SUNSHINE METALS LIMITED — Proxy Solicitation & Information Statement 2012

Mar 21, 2012

PELICAN RESOURCES LIMITED

ABN 12 063 388 821

NOTICE OF GENERAL MEETING EXPLANATORY STATEMENT AND PROXY FORM

General Meeting to be held in the Ross Capes Room at Patersons Stadium, Subiaco Road, Subiaco, Western Australia on Friday 20th of April, 2012 commencing at 10.00 am (WST)

This Notice of General Meeting, Explanatory Statement and Proxy Form should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9242 1166

Directors	MrJohnPalermoDrJohnHillsMrMikeBue
Secretary	MrJohnJ	Palermo
RegisteredOffice	Level1,284OxfordStreet
	Leederville
	WesternAustralia 6007
	Telephone:	+61892421166
	Facsimile:	+61894439960
	Email:	info@pelicanresources.com.au
	Website:	www.pelicanresources.com.au
Auditor	StantonsInternationalAuditandConsultingPtyLtd
	Level2
	1WalkerAvenue
	WestPerth
	Western	Australia 6005
Solicitors	AllionLegal
	Level2
	50KingsParkRoad
	WestPerth
	WesternAustralia 6005
ShareRegistry	SecurityTransferRegistrarsPtyLimited
	770CanningHighway
	APPLECROSS
	WESTERNAUSTRALIA 6153
	Telephone:+61	89315 2333
ASXCode	PEL

Notice of General Meeting

NOTICE IS GIVEN THAT a general meeting of Pelican Resources Limited (Company) will be held in the Ross Capes Room at Patersons Stadium, Subiaco Road, Subiaco, Western Australia on Friday, 20th April 2012 commencing at 10.00 am (WST).

AGENDA

Resolution 1: Ratification of prior issue of Options to CPS Securities

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

'That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 12,500,000 Options at an exercise price of $0.04 and an expiry date of 30 June 2014 to CPS Securities (or its nominees), for the purposes and on the terms and conditions set out in the Explanatory Statement accompanying this Notice.ʹ

Voting Exclusion: The Company will disregard any votes cast on this Resolution by CPS Securities (or its nominees) and any of those associates. However, the Company will 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 the person chairing the meeting as proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 2: Approval of Issue of Options to John Palermo (Related Party)

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 10.11 and for all other purposes, Shareholders approve the issue of 12,500,000 Options at an exercise price of $0.04 and an expiry date of 30 June 2014 to John Palermo (or his nominee), for the purposes and on the terms and conditions set out in the Explanatory Statement accompanying this Notice.ʹ

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr John Palermo and his associates. However, the Company will 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 the person chairing the meeting as proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.

Explanatory Statement

The Explanatory Statement accompanying this Notice of General Meeting is incorporated in and comprises part of this Notice of General Meeting.

Shareholders are specifically referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used both in this Notice of General Meeting and Explanatory Statement.

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 or number 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.

"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 Wednesday, 18th April, 2012 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.

By Order of the Board of Directors

John J Palermo

Company Secretary

22 March 2012

Explanatory Statement 2

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 in the Ross Capes Room at Patersons Stadium, Subiaco Road, Subiaco, Western Australia on Friday, 20th April 2012 commencing at 10.00 am (WST).

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 resolutions.

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: Ratification of prior issue of Options to CPS Securities

Background

On 22 February 2012, the Company closed its pro rata non‐renounceable rights issue (Rights Issue), which is fully underwritten by CPS Securities. The Company has issued 12,500,000 Options at an exercise price of $0.04 and an expiry date of 30 June 2014, without prior Shareholder approval, in accordance with the Underwriting Agreement to CPS Securities (or its nominees). CPS Securities shall allocate these Options to sub‐ underwriters of the Rights Issue pursuant to the terms of the Underwriting Agreement.

Listing Rule 7.1 Regulatory Requirements

Listing Rule 7.1 provides that a company must not, without prior approval of shareholders, issue securities if the securities will in themselves or when aggregated with the securities issued by the company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 states that an issue by a company of securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if, the issue did not breach Listing Rule 7.1 and the company's members subsequently approve it.

Under Resolution 1, the Company seeks from Shareholders approval for, and ratification of, the issue of the 12,500,000 Options to CPS Securities (or its nominees) so as to limit the restrictive effect of Listing Rule 7.1 on any further issues of securities in the next 12 months.

