UNION STAR METALS LTD — Proxy Solicitation & Information Statement 2011

Apr 17, 2011

PROMESA LIMITED

ACN 124 541 566

NOTICE OF GENERAL MEETING

TIME : 10:00 am (WST) DATE : 19 May 2011 PLACE : The Board Room Parkinson Chartered Accountants Level 1, 322 Hay Street SUBIACO WA 6008

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9388 9744.

CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	16
Annexure A – Pro Forma Balance Sheet	17
Proxy Form	18
TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The general meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:00 am (WST) on 19 May 2011 at:

The Board Room Parkinson Chartered Accountants Level 1, 322 Hay Street SUBIACO WA 6008

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

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NOTICE OF GENERAL MEETING

Notice is given that the general meeting of Shareholders will be held at 10:00AM (WST) on 19 May 2011 at:

The Board Room Parkinson Chartered Accountants Level 1, 322 Hay Street SUBIACO WA 6008

The Explanatory Statement provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 7.00pm (Sydney time) on 18 May 2011.

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

AGENDA

1. RESOLUTION 1 – CHANGE TO NATURE OF ACTIVITIES

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

“That, subject to the passing of Resolution 4, for the purposes of ASX Listing Rule 11.1.2 and for all other purposes, the Company be authorised to make a significant change in the nature of its activities.”

Short Explanation : ASX Listing Rule 11.1.2 requires the Company to seek shareholder approval where it proposes to make a significant change to the nature of its activities. Please refer to the Explanatory Statement for details.

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed and any associates of those persons. 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.

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MARIO ENRIQUE CAMACHO BOLVIAR

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

“That, for the purpose of clause 13.4 of the Constitution and for all other purposes, Mario Enrique Camacho Bolviar, a Director who was appointed on 31 January 2011, retires, and being eligible, is re-elected as a Director.”

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – ALEJANDRO CALDERON CHATET

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

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“That, for the purpose of clause 13.4 of the Constitution and for all other purposes, Alejandro Calderon Chatet, a Director who was appointed on 31 January 2011, retires, and being eligible, is re-elected as a Director.”

4. RESOLUTION 4 – CAPITAL RAISING

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

“That, subject to the passing of Resolution 1, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and Shares and Options to raise up to a total of $12,000,000, the Company expects the issue price of the Shares to be $0.60 per Share as set out in the BGF Agreement, whereby BGF has agreed to complete the Capital Raising, on a best endeavours basis, by the issue of Shares at an issue price of $0.60 per Share which would involve the issue of up to 20,000,000 Shares at an issue price of $0.60 and up to 8,000,000 free attaching Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who may obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed and any associates of those persons. 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.

DATED: 18 APRIL 2011 BY ORDER OF THE BOARD

PHILIP RE COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 10:00AM (WST) on 19 May 2011 at:

The Board Room Parkinson Chartered Accountants Level 1, 322 Hay Street SUBIACO WA 6008

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. OVERVIEW OF CHANGE OF NATURE OF ACTIVITIES

1.1

Background

Promesa Limited ( Company ) is an Australian public company listed on the official list of ASX (ASX code PRA). The basis of the Company’s listing on ASX was its investments in oil and gas in the United States of America.

1.2 Background to Change of Nature of Activities – Entry Into The Share Sale Agreement

On 3 November 2010 the Company announced that it had executed a Heads of Agreement ( Heads of Agreement ) with Mineroil Energy SAC ( Mineroil ) and Pegasus Grupo SA ( Pegasus ) (together, the Vendors ). The Heads of Agreement was executed by the parties on 29 October 2010, pursuant to which the Company agreed to purchase, and the Vendor agreed, to sell all of the shares in the capital in the Peruvian based company Peru Minerals SAC ( Peru Minerals ).

Peru Minerals’ mining activities comprise three mining licences for Victoadal, Bacata and Santa Rosita ( Licences ) located in Peru ( Peruvian Project ). Please refer to Section 1.8 for further details regarding the Peruvian Project.

