Superior Resources Limited

ABN 72 112 844 407

Notice of the 2012 Annual General Meeting of Shareholders

To be held at the Company's registered office, Level 2, 87 Wickham Terrace, Spring Hill, Brisbane, Qld, 9 November, 2012 at 11:00 AM

The details contained in the Explanatory Notes accompanying this Notice of Annual General Meeting should be read together with and form part of this Notice of Annual General Meeting.

Ordinary Business

Financial Statements and Reports

To receive and consider the Financial Statements for the year ended 30 June 2012 incorporating the Profit and Loss for the year, and the Balance Sheet as at that date, together with the Directors' Report and the Auditor's Report thereon.

RESOLUTIONS

To consider and if thought fit, resolve:

1. Adoption of Remuneration Report (Non Binding resolution)

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

"That the Remuneration Report for the year ended 30 June 2012 covering directors and executives (as set out in the Directors' Report), as detailed in the Annual Report, is adopted."

2. Re-election of Director - Mr David Horton

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

"That Mr David John Horton who retires by rotation in accordance with the Company's Constitution of the Company but being eligible is offering himself for re-election, be and is hereby appointed for a further term of office."

3. Ratification of prior issue of shares to Copper Strike Limited

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

"That for the purposes of ASX Listing Rule 7.4 and for all other purposes Shareholders approve and ratify the issue allotment of 1,000,000 fully paid ordinary shares to Copper Strike Limited paid as consideration for the acquisition of exploration rights by the company as specified in the terms and conditions set out in the Explanatory Memorandum."

The Company will disregard any votes cast on this Resolution by a person who participated in the issue, Copper Strike Limited and associate or associates of that person. 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 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.

4. Approval of 10% placement facility

To consider and if thought fit, pass the following as a special resolution:

"That pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes approval is given for the Company to issue equity securities up to 10.00% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 over a 12 month period on the terms and conditions set out in the Explanatory Memorandum."

The Company will disregard any votes cast on this Resolution by a person (and any associates of such a person) who may participate in the issue of the Shares and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed. However, the Company need not disregard a vote if:

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

• it is cast by 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.

By Order of the Board of Directors,

David Horton Non Executive Chairman

Dated 5 October 2012

Voting and Proxies

1. Voting

Superior Resources Limited (Superior) has determined in accordance with Regulation 7.11.37 of the Corporations Regulations 2001 that for the purposes of voting at the meeting securities will be taken to be held by those persons recorded on the Company's share register as at 7:00pm (Sydney time) on 7 November 2012. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

If you have any queries on how to cast your votes then call Mr Ken Harvey on 07 3839 5099 or Mr Carlos Fernicola on 07 3831 3922 during business hours.

2. Proxies

(a) Any member entitled to attend and vote is entitled to appoint not more than two proxies to attend and vote in his or her stead.

(b) If a shareholder appoints more than one proxy, the appointment of the proxy may specify the proportion or number of that shareholder's votes that each proxy may exercise. If the appointment does not specify the proportion or the number of the shareholder's votes, each proxy may exercise one half of the votes.

(d) A proxy need not be a shareholder of Superior.

(e) To be effective, Superior must receive the completed Proxy Form and, if the form is signed by the shareholder's attorney, the authority under which the Proxy Form is signed (or a certified copy of the authority) by no later than 48 hours before the commencement of the meeting. Proxy Forms and other documentation may be lodged as follows:

By posting, delivery orfacsimile:	Superior Resources Limited Share RegistryC/- Link Market Services LimitedLocked Bag A14 Sydney South NSW 1235Facsimile: (02) 9287 0309
By delivery:	Level 12, 680 George Street Sydney NSW 2000

(f) Proxies given by corporate shareholders must be executed in accordance with their constitutions, or under the hand of a duly authorised officer or attorney.

(g) If a proxy is not directed how to vote on an item of business, the proxy may vote, or abstain from voting as he or she thinks fit.

(h) If a shareholder appoints the Chairman of the meeting as the shareholder's proxy and does not specify how the Chairman is to vote on an item of business, the Chairman will vote, as proxy for that shareholder for that item.

How the Chairman of the meeting will vote undirected proxies

The Chairman of the meeting will vote undirected proxies on, and in favour of, all of the proposed resolutions, except for Resolution 1 (Remuneration Report). Any undirected proxies held by the Chairman of the meeting will not be voted on Resolution 1 (Remuneration Report).

Accordingly if you appoint the Chairman of the meeting as your proxy, you should direct him how to vote on Resolution 1 (Remuneration Report) if you want your shares to be voted on that item of business.

