balance of the Option Holders unexercised Options.
Within 14 days from the date the Option Holder 0R properly exercises Vested Options held by the Option Holder, the Company shall issue to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.
9.7 The Company will (subject to any escrow restrictions imposed by the ASX) within three (3) business days from the date of issue and allotment of Shares pursuant to the exercise Vested Options, apply to the ASX for, and use its best endeavours to obtain, Official Quotation of all such Shares, in accordance with the Corporations Act and the Listing Rules of the ASX.

10 Reconstruction

Participation in New Share Issues $11.$

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

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

ANNEXURE C

TERMS AND CONDITIONS OF OPTIONS TO BE ISSUED TO DIRECTORS THE SUBJECT OF RESOLUTION 5

$\mathbf{1}$ Nil Consideration Pavable

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

$\overline{2}$ Entitlement

Each Option shall entitle the holder (the "Option Holder") to subscribe (in cash) for one (1) fully paidordinary share ("Share") in the capital of Strike Resources Limited ACN 088 488 724 ("Company") at an exercise price equal to the greater of $2.60 or 133% of the volume weighted average share price of the Company's shares traded on the Australian Stock Exchange Limited ("ASX") in the 5 trading days up (and excluding) the issue date (rounded down to the nearest whole cent) ("Exercise Price").

The Options will not be quoted on the ASX.

$3.$ Option Period

$\ddot{a}$ . Non-Exercise Periods

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

$4.1$ 30% of the Options issued to each Option Holder will vest at the date of issue of the Options (which Options may therefore be exercised at any time prior to the Option Expiry Date):
$4.2$ 30% of the Options issued to each Option Holder will vest at the date being 12 months after their date of issue (which Options may therefore be exercised at any time thereafter and prior to the Option Expiry Date); and
$4.3$ 40% of the Options issued to each Option Holder will vest at the date being 24 months after their date of issue (which Options may therefore be exercised at any time thereafter and prior to the Option Expiry Date).

Lapsing of Options Prior to Option Expiry 5. Date

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

$5.1$ Where Onfions are able to be exercised (that is Options have vested under Clause 4):
- Upon determination by the Board that $5.1.1$ the Director Option Holder has acted fraudulently, dishonestly or in breach of his obligations to the Company;
- $5.1.2$ Upon the Director Option Holder ceasing to be a director of the Company (for whatever reason

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

$5.1.3$ 6 months after the death, permanent illness or permanent physical or mental incapacity of the Director Option Holder (unless a longer period is otherwise determined by the Board).
52 Where Options have not vested in accordance with Clause 4:
- $5.2.1$ Upon determination by the Board that the Director Option Holder has acted fraudulently, dishonestly or in breach of his obligations to the Company;
- $5.2.2$ Upon the Director Option Holder ceasing to be a director of the Company (for whatever reason including by retrenchment, redundancy or retirement): or
- 5.2.3 Upon the death, permanent illness or permanent physical or mental incapacity of a Director Option Holder.
$5.3$ "Director Option Holder" means:
- the Option Holder (being a Director of 531 the Company at the date of issue) if the Option has not been transferred under clause 8 or:
- the original Option Holder (being a 532 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 Ontion

Notification to Option Holders $\overline{7}$ .

8. Dealings in Options

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

9. Method of Exercise of an Option

$Q1$ A certificate or holding statement will be issued by the Company with respect to Options held by an Option Holder. Attached to or endorsed on the reverse side of each certificate or holding statement will be a notice that is to be completed by an Option Holder when exercising the Options the subject of the certificate or holding statement ("Notice of Exercise of Options"). Vested Options may be exercised by the Option Holder completing the Notice of Exercise of Options and forwarding the same to the Secretary of the Company. The Notice of Exercise of Options must state the number of Vested Options exercised and the consequent number of ordinary Shares in the capital of the Company to be issued; which number of Vested Options must be a multiple of 1,000 if only part of the Option Holders total Vested Options are exercised, or if the total number of Vested Options held by an Option Holder is less than 1,000, then the total of all Vested Options held by that Option Holder must be exercised.
$Q2$ The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full for the relevant number of Shares being subscribed, being an amount equal to the Exercise Price per Share.
$9.3$ Subject to Clause 9.1 hereof, the exercise of less than all of an Option Holders Vested Options will not prevent the Option Holder from exercising the whole or any part of the balance of the Option Holders entitlement under the Option Holders remaining Options (when (bested)
On exercise of Vested Options, the Option $Q \Delta$ Holder must surrender to the Company the Option Holders option certificate or holding statement with respect to those Options being exercised.
$Q, E$ If the Option Holder exercises less than the total number of Vested Options then registered in the Option Holders name:
- $9.5.1$ the Option Holder must surrender the option certificate or holding statement with respect to the Option Holders Options to the Company; and
the Company must cancel that option 9.5.2 certificate or holding statement and issue to the Option Holder a new certificate or holding statement with respect to the balance of the Option Holders unexercised Options.
Within 14 days from the date the Option Holder 0R properly exercises Vested Options held by the Option Holder, the Company shall issue to the Option Holder that number of Shares in the capital of the Company so subscribed for by the Option Holder.
9.7 The Company will (subject to any escrow restrictions imposed by the ASX) within three (3) business days from the date of issue and allotment of Shares pursuant to the exercise Vested Options, apply to the ASX for, and use its best endeavours to obtain, Official Quotation of all such Shares, in accordance with the Corporations Act and the Listing Rules of the ASX.