On 30 November 2010 the Company dispatched a notice of general meeting to its shareholders convening a meeting for the purpose of, amongst other things, the issue of securities to the Vendors ( November Notice of Meeting ). As disclosed in the November Notice of Meeting, the Company intended to remain focussed on its existing oil and gas activities, and considered its proposed acquisition of Peru Minerals a significant investment only.

On 30 December 2010, shareholders approved each of the resolutions in the November Notice of Meeting unanimously. The same day the Company executed and announced to ASX that it had executed a share sale agreement ( Share Sale Agreement ) with the Vendors to formally record the terms for the acquisition of 100% of the shares in the capital of Peru Minerals.

On 31 January 2011 the Company completed the acquisition of all of the shares in the capital in of Peru Minerals.

The Company now proposes to focus on its investments in Peru Minerals. Subject to Shareholder approval, the Company intends to spend the majority of its funds on the Peruvian Project. The Company is presently assessing its options in relation to the potential disposal of its oil and gas interests. In the meantime, the Company will continue to maintain its oil and gas interests to ensure their good standing.

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1.3 Timetable

Event	Date
Issue of Prospectus	2 May 2011
Cut off for lodging proxy form for General Meeting	10:00 AM (Perth time) on 17May2011
Snapshot date for eligibility to vote at the General Meeting	7:00 PM (Sydney time) on 18 May 2011
Suspension of the Company’s securities from trading on ASX at the opening of trading	19 May 2011
General Meeting to approve the change of activities and other matters	19 May 2011
Issue of Shares under Capital Raising	23 May 2011
Anticipated date the suspension of trading of Shares is lifted	26 May 2011

Note – The dates set out above are indicative only and subject to change.

1.4 Pro-forma balance sheet

An unaudited pro forma balance sheet of the Company following completion of the Capital Raising and other matters is set out in Annexure A to this Notice of Meeting.

1.5 Capital Structure

The capital structure of the Company prior to the Capital Raising is set out below:

SHARES Current issued Shares TOTAL SHARES ON ISSUE OPTIONS Options (listed) exercisable at $0.20 on or before 8 December 2012 Options (unlisted) exercisable at $0.20 on or before 31 December 2013 Options (unlisted) exercisable at $0.20 within 2 years from the date of issue Options (unlisted) exercisable at $0.20 within 1 year from the date of issue TOTAL OPTIONS ON ISSUE		NUMBER 93,858,332
		93,858,332
		43,641,668 3,300,000 20,000,000 20,000,0001
		86,941,668

Notes:

1 The terms of the 20,000,000 unquoted options issued to the Vendor pursuant to Share Sale Agreement provide that upon exercise for each Option that vests and is exercised the recipient will be issued one Share and a new Option will be issued for no consideration to the Optionholder at the time of exercise, exercisable at a price of $0.20 within 1 year from the date of issue.

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The capital structure of the following the Capital Raising is set out below:

SHARES Current issued Shares Share issued under Prospectus (@ $0.60)1 TOTAL SHARES ON ISSUE OPTIONS Options (listed) exercisable at $0.20 on or before 8 December 2012 Options (unlisted) exercisable at $0.20 on or before 31 December 2013 Options (unlisted) exercisable at $0.20 within 2 years from the date of issue Options (unlisted) exercisable at $0.20 within 1 year from the date of issue Options (listed) exercisable at $0.20 on or before 8 December 2012 TOTAL OPTIONS ON ISSUE	NUMBER 93,858,332 20,000,000
	113,858,332
	43,641,668 3,300,000 20,000,000 20,000,0002 8,000,000
	94,941,668

1 The Company expects the issue price of the Shares to be $0.60 per Share as set out in the BGF Agreement, whereby BGF has agreed to complete the Capital Raising, on a best endeavours basis, by the issue of Shares at an issue price of $0.60 per Share. It is a term of the BGF Agreement that in the event the Shares are trading below $0.60 per Share at the time immediately before the date of the issue of the Prospectus for the Capital Raising, the Company and BGF may resolve to negotiate a new price.

