TERRAIN MINERALS LIMITED — Proxy Solicitation & Information Statement 2011

Feb 24, 2011

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Notice of General Meeting and Explanatory Statement

Terrain Minerals Limited ABN 45 116 153 514

General Meeting to be held at Suite 4, Level 1 Adams House, 230 Rokeby Road, Subiaco, Western Australia on 28 March 2011 at 2pm (WST)

This Notice of General Meeting and Explanatory Statement should be read in its entirety. Shareholders in doubt as to how they should vote should seek advice from their professional advisers.

Corporate Directory

Directors	Richard J Sandner (Non-Executive Chairman)
	Jonathan Lim (Non-Executive Vice Chairman)
	Chris Tomich (Managing Director)
	Paul Dickson (Non-Executive Director)
	Keith Wells (Non-Executive Director)
Company Secretary	Ian Hobson
Principal & Registered Office	Suite 4, Level 1 Adams House
	230 Rokeby Road
	Subiaco WA 6008
	Telephone: (08) 9381 5558
	Facsimile: (08) 9381 5551
	Email: terrain@terrainminerals.com.au
Share Registry	Computershare Investor Services Pty Limited
	Level 2, Reserve Bank Building
	45 St Georges Terrace
	Perth WA 6000
	Telephone: (08) 9323 2000
	Facsimile: (08) 9323 2033
Auditor	BDO Audit (WA) Pty Ltd
	38 Station Street
	Subiaco WA 6008
Legal Adviser	Hilary Macdonald, Corporate & Resources Lawyer
	Suite 29, 18 Stirling Highway
	Nedlands WA 6009
Bankers	National Australia Bank
	1232 Hay Street
	West Perth WA 6005
ASX Codes	TMX
	TMXOA
Website	www.terrainminerals.com.au

Notice of General Meeting

A General Meeting of Terrain Minerals Limited will be held at Suite 4, Level 1 Adams House, 230 Rokeby Road, Subiaco, Western Australia on 28 March 2011 at 2pm (WST). The Explanatory Statement which forms part of this Notice of General Meeting describes the various matters to be considered. Shareholders are asked to refer to the Glossary at the end of the Explanatory Statement which contains definitions of the terminology used in this Notice of General Meeting and the Explanatory Statement.

Special Business:

Resolution 1: Ratify Issue of Shares

That for the purposes of ASX Listing Rule 7.4 and for all purposes, Shareholders ratify the issue and allotment of 24,500,000 Shares to sophisticated investors made on 16 February 2011, for the purposes and on the terms set out in the Explanatory Statement.

Resolution 2: Approve Issue of Options

That for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 24,500,000 Options to the parties, for the purposes and on the terms set out in the Explanatory Statement.

Resolution 3: Approve Issue of Shares

Subject to Resolution 4 being approved, that for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue and allotment of up to 21,739,130 Shares to the parties, for the purposes and on the terms set out in the Explanatory Statement.

Resolution 4: Approve Issue of Options

Subject to Resolution 3 being approved, that for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 21,739,130 Options to the parties, for the purposes and on the terms set out in the Explanatory Statement.

Voting exclusions:

For the purposes of Resolution 1, under Listing Rule 7.4 the Company will disregard any votes cast by any person who participated in the issue and any of their associates.

For the purposes of Resolutions 2, 3 and 4, under Listing Rule 7.1 the Company will disregard any votes cast by any 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 securities, if the Resolution is passed, and any of their associates.

However, votes 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) will be taken into account.

Proxies:

Please note that:

• (a) a member of the Company entitled to attend and vote at the Annual 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 Directors have determined that all shares of the Company that are quoted on ASX at 5pm WST on 26 March 2011 shall be taken to be held by the persons registered as holding the shares at that time, for the purposes of determining voting entitlements at the General Meeting.

Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the meeting or handed in at the meeting when registering as a corporate representative. An appointment of Corporate Representative form is enclosed if required.

Signed in accordance with a resolution of the Directors dated 23 February 2011

Ian Hobson Company Secretary Dated 23 February 2011

Explanatory Statement

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. Shareholders are asked to refer to the Glossary at the end of the Explanatory Statement which contains definitions of the terminology used.

Resolution 1: Ratification of issue of Shares

On 16 February 2011, the Company issued 24,500,000 Shares at an issue price of $0.023 each to the parties listed in the table below who are all sophisticated investors or otherwise exempt offerees such that the Company was not required to issue a prospectus for this issue in accordance with section 708 of the Corporations Act. None of the parties are related parties of the Company.