10 Reconstruction

$11.$ Participation in New Share Issues

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

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

www.strikeresources.com.au

STRIKE RESOURCES LIMITED

A.B.N. 94 088 488 724

REGISTERED OFFICE:

Level 14, The Forrest Centre 221 St Georges Terrace Perth Western Australia 6000 T | (08) 9214 9700 F | (08) 9322 1515 E | [email protected]

ASX CODE: SRK

ADVANCED SHARE REGISTRY SERVICES:

110 Stirling Highway Nedlands Western Australia 6009 T | (08) 9389 8033 F | (08) 9389 7871 E | [email protected] W | www.asrshareholders.com

PROXY FORM

COMPLETE AND RETURN TO:

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

Mark this box with an 'X' if you want to make any changes to your address details (see reverse) [Issuer Sponsored Holders Only]

Strike Resources Limited REPLY PAID 83399 Perth WA 6000

Facsimile: (08) 9322 1515

Holder ID: {} Shares held as at 29 January 2007: $\tilde{\theta}$

Name1 Name2 Name3 Name4 Name5 Name6

Appointment of Proxy

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

Chairman of the The Meeting (mark with an " $X$ "

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

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

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of Strike Resources Limited to be held at The Chifley On The Terrace, 185 St Georges Terrace, Perth, Western Australia at 1:30 pm (Perth time) on Tuesday, 6 March 2007 and at any adjournment of such General Meeting

Voting directions to your proxy – please mark $[\mathbf{X}]$ to indicate your directions

	RESOLUTIONS	Abstain*
(1)	Issue of Options to Employee
(2)	$3 Million Share Placement
(3)	Issue of Options to Director - M Richmond
(4)	Approval of Directors Deed - M Richmond
(5)	Issue of Options to Directors
(6)	Non-Executive Director' Remuneration
	If two proxies are being appointed, the proportion of voting rights this proxy represents is:	%

* If you mark the Abstain box for a particular item, you are directing your proxy not to yote 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.

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

INSTRUCTIONS FOR COMPLETING PROXY FORM

$11$ Your pre-printed name and address is as it appears on the Company's share register. If this information is incorrect, please mark the box at the top of the proxy form and make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes.
$\overline{2}$ . Completion of a proxy form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting.
$3.$ A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment do not specify this proportion, each proxy may exercise half of the votes.
$\overline{4}$ . 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.
If a representative of a company shareholder is to attend the meeting, a properly executed original (or certified 6. 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.
If a representative as Power of Attorney of a shareholder is to attend the meeting, a properly executed original (or 7. certified copy) of an appropriate Power of Attorney should be produced for admission to the meeting. Previously lodged Powers of Attorney will be disregarded by the Company.

8. Signing Instructions

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

Individual:	Where the holding is in one name, the holder must sign.
Joint Holding:	Where the holding is in more than one name, all of the shareholders should sign.
Power of Attorney:	If you are signing under a Power of Attorney, you must lodge an original or certifiedphotocopy of the appropriate Power of Attorney with your completed Proxy Form.
Companies:	Where the company has a Sole Director who is also the Sole Company Secretary.this form must be signed by that person.
	If the company (pursuant to section 204A of the Corporations Act 2001) does nothave a Company Secretary, a Sole Director can also sign alone.
	Otherwise this form must be signed by a Director jointly with either another Directoror a Company Secretary. Please indicate the office held by signing in theappropriate place.