2 The terms of the 20,000,000 unquoted options issued to the Vendor pursuant to Share Sale Agreement provide that upon exercise for each Option that vests and is exercised the recipient will be issued one Share and a new Option will be issued for no consideration to the Optionholder at the time of exercise, exercisable at a price of $0.20 within 1 year from the date of issue.

1.6 Prospectus

The Company proposes to issue the Prospectus for the purposes of re-complying with Chapters 1 and 2 of ASX Listing Rules and to raise up to $12,000,000 (referred to as the Capital Raising ).

The Company has entered into an agreement with BGF Equities Pty Ltd to act as lead manager to the Company ( BGF Agreement ) with respect to the proposed allotment and issue of up to 20,000,000 Shares at an issue price of 60 cents per Share with a free attaching Option to be issued to participating applicants, on a two Options for every five Shares purchased basis. It is a term of the BGF Agreement that in the event the Shares are trading below $0.60 per Share at the time immediately before the date of the issue of the Prospectus for the Capital Raising, the Company and BGF may resolve to negotiate a new price.

The Shares issued pursuant to the Capital Raising will have an issue price of $0.60 per Share (or a price to be agreed).

The Options to be issued to applications participating in the Capital Raising will be exercisable at $0.20 and will expire on 8 December 2012.

The Options issued pursuant to the Capital Raising will carry the same terms as the existing Company listed Options (ASX:PRAO), and Company will apply for these Options to be listed.

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1.7 Lead Manager Mandate

On 29 March 2011, the Company entered into a corporate mandate with BGF Equities Pty Ltd to act as lead manager to the Company with respect to the Capital Raising.

The Company has agreed to pay BGF Equities Pty Ltd the following:

• (a) a management fee of $50,000.00 (plus GST); and

• (b) 5% (plus GST) of all funds raised by with BGF Equities Pty Ltd pursuant to the Capital Raising (with BGF Equities Pty Ltd being responsible for passing on commissions to other brokers that assist with the raising the funds).

1.8

Summary of the Peruvian Project

The Peruvian Project is situated in the northern end of the gold and copper rich Western Cordillera in Peru.

The Licences comprise three to ten graticular blocks, equating to 18 sq km, and are located in the Otuzco district, about 42 km north-east of Trujillo City.

The Licences are relatively close to world class deposits Yanococha, held by Newmont Mining Corporation and Lagunas Norte and Pierina, held by Barrick Gold Corporation.

The geological model that best fits the mineralization present in the Licences is that of a possible high-sulfidation epithermal deposit on the surface, which should include an upper zone of ore oxidized with gold and a lower zone of primary sulphide ores of gold-copper (with enargite), while the deeper zones may be typical of porphyry mineralization, which could also host significant gold-copper mineralisation.

Since late 2008, Mineroil (one of the Vendors) has been carrying out exploration work consisting of geological mapping, rock sampling, trenching and geophysics (magnetometer and induced polarization-resistivity).

Tenure

Peru Minerals, a company incorporated under Peruvian laws, is the registered holder of the mining concessions comprising the Peruvian Project. Following the completion of the acquisition of all of the shares in the capital in of Peru Minerals the Company owns 100% of the issued capital stock of Peru Minerals.

Bacata and Victoadal licences

On 21 December 2010 the Company announced to the ASX that epithermal gold mineralisation over a strike length of 1.8 km within the Bacata and Victoadal licences had been identified within the Cerro Currunday prospect. The alteration and gold mineralisation is believed to extend into the neighbouring licence to the south for 1 km.

The Bacata and Victoadal licences have classic gold/copper porphyry system geology of tertiary age dioritemonzonite granite intrusions in Mesozoic marine sediments.

The Cerro Curunday prospect shows evidence of quartz veins, hydro thermal breccias and stockworks with advanced argillic and phyllic pervasive alteration

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haloes that correspond to the right environment for epithermal high sulphidation and porphyry style deposits.

Santa Rosita Licence

The Santa Rosita Licence is considered a strategic land holding being positioned to the south and east of Barrick Gold Corporation’s interest in the area at the northern end of the gold and copper rich Western Cordillera in the Peruvian Andes.

