STRIKE RESOURCES LIMITED — Proxy Solicitation & Information Statement 2008

May 26, 2008

NOTICE OF GENERAL MEETING & EXPLANATORY STATEMENT

TO SHAREHOLDERS

21 Mounts Bay Road Perth, Western Australia

Date and Time of Meeting: 11:00 am (Perth time) on Wednesday, 25 June 2008 Place of Meeting: Perth Convention Exhibition Centre Level 2, Meeting Room 10

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	BOARD
Time and Place of Meeting andHow to Vote		4	John StephensonH. Shanker MadanFarooq KhanVictor Ho	ChairmanManaging DirectorDirectorDirector
	Explanatory Statement	5	William JohnsonMalcolm Richmond	DirectorDirector
1.	Resolution 1 Ratify $32 MillionShare Placement	5
2.	Resolution 2 – Ratify Issue ofOptions to Employees	6	COMPANY SECRETARYVictor Ho
3.	Resolution 3 – Approve FutureShare Placement	7	PRINCIPAL & REGISTERED OFFICELevel 14, The Forrest Centre221 St Georges TerracePerth, Western Australia, 6000
Annexure A –Terms of $2.878 (179November 2012) Employee's Options)			Telephone:Facsimile:	(08) 9214 9700(08) 9322 1515
Annexure B –Terms of $2.878(4 March 2013) Employee's Options		11	Email:Web:	info@strikeresources.com.auwww.strikeresources.com.au
¾¾¾	www.strikeresources.com.auVisit our website for:Latest NewsMarket AnnouncementsFinancial Reports		SHARE REGISTRYAdvanced Share Registry ServicesSuite 2, 150 Stirling HighwayNedlands, Western Australia, 6009Telephone:Facsimile:Email:Web:	(08) 9389 8033(08) 9389 7871admin@advancedshare.com.auwww.asrshareholders.com
	Register your email with us to		STOCK EXCHANGE

CONTENTS CORPORATE DIRECTORY

Time and Place of Meeting andHow to Vote		4	John StephensonChairmanH. Shanker MadanManaging DirectorFarooq KhanDirector
	Explanatory Statement	5	Victor HoDirectorWilliam JohnsonDirector
1.	Resolution 1 Ratify $32 MillionShare Placement	5	Malcolm RichmondDirector
2.	Resolution 2 – Ratify Issue ofOptions to Employees	6	COMPANY SECRETARYVictor Ho
3.	Resolution 3 – Approve FutureShare Placement	7	PRINCIPAL & REGISTERED OFFICELevel 14, The Forrest Centre221 St Georges Terrace
Annexure A –Terms of $2.878 (179November 2012) Employee's Options)			Perth, Western Australia, 6000Telephone:(08) 9214 9700Facsimile:(08) 9322 1515Email:info@strikeresources.com.au
	Annexure B –Terms of $2.878(4 March 2013) Employee's Options	11	Web:www.strikeresources.com.au
¾¾¾	www.strikeresources.com.auVisit our website for:Latest NewsMarket AnnouncementsFinancial Reports		SHARE REGISTRYAdvanced Share Registry ServicesSuite 2, 150 Stirling HighwayNedlands, Western Australia, 6009Telephone:(08) 9389 8033Facsimile:(08) 9389 7871Email:admin@advancedshare.com.auWeb:www.asrshareholders.com
	Register your email with us toreceive latest Companyannouncements and releases		STOCK EXCHANGEAustralian Securities ExchangePerth, Western Australia
	EMAIL US AT:		ASX CODE

announcements and releases Perth, Western Australia

EMAIL US AT: ASX CODE info@strikeresources.com.au SRK

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 26 May 2008.

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 Perth Convention Exhibition Centre, Level 2, Meeting Room 10, 21 Mounts Bay Road, Perth, Western Australia at 11:00 am (Perth time) on Wednesday, 25 June 2008.

AGENDA

ORDINARY BUSINESS

1. Resolution 1 – Ratify $32 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 Australian Securities Exchange (operated by ASX Limited) (ASX) and for all other purposes, shareholders ratify and approve the previous issue of 13,051,000 fully-paid, ordinary shares in the capital of the Company at an issue price of $2.45 per share (raising $31,974,950 gross) pursuant to offers exempt from disclosure under section 708 of the Corporations Act 2001 (Cth), 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.

