TARUGA MINERALS LIMITED — Proxy Solicitation & Information Statement 2013

Sep 1, 2013

TARUGA GOLD LIMITED ACN 153 868 789

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

For the General Meeting to be held on 1 October 2013 at 10.00am (Western Standard Time) at 24 Colin Street, West Perth, Western Australia

This is an important document. Please read it carefully.

If you are unable to attend the Meeting, please complete the form of proxy enclosed and return it in accordance with the instructions set out on that form.

TIME AND PLACE OF GENERAL MEETING AND HOW TO VOTE

Venue

The General Meeting of the Company will be held at:

24 Colin Street Commencing West Perth, Western Australia, 6005 10.00am (WST) 1 October 2013

How to Vote

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

Voting in Person

To vote in person, attend the Meeting on the date and at the place set out above. The Meeting will commence at 10.00am (WST) on 1 October 2013.

Voting by Proxy

To vote by proxy, please complete and sign the enclosed proxy form and return by:

• hand to the Company's office at 24 Colin Street, West Perth 6005;

• post to PO Box 1970, West Perth, 6872;

• email to admin@tarugagold.com.au or

• facsimile to facsimile number +61 9222 5810,

so that it is received not later than 10.00am (WST) on 29 September 2013.

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TARUGA GOLD LIMITED ACN 153 868 789 NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of the Shareholders of Taruga Gold Limited will held at 24 Colin Street, West Perth, Western Australia, at 10.00am on 1 October 2013 (Western Standard Time) for the purpose of transacting the following business.

The attached Explanatory Statement is provided to supply Shareholders with information to enable Shareholders to make an informed decision regarding the Resolutions set out in this Notice. The Explanatory Statement is to be read in conjunction with this Notice.

AGENDA

RESOLUTION 1 – TO RATIFY THE ISSUE OF SHARES TO ACQUIRE WEST AFRICAN ASSETS

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 12,500,000 Shares under the Share Purchase Deed on the terms set out in the Explanatory Statement."

Short Explanation: The Company issued Shares under a Share Purchase Deed to acquire the West African Assets. The Company seeks subsequent approval by Shareholders to refresh its 15% placement capacity.

The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of such a person. However, the Company need not disregard a vote cast on this Resolution if:

• (a) 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

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

RESOLUTION 2 – APPROVAL TO ISSUE SHARES UNDER 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 ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 62,500,000 Shares at an issue price of 1.6 cents each to raise up to $1,000,000 on the terms set out in the Explanatory Statement. "

Short Explanation : The Company seeks Shareholder approval to issue Shares to raise funds of up to $1,000,000 under the Placement.

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

• (a) 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

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

RESOLUTION 3 – APPROVAL FOR PARTICIPATION IN PLACEMENT BY BERNARD AYLWARD

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

"That, subject to Resolution 2 being passed, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 3,125,000 Shares at an issue price of 1.6 cents each to Bernard Aylward or his nominee on the terms set out in the Explanatory Statement."

Short Explanation : The Company seeks Shareholder approval to issue Shares to Bernard Aylward, the Company's managing director, who wishes to participate in the Placement.

The Company will disregard any votes cast on this Resolution by Bernard Aylward, any person who is receive securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares, if this Resolution is passed and any associate of those persons. However, the Company need not disregard a vote if:

• (a) 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

• (b) it is cast by the 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.

RESOLUTION 4 – APPROVAL FOR PARTICIPATION IN PLACEMENT BY FRANK TERRANOVA

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

"That, subject to Resolution 2 being passed, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 1,250,000 Shares at an issue price of 1.6 cents each to Frank Terranova or his nominee on the terms set out in the Explanatory Statement."

Short Explanation : The Company seeks Shareholder approval to issue Shares to Frank Terranova, a proposed director of the Company, who wishes to participate in the Placement.

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The Company will disregard any votes cast on this Resolution by Frank Terranova, any person who is receive securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares, if this Resolution is passed and any associate of those persons. However, the Company need not disregard a vote if:

• (a) 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

• (b) it is cast by the 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.

VOTING AND PROXIES

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 appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.