The Santa Rosita licence lies in a geological setting of sedimentary, volcanic and intrusive rocks of Jurassic (Mesozoic) age. The intrusive rocks are basic to acid in composition from diorite to grandiorite to monzonite. The sedimentary rocks forming the Chicama Formation comprise of a sequence of shale and sandstone, located within an epthermal metallogenic zone and the association of Calipuy volcanics and granitic intrusions highlight that significant potential exists for the discovery of a new epithermal gold deposit in the licence area.

The mineralisation within the Santa Rosita licence is associated with pyrite, chalcopyrite disseminated in veins of silica and gold in quartz veins with sulphides. In addition, other sulphide minerals and alteration include arsenopyrite, geothite and limonite. Further, macroscopic observation of the rock samples taken in the Santa Rosita license demonstrate the existence of hydrothermal alteration in the following order of abundance; propylitic, silica, argillic and potassic alteration.

Fluid inclusion work on the Santa Rosita licence has shown and supports the conclusion that the fracture filling within the Santa Rosita licence is the result of being in a porphyry system.

Exploration activities

A field campaign was commenced in late January 2011 on the Licenses holding the Cerro Curunday prospect (namely, Victoadal and Bacata). The work commenced includes further channel trench and rock chip samples. The work will take approximately 6 weeks and initial results are expected in April 2011.

A database of samples is being collected for the Santa Rosita licence.

The Company is currently formulating a strategy for the timing and nature of proposed exploration activities for the Peruvian Project including potentially undertaking an aggressive diamond drilling program on the Victoadal and Bacata licences.

Experts’ reports

The following experts’ reports were prepared for, and included in, the November Notice of Meting:

• (a) an Independent Expert's Report prepared by BDO Corporate Finance (WA) Pty Ltd which assesses whether the issue of the Vendor Shares and Vendor Options is fair and reasonable to the non-associated Shareholders of the Company; and

• (b) an Independent Technical Valuation of the Licences has been prepared by Malcolm Castle, Consulting Geologist, which contains information about each of the Licences.

These reports are available for inspection at the Company’s registered office.

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1.9 Risk factors

Shareholders should be aware that if the Resolution 1 is approved, the Company will change the nature of its activities to focus on its operations in Peru, which is subject to various risk factors.

The risk profile of the acquisition of Peru Minerals has previously been disclosed to Shareholders in the November Notice of Meeting and some of the material risk factors are set again below:

• (a) ( exploration and development ): by its nature, the exploration and development of a resource project is a high risk undertaking with no assurance of the economic exploitation of mineral resources;

• (b) ( resource exploration ): resource estimations are expressions of judgment which are imprecise;

• (c) ( commodity price volatility ): an adverse fall in the prices of commodities including gold or copper may adversely affect the development of the Licenses; and

• (d) ( operating risks in Peru ): the Licences are located at the northern end of Western Cordillera in Peru. Changes to Peru’s minerals exploration and development or investment policies and legislation or a shift in political attitude may adversely affect the Company’s operations and profitability.

• (e) ( environmental risks ): the Company will be subject to environmental laws and regulations in connection with operations it may pursue in the mining industry, which operations are currently in Peru. Further, the Company may require approval from the relevant authorities before it can undertake activities that are likely to impact the environment. Failure to obtain such approvals will prevent the Company from undertaking its desired activities.

• (f) ( general economic and political risks ): changes in the general economic and political climate in Peru, Australia and on a global basis could impact on economic growth, minerals prices, interest rate and the taxation and tariff laws which may affect the value and viability of any mineral mining activity that may be conducted by the Company.

• (g) ( funding ): the successful realisation of the Company’s plans will be dependent upon obtaining financing for any additional projects that the Company may wish to invest in.

The above is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

1.10 Escrow securities issued to the Vendor

The consideration issued to the Vendors upon completion of the Share Sale Agreement included the following securities:

• (a) 40,000,000 Shares ( Vendor Shares ); and

• (b) 20,000,000 options exercisable at $0.20 within 2 years of the issue date ( Vendor Options ) to the Vendors (on exercise of the Vendor Options the Company must issue 20,000,000 Shares and a new option will be issued for no consideration to the optionholder for each option exercised at the time

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of exercise, exercisable at a price of $0.20 within 1 year from the date of issue).