Proxies that are undirected on Resolution 1 (Remuneration Report)

If you appoint the Chairman of the meeting as your proxy and do not direct him how to vote on Resolution 1 (Remuneration Report), he will not vote on your proxy on that item of business. The same will apply if you appoint any other director of Superior Resources Limited (SPQ), any of other of its key management personnel or any of their closely related parties. Key management personnel of SPQ are the directors of SPQ and those other persons having authority for planning, directing and controlling the activities of SPQ directly or indirectly. The Remuneration Report identifies SPQ's key management personnel for the financial year to 30 June 2012. Their closely related parties are defined in the Corporations Act 2001, and include certain of their family members, dependants and companies they control.

NOTE: APPOINTMENT OF PROXY FORM IS ENCLOSED

Explanatory Notes to the Notice of Annual General Meeting 2012

Resolution 1- REMUNERATION REPORT

The Remuneration Report for the year ended 30 June 2012 is as set out in the Directors' Report included in the 2012 Annual Report which is available on Superior Resources Limited website: www.superiorresources.com.au.

The purpose of Resolution 1 is to lay before the Shareholders the Company's Remuneration Report so that Shareholders may ask questions about or make comments on the management of the Company in accordance with the requirements of the Corporations Act 2001 and vote on whether to adopt the Remuneration Report for the year ended 30 June 2012.

Pursuant to the Corporations Act 2001 the Annual General Meeting of a listed company must propose a resolution that the Remuneration Report, contained within the Annual Report, be adopted.

The resolution is advisory only and does not bind the Company or its directors. The Board will consider the outcome of the vote and comments made by shareholders on the Remuneration Report at the meeting when reviewing the Company's remuneration policies.

From 1 July 2011 the legislation has been amended in relation to voting on the Remuneration Report under section 250R(2) of the Corporations Act 2011. If 25% or more of votes that are cast are voted against the adoption of the Remuneration report at two consecutive AGMs, shareholders will be required to vote at the second AGMs on a resolution (a "spill resolution") that another meeting be held within 90 days at which all of the Company's directors (other than the Managing Director and CEO) must go up for re-election. Shareholders are encouraged to cast their votes on item 1 (Remuneration Report).

In accordance with section 250R of the Corporations Act, a vote on this resolution must not be cast by, or on behalf of, a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member. However, a vote may be cast by such person if:

• the person is acting as proxy and the proxy form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or

• the person is the Chair voting an undirected proxy which expressly authorises the Chair to vote the proxy on a resolution connected with the remuneration of a member of the Key Management Personnel.

Resolution 2 - RE- ELECTION OF DIRECTOR Mr David Horton

Mr. Horton has been a director of the Company since incorporation. He retires by rotation in accordance with the Constitution of the Company, but being eligible, offers himself for re-election. Details of Mr. Horton's experience and qualifications are set out in the section "Information on Directors" within the Annual Report.

Mr Horton is a geologist with 39 years' experience in mineral exploration, project and prospect generation, management and resource evaluation. His previous background includes tenure as Exploration Manager of Queensland Metals Corporation Limited, Chief Geologist of A.R.I. Limited, Regional Geologist with North Limited and Senior Geologist with the Queensland Department of Mines and Energy. For most of his career, he has been a consultant to over 70 multi-national and national resource companies as well as a consultant on several occasions to the Queensland Government. He is a former member of the Australian Geoscience Council.

The Information on Directors section is contained within the Directors' Report in the 2012 Annual Report. The Directors recommend that the resolution be passed.

Please note that you may obtain a copy of the 2012 Annual Report from the Company's website www.superiorresources.com.au .

Resolution 3 - RATIFICATION OF SHARE ISSUE TO Copper Strike Ltd ACN 125 242 284

(a) Purpose of Resolution

Resolution 3 is sought to approve the prior issue of 1,000,000 shares so that the Company retains capacity to issue up to a full 15% of its issued capital, if required, in the next 12 months without shareholder approval.

On 17 August 2012 the Company announced it had carried out a placement of 1,000,000 new ordinary shares. The issue was consideration for the acquisition of exploration rights by the company in accordance with the agreement as announced to the ASX on 19 April 2012.

(b) Overview of regulatory approval requirements

The Directors are restricted by ASX Listing Rule 7.1 from issuing new equity securities in the Company which would dilute the interests of existing Shareholders, to a maximum of 15% of the issued ordinary shares of the Company in any 12 month period (15% limit) without Shareholder approval.

ASX Listing Rule 7.4 allows Directors to seek approval of the Shareholders to an issue of securities after the issue has been made without approval under ASX Listing Rule 7.1, provided the issue did not breach ASX Listing Rule 7.1. The issue of Shares described in Resolution 3 was made without Shareholder approval as the issue did not exceed the 15% limit. The Directors now seek Shareholder approval of the issue pursuant to ASX Listing Rule 7.4.