2. Where a voting exclusion applies, the Company need not disregard a vote if it is cast by the 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.

3. In accordance with Regulation 7.11.37 of the Corporations Act, the Directors have set a date to determine the identity of those entitled to attend and vote at the Meeting. The date is 29 September 2013 at 10.00am (WST).

4. A proxy form is attached. If required it should be completed, signed and returned to the Company's registered office in accordance with the instructions on that form.

By order of the Board

Mr Bernard Aylward Managing Director Dated: 2 September 2013

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TARUGA GOLD LIMITED ACN 153 868 789

EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in this Notice.

The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions. The Directors recommend that Shareholders vote in favour of all of the Resolutions except Mr Bernard Aylward who abstains from making a recommendation about Resolution 3.

1. RESOLUTION 1 – TO RATIFY THE ISSUE OF SHARES TO ACQUIRE WEST AFRICAN ASSETS

1.1 Background

As announced on 30 July 2013, the Company has acquired the West African Assets to complement its existing project portfolio.

Under the Share Purchase Deed, Pelamis Investments Limited (the " Vendor ") has sold the issued share capital in International Goldfields (Bermuda) Limited to the Company. International Goldfields (Bermuda) Limited and its subsidiaries hold the rights to the West African Assets.

The consideration payable by the Company was the issue of 12,500,000 Shares to the Vendor.

1.2 Requirements of Listing Rules

Listing Rule 7.1 provides that, without shareholder approval, during any 12 month period, a company must not issue or agree to issue more equity securities than 15% of the number of fully paid ordinary securities on issue 12 months before the issue date or the agreement to issue, unless an exception applies. The Company issued the Shares to the Vendor and its nominees within its 15% placement capacity.

Listing Rule 7.4 provides that an issue of securities made without the approval under Listing Rule 7.1 is treated as having been made with approval if the issue of securities did not breach Listing Rule 7.1 (that is, it was within the 15% placement capacity) and shareholders subsequently approve it. The effect of approval under Listing Rule 7.4 is to refresh a company's 15% placement capacity.

For the purposes of Listing Rule 7.5 the following information is provided to Shareholders in relation to Resolution 1.

• (a) The number of securities issued was 12,500,000 Shares.

• (b) The Shares were issued as consideration under the Share Purchase Deed for the West African Assets. The deemed issue price is 1.6 cents each.

• (c) The Shares are fully paid ordinary shares of the Company which rank equally with all other Shares.

• (d) The Shares were issued to Pelamis Investments Limited (the Vendor) and persons or entities nominated by the Vendor. None of these persons or entities are related parties of the Company.

• (e) No funds were raised by the issue of the Shares. The Shares are consideration for the acquisition of the West African Assets under the Share Purchase Deed.

2. RESOLUTION 2 – APPROVAL TO ISSUE SHARES UNDER PLACEMENT

2.1 Background

The Company proposes to raise funds up to $1,000,000 by the issue of Shares at 1.6 cents each (the " Placement "). The funds will be used to continue the Company's existing exploration program, to progress the development of the West African Assets and for working capital.

Under the Share Purchase Deed, the Vendor has agreed to procure subscribers for $500,000 under the Placement. The Company will seek to place the balance of $500,000 under the Placement.

The Company's managing director, Mr Bernard Aylward, wishes to participate in and subscribe for up to 3,125,000 Shares under the Placement ($50,000). Mr Frank Terranova, who the Directors intend to appoint as an additional director in early September 2013, wishes to participate in and subscribe for up to 1,250,000_Shares under the Placement ($20,000). The Company seeks separate Shareholder approval under Resolutions 3 and 4 to allow the Company to issue Shares to Mr Aylward and Mr Terranova under the Placement.

2.2 Requirements of the Listing Rules

The number of Shares to be issued under the Placement exceeds the Company’s 15% placement capacity under Listing Rule 7.1 and so, the Company seeks Shareholder approval to issue the Shares (see paragraph 1.2 above for a summary of Listing Rule 7.1).

For the purposes of Listing Rule 7.3 the following information is provided to Shareholders in relation to Resolution 2.