20,000,000 options exercisable at $0.20 within 2 years of the issue date were also issued by the Company to Caldwell in connection with completion of the Share Sale Agreement ( Caldwell Options ).

The Vendors and Caldwell have entered into restriction agreements in respect of the Vendor Shares, Vendor Options and Caldwell Options to hold them in escrow from a period of 12 months from the date of their issue.

1.11 Change to Board of Directors

The Share Sale Agreement provided that upon completion of the of the acquisition of Peru Minerals the Vendors will be entitled to appoint 2 members out of 4 directors to the board of the Company.

On 31 January 2011 the Company announced to ASX that upon completion of the acquisition of Peru Minerals it had appointed:

• (a) Mario Enrique Camacho Bolviar; and

(b) Alejandro Calderon Chatet.

The Company also announced the retirement of Mr John Pritchett and Dr Phillip Rodionoff effective 31 January 2011.

Details of the new persons to compose the Board now seeking re-election are outlined below.

Mr Mario Enrique Camacho Bolviar

Non Executive Director

Mr Bolivar qualified as a Mechanical Engineer in 1995 and has over 15 years experience in all aspects project engineering, including technical and administrative project coordination, engineering consulting, inspection, quality control and assurance.

He is based in Colombia and since February 2009 has been the President of Pegasus Group Colombia SA, in which role he is responsible for business analysis, defining strategic direction, approving application of resources, identifying and approving investment decisions, reviewing the Integrated Management System to ensure compliance with legal and financial obligations of the business, and overseeing its policies and strategic objectives.

Mr Bolivar brings to the board a wealth of practical and technical engineering expertise together with administrative and management skills.

Mr Alejandro Calderon Chatet

Non Executive Director

Having completed courses in Business Economics at Université Montesquieu de Bordeaux IV in Bordeaux, France (1998 – 2003), a graduate coursework degree in Business-Economics at the University of California Santa Barbara (2002-2003), and a Masters degree in Management and Finance from Harvard University (2005-2006), Alejandro brings to the board extensive skills as a results oriented professional with broad international experience in management, business development and financial analysis.

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He has had senior management roles with companies in South America involved in coal trading and the supply to domestic and international markets, the production of bio-fuels and crude oil derivatives and an investment firm targetting emerging markets in the oil, energy and mining sectors.

In his various roles, Alejandro has demonstrated leadership, analytical and organizational skills in challenging environments where dynamics change frequently and which often require rapid assessment of strategy and redeployment of resources.

Based in Colombia, Alejandro is fluent in English, French and Spanish and is also proficient in Italian.

1.12 Proposed use of funds

The Company intends to issue a prospectus to raise up to $12,000,000 to fund its business objectives, in particular the proposed exploration activity for the Peruvian Project.

It is intended to apply the funds raised as follows (assuming $12,000,000 is raised)

Item	A$
Road construction – Victoadal and Bacata Licences	550,000
Camp and accommodation construction – Victoadal and Bacata Licences	250,000
Further licence application costs and expenses	500,000
Drilling – Victoadal and Bacata Licences	7,950,000
Exploration - Santa Rosita Licence	100,000
Expenses of the Capital Raising (including broking commissions)	750,000
Unallocated working capital	1,900,000
Total	12,000,000

The above table is a statement of current intentions as of the issue of this Notice of Meeting. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the ultimate way funds will be applied. The Board reserves the right to alter the way funds are applied on this basis.

1.13 Directors’ Recommendation

The Directors consider that the change in the nature of the activities of the Company represents an opportunity for the Company focus on prospective gold, copper and associated minerals Licences offering Shareholders exposure to the potential of Peru Minerals’ gold and copper mining and exploration assets.

For the above reasons, the Directors of the Company consider that the transactions the subject of the Resolutions are in the best interests of the Company and recommend that Shareholders vote in favour of all Resolutions. The current Directors

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have agreed to put the Resolutions to Shareholders and have approved the information contained in this Explanatory Statement.

Each of the current Directors intends to vote their Shares in favour of each of the Resolutions.