2. Resolution 2 – Ratify Previous Issue of Options to Employees

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 500,000 options made to employees of the Company as follows:

Name ofEmployee	Date ofIssue	Description ofUnlistedOptions	ExercisePrice	ExpiryDate	Vesting Criteria(Options which have vestedmay be exercised at any timethereafter, up to their expirydate)	No. ofOptions
Arran Gracie(GeneralManager,CorporateAffairs)	17November2007	$2.878 (17November2012)Employee'sOptions	$2.878	17November2012	83,334 options on successfulcompletion of the employee'sprobationaryemploymentperiod, 83,333options 6months after the vesting of thefirst trancheand 83,333options 6 months after thevesting of the second tranche	250,000
StephenGethin(GeneralCounsel)	4 March2008	$2.878 (4March 2013)Employee'sOptions	$2.878	4 March2013	83,334 options on successfulcompletion of the employee'sprobationaryemploymentperiod, 83,333options 6months after the vesting of thefirst trancheand 83,333options 6 months after thevesting of the second tranche	250,000

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

Voting Exclusion: The Company will disregard any votes cast on this resolution by Arran Gracie, Stephen Gethin or any of their associates.

3. Resolution 3 – Approve Future 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 7.1 of the Listing Rules of the ASX and for all other purposes, shareholders approve and authorise the Directors of the Company to issue and allot (at one time or from time to time) a total of up to 25,000,000 fully-paid, ordinary shares in the capital of the Company at an issue price of not less than 80% of the average closing price of the Company's shares on ASX over the last 5 trading days on which sales in the Company's shares were recorded leading up to (and excluding) the date of a disclosure document or share placement or subscription agreement in relation to the proposed issue (as the case may be and as the Directors may determine) and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Voting Exclusion: In accordance with ASX Listing Rule 7.3.8, the Company will disregard any votes cast on Resolution 3 by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of the security holder, if Resolution 3 is passed and any person associated with those persons.

DATED THIS 26th DAY OF MAY 2008

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:

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

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:

Perth Convention Exhibition Centre Level 2, Meeting Room 10 21 Mounts Bay Road Perth, Western Australia

commencing 11:00 am (Perth time) Wednesday, 25 June 2008

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 11:00 am (Perth time) on Monday, 23 June 2008.

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 the end of 23 June 2008, Perth time (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.

1. RESOLUTION 1 – RATIFY $32 MILLION SHARE PLACEMENT

Resolution 1 seeks shareholder ratification of the issue by the Company on 23 May 2008 of a total of 13,051,000 fully-paid, ordinary shares in the capital of the Company at $2.45 per share (raising $31,974,950 gross) to professional, institutional and sophisticated investors entitled to accept offers of securities under section 708 of the Corporations Act (the $32 Million Share Placement).

Whilst prior shareholder approval (under ASX Listing Rule 7.1) was not required for the $32 Million Share Placement issue, the effect of the issue is to reduce the Company's capacity to issue additional securities in the future without prior shareholder approval under ASX Listing Rule 7.1.

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

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

• (a) 13,051,000 shares were issued by the Company on 21 May 2008;
• (b) the shares were issued at $2.45 per share;
• (c) the shares were ordinary, fully-paid shares issued on the same terms and conditions as the shares currently on issue by the Company;
• (d) the shares were issued and allotted to professional, institutional and sophisticated investors entitled to accept offers of securities under section 708 of the Corporations Act. None of the recipients were related parties or associates of the Company; and
• (e) the funds raised from such share placement after paying expenses of the issue will be applied towards the advancement of exploration, evaluation and development of the Company's mining and mineral exploration projects and for general working capital purposes.

All Directors recommend that shareholders vote in favour of approving Resolution 1, to "refresh" 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.

