UNION STAR METALS LTD — Proxy Solicitation & Information Statement 2013

Feb 21, 2013

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PROMESA LIMITED

ACN 124 541 466

NOTICE OF GENERAL MEETING

TIME: 10.00 am WST DATE: 25 March 2013 PLACE: Level 2 6 Kings Park Road West Perth WA 6005

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) 6380 2555.

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CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolutions)	4 – 5
Explanatory Statement (explaining the proposed resolutions)	6 – 11
Glossary	12 – 13
Schedules 1- 4	14-21
Proxy Form	Enclosed
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 25 March 2013 at:

Level 2 6 Kings Park Road West Perth WA 6005

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 10.00 am (WST) on 23 March 2013.

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.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be

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aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB (1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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NOTICE OF GENERAL MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – SHARES ISSUED UNDER LISTING RULE 7.1

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 allotment and issue of 15,900,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue 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 – RATIFICATION OF PRIOR ISSUE – SHARES ISSUED UNDER LISTING RULE 7.1A

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 allotment and issue of 10,600,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue 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.

3. RESOLUTION 3 - ISSUE OF CLASS A, B AND C EMPLOYEE OPTIONS

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is hereby for the Company to allot and issue 750,000 Class A Employee Options, 750,000 Class B Employee Options and 750,000 Class B Employee Options to Mr Dean De Largie (or his nominee) in consideration for services performed on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Dean De Largie or his nominee, 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.

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4. RESOLUTION 4 – PLACEMENT – SHARES TO RM RESEARCH

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 700,000 Shares to RM Research on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by RM Research or its nominee, 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.

5. RESOLUTION 5 – FUTURE SHARE PLACEMENTS – 20,000,000 SHARES

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 20,000,000 Shares in the Company 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 might 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.

6. RESOLUTION 6 – FUTURE OPTION PLACEMENTS -30,000,000 SERVICE OPTIONS

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 30,000,000 Service Options in the Company 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 might 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.

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DATED: 22 FEBRUARY 2013

BY ORDER OF THE BOARD

PROMESA LIMITED MR 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 10.00 am WST on 25 March 2013 at Level 2, 6 Kings Park Road, West Perth, Western Australia.

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. CAPITAL RAISING

On 19 December 2012, the Company completed a placement to sophisticated and professional investors to raise $1,325,000 to be use to fund the proposed exploration program on some of the Company’s projects in Peru (Capital Raising). This issue was made pursuant to the Company’s placement capacity under Listing Rule 7.1 and Listing Rule 7.1A.

2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE – SHARES ISSUED UNDER LISTING RULE 7.1

2.1 General

As part of the Capital Raising the Company issued 15,900,000 Shares at an issue price of $0.05 per Share to raise $795,000. This issue was made pursuant to the Company’s placement capacity under Listing Rule 7.1.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares (First Ratification).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

2.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the First Ratification:

• (a) 15,900,000 Shares were allotted;

• (b) the issue price was $0.05 per Share;

• (c) the Shares issued were all 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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• (d) the Shares were allotted and issued to sophisticated and professional investors from a number of brokers None of these subscribers are related parties of the Company; and

• (e) the funds raised from this issue were used for the exploration program at the Alumbre/Magdalena and Quinual prospects located within the Company’s projects in Peru.

• RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – SHARES ISSUED UNDER LISTING RULE 7.1A

3.1 General

As part of the Capital Raising, the Company issued 10,600,000 Shares at an issue price of $0.05 per Share to raise $530,000. This issue was made pursuant to the Company’s placement capacity under Listing Rule 7.1A, for which Shareholder approval was obtained at the Company’s last annual general meeting of Shareholders on 26 November 2012.

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares (Second Ratification).

ASX Listing Rule 7.1A allows the Company to issue equity securities up to 10% of the Company’s fully paid ordinary securities on issue (10% Placement Capacity) during the period up to 12 months after its annual general meeting where the 10% Placement Capacity was approved, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1A. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1A (and provided that the previous issue did not breach ASX Listing Rule 7.1A) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1A.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 10% Placement Capacity set out in ASX Listing Rule 7.1A (in addition to the 15% annual placement capacity set out in ASX Listing Rule 7.1) without the requirement to obtain prior Shareholder approval.

3.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Second Ratification:

• (a) 10,600,000 Shares were allotted;

• (b) the issue price was $0.05 per Share;

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

• (d) the Shares were allotted and issued to sophisticated and professional investors from a number of brokers. None of these subscribers are related parties of the Company; and

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• (e) the funds raised from this issue were used for the exploration program at the Alumbre/Magdalena and Quinual prospects located within the Company’s projects in Peru.

