SUNSHINE METALS LIMITED — Proxy Solicitation & Information Statement 2010

Jul 29, 2010

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PELICAN RESOURCES LIMITED

ABN 12 063 388 821

CIRCULAR TO SHAREHOLDERS

including

NOTICE OF GENERAL MEETING

PROXY FORM

General Meeting of Pelican Resources Limited to be held at RSM Bird Cameron, 8 St Georges Terrace, Perth, Western Australia on Tuesday, 31 August 2010 commencing at 10.00 am (WST).

This document should be read in its entirety. If after reading this Circular to Shareholders, you have any questions or doubts as to how you should vote, you should contact your stockbroker, solicitor, accountant or professional adviser.

PELICAN RESOURCES LIMITED ABN 12 063 388 821

Corporate Directory

	Corporate Direct
Directors	John Palermo
	John Hills
	Darryl Lynton‐Brown
Secretary	John J Palermo
Registered Office	Level 1
	284 Oxford Street
	LEEDERVILLE
	WESTERN AUSTRALIA 6007
	Telephone: +61 8 9242 1166
	Facsimile: +61 8 9443 2859
Auditor	RSM Bird Cameron Partners
	8 St Georges Terrace
	PERTH
	WESTERN AUSTRALIA 6000
Solicitors	Allion Legal
	Level 2, Spinifex House
	50 Kings Park Road
	WEST PERTH
	WESTERN AUSTRALIA 6005
Share Registry	Security Transfer Registrars Pty Ltd
	770 Canning Highway
	APPLECROSS
	WESTERN AUSTRALIA 6153

PELICAN RESOURCES LIMITED

ABN 12 063 388 821

Notice of General Meeting

NOTICE IS GIVEN THAT a General Meeting of the Company will be held at RSM Bird Cameron, 8 St Georges Terrace, Perth, Western Australia on Tuesday, 31 August 2010, commencing at 10.00 am WST.

Information on the proposals to which the resolution set out below relates is contained in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.

SPECIAL BUSINESS

RESOLUTION 1: APPROVAL FOR ISSUE OF SHARES

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the allotment and issue of up to 25,000,000 Shares to the persons, on the dates and on the terms set out in the Explanatory Statement.”

VOTING EXCLUSIONS

The Company will disregard any votes cast for Resolution 1 by any person who may participate in the proposed issue or who might obtain a benefit if the resolution is passed, (except a benefit solely in that person’s capacity as a Shareholder) and any of their associates. However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by a person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

PROXIES

Please note that:

• (a) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion is not specified each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

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“SNAP‐SHOT” TIME

The Company may specify a time, not more than 48 hours before the meeting, at which a “snap‐shot” of shareholders will be taken for the purposes of determining shareholder entitlements to vote at the meeting.

The Company’s directors have determined that all shares of the Company that are quoted on ASX at 5.00pm (WST) on Monday, 30 August 2010 shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the shares at that time.

DATED 28 July 2010

BY ORDER OF THE BOARD

John J Palermo Company Secretary Pelican Resources Limited

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ABN 12 063 388 821

PELICAN RESOURCES LIMITED

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s General Meeting to be held on 31 August 2010.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolution in the accompanying Notice of General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary.

RESOLUTION 1: APPROVAL FOR ISSUE OF SHARES

The Company proposes to issue up to 25,000,000 Shares on the terms set out below. The issue of Shares will be equal to approximately 17.69% of the Company’s fully‐diluted share capital assuming no further issues of securities by the Company (based on the number of Shares and Options on issue as at the date of the notice of meeting).

Listing Rule 7.1 provides generally that a company may not issue shares or options to subscribe for shares equal to more than 15% of the company’s issued share capital in any 12 months without obtaining shareholder approval. Resolution 1 seeks this approval.

The maximum number of Shares that will be issued is 25,000,000. The Shares will be allotted and issued as soon as possible but, in any case, not later than 3 months after the date of Shareholder approval.

The Shares will be issued at a price equal to at least 80% of the average market price of Shares, calculated over the last 5 days on which sales of Shares were recorded before the date upon which the agreement to issue the Shares was made.

The identity of the allottees is unknown at this stage; however, will be determined by the Company having regard to the level of demand for Shares, the identification of investors with a long term commitment to the Company and other factors the Company may consider appropriate, and will not be related parties of the Company.

It is anticipated that the Shares will be allotted progressively; however, the exact dates of allotment are unknown at this stage.

The Shares will be issued on terms and conditions contained in the Constitution which are summarised in Annexure A. The Company will apply to ASX for official quotation of the Shares.

The purpose of the issue is to raise funds to enhance the working capital requirements of the Company in pursuing the Romblon Nickel Project in the Philippines and for general working capital.

The Board believes that the proposed issue is beneficial for the Company and recommends Shareholders vote in favour of Resolution 1. It will allow the Company to retain the flexibility to issue further securities representing up to 15% of the Company’s share capital during the next 12 months.

