WEST WITS MINING LIMITED — Proxy Solicitation & Information Statement 2013

Apr 2, 2013

WEST WITS MINING LIMITED

[ACN 124 894 060]

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of West Wits Mining Limited ("the Company" or "West Wits") will be held at Giorgio’s Function Room, 1235 High Street, Armadale on Friday 3 May 2013 at 10.30am (Melbourne, Victoria time).

Further details in respect of each of the resolutions proposed in this Notice of General Meeting are set out in the Explanatory Memorandum accompanying this Notice of General Meeting. The details of the resolutions contained in the Explanatory Memorandum should be read together with, and form part of, this Notice of General Meeting.

BUSINESS

RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES – MR TIM CHAPMAN

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

“THAT for the purposes of ASX Listing Rule 7.4 shareholders ratify the prior issue of 2,777,778 ordinary shares at an issue price of 1.8 cents ($0.018) to Mr Tim Chapman (or his nominee) , as described in the Explanatory Memorandum which accompanied and forms part of this Notice of General Meeting.”

Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by:

• Mr Tim Chapman; or

• an associate of Mr Chapman; or

• as an undirected proxy by a Restricted Voter.

However, the Company need not disregard a vote on this Resolution if:

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

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

RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES – MR TREVOR NEALE

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

“THAT for the purposes of ASX Listing Rule 7.4 shareholders ratify the prior issue of 2,777,778 ordinary shares at an issue price of 1.8 cents ($0.018) to Mr Trevor Neale (or his nominee), as described in the Explanatory Memorandum which accompanied and forms part of this Notice of General Meeting .”

Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by:

• Mr Trevor Neale; or

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• an associate of Mr Neale; or

• as an undirected proxy by a Restricted Voter.

However, the Company need not disregard a vote on this Resolution if:

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

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

RESOLUTION 3 – APPROVAL FOR ISSUE OF SHARES TO DIRECTOR – MR MICHAEL QUINERT

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

“THAT for the purposes of ASX Listing Rule 10.11 shareholders approve the issue of 8,333,333 ordinary shares at an issue price of 1.8 cents ($0.018) to Mr Michael Quinert (or his nominee), a director of the Company, as described in the Explanatory Memorandum which accompanied and forms part of this Notice of General Meeting.”

Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by:

• Mr Michael Quinert; or

• an associate of Mr Quinert; or

• as an undirected proxy by a Restricted Voter.

However, the Company need not disregard a vote on this Resolution if:

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

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

RESOLUTION 4 – APPROVAL FOR ISSUE OF SHARES TO DIRECTOR – MR VINCENT SAVAGE

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

“THAT for the purposes of ASX Listing Rule 10.11 shareholders approve the issue of 8,333,333 ordinary shares at an issue price of 1.8 cents ($0.018) to Mr Vincent Savage (or his nominee), a director of the Company, as described in the Explanatory Memorandum which accompanied and forms part of this Notice of General Meeting."

Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by:

• Mr Vincent Savage; or

• an associate of Mr Savage; or

• as an undirected proxy by a Restricted Voter.

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However, the Company need not disregard a vote on this Resolution if:

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

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

Additional Voting Note to Resolutions 1 – 4

If you appoint the person chairing the meeting as your proxy and you are not a Restricted Voter, by marking the box on, and submitting the Proxy Form you authorise the Chair to exercise the proxy even though Resolutions 1 – 4 are connected directly or indirectly with the remuneration of members of the Company’s key management personnel, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolutions 1 – 4. If you have appointed the Chair as your proxy he or she can only cast your votes on Resolutions 1 – 4 if you expressly authorise him or her to do so by marking the box on the proxy form or if you direct the Chair how to vote by marking either ‘for’, ‘against’ or ‘abstain’ for each of those items of business.

Dated: 28 March 2013

By the order of the Board

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Michael Quinert Chairman

The accompanying Explanatory Memorandum and the Proxy and Voting Instructions form part of this Notice of General Meeting

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PROXY AND VOTING INSTRUCTIONS

Proxy Instructions

How the Chair Will Vote Undirected Proxies

A member who is entitled to vote at a meeting may appoint:

• (a) one proxy if the member is only entitled to one vote; and

• (b) one or two proxies if the member is entitled to more than one vote.

Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the member’s voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes in which case any fraction of votes will be disregarded.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be lodged at the registered office of the Company or sent by facsimile transmission to the Company's registered office on (03) 9822 7735 not less than 48 hours before the time for holding the Meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

The proxy form must be signed by the member or his/her attorney duly authorised in writing or, if the member is a corporation, in a manner permitted by the Corporations Act. A proxy given by a foreign corporation must be executed in accordance with the laws of that corporation’s place of incorporation.