4. RESOLUTION 3 - ISSUE OF CLASS A, B AND C EMPLOYEE OPTIONS

4.1 General

The Company entered into an executive services agreement with Mr Dean De Largie for him to serve as the country and exploration manager for the Company (Executive Services Agreement)

Resolution 3 seeks Shareholder approval for the allotment and issue of:

• (a) 750,000 Class A Employee Options;

• (b) 750,000 Class B Employee Options; and

• (c) 750,000 Class C Employee Options to the Mr Dean De Largie,

(together, Employee Options) as part of an incentive to provide ongoing services and commitment to the Company.

A summary of ASX Listing Rule 7.1 is set out in section 2.1 of this Explanatory Statement.

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

4.2 Technical Information Required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Employee Options:

• (a) the maximum number of Options to be issued pursuant to Resolution 3 is:

• (i) 750,000 Class A Employee Options;

• (ii) 750,000 Class B Employee Options; and

• (iii) 750,000 Class C Employee Options;

• (b) the Employee Options will be issued 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 the ASX listing Rules) and it is intended that allotment will occur on the same date;

• (c) the Options will be issued for nil cash consideration in satisfaction of services provided by Mr Dean De Largie

• (d) the Employee Options will be allotted and issued to Dean De Largie or his nominee pursuant to the Executive Service Agreement, who is not a related party of the Company;

• (e) the terms and conditions of the Class A Employee Options, Class B Employee Options and Class C Employee Options are set out in the Schedules 1, 2 and 3, respectively; and

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• (f) no funds will be raised from the allotment and issue of these Options as the Options are being issues in consideration for the services to be provided by Mr Dean De Largie as part of an incentive to provide ongoing services and commitment to the Company.

5. RESOLUTION 4 – PLACEMENT – SHARES TO RM RESEARCH

5.1 General

Resolution 4 seeks Shareholder approval for the allotment and issue of up to 700,000 Shares (RM Research Shares) in consideration for research reports and marketing services provided by RM Research.

A summary of ASX Listing Rule 7.1 is set out in section 2.1 of this Explanatory Statement above.

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

5.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the RM Research Shares:

• (a) the maximum number of Shares to be issued is 700,000;

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

• (b) the deemed issue price will be $0.05 per Share and the Shares will be issued for nil cash consideration in satisfaction of research and marketing services provided by RM Research;

• (c) the Shares will be allotted and issued to RM Research , who is not a related party of the Company;

• (d) the Shares issued 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; and

• (e) no funds will be raised from the issue of the RM Research Shares as the Shares are being issued in consideration for research and marketing services provided by RM Research.

6. RESOLUTION 5 – FUTURE SHARE PLACEMENTS – 20,000,000 SHARES

6.1 General

Resolution 5 seeks Shareholder approval for the allotment and issue of up to 20,000,000 Shares under Future Share Placements, the terms, and conditions of which are yet to be confirmed (Future Share Placements).

A summary of ASX Listing Rule 7.1 is set out in section 2.1 of this Explanatory Statement above.

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The effect of Resolution 5 will be to allow the Company to issue the Shares pursuant to the Future Share Placements during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

6.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Future Share Placements:

• (a) the maximum number of Shares to be issued is 20,000,000;

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

• (c) the issue price will be not less than 80% of the average market price for Shares calculated over the 5 days on which sales in the Shares are recorded before the day on which the issue is made or, if there is a prospectus, over the last 5 days on which sales in the securities were recorded before the date the prospectus is signed;

• (d) the Shares will be allotted and issued to professional and sophisticated investors, the Directors will determine to whom the Shares will be issued but these persons will not be related parties of the Company;

• (e) the Shares issued 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; and

• (f) the Company intends to use the funds raised from the Future Share Placements towards exploration program at the Alumbre/Magdalena and Quinual prospects located within the Company’s projects in Peru and general working capital.

7. RESOLUTION 6 – FUTURE OPTION PLACEMENTS – 30,000,000 SERVICE OPTIONS

7.1 General

Resolution 6 seeks Shareholder approval for the allotment and issue of up to 30,000,000 Service Options under Future Option Placements, the terms and conditions of which are yet to be confirmed (Future Option Placements).

A summary of ASX Listing Rule 7.1 is set out in section 2.1 of this Explanatory Statement above.

The effect of Resolution 6 will be to allow the Company to issue the Service Options pursuant to the Future Option Placements during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

7.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Future Option Placements:

(a) the maximum number of Service Options to be issued is 30,000,000;

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

• (c) the Service Options will be issued for nil cash consideration in satisfaction for various services provided to the Company by various third party providers;

• (d) the Service Options will be issued for nil cash consideration. It is proposed that the Service Options are to be issued in full or in part satisfaction for various services which may be provided to the Company by various unknown third party providers. The Company has not yet identified the third party service providers but wishes to have the flexibility to satisfy its future payment obligations through the issue of Service Options;

• (e) the Service Options will be issued on the term and conditions set out in Schedule 4; and:

• (f) no funds will be raised from the Future Option Placements as the Service Options are being issued in consideration for services provided various third party providers to the Company and the Company intend to issue the Service Options for its services in an effort to conserve cash.