• (a) The maximum number of securities the Company will issue is 62,500,000 Shares (less any Shares the Company will issue to Bernard Aylward under Resolution 3 and to Frank Terranova under Resolution 4).

• (b) The Company will issue the Shares by no later than 3 months after the date of this Meeting (or a later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).

• (c)

• The issue price of the Shares is 1.6 cents each.

• (d) The names of the persons to whom the Company will issue the Shares under this Resolution are not known. They will be persons nominated by the Vendor (for subscriptions up to $500,000) and the Company (for subscriptions up to $500,000). None of the Shares will be issued to related parties under this Resolution. Mr Bernard Aylward and Mr Frank Terranova propose to subscribe for Shares under the Placement. The Company seeks separate Shareholder approval to issue Shares to Mr Aylward under Resolution 3 and to Mr Terranova under Resolution 4.

• (e) The Shares will be fully paid ordinary shares of the Company and will rank equally with the Company's current issued Shares

• (f) The Placement will raise up to $1,000,000. The funds are intended to be used to continue the Company's existing exploration program, to progress the development of the West African Assets and for working capital.

• (g) The Shares are intended to be issued in one tranche as soon as reasonably practicable after the date of this Meeting.

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3. RESOLUTIONS 3 AND 4 – APPROVAL TO PARTICIPATE IN THE PLACEMENT BY BERNARD AYLWARD AND MR FRANK TERRANOVA

3.1 Background

Mr Bernard Aylward, the Company's managing director wishes to participate in the Placement by subscribing for up to 3,125,000 Shares ($50,000). Mr Frank Terranova, who the Directors intend to appoint as an additional director in early September 2013, wishes to participate in the Placement by subscribing for up to 1,250,000 Shares ($20,000).

3.2 Requirements of the Listing Rules

Listing Rule 10.11 requires shareholder approval to be obtained before a company issues, or agrees to issue, securities to a related party unless an exception applies.

Mr Aylward is a related party of the Company because he is the managing director. Mr Terranova is a related party as there are reasonable grounds to believe that Mr Terranova will likely become a Director (and therefore a related party) in the future. The Company thereby seeks Shareholder approval to issue Shares to Mr Aylward and Mr Terranova. Separate approval under Listing Rule 7.1 is not required as approval is being obtained under Listing Rule 10.11, and so the issue of Shares to Mr Aylward and Mr Terranova do not count towards the Company's 15% placement capacity.

For the purposes of Listing Rule 10.13, the following information is provided to Shareholders in relation to Resolutions 3 and 4.

• (a) The Shares will be issued to Bernard Aylward or his nominee (Resolution 3) and to Frank Terranova or his nominee (Resolution 4).

• (b) The maximum number of securities the Company will issue is 3,125,000 Shares (Resolution 3) and 1,250,000 Shares (Resolution 4).

• (c) The Company will issue the Shares by no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

• (d) Mr Aylward is a director of the Company. Mr Terranova is a related party as there are reasonable grounds to believe that Mr Terranova will likely become a Director (and therefore a related party) in the future.

• (e) The issue price for the Shares is 1.6 cents. The Shares will be fully paid ordinary shares of the Company and will rank equally with the Company's current issued Shares.

• (f) The Shares will be issued under the Placement, which will raise up to $1,000,000. The funds are intended to be used to continue the Company's existing exploration program, to progress the development of the West African Assets and for working capital.

3.3 Requirements of the Corporations Act

The issue of the Shares to Mr Bernard Aylward and Mr Frank Terranova may constitute the giving a financial benefit to a related party. Under the Corporations Act, for a public company to give a financial benefit to a related party, the public company must obtain shareholder approval unless an exception applies. One of the exceptions is where the financial benefit is given on terms that would be reasonable in the circumstances if the public company and the related party were dealing at arm's length.

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The Directors, excluding Bernard Aylward, are of the view that the issue of Shares to Mr Aylward and Mr Terranova under the Placement is on reasonable arm’s length terms because Mr Aylward and Mr Terranova will subscribe under the Placement on the same terms as all other unrelated party subscribers. As such, the Company is not seeking shareholder approval under the related party provisions of the Corporations Act.