Details of the securities issued for which approval and ratification is sought under Resolution 1 are set out above under the heading "background."

Listing Rule 7.5 Information Requirements

ASX Listing Rule 7.5 requires the following information to be given to Shareholders in order to approve the issue of Options subsequently:

• (a) the number of Options issued was 12,500,000;

• (b) the Options were issued for nil consideration;

• (c) the Options were issued on the terms and conditions summarised in the Annexure;

• (d) the Options were issued to CPS Securities (or its nominees), none of whom are related parties of the Company; and

• (e) no funds were raised from the issues of the Options, because the Options were issued for nil consideration. Funds raised pursuant to exercise of the Options will be used for working capital.

Board Recommendation

The Board believes that the ratification of the issue of the Options is beneficial for the Company. The Board recommends Shareholders vote in favour of Resolution 1 as it allows the Company to ratify the issues of Options and retain the flexibility to issue further securities representing up to 15% of the Company's share capital during the next 12 months.

Resolution 2: Approval of Issue of Options to John Palermo (Related Party)

Background

On 22 February 2012 the Company closed its Rights Issue, which is fully underwritten by CPS Securities. As outlined in section 7.3 of the prospectus, Mr John Palermo agreed to sub‐underwrite up to 30 million Shares under the Rights Issue. Under the Underwriting Agreement, Mr Palermo is entitled to receive 12,500,000 Options as part consideration for sub‐underwriting the Offer, conditional upon and subject to the approval of Shareholders.

Resolution 2 seeks Shareholder approval to grant and issue 12,500,000 Options to Mr John Palermo (and/or his nominees) on the terms and conditions set out in the Annexure to the Explanatory Statement. The Options will have an exercise price of $0.04 with an expiry date of 30 June 2014. Approval is sought under Listing Rule 10.11 on the basis that Mr Palermo is a related party of the Company.

Listing Rule 10.11 Regulatory Requirements

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities (including an option) to a related party of the Company. If Resolution 2 is passed, securities will be issued to Mr Palermo who, being a director, is a related party of the Company. Accordingly, approval for the issue of securities is required under the Listing Rule 10.11 is required.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Options because approval is being obtained under ASX Listing Rule 10.11. Shareholders should note that the issue of Options to Directors is not included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

Listing Rule 10.13 Disclosure Requirements

ASX Listing Rule 10.13 sets out a number of matters which must be included in a notice of meeting proposing an approval under ASX Listing Rule 10.11. The following information is included for the purpose of Listing Rule 10.11:

• (a) the maximum number of Options to be issued by the Company is 12,500,000 to Mr John Palermo (or his nominee);
• (b) the Options will be issued for no consideration;
• (c) the Options will be allotted and issued not later than one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules);
• (d) no funds will be raised from the issue of the Options and any funds raised from the exercise of the Options will be used for general working capital purposes; and
• (e) the Options will be issued on the terms and conditions set out in the Annexure and the Shares issued on exercise of the Options will rank equally in all respects with then existing Shares on issue.

Chapter 2E of the Corporations Act

Under Chapter 2E of the Corporations Act, a public company cannot give a "financial benefit" to a "related party" unless one of the exceptions to the section apply or shareholders have in general meeting approved the giving of that financial benefit to the related party.

The Company has considered the exceptions under sections 210 to 216 of the Corporations Act and has determined that approval under Chapter 2E is not required. This is because Mr Palermo is receiving the same financial benefit as the other sub‐underwriters to the Rights Issue and the sub‐underwriting fee and options were agreed to by the Underwriter to the Rights Issue and the Underwriter is responsible for paying the sub‐underwriter's fee (including the options) to the sub‐underwriters.

Board Recommendation

The Board recommends Shareholders vote in favour of Resolution 2 as it allows 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.