8. ENQUIRIES

Shareholders are required to contact Mr Philip Re on (+ 61 8) 6380 2555 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

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

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

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 has the meaning given to that term in section 2.1 of the Explanatory Statement.

Class A Employee Options means Options issued on the terms set out in Schedule 1.

Class B Employee Options means Options issued on the terms set out in Schedule 2.

Class C Employee Options means Options issued on the terms set out in Schedule 3.

Company means Promesa Limited (ACN124 541 466).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current Directors of the Company.

Employee Option has the meaning given to that term in section 4.1 of the Explanatory Statement.

Executive Services Agreement has the meaning given to that term in section 4.1 of the Explanatory Statement.

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

First Ratification has the meaning given to that term in section 2.1 of the Explanatory Statement.

Future Option Placements has the meaning given to that term in section 7.1 of the Explanatory Statement.

Future Share Placements has the meaning given to that term in section 6.1 of the Explanatory Statement.

Notice of Meeting means this notice of General Meeting including the Explanatory Statement.

Option means an option to acquire a Share.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

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

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RM Research means RM Research Pty Ltd (ACN 107 920 936).

RM Research Shares has the meaning given to that term in section 5.1 of the Explanatory Statement.

Second Ratification has the meaning given to that term in section 3.1 of the Explanatory Statement.

Service Options means Options issued on the terms set out in Schedule 4

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

Shareholder means a holder of a Share.

10% Placement Capacity has the meaning given in section 3.1 of this Notice.

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

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SCHEDULE 1 – CLASS A EMPLOYEE OPTIONS

The Class A Employee Options entitles the holder (Optionholder) to subscribe for Shares on the following terms and conditions:

• (a) Each Class A Employee Option gives the Optionholder the right to subscribe for one Share.

• (b) The Class A Employee Options will vest on the date of issue of the Class A Employee Options to the Executive (Vesting Date).

• (c) The Class A Employee Options will expire at 5.00pm (WST) on the date which is two years after the Class A Employee Options are issued (Expiry Date). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (d) The amount payable upon exercise of each Class A Option will be $0.15 (Exercise Price).

• (e) The Class A Employee Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 10,000 must be exercised on each occasion.

• (f) An Optionholder may exercise their Class A Employee Options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of Class A Employee Options specifying the number of Class A Employee Options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Class A Employee Options being exercised,

(Exercise Notice).

• (g) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (h) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Class A Employee Options specified in the Exercise Notice.

• (i) The Class A Employee Options are not transferable.

• (j) All Shares allotted upon the exercise of Class A Employee Options will upon allotment rank pari passu in all respects with other Shares.

• (k) The Company will not apply for quotation of the Class A Employee Options on ASX. However, The Company will apply for quotation of all Shares allotted pursuant to the exercise of Class A Employee Options on ASX within 10 Business Days after the date of allotment of those Shares.

• (l) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (m) There are no participating rights or entitlements inherent in the Class A Employee Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Class A Employee Options.

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However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Class A Employee Options prior to the date for determining entitlements to participate in any such issue.

• (n) A Class A Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Class A Option can be exercised.

• (o) Subject to the discretion of the Board of the Company, if:

• (i) the Executive terminate the Engagement; or

• (ii) the Executive‘s engagement is terminated with cause by the Company.

Any outstanding Class A Employee Options which have not been exercised will immediately lapse and have no further force or effect

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SCHEDULE 2 – CLASS B EMPLOYEE OPTIONS

The Class B Employee Options entitle the holder (Optionholder) to subscribe for Shares on the following terms and conditions:

• (a) Each Class B Option gives the Optionholder the right to subscribe for one Share.

• (b) The Class B Employee Options will vest on the date of issue of the Class B Employee Options to the executive (Vesting Date).

• (c) The Class B Employee Options will expire at 5.00pm (WST) on the date which is two years after the Class B Employee Options are issued (Expiry Date). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (d) The amount payable upon exercise of each Class B Option will be $0.20 (Exercise Price).

• (e) The Class B Employee Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 10,000 must be exercised on each occasion.

• (f) An Optionholder may exercise their Class B Employee Options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of Class B Employee Options specifying the number of Class B Employee Options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Class B Employee Options being exercised,

(Exercise Notice).

• (g) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (h) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Class B Employee Options specified in the Exercise Notice.

• (i) The Class B Employee Options are not transferable.

• (j) All Shares allotted upon the exercise of Class B Employee Options will upon allotment rank pari passu in all respects with other Shares.

• (k) The Company will not apply for quotation of the Class B Employee Options on ASX. However, The Company will apply for quotation of all Shares allotted pursuant to the exercise of Class B Employee Options on ASX within 10 Business Days after the date of allotment of those Shares.