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TARUGA GOLD LIMITED ACN 153 868 789

GLOSSARY

In the Notice and this Explanatory Statement the following expressions have the following meanings:

ASX ASX Limited (ACN 008 624 691). ASX Listing Rules the listing rules of the ASX. or Listing Rules Board the Board of Directors of the Company. Chairman the chairman of the Company. Company Taruga Gold Limited (ACN 153 868 789). Constitution the constitution of the Company. Corporations Act Corporations Act 2001 (Cth). Directors the directors of the Company. Explanatory this Explanatory Statement. Statement Meeting or the meeting convened by this Notice. General Meeting Notice notice of meeting that accompanies this Explanatory Statement. Placement the placement by the Company of up 62,500,000 Shares at 1.6 cents each to raise up to $1,000,000. Resolution a resolution referred to in the Notice. Share a fully paid ordinary share in the capital of the Company. Shareholder a registered holder of Shares in the Company. Share Purchase the share purchase deed made on about 26 July 2013 between the Vendor Deed and the Company for the sale and purchase of the West African Assets. Vendor Pelamis Investments Limited, a company incorporated in Guernsey. West African the licences and other rights in Mali and Cote d'Ivoire, West Africa to be Assets acquired by the Company under the Share Purchase Deed. WST or Western Western Standard Time, Perth, Western Australia. Standard Time $ or A$ Australian dollars unless otherwise stated.

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TARUGA GOLD LIMITED ACN 153 868 789

PROXY FORM

APPOINTMENT OF PROXY TARUGA GOLD LIMITED ACN 153 868 789

I/We

being a Member of Taruga Gold Limited entitled to attend and vote at the General Meeting, hereby

Appoint

Name of Proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting to be held at 24 Colin Street, West Perth, Western Australia on 1 October 2013 at 10.00am (WST) and at any adjournment thereof.

Voting on Business of the General Meeting

			FOR	AGAINST	ABSTAIN
Resolution	1	Ratify the issue of Shares to acquire West African Assets
Resolution	2	Approval to issue Shares under Placement
Resolution	3	Approval for participation in Placement by Bernard Aylward
Resolution	4	Approval for participation in Placement by Frank
		Terranova

If the chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a Resolution, please place a mark in the box. By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the Resolutions and that the votes cast by the Chair of the meeting for those Resolutions other than as proxy holder will be disregarded because of that interest. The Chair intends to vote any such undirected proxies in favour of all Resolutions. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the Resolutions and your votes will not be counted in calculating the required majority if a poll is called on the Resolutions.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your Shares are not to be counted in computing the required majority on a poll.

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

Please return this Proxy Form to the Company Secretary, Taruga Gold Limited, 24 Colin Street, West Perth, WA, 6005 or PO Box 1970, West Perth, WA, 6872 or by fax to 089 222 5810 by 10.00am (WST) on 29 September 2013.

Signed this day of 2013.

By:

Individuals and joint holders Signature Signature Signature	Companies (affix common seal if appropriate)
	Director
	Director/Secretary
Signature	Sole Director and Sole Secretary

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TARUGA GOLD LIMITED

ACN 153 868 789

Instructions for Completing Appointment of Proxy Form

1. In accordance with section 249L of the Corporations Act, a Shareholder of the Company who is entitled to attend and cast two or more votes at a general meeting of Shareholders is entitled to appoint two proxies. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

2. A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.

3. Corporate Shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a Company may execute a document without using its common seal if the document is signed by:

4. 2 Directors of the Company;

5. a Director and a Company Secretary of the Company; or

6. for a proprietary Company that has a sole Director who is also the sole Company Secretary – that Director.

For the Company to rely on the assumptions set out in sections 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with sections 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole Director and sole Company Secretary of the Company must state that next to his or her signature.

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.

2. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

In accordance with section 250BA of the Corporations Act the Company specifies the following for the purposes of receipt of proxy appointments:

Registered Office: 24 Colin Street, West Perth, WA, 6005 Postal address: PO Box 1970, West Perth, WA, 6872 Email address: admin@tarugagold.com.au Fax Number: (08) 9222 5810

by no later than 48 hours prior to the time of commencement of the Meeting.

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