1.14 Conditionality of Resolutions

Resolution 1 is conditional upon Resolution 4 being passed, so that it will not have effect unless and until Resolution 4 is passed.

Resolution 4 is conditional upon Resolution 1 being passed, so that it will not have effect unless and until Resolution 1 is passed.

2. RESOLUTION 1 – CHANGE TO NATURE OF ACTIVITIES

2.1 General

Resolution 1 seeks approval from Shareholders for a change to the nature of the activities of the Company to focus on the project in Peru.

As outlined in Section 1.2 of this Explanatory Statement, the Company has completed the acquisition of Peru Minerals pursuant to the Share Sale Agreement.

Detailed descriptions of Peruvian Project and risk factors associated with the project are set out in Section 1.8 and 1.9 above. This information is considered material to Shareholders and Shareholders are advised to read this information carefully.

2.2 Technical information required by ASX Listing Rule 11.1

ASX Listing Rule 11.1 provides that where an entity proposes to make a significant change, either directly or indirectly, to the nature of its activities, it must provide full details to ASX as soon as practicable and comply with the following:

• (a) provide to ASX information regarding the change and its effect on future potential earnings, and any information that ASX asks for;

• (b) if ASX requires, obtain the approval of holders of its shares and any requirements of ASX in relation to the notice of meeting; and

• (c) if ASX requires, meet the requirements of Chapters 1 and 2 of ASX Listing Rules as if the company were applying for admission to the official list of ASX.

ASX has indicated to the Company that given the change in the nature of the Company’s activities, ASX requires the Company to obtain Shareholder approval for the purposes of ASX Listing Rule 11.1.2.

3. RESOLUTIONS 2 AND 3 – RE-ELECTION OF DIRECTOR– MARIO ENRIQUE CAMACHO BOLVIAR AND ALEJANDRO CALDERON CHATET

Clause 13.4 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election.

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Mario Enrique Camacho Bolviar and Alejandro Calderon Chatet will retire in accordance with clause 13.4 of the Constitution and being eligible seek re-election.

4. RESOLUTION 4 – CAPITAL RAISING

4.1 General

Resolution 4 seeks Shareholder approval pursuant to the Capital Raising for the allotment and issue of up Shares and Options to raise up to approximately $12,000,000, in accordance with the BGF Agreement if the issue prices at an issue price of $0.60 per Share the allotment and issue of up to 20,000,000 Shares and 8,000,000 free attaching Options at an exercise price of $0.20 exercisable on or before 8 December 2012 pursuant to a prospectus to be issued by the Company for the proposal for recompliance with Chapters 1 and 2 of the Listing Rules.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of ordinary securities in the same class on issue at the commencement of that 12 month period.

The effect of Resolution 4 will be to allow the Directors to issue the Shares and Options pursuant to the Capital Raising during the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s annual 15% placement capacity.

4.2

Technical Information Required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Capital Raising:

• (a) the maximum number of Securities to be issued to raise up to approximately $12,000,000, on the basis the issue price is $0.60 this will involve the issue of up to 20,000,000 Shares and 8,000,000 Options;

• (b) the Shares and Options will be issued and allotted no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the issue price of the Shares (being issued on the same terms and conditions as the Company’s existing Shares) will be not less than 80% of the average market price for the Shares calculated over the last 5 days on which sales in the Shares were recorded before the day on which the issue was made or, if there is a prospectus relating to the issue, over the last 5 days on which sales in the Shares were recorded before the date the prospectus. The Company expects the issue price of the Shares to be $0.60 per Share as set out in the BGF Agreement, whereby BGF has agreed to complete the Capital Raising, on a best endeavours basis, by the issue of Shares at an issue price of $0.60 per Share. It is a term of the BGF Agreement that in the event the Shares are trading below $0.60 per Share at the time immediately before the date of the issue of the Prospectus for the Capital Raising, the Company and BGF may resolve to negotiate a new price;

• (d) the Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

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• (e) the Options will be issued on the same terms and conditions as the Company’s existing listed Options (ASX:PRAO);

• (f) the Directors will determine to whom the Shares will be issued, who are unknown as at the date of this Notice of Meeting but these persons will not be related parties of the Company; and

• (g) the Company intends to use the amounts raised from the Capital Raising to fund the development of the Peru Minerals assets as set out in more detail at section 1.12 of this Notice of Meeting.

