TRI ORIGIN MINERALS LTD ACN

Transcription

1 TRI ORIGIN MINERALS LTD ACN NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY MEMORANDUM PROXY FORM Date of Meeting 11 November 2009 Time of Meeting 3.00pm Venue Tri Origin Minerals Ltd, Level 3, 50 Park Street, Sydney, New South Wales

2 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the sixth Annual General Meeting of Tri Origin Minerals Ltd ACN (the Company) will be held at 3.00pm on 11 November 2009 in the offices of Tri Origin Minerals Ltd, Level 3, 50 Park Street, Sydney, New South Wales. The business to be considered at the Annual General Meeting is set out below. This Notice of Meeting should be read in conjunction with the accompanying Explanatory Memorandum, which contains information in relation to the following resolutions. The Explanatory Statement and Proxy Form are part of this Notice of Meeting. 5. Resolution 4 Appointment of Auditor That, for the purpose of section 327 B (1) of the Corporations Act and for all other purposes, the Shareholders approve and authorise that PKF, of Level 10, 1 Margaret Street, Sydney, having been nominated for appointment as auditor and having consented in writing to this appointment, be appointed as auditors of the Company with such appointment to take effect from the later of the passing of this Resolution and the time at which the resignation of Clarence Assurance as auditors, takes effect. ORDINARY BUSINESS 1. Financial Report To receive and consider the annual Financial Report of the Company and the Directors Report and Auditor s Report for the year ended 30 June Resolution 1 Adoption of the Remuneration Report That the Remuneration Report for the year ended 30 June 2009 included in the Directors Report, be adopted. Note: In accordance with Section 250 R(3) of the Corporations Act, the votes cast in respect of this resolution are advisory only and do not bind the Company. 3. Resolution 2 Re-election of Mr Alan Snowden as Director That Mr Alan John Eccles Snowden, a Director of the Company retiring by rotation in accordance with the Company s Constitution and the ASX Listing Rules, and being eligible and having offered himself for re-election, be re-elected as a Director of the Company. 4. Resolution 3 Election of Mr Jeffrey Allan Quartermaine as Director That Mr Jeffrey Allan Quartermaine, a Director of the Company appointed during the year and retiring in accordance with the Company s Constitution and the ASX Listing Rules, and being eligible and having signified his candidature for the office, be elected as a Director of the Company. SPECIAL BUSINESS 6. Resolution 5 Approval to Issue Shares That pursuant to Rule 7.1 of the Listing Rules of ASX Limited, and for all other purposes, the Shareholders approve the Company issuing and allotting to such persons that the Directors in their absolute discretion think fit, up to 30,000,000 fully paid ordinary shares in the capital of the Company on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting. 7. Resolution 6 Approval to grant options to Dr Robert Valliant "That, for the purposes of Listing Rule 10.11, the Company approves and authorises the Directors to issue to Dr Robert Valliant or nominee a total of 2,000,000 options, each to acquire one fully paid ordinary share in the Company at an exercise price of $0.25 and otherwise on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting." 8. Resolution 7 Approval to grant options to Mr William Killinger AM "That, for the purposes of Listing Rule 10.11, the Company approves and authorises the Directors to issue to Mr William Killinger or nominee a total of 300,000 options, each to acquire one fully paid ordinary share in the Company at an exercise price of $0.25 and otherwise on terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting." 1

3 9. Resolution 8 Approval to grant options to Mr Alan Snowden "That, for the purposes of Listing Rule 10.11, the Company approves and authorises the Directors to issue to Mr Alan Snowden or nominee a total of 300,000 options, each to acquire one fully paid ordinary share in the Company at an exercise price of $0.25 and otherwise on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting. VOTER EXCLUSION STATEMENT The Company will disregard any votes cast on Resolutions 6, 7 and 8 by Dr Robert Valliant, Mr William Killinger and Mr Alan Snowden and/or their associates, respectively. However, the Company need not disregard a vote if: (a) (b) 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; it is cast by the person chairing the meeting as proxy for a person who is entitled to vote in accordance with the direction on the proxy form to vote as the proxy decides. VOTING The business of the Annual General Meeting affects your shareholding and your vote is important. The Directors have determined pursuant to Regulation of the Corporations Regulations 2001 (Cth) that persons that are registered Shareholders of the Company at 3.00pm on 9 November 2009 are eligible to vote. To vote in person, eligible Shareholders should attend the General Meeting at the time, date and place set out above. To vote by proxy 1, eligible Shareholders (or their Attorney) should complete and sign the enclosed proxy form (and any Power of Attorney under which it is signed) and return to the Company by no later than 3.00pm on 9 November 2009 via: a) Hand Delivery or Post to Company Secretary, Tri Origin Minerals Ltd, Level 3, 50 Park Street, Sydney NSW 2000; or b) Facsimile to the Company on facsimile number ; c) to the Company Secretary on jquartermaine@trioriginminerals.com.au. Proxy forms received later than this time will be invalid. Note 1: Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative. By Order of the Board A member entitled to attend and vote at the meeting has the right to appoint no more than two proxies. A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Jeffrey A Quartermaine Company Secretary 6 October 2009 If the member appoints two proxies and the appointment does not specify the proportion or the number of the member s votes each proxy may exercise, each proxy may exercise one half of the member s votes. If the member appoints two proxies, neither proxy may vote on a show of hands. A proxy need not be a member of the Company. A proxy form must be signed by the member or his or her power of attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed by a Director, Company Secretary, Sole Director and Sole Company Secretary or under the hand of a duly authorised officer or attorney. 2