2. RESOLUTION 2 – RATIFY ISSUE OF OPTIONS TO EMPLOYEES

Resolution 2 seeks shareholder ratification and approval for the previous grant of 500,000 options to employees as follows:

Name ofEmployee	Date ofIssue	Description ofUnlistedOptions	ExercisePrice	Expiry Date	Vesting Criteria1	No. ofOptions
Arran Gracie(GeneralManager,CorporateAffairs)	17November2007	$2.878 (17November 2012)Employee'sOptions2	$2.8783	17November2012	83,334 options on successfulcompletion of the employee'sprobationary employment period,83,333options 6 months afterthe vesting of the first trancheand 83,333 options 6 monthsafter the vesting of the secondtranche	250,000
StephenGethin(GeneralCounsel)	4 March2008	$2.878 (4 March2013)Employee'sOptions4	$2.878	4 March2013	83,334 options on successfulcompletion of the employee'sprobationary employment period,83,333options 6 months afterthe vesting of the first trancheand 83,333 options 6 monthsafter the vesting of the secondtranche	250,000

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

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

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

2 Terms and conditions of issue are set out in an ASX Appendix 3B New Issue Announcement dated 20 November 2007 (released on ASX on 21 November 2007) and in Annexure A of the Explanatory Statement

3 The Exercise Price at date of issue was $2.90 per option. This was reduced by 2.2 cents per option as a consequence of the Company completing a 2.2 cent per share return of capital on 13 December 2007 (as required under the ASX listing Rules).

4 Terms and conditions of issue are set out in an ASX Appendix 3B New Issue Announcement dated 5 March 2008 (released on ASX on 7 March 2008) and in Annexure B of the Explanatory Statement

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

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

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

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

All Directors recommend that shareholders vote in favour of approving Resolution 2, for the reasons set out in this Explanatory Statement.

3. RESOLUTION 3 – APPROVE FUTURE SHARE PLACEMENT

Resolution 3 seeks shareholder approval and authority for the directors of the Company to issue (at one time or from time to time) a total of up to 25,000,000 shares at an issue price of not less than 80% of the average closing price of the Company's shares on ASX in the 5 trading days leading up to (and excluding) the date of a disclosure document or share placement or subscription agreement in relation to the proposed issue (as the case may be and as the Directors may determine) (Future Share Placement).

Approval to make such placement is being sought in order to provide the Company with the commercial flexibility to enter into a transaction in a timely manner. It is presently contemplated that the funds raised from such placement will be applied towards the advancement of exploration, evaluation and development of the Company's mining and mineral exploration projects, potentially as consideration for the acquisition of mining or mineral exploration projects identified by the Company as suitable acquisitions for the commercial growth and prospects of the Company or for cash to fund the future capital requirements and general working capital purposes of the Company or a combination of the same.

ASX Listing Rule 7.1 provides that (subject to certain exceptions, none of which are relevant for the purposes of this resolution) prior approval of shareholders is required for an issue of securities if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number of shares on issue at the commencement of that 12 month period.

The issue of 25,000,000 shares will comprise approximately 20% of the Company's post-issue share capital of approximately 125,143,790 shares.

In accordance with the requirements of ASX Listing Rule 7.3 the following information is provided:

• (a) up to 25,000,000 shares may be issued by the Company under the Future Share Placement;
• (b) the shares will be issued at a price per share of not less than 80% of the average closing price of the Company's shares on ASX in the 5 trading days on which sales in the Company's shares were recorded leading up to (and excluding) the date of a disclosure document or share placement or subscription agreement in relation to the proposed issue;
• (c) the shares will be ordinary, fully-paid shares issued on the same terms and conditions as the shares currently on issue by the Company;
• (d) the Company is not yet able to identify the recipients of shares that may be issued under the Future Share Placement. However, the Company undertakes not to issue shares to related parties or associates of the Company without seeking prior shareholder approval; and
• (e) the shares will be issued at one time or progressively on a date or dates to be determined by the Directors, no later than three (3) months after the date of this General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules). The Company intends to seek a waiver from ASX to issue the Future Share Placement shares within 12 months after the date of this General Meeting.

The Company may pay brokers, institutional investors and or Australian Financial Services Licensees a commission and fees in respect of services provided to the Company in relation to part or all of any funds raised pursuant to the Future Share Placement.

All Directors recommend that shareholders vote in favour of approving Resolution 3, for the reasons set out in this Explanatory Statement.