(c) Specific information

ASX Listing Rule 7.5 requires certain information to accompany a Notice of General Meeting in relation to approval sought under Listing Rule 7.4. This information is set out below:

ASX Listing Rule 7.5 requirement	Information
Name of allottee:	Copper Strike Limited A.C.N. 125 242 284 Not A Related Party
Date of issue :	17 August 2012
Total number of securities allotted	1,000,000 ordinary shares
The issue price of the securities:	$0.06
Terms of issue of the securities:	Ordinary fully paid shares ranking equally with all other fully paid
	ordinary shares of the Company
The use (or intended use) of funds	Consideration for the acquisition of exploration rights from Copper
	Strike Limited
Other:	The issue of the ordinary shares when made did not breach Listing
	Rule 7.1.
Voting exclusion statement:	Voting exclusion statements are contained in the Notice.

(d) Directors' recommendations and interests

The Directors of the Company recommend that Shareholders vote in favour of Resolution 3.

Each Director of the Company who is also a Shareholder of the Company is not restricted from voting and, intends to vote in favour of Resolution 3.

The Chairman of the meeting intends to vote undirected proxies in favour of Resolution 3.

Resolution 4 - APPROVAL OF 10% PLACEMENT FACILITY

(a) Purpose of resolution

The purpose of Resolution 4 is to authorise the Directors to issue a further 10% of its issued share capital under ASX Listing Rule 7.1A during the 10% Placement Period in addition to and without using the Company's15% placement capacity under ASX Listing Rule 7.1.

This effectively gives Directors a 25% placement capacity less that part of its placement capacity not available under ASX Listing Rule 7.1.

(b) General information

ASX Listing Rule 7.1A enables "eligible entities" to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting at which the approval is obtained or refer (c) (vi) below (10% Placement Facility). The 10% Placement Facility is in addition to the Company's 15% placement capacity under ASX Listing Rule 7.1.

An "eligible entity" for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section (c)(iii) below).

As disclosed in the Company's Annual Report, the Company continues actively seeking to acquire new resources assets and other investments and fund exploration expenditure. The Company may use the 10% Placement Facility to acquire new resource assets or investments and fund exploration expenditure.

(c) Description of Listing Rule 7.1A

(i) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

(ii) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has on issue one class of Equity Securities, namely ordinary Shares.

(iii) Formula for calculating 10% Placement Facility

ASX Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is the number of shares on issue 12 months before the date of issue or agreement:

(A) plus the number of fully paid shares issued in the 12 months under an exception in ASX Listing Rule 7.2;
(B) plus the number of partly paid shares that became fully paid in the 12 months;

(C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;

(D) less the number of fully paid shares cancelled in the 12 months.

Note that A has the same meaning in ASX Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%

E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under ASX Listing Rule 7.1 or 7.4.

(iv) Listing Rule 7.1 and ASX Listing Rule 7.1A

The ability of an entity to issue Equity Securities under ASX Listing Rule 7.1A is in addition to the entity's 15% placement capacity under ASX Listing Rule 7.1.

At the date of this Notice, the Company has on issue 81,693,688 Shares and therefore has a capacity to issue (assuming shareholders have approved resolution 3):

(A) 12,254,053 ordinary shares (being 15% of 81,693,688) Equity Securities under ASX Listing Rule 7.1; and

(B) 8,169,369 ordinary shares (being 10% of 81,693,688) subject to Shareholder approval being sought under Resolution 4 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under ASX Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities, or the agreement date, in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (refer to Section (c) (iii) above).

(v) Minimum Issue Price

The issue price of Equity Securities issued under ASX Listing Rule 7.1A must be not less than 75% of The volume weighted average price (VWAP) of Equity Securities in the same class calculated over the 15 Trading Days immediately before:

(A) the date on which the price at which the Equity Securities are to be issued is agreed; or

(B) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (A) above, the date on which the Equity Securities are issued.

(vi) 10% Placement Period

Shareholder approval of the 10% Placement Facility under ASX Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

(A) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

(B) the date of the approval by shareholders of a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking), or such longer period if allowed by the ASX (10% Placement Period).

(d) Specific information required by ASX Listing Rule 7.3A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the below information is provided in relation to the approval of the 10% Placement Facility:

(i) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days immediately before:

(A) the date on which the price at which the Equity Securities are to be issued is agreed; or

(B) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (A) above, the date on which the Equity Securities are issued.

(ii) If Resolution 4 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted.

There is a risk that:

(A) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the General Meeting which may have an effect on the amount of funds raised by the issue of the Equity Securities; and

(B) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset, which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below shows the dilution of existing shareholders on the basis of the current market price of shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice assuming resolution 3 is approved by shareholders.

The table also shows:

(A) two examples where variable "A" has increased by 50% and 100%. Variable "A" is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require shareholder approval (for example, pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting and
(B) two examples where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the current market price.