The proxy may, but need not, be a member of the Company.

A proxy form is attached to this Notice.

Corporate Representatives

Any corporation which is a member of the Company may authorise (by certificate under common seal or other form of execution authorised by the laws of that corporation’s place of incorporation, or in any other manner satisfactory to the chairperson of the Meeting) a natural person to act as its representative at any general meeting.

The person chairing the meeting (the Chair) will vote undirected proxies on, and in favour of, all of the proposed resolutions. However, any undirected proxies held by the Chair of the meeting will not be voted on Resolutions 1 – 4 unless the express consent of the shareholder is given by proxy appointment.

Voting Entitlement

For the purposes of the Corporations Act and Corporations Regulations shareholders entered on the Company’s Register of Members as at 7.00pm on Wednesday 1 May 2013 (Melbourne, Victoria time) are entitled to attend and vote at the meeting.

On a poll, members have one vote for every fully paid ordinary share held. Holders of options are not entitled to vote.

Proxies that are Undirected on Resolutions 1 – 4

If you appoint the Chair of the meeting as your proxy (or if he or she may be appointed by default) and do not either (a) direct him or her how to vote on Resolutions 1 – 4; or (b) provide your express consent to the Chair voting your undirected proxy on Resolutions 1 – 4; he or she will not vote your proxy on those items of business. Accordingly, if you appoint the Chair of the meeting as your proxy (or if he or she may be appointed by default) and you want your shares to be voted on that item of business, you should either (a) direct him or her how to vote on Resolutions 1 – 4; or (b) tick the box on the proxy form to confirm your consent to the Chair voting your undirected proxy on Resolutions 1 – 4.

Other directors of the Company, any other of its key management personnel or any of their closely related parties will not be able to vote undirected proxies held by them on Resolutions 1 – 4. Key management personnel of the Company comprise the directors of the Company and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly.

The Remuneration Report identifies key management personnel for the year ending 30 June 2012. Their closely related parties are defined in the Corporations Act 2001 (Cth) and include specified family members, dependents and companies they control.

WEST WITS MINING LIMITED

[ACN 124 894 060]

("the Company")

EXPLANATORY MEMORANDUM

This Explanatory Memorandum (“this Memorandum”) accompanies and forms part of the Company’s Notice of General Meeting to be held at Giorgio’s Function Room, 1235 High Street, Armadale on Friday 3 May 2013 at 10.30am (Melbourne, Victoria time). The Notice of General Meeting incorporates, and should be read together with, this Memorandum.

BACKGROUND

In early 2011 it was considered that the then limited activities of the Company did not warrant or justify the appointment of a managing director or chief executive officer and the associated cost. Executive functions were assumed by the Chairman, Mr Michael Quinert and a non‐executive director, Mr Vincent Savage. Mr Tim Chapman (General Manager – Corporate) and Mr Trevor Neale (Chief Geologist) were also involved in the management of the Company. The remuneration set at that time reflected the then anticipated activities of the Company and the relatively limited amount of involvement that would be required of these individuals to fulfil essentially supervisory rather than direct hands‐on roles.

Over the following two years the requirements of the Company increased substantially. As a result, a greater level and range of services and devotion of more time to the needs of the Company were required.

In early 2012 the Company sought to commence its program to develop the Derewo River Gold Project in Papua Province Indonesia, however was unable to do so due to site access being prevented by illegal artisanal mining groups. The Company’s restricted access to Derewo meant that its anticipated commencement of alluvial mining by the end of the first quarter of 2012 could not be achieved. As a result, the Company faced a shortage of working capital. This necessitated the acceleration of the Company’s plans to sell its Randfontein assets in South Africa. Negotiation and settlement of this transaction was the primary responsibility of Mr Quinert who was assisted by Mr Chapman. Finalisation of the sale of the Randfontein assets took over 9 months. The funds raised by the sale of the Randfontein assets were vital in enabling the Company to progress with its project at Derewo and to ensure the ongoing access to working capital.

Regaining access at Derewo occurred in late 2012 and was the result of a broad and significant program of interaction with Indonesian government at all levels, primarily facilitated by Mr Savage with the assistance of Mr Neale. This interaction included developing and maintaining strong links with various agencies including Presidential advisors, police, Indonesian Mines Department, Indonesian Attorney General’s Department, the Human Rights Commission and many others. Mr Savage also developed strong links with the Australian Embassy in Jakarta and the International Crisis Group.