Glossary

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

Annexure	AnAnnexuretothisExplanatoryStatement
ASX	ASXLimited
ASXListingRulesorListingRules	TheListingRulesofASX
Board	BoardofDirectors
Company	PelicanResourcesLimitedABN12063388821
CorporationsAct	CorporationsAct2001(Cth)
CPSSecuritiesortheUnderwriter	CunninghamPetersonSharbaneeSecuritiesPtyLtd(ABN73088055636)tradingasCPSSecurities
Director	DirectoroftheCompany
MeetingorGeneralMeeting	ThegeneralmeetingoftheCompanyconvenedbytheNotice
Notice	TheNoticeofGeneralMeeting
Option	AnoptiontoacquireaShare
Resolution	EachoftheresolutionscontainedintheNotice
RightsIssue	thenon‐renounceableprorataoffertoeligibleshareholdersof60,175,767newsharesatanissuepriceof$0.02pershareonthebasisofone(1)newshareforeverythree(3)existingsharesheld.
Share	FullypaidordinaryshareinthecapitaloftheCompany
Shareholder	HolderofaShare
UnderwritingAgreement	theunderwritingagreementdated25January2012betweentheUnderwriterandtheCompany.
WST	WesternStandardTime

ANNEXURE

Terms and conditions of Options

The Options will be issued on the following terms and conditions:

• (a) Each Option will entitle the holder to subscribe for one Share at an exercise price of $0.04.
• (b) The Options are exercisable at any time on or before 30 June 2014 wholly or in part by delivering a duly completed form of notice of exercise to the Company, accompanied by payment of the exercise moneys.
• (c) All Shares allotted on exercise of the Options will rank equally in all respects with the Company's then Existing Shares.
• (d) The Options are freely transferable.
• (e) Application will be made to the ASX for official quotation of the Options. Application will be made to ASX for official quotation by ASX of all Shares allotted pursuant to the exercise of Options not later than 10 business days after the date of allotment.
• (f) Holders of Options may only participate in new issues of securities as holders of Shares if a New Option has been exercised and Shares have been allotted in respect of the New Option before the record date for determining entitlements to the issue. The Company must give at least 6 business days' notice to holders of any Options before the record date for determining entitlements to the issue in accordance with the Listing Rules of ASX.
• (g) There will be no change to the exercise price of a New Option or the number of Shares over which a New Option is exercisable in the event of the Company making a pro rata issue of Shares or other securities to the holders of Shares (other than for a Bonus Issue).
• (h) If there is a bonus issue (ʺBonus Issueʺ) to the holders of Shares, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the New Option had been exercised before the record date for the Bonus Issue (ʺBonus Sharesʺ). The Bonus Shares must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue and upon issue rank equally in all respects with the other Shares of that class at the date of issue of the Bonus Shares.
• (i) If, prior to the expiry of any Options, there is a reorganisation of the issued capital of the Company, the Options shall be reorganised in the manner set out in the Listing Rules.

ABN 12 063 388 821

Name:…………………………………………………………………………………………………………………………………………………Address:………………………………………………………………………………………………………………………………………………Contact Telephone No:………………………………….………………………………………………………………………………………………Contact Name (if different from above):………………………………………………………………………………………………………Appointment of ProxyI/We being a shareholder/s of Pelican Resources Limited and entitled to attend and vote hereby appointThe ChairmanWrite here the name of the person youof the meetingare appointing if this person is someoneOR(mark with an 'X')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 at the General Meeting of PelicanResources Limited to be held in the Ross Capes Room at Patersons Stadium, Subiaco Road, Subiaco, Western Australia on Friday, 20thApril 2012 at 10.00 am (WST) and at any adjournment of that meeting, to act 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.
The Chairman will vote all undirected proxies in favour of the resolution. If you wish to vote "against" or "abstain" you should markthe relevant box on the Proxy Form.
Voting directions to your proxy – please markto indicate your directionsForAgainst	Abstain*
Ordinary Business
Resolution 1.Ratification of prior issue of Options to CPS Securities
Resolution 2.Approval of issue of Options to Mr John Palermo (related party)
*If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show ofhands 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 1Shareholder 2Shareholder 3
Sole Director and Sole CompanyDirectorDirector/Company Secretary
Secretary

How to complete this Proxy Form

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's registry (Security Transfer Registrars) 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.

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.

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.

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 the Company Secretary 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.

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 documentwith the company's share registry. If you have not previously lodged thisdocument for notation, please attach a certified photocopy of the Power ofAttorney 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 section204A of the Corporations Act 2001) does not have a company secretary, a soledirector can also sign alone. Otherwise this form must be signed by a directorjointly with either another director or a company secretary. Please indicate theoffice 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 is may be obtained from the Company's share registry.

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 10.00am (WST) on Wednesday, 18th April 2012. 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 9960