Variable 'A'		Dilution
In Listing Rule		$0.03	$0.06	$0.09
7.1A.2		50.00% decrease in	Issue Price	50.00% increase in
		Issue Price		Issue Price
Current	10% Voting	8,169,368	8,169,368	8,169,368
Variable A	Dilution	shares	shares	shares
81,693,688	Funds	$245,081	$490,162	$735,243
shares	raised
50 % increase	10% Voting	12,254,053	12,254,053	12,254,053
in current	Dilution	shares	shares	shares
Variable A	Funds	$367,622	$735,243	$1,102,865
122,540,532shares	raised
100% increase	10% Voting	16,338,737	16,338,737	16,338,737
in current	Dilution	shares	shares	shares
Variable A
163,387,376	Funds	$490,162	$980,324	$1,470,486
shares	raised

• Please note that the minimum issue price is defined in paragraph (c) (v) above.

The table has been prepared on the following assumptions:

The company issues the maximum number of Equity Securities available under the 10% Placement Facility.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting.
The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A not under the 15% placement capacity under Listing Rule 7.1.
The issue of Equity Securities under the 10% Placement Facility consists only of Shares.
There are no options issued and therefore no options are exercised before the date of issue of the Equity Securities.
Resolution 3 is approved.

• The issue price is $0.06 being the closing price on ASX on 2 October 2012 being the date the Notice was lodged with ASX.

(iii) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 4 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of activities or Listing Rule 11.2 (disposal of main undertaking).

(iv) The Company may seek to issue the Equity Securities for the following purposes:

(A) non-cash consideration for the acquisition of the new resources assets and other investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

(B) cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or other investments (including expense associated with such acquisition), continued exploration and feasibility study expenditure on the Company's current assets and/or general working capital.

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

(A) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

(B) the effect of the issue of the Equity Securities on the control of the Company;
(C) the financial situation and solvency of the Company; and
(D) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

If the Company is successful in acquiring new resources assets or investments, it may be that the allottees under the 10% Placement Facility will be the vendors of the new resources assets or investments.

(v) The Company has not previously obtained Shareholder approval under ASX Listing Rule 7.1A.

(vi) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

(e) Directors' recommendations and interests

The Directors of the Company believe that Resolution 4 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

The Chairman of the meeting intends to vote undirected proxies in favour of Resolution 4.

LODGE YOUR VOTE By mail: Superior Resources Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

SHAREHOLDER VOTING FORM

I/We being a member(s) of Superior Resources Limited and entitled to attend and vote hereby appoint:

STEP 1	APPOINT A PROXY
the Chairmanof the Meeting(mark box)	OR if you are NOT appointing the Chairman of the Meeting as your proxy,please write the name of the person or body corporate (excluding theregistered shareholder) you are appointing as your proxy. I/we appoint theChairman of the Meeting as an alternate proxy to the person named.
If no person/body corporate is named, the Chairman of the Meeting, is appointed as my/our proxy and to vote for me/us on my/our behalfat the Annual General Meeting of the Company to be held at 11:00am on Friday, 9 November 2012, at Level 2, 87 Wickham Terrace,Spring Hill, Brisbane, Qld and at any adjournment or postponement of the meeting.
Undirected proxies for Resolution 1 (Remuneration Report) will not be voted by the Chairman of the Meeting.
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting.Please read the voting instructions overleaf before marking any boxes with an X
STEP 2	VOTING DIRECTIONS
Resolution 1Adoption of Remuneration Report	Abstain*ForAgainst
Resolution 2Re-election of Director – Mr David Horton

Resolution 3 Ratification of prior issue of shares to

	Copper Strike Limited

Resolution 4 Approval of 10% placement facility

		* 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.
STEP 3	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
Shareholder 1 (Individual)	Joint Shareholder 2 (Individual)	Joint Shareholder 3 (Individual)

Sole Director and Sole Company Secretary	Director/Company Secretary (Delete one)	Director
		This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder's attorney, the power
		of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must
	be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

This is your name and address as it appears on the company's share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. 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 in Step 1. If you appoint someone other than the Chairman of the Meeting as your proxy, you will also be appointing the Chairman of the Meeting as your alternate proxy to act as your proxy in the event the named proxy does not attend the meeting.

Votes on Items of Business – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item 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 the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item 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's share registry or you may copy this form and return them both together. The appointment of the Chairman of the Meeting as your alternate proxy also applies to the appointment of the second proxy.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
(b) return both forms together.

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, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the 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.

Corporate Representatives

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the company's share registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am on Wednesday, 7 November 2012, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged using the reply paid envelope or:

Superior Resources Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

02 9287 0309

by hand:

delivering it to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138 or Level 12, 680 George Street, Sydney NSW 2000.