During that time, having regard to the Company’s overall position in general and its financial resources in particular, it was not considered appropriate to recruit and retain a new CEO or other executive personnel. Mr Quinert, Mr Savage, Mr Chapman and Mr Neale each increased their involvement in the day to day activities of the Company. As a result the Company was able to avoid substantial outlays which would have otherwise been incurred if additional personnel or consultants were appointed.

As a consequence it became necessary for Mr Quinert, Mr Savage, Mr Chapman and Mr Neal to reduce or discontinue their involvement in other activities outside the Company. This in turn meant that they were unable to pursue or generate income from other opportunities which were available

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to them. Those activities and opportunities would have been consistent with the level of attention and activity which had initially been anticipated to be required.

This greater involvement in the day to day activities of the Company also required frequent travel to South Africa and Indonesia in connection with the Company's activities, whereas it had been anticipated that this would only be required occasionally in connection with the initially envisaged supervisory roles.

The Company benefited from the protection and advancement of the Company’s interests in those countries by personnel who were already closely involved in and aware of the Company’s circumstances and the transactions it was undertaking. However, absences from Australia necessitated by this additional travel also reduced the ability of the individuals to pursue other opportunities outside the Company.

The Company is currently dependent on four key management personnel to facilitate the development of its mining projects in both South Africa and Indonesia. Both the projects in South Africa and Indonesia required and still require significantly expanded efforts and additional responsibilities to be taken on by each of the key management personnel. However, there has been no recognition of these efforts through remuneration, due to the financial constraints of the Company.

It is considered appropriate, now the Company has substantially completed the transactions and realised significant financial and other benefits from them, that the individuals involved receive bonuses in recognition of their achievements and the substantially greater than initially expected level of attention and activity required over the past two years. In determining the bonus amounts, regard has been had in particular to the amounts which would otherwise have been required to be paid to additional personnel or consultants if Mr Quinert, Mr Savage, Mr Chapman and Mr Neale had not been prepared to direct their time and attention to the Company, rather than pursuing other opportunities which were available to them. At the same time, their willingness to provide the services and incur the inconvenience caused by additional responsibilities and travel despite the Company not being in a position to provide commensurate additional remuneration at the time is recognised. It is considered that the continued availability of Mr Quinert, Mr Savage, Mr Chapman and Mr Neale to the Company, including their accumulated knowledge of and experience with the Company’s activities, will assist the Company greatly and be of continuing value in the future.

Payment of bonuses rather than increasing base remuneration arrangements is also considered to be preferable and appropriate as the Company’s future requirements may not be as great. Not increasing base remuneration is therefore seen as aligning the Company's expectations for the future with maintaining rather than increasing ongoing remuneration rates.

At this point in time, the Company does not want to use its cash resources to increase the remuneration of these key management personnel. It however the Company seeks to recognise these efforts through a one‐off bonus. As such, the Company’s Board has approved a bonus pool of $400,000 to be awarded to Mr Quinert and Mr Savage ($150,000 each) and Mr Neale and Mr Chapman ($50,000 each), payable through the allotment of ordinary shares in the Company based on the 90 day VWAP price for the Company’s shares.

Whilst the bonuses would be paid in a single year, it is also considered appropriate by the Company that the bonuses should be viewed as reflecting benefits obtained by it from the high level of involvement of the individuals over a two year period and therefore the appropriate comparison would be on an annualised rather than single year basis.

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RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES – MR TIM CHAPMAN

Resolution 1 seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for the prior issue of 2,777,778 shares to Mr Tim Chapman or his nominee.

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 securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 provides that where a company’s shareholders ratify the previous issue of securities made pursuant to ASX Listing Rule 7.1 (provided that the previous issue of securities did not breach ASX Listing Rule 7.1) those securities will be deemed to have been issued with shareholder approval for the purposes of ASX Listing Rule 7.1.

By ratifying the prior issue of 2,777,778 shares to Mr Tim Chapman or his nominee, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity without the requirement to obtain prior shareholder approval.

The following information is provided in accordance with the requirements of ASX Listing Rule 7.5:

• (a) The number of securities previously issued was 2,777,778 shares;

• (b) The issue price of the shares was 1.8 cents ($0.018) per share, calculated by reference to the 90 day VWAP of the Company’s shares;

• (c) The shares issued were fully paid ordinary shares in the Company having the same terms and rights as, and ranking equally with, the Company's existing listed fully paid ordinary shares;

• (d) The shares were issued to Mr Tim Chapman of his nominee;

• (e) There were no funds raised by the issue of the shares to Mr Chapman as the shares were issued for remunerative purposes in lieu of payment by the Company of a cash bonus to Mr Chapman.

RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES – MR TREVOR NEALE

Resolution 2 seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for the prior issue of 2,777,778 shares to Mr Trevor Neale or his nominee.

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 securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 provides that where a company’s shareholders ratify the previous issue of securities made pursuant to ASX Listing Rule 7.1 (provided that the previous issue of securities did not breach ASX Listing Rule 7.1) those securities will be deemed to have been issued with shareholder approval for the purposes of ASX Listing Rule 7.1.

By ratifying the prior issue of 2,777,778 shares to Mr Trevor Neale or his nominee, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity without the requirement to obtain prior shareholder approval.

The following information is provided in accordance with the requirements of ASX Listing Rule 7.5:

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• (a) The number of securities previously issued was 2,777,778 shares;

• (b) The issue price of the shares was 1.8 cents ($0.018) per share, calculated by reference to the 90 day VWAP of the Company’s shares;

• (c) The shares issued were fully paid ordinary shares in the Company having the same terms and rights as, and ranking equally with, the Company's existing listed fully paid ordinary shares;

• (d) The shares were issued to Mr Trevor Neale or his nominee;

• (e) There were no funds raised by the issue of the shares to Mr Neale as the shares were issued for remunerative purposes in lieu of payment by the Company of a cash bonus to Mr Neale.

RESOLUTIONS 3 & 4 – APPROVAL TO ISSUE SHARES TO TWO DIRECTORS

ASX Listing Rules

Resolutions 3 and 4 are proposed to obtain shareholder approval for the issue of shares to directors of the Company.

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 securities in the same class on issue at the commencement of that 12 month period. If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1. Therefore, by obtaining shareholder approval sought through this resolution, the Company retains the ability to issue further shares or options of up to 15% of its ordinary shares under Chapter 7 of the ASX Listing Rules to take advantage of opportunities to obtain further funds if required and available in the future.

Corporations Act 2001 (Cth)

Under Chapter 2E of the Corporations Act, a public company cannot give a ‘financial benefit’ to a ‘related party’ unless one of the exceptions to this requirement in section 208 apply or the Company’s shareholders have in a general meeting approved the giving of that financial benefit to the related party.

In the case of Resolutions 3 and 4 below, the issue of the relevant shares to Mr Quinert and Mr Savage constitutes a ‘financial benefit’ as defined in the Corporations Act.

Section 211 of the Corporations Act provides that one of the exceptions to the requirement to obtain shareholder approval for giving a financial benefit to a related party is where the benefit is given to the related party as an officer of the Company (such as a Director) and to give the remuneration would be reasonable given:

• the circumstances of the company; and

• the related party’s circumstances (including the responsibilities involved in the office or employment).

The Company considers that the proposed issue of shares to Mr Quinert and Mr Savage the subject of Resolutions 3 and 4 is reasonable remuneration and, as such, falls within the exception set out in section 211 of the Corporations Act. In reaching this view, the Company has considered the additional responsibilities that each of Mr Quinert and Mr Savage took on in the past two years and other matters described under the heading the Background on page 1 of this Memorandum.

Resolution 3 – Approval to issue of shares to a Director – Mr Michael Quinert

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Resolution 3 is proposed to obtain shareholder approval under ASX Listing Rule 10.11 for the issue of 8,333,333 ordinary shares to Mr Michael Quinert (or his nominee), a director of the Company.

The following information is provided in accordance with the requirements of ASX Listing Rule 10.13:

• (a) The shares the subject of this resoluition are to be issued to Mr Michael Quinert (or his nominee), a director of the Company;

• (b) The maximum number of shares to be issued is 8,333,333 ordinary shares;

• (c) The shares will be issued no later than one (1) month after the date of the general meeting (or such later date as may be permitted by an ASX waiver of the Listing Rules, the Corporations Act 2001 and/or the Australian Securities and Investments Commission);

• (d) The issue price of the shares will be 1.8 cents ($0.018) per share, calculated by reference to the 90 day VWAP of the Company’s shares;

• (e) There will be no funds raised by the issue of the shares to Mr Quinert as the shares are to be issued for remunerative purposes in lieu of payment by the Company of a cash bonus to Mr Quinert.

Resolution 4 – Approval to issue of shares to a Director – Mr Vincent Savage

Resolution 4 is proposed to obtain shareholder approval under ASX Listing Rule 10.11 for the issue of 8,333,333 ordinary shares to Mr Vincent Savage (or his nominee), a director of the Company.