ANNEXURE A

TERMS AND CONDITIONS OF OPTIONS ($2.878 OPTIONS EXPIRYING 17 NOVEMBER 2012) ISSUED TO AN EMPLOYEE THE SUBJECT OF RESOLUTION 2

250,000 Options, each to acquire one fully paid ordinary share in Strike Resources Limited ABN 94 088 488 724 (Company) at an Exercise Price of $2.878 per Option with each Option expiring at 5:00pm (Perth time) on 17 November 2012 (on the terms and conditions, including as to Non-Exercise Periods and Vesting of the Options, which are described below.

The Options are issued on the following TERMS AND CONDITIONS:

1. Nil Consideration Payable

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

2. Entitlement

• 2.1 Each Option shall entitle the holder (the "Option Holder") to subscribe (in cash) for one (1) fully paid ordinary share ("Share") in the capital of Strike Resources Limited ACN 088 488 724 ("Company") at an exercise price of $2.878 ("Exercise Price"). The Options will not be quoted on the ASX.
• 2.2 "Employee Option Holder" or "Employee" means:
  • 2.2.1 the Option Holder (being an employee of the Employer as at the date of issue) if the Option has not been transferred under clause 8 or;
  • 2.2.2 the original Option Holder (being an employee of the Employer as at the date of issue) if the Option has been transferred under clause 8.
• 2.3 "Employer" means the Company and/or a subsidiary of the Company and/or a company under the control of the Company as the case may be.

3. Option Period

Each Option will expire on 5:00pm (Perth Time) on 17 November 2012 (such date being referred to as the "Option Expiry Date"). Subject to Clauses 4, 5 and 9 hereof, each Option may be exercised by the Option Holder at any time after it has vested and prior to the Option Expiry Date and any Option not so exercised shall automatically expire on the Option Expiry Date.

4. Non-Exercise Periods

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

• 4.1 83,334 Options issued to the Option Holder will vest on the date of the Employer confirming (in its sole and absolute discretion) successful completion of the Employee's probationary employment period (which Options may therefore be exercised at any time thereafter prior to the Option Expiry Date) ("Tranche 1");
• 4.2 83,333 Options issued to the Option Holder will vest on a date being 6 months after the date of vesting of the Tranche 1 Options (which Options may therefore be exercised at any time after they have vested and prior to the Option Expiry Date) ("Tranche 2"); and
• 4.3 83,333 Options issued to the Option Holder will vest on a date being 6 months after the date of vesting of the Tranche 2 Options (which Options may therefore be exercised at any time after they have vested and prior to the Option Expiry Date) ("Tranche 3").

5. Lapsing of Options Prior to Option Expiry Date

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

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

6. Ranking of Share Issued on Exercise of Option

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

7. Notification to Option Holders

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

8. Dealings in Options

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

9. Method of Exercise of an Option

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

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

10. Reconstruction

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

11. Participation in New Share Issues

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

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

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

13. Immediate Vesting

Where:

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

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

14. Governing Law

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

ANNEXURE B

TERMS AND CONDITIONS OF OPTIONS ($2.878 OPTIONS EXPIRYING 4 MARCH 2013) ISSUED TO AN EMPLOYEE THE SUBJECT OF RESOLUTION 2

250,000 Options, each to acquire one fully paid ordinary share in Strike Resources Limited ABN 94 088 488 724 (Company) at an Exercise Price of $2.878 with each Option expiring at 5:00pm (Perth time) on 4 March 2013 (on the terms and conditions, including as to Non-Exercise Periods and Vesting of the Options, which are described below.

1. Nil Consideration Payable

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

2. Entitlement

• 2.1 Each Option shall entitle the holder (the "Option Holder") to subscribe (in cash) for one (1) fully paid ordinary share ("Share") in the capital of Strike Resources Limited ACN 088 488 724 ("Company") at an exercise price per Option of $2.878 ("Exercise Price"). The Options will not be quoted on the ASX.
• 2.2 "Employee Option Holder" or "Employee" means:
  • 2.2.1 the Option Holder (being an employee of the Employer as at the date of issue) if the Option has not been transferred under clause 8 or;
  • 2.2.2 the original Option Holder (being an employee of the Employer as at the date of issue) if the Option has been transferred under clause 8.
• 2.3 "Employer" means the Company and/or a subsidiary of the Company and/or a company under the control of the Company as the case may be.