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 a 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 this Resolution, the Company seeks from Shareholders approval for, and ratification of, the issue of 24,500,000 Shares so as to limit the restrictive effect of Listing Rule 7.1 on any further issues of securities in the next 12 months. Listing Rule 7.5 requires the following information to be given to Shareholders :

Date of Issue: 16 February 2011

Securities Issued: 24,500,000 ordinary shares

Price: 2.3 cents per share

Name of Allottees Lorndell Nominees Pty Ltd Absolute Promotions Pty Ltd A/C> Pukeko Nominees Pty Ltd Ms Wendy Endebrock-Brown + Mr Robert Wayn Endebrock- Brown Mr Raymond Butler + Mrs Carol Fay Butler Fund A/C> Mr Allen Donald Shanks Mr Justin Anthony Virgin Shante Holdings Pty Ltd Mr Gregory Allen Mickle + Mr Stephen Leslie Newton Mr Phillip Gerald Vergone + Mrs Marina Elizabeth Vergone Mr Carl Joseph Redmond Mr Vojislav Borovac + Mrs Ljubica Nada Borovac Borovac S/F A/C>

No. Shares

869,565 434,783 869,565 434,783 434,783 1,086,956 2,173,914 2,173,914 1,086,956 434,783 217,391 500,000

Mr Barry Clive Robinson + Ms Angela Hui Li Teoh <Morgan
Quest Super Fund A/C>	1,086,956
Mr Allan Hagan	500,000
Westrock Holdings Pty Ltd	1,086,956
Prindina Pty Ltd	1,000,000
Criterion Properties Limited, Gpo Box 5872 Hong Kong Hkg	2,000,000
Top Plain Properties Pty Ltd	1,000,000
Mr Barrie James Douglas + Mrs Lorraine Anne Douglas
	217,391
Pandros Investments Pty Ltd	434,783
Metalmite Pty Ltd	1,000,000
Vetin Pty Ltd	717,391
Damere Pty Ltd	2,173,914
Whithorn Nominees Pty Ltd	869,565
Mr David Ian Hatcher + Mrs Brenda Dorothy Hatcher	1,086,956
Mrs Katrin Verena Lehn	608,695
Total	24,500,000

The Shares were issued on the same terms as the existing Shares on issue the terms of which are already in the public domain.

All of the securities issued in relation to Resolution 1 were validly issued within the Company’s then existing 15% capacity provided in Listing Rule 7.1.

The Company has used the funds raised by the issue of the Shares, approximately $563,500 before the costs of the issue, for general working capital purposes.

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

Resolutions 2, 3 and 4[:] Approve Issue of Securities

Shareholders are being asked to approve Resolutions 2, 3and 4 for the purposes of Listing Rule 7.1 and for all other purposes in relation to issues of Shares and Options. Resolutions 2, 3 and 4 are necessary in order to comply with specific requirements of the Listing Rule 7.1 which provides generally that a company may not issue securities equal to more than 15% of the Company’s issued share capital in any 12 months without obtaining shareholder approval. Resolutions 2, 3 and 4 are both necessary in accordance with this principle.

The Options the subject of Resolution 2 are to be issued to the parties named in the table below no later than three months after the date of the Meeting, to be granted for nil consideration, exercisable at an exercise price of $0.05 expiring three years after the date of issue and will otherwise be granted on the terms in Annexure A:

Name of Allottees Lorndell Nominees Pty Ltd Absolute Promotions Pty Ltd A/C> Pukeko Nominees Pty Ltd Ms Wendy Endebrock-Brown + Mr Robert Wayn Endebrock- Brown Mr Raymond Butler + Mrs Carol Fay Butler Fund A/C> Mr Allen Donald Shanks Mr Justin Anthony Virgin Shante Holdings Pty Ltd Mr Gregory Allen Mickle + Mr Stephen Leslie Newton Mr Phillip Gerald Vergone + Mrs Marina Elizabeth Vergone Mr Carl Joseph Redmond Mr Vojislav Borovac + Mrs Ljubica Nada Borovac Borovac S/F A/C> Mr Barry Clive Robinson + Ms Angela Hui Li Teoh Quest Super Fund A/C> Mr Allan Hagan Westrock Holdings Pty Ltd Prindina Pty Ltd Criterion Properties Limited, Gpo Box 5872 Hong Kong Hkg Top Plain Properties Pty Ltd Mr Barrie James Douglas + Mrs Lorraine Anne Douglas Pandros Investments Pty Ltd Metalmite Pty Ltd Vetin Pty Ltd Damere Pty Ltd Whithorn Nominees Pty Ltd Mr David Ian Hatcher + Mrs Brenda Dorothy Hatcher Mrs Katrin Verena Lehn Total

No. Options 869,565 434,783 869,565 434,783 434,783 1,086,956 2,173,914 2,173,914 1,086,956 434,783 217,391 500,000 1,086,956 500,000 1,086,956 1,000,000 2,000,000 1,000,000 217,391 434,783 1,000,000 717,391 2,173,914 869,565 1,086,956 608,695 24,500,000

If the Options the subject of Resolution 2 are exercised, funds of approximately $1,225,000 will be raised and will be applied for the purposes of general working capital.