The following information is provided in accordance with the requirements of ASX Listing Rule 10.13:

• (f) The shares the subject of this resoluition are to be issued to Mr Vincent Savage (or his nominee), a director of the Company;

• (g) The maximum number of shares to be issued is 8,333,333 ordinary shares;

• (h) The shares will be issued no later than one (1) month after the date of the general meeting (or such later date as may be permitted by an ASX waiver of the Listing Rules, the Corporations Act 2001 and/or the Australian Securities and Investments Commission);

• (i) The issue price of the shares will be 1.8 cents ($0.018) per share, calculated by reference to the 90 day VWAP of the Company’s shares;

There will be no funds raised by the issue of the shares to Mr Savage as the shares are to be issued for remunerative purposes in lieu of payment by the Company of a cash bonus to Mr Savage.

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WEST WITS MINING LIMITED

PROXY FORM

ACN 124 894 060 ("the Company")

NAME

QTY:

I/We being a member/s of West Wits Mining Limited (“ Company ”) and entitled to attend and vote at the meeting of the Company to be held at Giorgio’s Function Room, 1235 High Street, Armadale on Friday 3 May 2013 at 10.30am (Melbourne, Victoria time) appoint:



the Chair of the meeting. OR



…………………………………………………………………...……………………………………………………………

(mark box) (mark box)

( Full name of proxy or the office of the proxy )

or if the person or body corporate named above fails to attend the meeting, or if no person/body corporate is named, the Chair of the meeting as my/our proxy to attend that meeting and vote on my/our behalf at that meeting and any adjournment or postponement of that meeting in accordance with the following directions (or if no directions have been given, as the proxy sees fit). If two proxies are appointed, the proportion of voting rights this proxy represents is …….…...%.

IMPORTANT : Directing the Chair how to vote on Resolutions 1, 2, 3 and 4.

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If you do not mark this box, and you have not directed your proxy how to vote on Resolutions 1, 2, 3 and 4, the Chair will not cast your votes on Resolutions 1, 2, 3 and 4 and your votes will not be counted in calculating the required majority if a poll is called on any of those Resolutions.

If you appoint the Chair of the meeting as your proxy you can direct the Chair how to vote on Resolutions 1, 2, 3 and 4 by either marking the relevant boxes below (for example if you wish to vote “against” or “abstain” from voting) or by marking this box (in which case the Chair will vote in favour of Resolutions 1, 2, 3 and 4. The Chair intends to vote all available proxies in favour of Resolutions 1, 2, 3 and 4 .

I/We (except where I/we have indicated a different voting intention below):

• a) direct the Chair of the meeting to vote in accordance with the Chair’s voting intentions on Resolutions 1, 2, 3 and 4 to vote in favour of those Resolutions.

• b) authorise, in respect of Resolutions 1, 2, 3 and 4, the Chair of the meeting to vote as described even though Resolutions 1, 2, 3 and 4 are connected directly or indirectly with the remuneration of a member of key management personnel for the Company group; and

• c) acknowledge that the Chair of the meeting may exercise your proxy in respect of Resolutions 1, 2, 3 and 4 even though the Chair has an interest in the outcome of those Resolutions and that votes cast by the Chair of the meeting for those Resolutions, other than as proxy holder, will be disregarded because of that interest.

VOTING DIRECTIONS FOR YOUR PROXY

To instruct your proxy how to vote, insert ‘X’ in the appropriate column against each resolution set out below. If you do not instruct your proxy how to vote on a resolution, your proxy may vote as he/she thinks fit or abstain from voting, or be ineligible to vote at all.

I/We direct my/our proxy to vote as indicated below:

			For		Against	Abstain
Resolution 1. Ratification of Prior Issue of Shares – Mr Tim Chapman Resolution 2. Ratification of Prior Issue of Shares – Mr Trevor Neale Resolution 3. Approval to issue of shares to a Director – Mr Michael Quinert Resolution 4. Approval to issue of shares to a Director – Mr Vincent Savage
If a person: ____ (Signature) ____ Name (print) Date:_//__	If a company: EXECUTED by: ____ Name of company (print) in accordance with the Corporations Act ______ __ (Signature) (Signature) Date://_				__ __	_ ____

This proxy and any associated power of attorney or other authority under which it is signed (or a certified copy) must be lodged at:

• a) Suite 1, 1233 High Street, Armadale, Victoria, 3143; or

by facsimile on (03) 9822 7735 by Wednesday 1 May 2013 at 10.30am (Melbourne, Victoria time), being not less than 48 hours before the time for holding the meeting or adjourned meeting as the case may be.