• (l) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (m) There are no participating rights or entitlements inherent in the Class B Employee Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Class B Employee Options. However, the Company will ensure that for the purposes of determining

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entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Class B Employee Options prior to the date for determining entitlements to participate in any such issue.

• (n) A Class B Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Class B Option can be exercised.

• (o) Subject to the discretion of the Board of the Company, if:

• (iii) the Executive terminate the Engagement; or

• (iv) the Executive‘s engagement is terminated with cause by the Company.

Any outstanding Class B Employee Options which have not been exercised will immediately lapse and have no further force or effect

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SCHEDULE 3 – CLASS C EMPLOYEE OPTIONS

The Class C Employee Options entitle the holder (Optionholder) to subscribe for Shares on the following terms and conditions:

• (a) Each Class C Option gives the Optionholder the right to subscribe for one Share.

• (b) The Class C Employee Options will vest on the date of issue of the Class C Employee Options to the Executive (Vesting Date).

• (c) The Class C Employee Options will expire at 5.00pm (WST) on the date which is two years after the Vesting Date (Expiry Date). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (d) The amount payable upon exercise of each Class C Option will be $0.25 (Exercise Price).

• (e) The Class C Employee Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 10,000 must be exercised on each occasion.

• (f) An Optionholder may exercise their Class C Employee Options by lodging with the Company, before the Expiry Date:

• (v) a written notice of exercise of Class C Employee Options specifying the number of Class C Employee Options being exercised; and

• (vi) a cheque or electronic funds transfer for the Exercise Price for the number of Class C Employee Options being exercised;,

(Exercise Notice).

• (g) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (h) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Class C Employee Options specified in the Exercise Notice.

• (i) The Class C Employee Options are not transferable.

• (j) All Shares allotted upon the exercise of Class C Employee Options will upon allotment rank pari passu in all respects with other Shares.

• (k) The Company will not apply for quotation of the Class C Employee Options on ASX. However, The Company will apply for quotation of all Shares allotted pursuant to the exercise of Class C Employee Options on ASX within 10 Business Days after the date of allotment of those Shares.

• (l) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (m) There are no participating rights or entitlements inherent in the Class C Employee Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Class C Employee Options. However, the Company will ensure that for the purposes of determining

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entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Class C Employee Options prior to the date for determining entitlements to participate in any such issue.

• (n) A Class C Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Class C Option can be exercised.

• (o) Subject to the discretion of the Board of the Company, if:

• (vii) the Executive terminate the Engagement; or

• (viii) the Executive‘s engagement is terminated with cause by the Company.

Any outstanding Class C Employee Options which have not been exercised will immediately lapse and have no further force or effect

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SCHEDULE 4 – SERVICE OPTIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.10 (Exercise Price)

(c) Expiry Date

Each Option will expire at 5.00pm (WST) on the date which is 12 months from the date of issue of the Options (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

• (i) the Exercise Date; and

• (ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

• (iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act

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and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(iv) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation 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 without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Unquoted

The Company will not apply for quotation of the Options on ASX.

(n) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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PROXY FORM

APPOINTMENT OF PROXY PROMESA LIMITED ACN 124 541 466

GENERAL MEETING

I/We of

being a Shareholder entitled to attend and vote at the Meeting, hereby

appoint

Name of proxy

OR the Chair of the Meeting as my/our proxy

or failing the person so named or, if no person is named, the Chair of the Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 10.00 am WST on 25 March 2013 at Level 2, 6 Kings Park Road, West Perth, WA 6005 and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote Voting on Business of the Meeting

Voting on the business of the Meeting	FOR AGAINST	FOR AGAINST	FOR AGAINST	FOR AGAINST	FOR AGAINST	ABSTAIN	ABSTAIN	ABSTAIN
Resolution 1 –Ratification of prior issue – Shares issued under listing rule 7.1
Resolution 2 – Ratification of prior issue – Shares issued under listing rule 7.1A
Resolution 3 – Issue of Class A, B, and C Employee Options
Resolution 4 – Placement – Shares to RM Research
Resolution 5 – Future Share Placement – 20,000,000 Shares
Resolution 6 – Future Option Placement – 30,000,000 Service Options

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 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): _________

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PROMESA LIMITED ACN 124 541 466

Instructions for Completing ‘Appointment of Proxy’ Form

1.

2.

(Appointing a Proxy): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

(Direction to Vote): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

(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 must 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. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.

• (Attending the Meeting): 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 member is suspended while the Shareholder is present at the 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, PO Box 2138 SUBIACO WA 6904; or

• (b) facsimile to the Company on facsimile number (+61 8) 9381 1122; or

• (c) email the Company at pre@regencypartners.com.au

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

Proxy forms received later than this time will be invalid.

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