4 EXPLANATORY MEMORANDUM This Explanatory Memorandum has been prepared for the information of members of Tri Origin Minerals Ltd ACN ( Company ) in connection with the business to be transacted at the Annual General Meeting of members of the Company to be held at 3.00pm on 11 November 2009 at the offices of Tri Origin Minerals Ltd, Level 3, 50 Park Street, Sydney, New South Wales. The Directors recommend members read this Explanatory Memorandum in full before making any decision in relation to the resolutions. FINANCIAL REPORT Under the Company s Constitution and the Corporations Act 2001, the business of an Annual General Meeting ( AGM ) must include the receipt and consideration of the Directors Report, Financial Statements and the Auditor s Report for the past financial year. The Annual General Meeting provides a forum for Shareholders to ask questions on the Company s reports and accounts for the year ended 30 June RESOLUTION 1 Adoption of the Remuneration Report Section 250R of the Corporations Act requires a listed company to put a resolution seeking the adoption of the Company s report on the remuneration of its Key Management Personnel, (the Remuneration Report), to a vote of its members at each AGM. The Remuneration Report forms part of the Directors Report and Shareholders will be given the opportunity to ask questions about or make comments on the Report at the Meeting. This Resolution is being proposed in compliance with the requirement of the Corporations Act. The vote on the resolution is advisory only and does not bind the Directors or the Company. RESOLUTION 2 Re-election of Mr Allan John Eccles Snowden as Director Rule 7.3 of the Company s Constitution provides for the retirement by rotation at each AGM of one third of the Directors. Australian Securities Exchange ( ASX ) Listing Rule 14.4 provides that a director must not hold office (without re-election) past the third annual general meeting following the director s appointment or three years, whichever is the longer. Mr Alan Snowden retires in accordance with these requirements and offers himself for re-election. Mr Snowden s qualifications, experience, other directorships and shareholding in the Company are outlined in the Directors Report. The Board, standing in place of the Nomination Committee, considered the reelection of Mr Snowden at a meeting of Directors held on 1 October 2009 and resolved to recommend to Shareholders that they vote in favour of the resolution. RESOLUTION 3 Election of Mr Jeffrey Allan Quartermaine as Director Mr Quartermaine was appointed as a Director of the Company in accordance with Rule 7.2 (b) of the Company s Constitution with effect from 6 October 2009 to fill a casual vacancy. Rule 7.3 (g) of the Company s Constitution, requires Mr Quartermaine to retire at the next AGM following his appointment, and being eligible, offer himself for election. Mr Quartermaine retires in accordance with this requirement and offers himself for re-election. The Board, standing in place of the Nomination Committee, considered the election of Mr Quartermaine at a meeting of Directors held on 1 October 2009 and resolved to recommend to Shareholders that they vote in favour of the resolution. Mr Quartermaine is aged 52, and is a Certified Practising Accountant ( CPA ) with additional professional qualifications including a Bachelor of Engineering degree, and a Master of Business Administration degree. He commenced his professional career as a civil engineer and later became involved in financial and corporate management. He became a CPA in May 2005 and since 1991 has held senior finance and commercial roles with a number of ASX listed resources companies including Lafayette Mining Limited, Orogen Minerals Limited, Niugini Mining Limited and Elders Resources NZFP Limited. He has served as a company secretary, director or alternate director of several of these companies and their subsidiaries. Mr Quartermaine also has extensive strategic business management experience involving complex commercial transactions and operations in Australia and in various offshore jurisdictions including the Philippines, PNG, New Zealand, USA, Chile, United Kingdom, Japan, Thailand and Malaysia. RESOLUTION 4 Appointment of Auditor On 28 September 2009, Clarence Assurance (formerly known as Brentalls Assurance), the Company s existing auditors, advised the Company in writing of their decision to resign their appointment as the Company s auditors and advised that pursuant to section 329 (5) of the Corporations Act, they had applied to the Australian Securities and Investment Commission s ( ASIC ) for consent to resign as auditor. Mr Graeme Day, Clarence Assurance s sole partner, has been the Company s auditor since it listed on the ASX in January 2004, and having performed a significant role in the audit of the Company for five years since Clarence Assurance s original appointment, was no longer eligible to continue in the role due to the auditor rotation requirements of section 324DA of the Corporations Act. The Board has identified PKF as a potential auditor and at a meeting of Directors held on 1 October 2009 resolved that they recommend that Shareholders vote in favour of the resolution appointing PKF to this role. PKF has consented to act as auditors to the Company if this Resolution is passed. Pursuant to section 328(1) of the Corporations Act, a Shareholder Mr William Killinger has nominated PKF as auditor of the Company. 3