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GLOSSARY

In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:

Annexure	Annexure to this Explanatory Statement
ASX	ASX Limited.
ASX Listing Rules or	The Listing Rules of the ASX.
Listing Rules
Board	Board of Directors.
Company	Pelican Resources Limited
	ABN 12 063 388 821.
Constitution	Constitution of the Company.
Corporations Act	Corporations Act 2001(Cth).
Director	Director of the Company.
MeetingorGeneral	The general meeting of the Company convened by this notice.
Meeting
Option	An option to acquire Shares.
Share	Fully paid ordinary share in the capital of the Company
Shareholder	Shareholder of the Company.
WST	Western Standard Time.

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ANNEXURE A

Terms of Shares

The following is a broad summary (though not necessarily an exhaustive or definitive statement) of the rights attaching to the shares of the Company. Full details are contained in the Constitution, available for inspection at the Company’s registered office.

(a) Share Capital

All issued ordinary shares rank equally in all respects.

(b) Voting Rights

At a general meeting of the Company, every holder of shares present in person, by an attorney, representative or proxy has one vote on a show of hands and on a poll, one vote for every fully paid share held, and for every contributing share held, a fraction of a vote equal to the proportion which the amount paid up bears to the total issue price of the contributing share.

(c) Dividend Rights

Subject to the rights of holders of shares issued with any special or preferential rights (at present there are none), the profits of the Company which the Directors may from time to time determine to distribute by way of dividend are divisible among the shareholders in proportion to the shares held by them respectively, according to the amount paid up or credited as paid up on the shares.

(d) Rights on Winding‐Up

Subject to the rights of holders with shares with special rights in a winding‐up (at present there are none), on a winding‐up of the Company all assets which may be legally distributed amongst the members will be distributed in proportion to the shares held by them respectively, according to the amount paid up or credited as paid up on the share.

(e) Transfer of Shares

Shares in the Company may be transferred by instrument in any form which complies with the Constitution, the Corporations Act, Listing Rules, ASX Market Rules, ACH Clearing Rules and ASTC Settlement Rules. Shares may be transferred by such means in accordance with Listing Rules, ASX Market Rules, ACH Clearing Rules and ASTC Settlement Rules. The Directors may refuse to register a transfer of shares only in those circumstances permitted by Listing Rules ASX Market Rules, ACH Clearing Rules and ASTC Settlement Rules.

(f) Calls on Shares

Shares issued as fully paid are not subject to any calls for payment by the Company and will not therefore become liable for forfeiture.

(g) Further Increases in Capital

The allotment and issue of any new shares is under the control of the Directors and, subject to any restrictions on the allotment of shares imposed by the Constitution, Listing Rules or the Corporations Act, the Directors may allot, issue or grant options over or otherwise dispose of those shares to such persons, with such rights or restrictions as they may from time to time determine.

(h) Variation of Rights Attaching to Shares

Where shares of different classes are issued, the rights attaching to the shares of a class can thereafter only be varied by a special resolution passed at a separate general meeting of the holders of those shares of that class, or with the written consent of the holders of at least three quarters of the issued shares of that class.

(i) General Meeting

Each shareholder will be entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive notices, accounts and other documents required to be furnished to shareholders under the Constitution, the Corporations Act and Listing Rules.

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PELICAN RESOURCES LIMITED

ABN 12 063 388 821

Proxy Form

Shareholder Details

Name: ……………………………………………………………………………………………………………………………………………………………………………………………………………………………….

Address: …………………………………………………………………………………………………………………………………………………………………………………………………………………………….

Contact Telephone No: …………………………………………………………………………………………………………………………….……………………………………………………………………….

Contact Name (if different from above): …………………………………………………………………………………………………………..………………………………………………………………

Appointment of Proxy

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

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The Chairman of the meeting OR (mark with an ‘X’)

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 attend and 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 Members of Pelican Resources Limited to be held at RSM Bird Cameron, 8 St Georges Terrace, Perth, Western Australia on Tuesday, 31 August 2010 at 10.00 am WST and at any adjournment of that meeting.

IMPORTANT



If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote, please place a mark in this box with an ‘X’. 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 the resolutions and that votes cast by him, other than as a proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on the resolutions and your votes will not be counted in computing the required majority if a poll is called. The Chairman of the Meeting intends to vote undirected proxies in favour of each resolution.

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

For Against Abstain*

Ordinary Business Resolution 1 Approval for Issue of Shares

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

Appointment of a second proxy (see instructions overleaf)

%

If you wish to appoint a second proxy, state the % of your voting rights applicable to the proxy appointed by this form

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Director Director/Company Secretary Sole Company Secretary

How to complete this Proxy Form

1 Your Name and Address

Please print your name and address as it appears on your holding statement and the company’s share register. If shares are jointly held, please ensure the name and address of each joint shareholder is indicated. Shareholders should advise the company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the company.

3 Votes on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each Resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any Resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given Resolution, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning John J Palermo on (08) 9242 1166 or you may photocopy this form.

To appoint a second proxy you must on each Proxy Form state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

5 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: to sign under Power of Attorney, you must have already lodged this document with the company’s share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. 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.

If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the company’s share registry.

6 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the meeting i.e. no later than 10.00 am WST on Sunday, 29 August 2010. Any Proxy Form received after that time will not be valid for the scheduled meeting.

This Proxy Form (and any Power of Attorney and/or second Proxy Form) may be sent or delivered to the Company’s registered office at Level 1, 284 Oxford Street, Leederville, WA, 6007 or sent by facsimile to the registered office on (08) 9443 2859.

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