Summary of Resolution 2:

Date of issue: no later than 3 months after date of General Meeting

Securities to be Issued: 24,500,000 Options exercisable at $0.05 expiring three years after date of issue and otherwise on the terms in Annexure A and not to any Related Parties

Issue Price: nil

Under Resolution 3, up to 21,739,130 Shares will be issued and allotted at an issue price of $0.023 each no later than three months after the date of the General Meeting, and on the same terms as the existing Shares on issue, the terms of which are already in the public domain. The Shares the subject of Resolution 3 will be issued and allotted to clients of brokers with whom the Company has existing arrangements. None of the allottees have been identified at the date of this Notice of Meeting, other than that none will be related parties of the Company.

The Company will use the funds raised by the issue of the Shares (approximately $500,000 after the costs of issue) for the purposes of general working capital.

Resolution 3 is conditional on Resolution 4 also being approved. If Resolution 4 is not approved the securities the subject of Resolutions 3 and 4 will not be issued.

Summary of Resolution 3:

Date of Issue: no later than 3 months after date of General Meeting

Securities to be Issued: 21,739,130 Shares on the terms of existing Shares on issue already in the public domain and not to any Related Parties

Issue Price: of $0.023 each

Under Resolution 4, up to 21,739,130 Options will be issued to clients of brokers with whom the Company has existing arrangements. None of the allottees have been identified at the date of this Notice of Meeting, other than that none will be related parties of the Company. The Options the subject of Resolution 4 will be issued no later than three months after the date of the Meeting, to be granted for nil consideration, exercisable at an exercise price of $0.05 expiring three years after the date of issue and will otherwise be granted on the terms in Annexure A:

If all of the 21,739,130 Options the subject of Resolution 4 are granted and then subsequently exercised, funds of approximately $1,086,956 will be raised, to be applied for the purposes of general working capital.

Resolution 4 is conditional on Resolution 3 also being approved. If Resolution 3 is not approved the securities the subject of Resolutions 3 and 4 will not be issued.

Summary of Resolution 4:

Date of Issue: no later than 3 months after date of General Meeting

Securities to be issued: 21,739,130 Options exercisable at $0.05 expiring three years after date of issue and otherwise on the terms in Annexure A and not to any Related Parties

Issue Price: nil

The Board believes that these issues will be beneficial for the Company. The Board recommends that Shareholders vote in favour of Resolutions 2, 3 and 4 because they 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 .

Glossary

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

therwise requires:
Annexure	an annexure to this Explanatory Statement
ASX	ASX Limited
Board	the board of Directors
Company	Terrain Minerals Limited
Constitution	constitution of the Company
Corporations Act	Corporations Act 2001 (Cth)
Director	Director of the Company.
Listing Rules	the ASX Listing Rules
Meeting	The General Meeting of the Company convened by this Notice of General
	Meeting
Option	an option to subscribe for a Share
Related Party	Is defined in the Corporations Act
Share	A fully paid ordinary share in the capital of the Company
Shareholder	A shareholder of the Company

ANNEXURE A - Terms of Options

• (a) Each Option entitles the holder, on exercise, to one Share in the Company.

• (b) Shares issued on exercise of Options will rank equally with other Shares of the Company.

• (c) An Option may only be exercised after that Option has vested, after any conditions associated with the exercise of the Option are satisfied and before its expiry date. The Board may determine the vesting period. On the grant of an Option the Board may in its absolute discretion impose other conditions on the exercise of an Option.

• (d) The expiry date of an Option is three years after the date of issue.

• (e) An Option will lapse immediately upon the first to occur of its expiry date or the Board determining that the holder is acting fraudulently or dishonestly in relation to the Company.

• (f) If a change of control event happens in relation to the Company, the Board may declare an Option to be free of any conditions of exercise. Options which are so declared may be exercised at any time on or before they lapse.

• (g) Options may not be transferred other than to a nominee of the holder. Quotation of Options on ASX will not be sought. However, the Company will apply to ASX for official quotation of Shares issued on the exercise of Options.