5 A copy of this letter is set out in Appendix A to this Explanatory Memorandum. The change in auditor is subject to ASIC granting its consent for Clarence Assurance to resign as Auditors of the Company, which the Company expects to receive between the date of this Memorandum and the date of the AGM. The Board unanimously recommends that Shareholders vote in favour of Resolution 4. RESOLUTION 5 Approval to Issue Shares Resolution 5 seeks Shareholders approval to issue 30,000,000 fully paid ordinary shares in the capital of the Company on the terms and conditions set out in this Explanatory Memorandum. Background ASX Listing Rule 7.1 provides that, subject to a number of exceptions (none of which are relevant in this case), a company must not issue equity securities without Shareholders approval if that issue, when aggregated with other securities issued by the company in the previous 12 months, will exceed 15% of the ordinary securities on issue at the commencement of the 12 month period. Resolution 5 seeks Shareholders approval pursuant to ASX Listing Rule 7.1 for the issue of up to 30,000,000 fully paid ordinary shares in the capital of the Company ( Future Placement Shares ). This approval is sought to put the Company in a position where it can raise new equity capital that may be needed to fund expanded exploration programmes and or pre-development activities associated with the Woodlawn Zinc Copper Projects and or working capital, as and when the opportunities arise, that the Directors believe are in the best interests of the Company, without having to incur the additional expense of first seeking Shareholders approval. The following information is provided in accordance with ASX Listing Rule 7.3 in respect to Resolution 5: The maximum number of Future Placement Shares to be issued is 30,000,000; The issue price of the Future Placement Shares to be issued is an amount which is not less than $0.10 per share; The Future Placement Shares to be issued will rank equally in all respects with the existing fully paid ordinary shares in the Company quoted on the ASX; The allottees of the Future Placement Shares will be investors identified by the Directors, none of whom will be related parties of the Company; The Company intends to apply the funds raised from the Issue of the Future Placement Shares to fund exploration programmes and/or predevelopment activities associated with the Woodlawn Zinc-Copper Projects and to provide future working capital; The Future Placement Shares are expected to be allotted on one date and issued no later than 3 months from the date of the meeting or such later date as approved by the ASX. The Board unanimously recommends that Shareholders vote in favour of Resolution 5. RESOLUTIONS 6, 7, 8 - Approval to Grant Options to Directors Dr Robert Valliant, Mr William Killinger AM and Mr Alan Snowden On 25 June 2009, the Company advised the ASX that Directors had resolved, subject to Shareholders approval, to issue a total of 2,600,000 options to acquire ordinary shares in the Company to Messrs Valliant, Killinger, and Snowden or their nominees, to provide long term incentive and to compensate in part for a significant reduction in Directors fees since 1 January Background to the Grant of Options to Dr Robert Valliant A remuneration committee, comprising Mr William Killinger and Mr Alan Snowden as members, reviewed the remuneration for Executive Director, Dr Robert Valliant following his appointment to the role of Executive Director within the Company on 24 June 2009, with specific responsibility for the management of the Company s exploration activities and then his agreement to assume the functions of the Chief Executive Officer of the Company with effect from 1 August, 2009 following the resignation of Mr Richard Procter from this role. The committee is of the view that the overall remuneration for Dr Valliant, which includes a cash component of $100,000 per annum as well as the proposed grant of options, is reasonable having regard to the circumstances of the Company, (including the decision to reduce Directors fees from $40,0000 per annum to $10,000 per annum with effect from 1 January 2009, to assist the Company to conserve cash in response to the uncertainty created by the global financial crisis in late 2008), the duties and responsibilities of Dr Valliant and market levels of remuneration for people in his position in similar sized companies. Dr Valliant is a related party of the Company, as he is a Director of the Company. Accordingly, under ASX Listing Rule approval is sought for the grant of options to him. As approval of members is being sought pursuant to ASX Listing Rule 10.11, under ASX Listing Rule 7.2 Exception 14, additional approval under ASX Listing Rule 7.1 is not required. The following information is provided to members for the purposes of ASX Listing Rule 10.13: 4