9. Lodgment of a Proxy

This Proxy Form (and the original or certified copy of any Power of Attorney under which it is signed) must be received at the address below not later than 1:30 pm (Perth time) on 4 March 2007 (48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the meeting.

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

Strike Resources Limited_	Strike Resources Limited	By Fa
REPLY PAID 83399	Level 14. The Forrest Centre
Perth WA 6000	221 St Georges Terrace
	Perth Western Australia 6000

csimile: (08) 9322 1515

AI assistant

STRIKE RESOURCES LIMITED — Proxy Solicitation & Information Statement 2007

65855_rns_2007-01-30_db755cc7-a13a-46d4-ae72-f25e7a4a49e9.pdf

NOTICE OF GENERAL MEETING & EXPLANATORY STATEMENT

TO SHAREHOLDERS

IMPORTANT NOTICE

CONTENTS

www.strikeresources.com.au

CORPORATE DIRECTORY

STOCK EXCHANGE

AUDITORS

PURPOSE OF THIS DOCUMENT

ENQUIRIES

NOTICE OF GENERAL MEETING

AGENDA

ORDINARY BUSINESS

$\mathbf{1}$ . Resolution 1 - Issue Of Options To Employee, Jerko Peter Zuvela

$\overline{2}$ . Resolution 2 - $3 million Share Placement

3. Resolution 3 - Issue Of Options To Director, Malcolm Ross Richmond

$\boldsymbol{4}$ Resolution 4 - Director's Deed for Malcolm Ross Richmond

5. Resolution 5 - Issue Of Options To Directors

6. Resolution 6 - Setting of Non-Executive Director' Remuneration Limit

BY ORDER OF THE BOARD

NOTES:

Voting Exclusion

Role of ASIC and ASX

ASX Listing Rule 7.1 and 7.2

TIME AND PLACE OF GENERAL MEETING AND HOW TO VOTE

Venue

How to Vote

Voting in Person

Voting by Proxy

Bodies corporate

Powers of Attorney

Voting Entitlement

EXPLANATORY STATEMENT

RESOLUTION 1 - ISSUE OF OPTIONS TO EMPLOYEE $\blacksquare$

$2.$ RESOLUTION 2 - RATIFY $3 MILLION SHARE PLACEMENT

RESOLUTION 3 - ISSUE OF OPTIONS TO DIRECTOR, MALCOLM 3. RICHMOND

3.1. Background

3.2. A Related Party Transaction under Chapter 2E Corporations Act

The related party to whom Resolution 3 would permit the financial benefit to be $(a)$ aiven

$(b)$ The nature of the financial benefit

Directors' Recommendation $(c)$

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

$(e)$ 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

Effect of Capital Structure $(i)$

$(ii)$ Company's Recent Share Price

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

$(iv)$ Valuation of Options

3.3. ASX Listing Rule 10.11

4. RESOLUTION 4 - DIRECTOR'S DEED FOR MALCOLM RICHMOND

5. RESOLUTION 5 - ISSUE OF OPTIONS TO DIRECTORS

5.1. Background

5.2 A Related Party Transaction under Chapter 2E Corporations Act

The related parties to whom Resolution 5 would permit the financial benefit to be $(a)$ aiven

The nature of the financial benefit $(b)$

$(c)$ Directors' Recommendation

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

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

$\left( i\right)$ Effect of Capital Structure

$(i)$ Company's Recent Share Price

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

$(iv)$ Valuation of Options

5.3 ASX Listing Rule 10.11

6. RESOLUTION 6 - NON-EXECUTIVE DIRECTOR REMUNERATION

ANNEXURE A

TERMS AND CONDITIONS OF OPTIONS ($1.20 OPTIONS EXPIRYING 6 OCTOBER 2011) ISSUED TO EMPLOYEE THE SUBJECT OF RESOLUTION 1

$\mathbf{1}$ . Nil Consideration Pavable

$\overline{2}$ . Entitlement

$\mathbf{3}$ Option Period

4. Non-Exercise Periods

Lapsing of Options Prior to Option Expiry 5. Date

6. Ranking of Share Issued on Exercise of Option

Notification to Option Holders 7.

8. Dealings in Options

$\mathbf{g}$ Method of Exercise of an Option

10. Reconstruction

11. Participation in New Share Issues

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

STRIKE RESOURCES LIMITED Proxy Solicitation & Information Statement 2007