• (h) There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that the record date for determining entitlements to any such issue will be at least 9 Business Days after the issue is announced.

• (i) If the Company makes an issue of Shares to Shareholders by way of capitalisation of profits or reserves (“ Bonus Issue ”), each Optionholder holding any Options which have not expired at the time of the record date for determining entitlements to the Bonus Issue shall be entitled to have issued to him upon exercise of any of those Options, the number of Shares which would have been issued under the Bonus Issue (“ Bonus Shares ”) to a person registered as holding the same number of Shares as that number of Shares to which the Optionholder may subscribe for, pursuant to the exercise of those Options immediately before the record date determining entitlements under the Bonus Issue (in addition to the Shares which he or she is otherwise entitled to have issued to him or her upon such exercise).

• (j) In the event of any reconstruction (including a consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the expiry of any Options, the number of Options to which each Optionholder is entitled or the exercise price of his or her Options or both or any other terms will be reconstructed in a manner determined by the Board which complies with the provisions of the Listing Rules.

TERRAIN MINERALS LTD (ABN 45 116 153 514)

PROXY FORM

Shareholder Details

Shareholder Name: .................................................................................................................................................................. Address: ...................................................................................................................................................................................

Appointment of Proxy

I/We being a shareholder/s of Terrain Minerals Ltd and entitled to attend and vote hereby appoint

The Chairman ( Write in this box the name of the of the Meeting OR person you are appointing if this person ( mark with ‘X’ ) 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 Terrain Minerals Ltd to be held at Suite 4, Level 1 Adams House, 230 Rokeby Road, Subiaco, Western Australia on 28 March 2011 at 2pm(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 though he has an interest � 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 each Resolution 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*

Resolution.	1	Ratify Issue of Shares
Resolution.	2	Approve Issue of Options
Resolution.	3	Approve Issue of Shares
Resolution.	4	Approve Issue of Options

*If you mark the Abstain box for the 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, in this box:

PLEASE SIGN HERE: This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Shareholder 2 Shareholder 3 Shareholder 1 Sole Director and Director Director/Company Secretary Sole Company Secretary

How to complete the Proxy Form Your Name and Address

Your name and address is as it appears on your holding statement and the Company’s share register. 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.

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 the 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 the 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 the Resolution, your proxy may vote as he or she chooses. If you mark more than one box on the Resolution your vote on the 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 Ian Hobson on 08 9388 8290 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 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 is included in the Notice of Annual General Meeting and may also 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 2pm (WST) 26 March 2011. 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 Suite 4, Level 1 Adams House, 230 Rokeby Road Subiaco WA 6008, PO Box 1702 Subiaco WA 6904 or sent by facsimile to the registered office on 08 9381 5551.

Appointment of Corporate Representative ( Section 250D of the Corporations Act 2001)

Shareholder Details

This is to certify that by a resolution of the Directors of:

………………………………………………………………………….…….….………... (Company), Insert name of shareholder company

the Company has appointed:

……………………..……………………………………………………………………….……….…, Insert name of corporate representative

in accordance with the provisions of section 250D of the Corporations Act 2001, to act as the body corporate representative of that company at the meeting of the members of Terrain Minerals Limited to be held on 28 March 2011 and at any adjournments of that meeting][all meetings of the members of Terrain Minerals Ltd. DATED ………………………………………………………. 2011

Please sign here

Executed by the Company ) in accordance with its constituent documents )

............................................................….……… ............................................................….……………… .….. ……. Signed by authorised representative Signed by authorised representative ............................................................………… ............................................................….……………… ….. ….. Name of authorised representative (print) Name of authorised representative (print) ............................................................………… ............................................................….……………… ….. ... Position of authorised representative (print) Position of authorised representative (print)

Instructions for Completion

1. Insert name of appointor Company and the name or position of the appointee (eg “John Smith” or “each director of the Company”).

2. Execute the Certificate following the procedure required by your Constitution or other constituent documents ensuring that if the appointor company is a sole director company, that this is stated, otherwise that two officers sign on behalf of the appointor company, otherwise the appointment is invalid and votes cast will not count.

3. Print the name and position (eg director) of each company officer who signs this Certificate on behalf of the company.

4. Insert the date of execution where indicated.

5. Send or deliver the Certificate to the registered office at Suite 4, Level 1 Adams House, 230 Rokeby Road, Subiaco WA 6008; PO Box 1702 Subiaco WA 6904 or fax the Certificate to the registered office at 08 9381 5551, or present it to the Company before the Meeting commences.