3. Option Period

Each Option will expire on 5:00pm (Perth Time) on 4 March 2013 (such date being referred to as the "Option Expiry Date"). Subject to Clauses 4, 5 and 9 hereof, each Option may be exercised by the Option Holder at any time after it has vested and prior to the Option Expiry Date and any Option not so exercised shall automatically expire on the Option Expiry Date.

4. Non-Exercise Periods

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

• 4.1 83,334 Options issued to the Option Holder will vest on the date of the Employer confirming (in its sole and absolute discretion) successful completion of the Employee's probationary employment period (which Options may therefore be exercised at any time thereafter prior to the Option Expiry Date) ("Tranche 1");
• 4.2 83,333 Options issued to the Option Holder will vest on a date being 6 months after the date of vesting of the Tranche 1 Options (which Options may therefore be exercised at any time after they have vested and prior to the Option Expiry Date) ("Tranche 2"); and
• 4.3 83,333 Options issued to the Option Holder will vest on a date being 6 months after the date of vesting of the Tranche 2 Options (which Options may therefore be exercised at any time after they have vested and prior to the Option Expiry Date) ("Tranche 3").

5. Lapsing of Options Prior to Option Expiry Date

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

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

6. Ranking of Share Issued on Exercise of Option

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

7. Notification to Option Holders

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

8. Dealings in Options

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

9. Method of Exercise of an Option

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

10. Reconstruction

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

11. Participation in New Share Issues

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

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

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

13. Immediate Vesting

Where:

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

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

14. Governing Law

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

www.strikeresources.com.au

STRIKE RESOURCES LIMITED

A.B.N. 94 088 488 724

Level 14, The Forrest Centre 221 St Georges Terrace Perth Western Australia 6000 T | (08) 9214 9700 F | (08) 9322 1515 E | info@strikeresources.com.au

ASX CODE: SRK

REGISTERED OFFICE: ADVANCED SHARE REGISTRY SERVICES:

Suite 2, 150 Stirling Highway Nedlands Western Australia 6009 T | (08) 9389 8033 F | (08) 9389 7871 E | admin@advancedshare.com.au W | www.asrshareholders.com

PROXY FORM

COMPLETE AND RETURN TO:

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

Strike Resources Limited REPLY PAID 83399 Perth WA 6000

Mark this box with an 'X' if you want to make any changes to your address details (see reverse) [Issuer Sponsored Holders Only] Facsimile: (08) 9322 1515

Name3 Name4 Name5 Name6

Name1 Holder ID: {} Name2 Shares held as at 23 May 2008: { }

Appointment of Proxy

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

The Chairman of the Meeting (mark 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.)

OR	Write here the name of the personyou are appointing if this person is
	someoneotherthanthe
	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 Perth Convention Exhibition Centre, Level 2, Meeting Room 10, 21 Mounts Bay Road, Perth, Western Australia at 11:00 am (Perth time) on Wednesday, 25 June 2008 and at any adjournment of such General Meeting.

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

	RESOLUTIONS	For	Against	Abstain*
(1)	Ratify $32 Million Share Placement
(2)	Ratify Previous Issue of Options to Employees
(3)	Approve Future Share Placement

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

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

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

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

INSTRUCTIONS FOR COMPLETING PROXY FORM

• 1. 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.
• 1. Completion of a proxy form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting.
• 1. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointments do not specify this proportion, each proxy may exercise half of the votes.
• 1. A proxy need not be a shareholder of the Company.
• 1. If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.
• 1. If a representative of a company shareholder is to attend the meeting, a properly executed original (or certified copy) of the appropriate 'Appointment of Corporate Representative' should be produced for admission to the meeting. Previously lodged Appointments of Corporate Representative will be disregarded by the Company.
• 1. If a representative as Power of Attorney of a shareholder is to attend the meeting, a properly executed original (or certified copy) of an appropriate Power of Attorney should be produced for admission to the meeting. Previously lodged Powers of Attorney will be disregarded by the Company.

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 must sign. Power of Attorney: If you are signing under a Power of Attorney, you must lodge an original or certified photocopy 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 not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

9. Lodgement of a Proxy

This Proxy Form (and the original or certified copy of any Power of Attorney under which it is signed) must be received at the address below not later than 11:00 am (Perth time) on 23 June 2008 (48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the meeting.

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

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