5. ENQUIRIES

Shareholders are requested to contact Phil Re on (+ 61 8) 9388 9744 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

BGF Agreement means the agreement between BGF Equities Pty Ltd to act as lead manager to the Company as described in Section 1.6 of this Notice.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Capital Raising means the proposed capital raising from the general public of up to $12,000,000 under the Prospectus.

Company means Promesa Limited (ACN 124 541 566).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

General Meeting or Meeting means the meeting convened by the Notice.

Notice or Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Prospectus means the prospectus to be issued by the Company for the purposes of the Capital Raising.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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ANNEXURE A – PRO FORMA BALANCE SHEET

Set out below is an unaudited consolidated balance sheet of the Company as at 31 January 2011 along with a pro-forma consolidated balance sheet.

Current Assets Cash and cash equivalents Other assets Non Current Assets Exploration expenditure Financial asset TOTAL NON CURRENT ASSETS TOTAL ASSETS Current Liabilities Trade and other payables TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued Capital Option reserve Accumulated losses TOTAL EQUITY	Reviewed Actual 31 January 2011 2,287,298 63,504 2,350,802 2,276,132 19,202,000 21,478,132 23,828,934 141,257 141,257 141,257 23,687,677 17,448,521 8,367,917 (2,128,761) 23,687,677	Reviewed Pro forma 31 January 2011 13,579,860 21,275
		13,601,135
		2,280,473 2,000
		2,282,473
		15,883,608
		143,068
		143,068
		143,068
		15,740,540
		11,256,696 - 4,483,844
		15,740,540

Notes:

The above balance sheet assumes the following:

• (a) the issue of 20,000,000 Shares at an issue price of 60 cents each pursuant to the Capital Raising to raise a minimum of $12,000,000;

• (b) the completion of the Sale and Purchase Agreement for the Peruvian Project;

• (c) the payment of expenses of the Prospectus totalling an estimated $750,000 (GST inclusive); and

• (d) accounting entries in relation to the acquisition of Peru Minerals and reverse acquisition entries as a result of acquiring Peru Minerals.

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PROXY FORM

APPOINTMENT OF PROXY PROMESA LIMITED ACN 124 541 566

GENERAL MEETING

I/We

of

==> picture [425 x 50] intentionally omitted <==

being a member of Promesa limited ACN 124 541 566 entitled to attend and vote at the General Meeting, hereby

Appoint

Name of proxy

OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’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 10:00AM (WST), on 19 May 2011 at The Board Room, Parkinson Chartered Accountants, Level 1, 322 Hay Street, SUBIACO WA 6008, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

If the Chair of the General 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 Resolution 1 and 4 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1 and 4 and that votes cast by the Chair of the General Meeting for Resolutions 1 and 4 other than as proxy holder will be disregarded because of that interest. 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 Resolutions 1 and 4 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 and 4.

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Change to nature of activities Resolution 2 – Re-election of director – Mario Enrique Camacho Bolviar Resolution 3 – Re-election of director – Alejandro Calderon Chatet Resolution 4 – Capital raising

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will 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

%

Signature of Member(s): Date: ____

Individual or Member 1

Sole Director/Company Secretary

Member 2 Member 3 Director Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): _________

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PROMESA LIMITED ACN 124 541 566

Instructions for Completing ‘Appointment of Proxy’ Form

1.

( Appointing a Proxy ): A member entitled to attend and vote at the General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

2.

( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

3.

( Signing Instructions ):

• ( Individual ): Where the holding is in one name, the member must sign.

• ( Joint Holding ): Where the holding is in more than one name, all of the members should sign.

• ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, 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, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Promesa Limited, Level 1, 322 Hay Street, Subiaco WA 6008; or

• (b) facsimile to the Company on facsimile number +61 8 9388 9755.

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy forms received later than this time will be invalid.

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