6 2,000,000 options will be issued to Dr Valliant or his nominee. The options will be issued to Dr Valliant no later than one month after the date of this AGM or such later date may be approved by the ASX. The options will be issued for no consideration, will expire in five years from the original date of the announcement of the proposed issue on 24 June 2014, and will be exercisable at $0.25 each. A total of 300,000 options will vest immediately upon issue, a further 566,666 options will vest on 24 June 2010, and 566,667 options will vest on each of 24 June 2011 and 24 June 2012, respectively. The value of each option as calculated under the Black & Scholes Option Valuation Model as at 24 June 2009 was $0.066 each or giving a total value of $132,000. The terms and conditions of the options are set out in Appendix B to this Explanatory Memorandum. 300,000 options will be issued to each of Messrs Killinger and Snowden or their nominees. The options will be issued to Messrs Killinger and Snowden no later than one month after the date of this AGM or such later date as may be approved by the ASX. The options which will vest immediately upon issue, will be issued for no consideration, will expire in five years from the date of the original announcement of the proposed issue on 24 June 2014, and will be exercisable at $0.25 each. The value of each option as calculated under the Black & Scholes Option Valuation Model as at 24 June 2009 was $0.066 each or giving a total value of $19,800. The terms and conditions of the options are set out in Appendix B to this Explanatory Memorandum. No funds will be raised by the issue of the options. No funds will be raised by the issue of the options. Background to the Grant of Options to Messrs Killinger AM and Snowden A remuneration committee, comprising Mr William Killinger and Mr Alan Snowden as members, reviewed current remuneration practices for non-executive Directors of the Company. The committee and the other Directors are of the view that the overall remuneration for Messrs Killinger and Snowden, including the proposed grant of options, is reasonable having regard to the circumstances of the Company, (including the decision to reduce Directors fees from $40,0000 per annum to $10,000 per annum with effect from 1 January 2009, to assist the Company to conserve cash in response to the uncertainty created by the global financial crisis in late 2008), the duties and responsibilities of Messrs Killinger and Snowden and market levels of remuneration for people in his position in similar sized companies. Messrs Killinger and Snowden are related parties of the Company, as they are Directors of the Company. Accordingly, approval under ASX Listing Rule is sought for the grant of options to them. As approval of members is being sought pursuant to ASX Listing Rule 10.11, under ASX Listing Rule 7.2 Exception 14, additional approval under ASX Listing Rule 7.1 is not required. The following information is provided to members for the purposes of ASX Listing Rule 10.13: 5

7 APPENDIX A 6 October 2009 Tri Origin Minerals Ltd Level 3 50 Park Street SYDNEY NSW 2000 Attention: Company Secretary Dear Sir Nomination for Appointment as Auditor of Tri Origin Minerals Ltd For the purpose of Section 328 (1) of the Corporations Act 2001 I, William Killinger, hereby nominate PKF of Level 10, 1 Margaret Street, Sydney, New South Wales 2000 for appointment as auditor of the Company at the Annual General Meeting of the Company convened at 3.00pm on Wednesday 11 November 2009 in the offices of Tri Origin Minerals Ltd, Level 3 50 Park Street Sydney New South Wales Yours sincerely William F Killinger AM 6

8 APPENDIX B TERMS AND CONDITIONS OF OPTIONS GRANTED TO EXECUTIVE AND NON-EXECUTIVE DIRECTORS 1. Entitlement 3. Lapse of options (a) (b) (c) (d) (e) (f) (g) The terms and conditions set out in this Appendix apply to the issue of 2,000,000 options to the Executive Director and 300,000 options to each of the Non- Executive Directors (in each case, the Option Holder ). In the case of the Executive Director, the Option Holder will be issued with 2,000,000 options. A total of 300,000 options will vest immediately upon issue, a further 566,666 options will vest on 24 June 2010, and 566,667 options will vest on each of 24 June 2011 and 24 June 2012 respectively. In the case of the Non-Executive Directors, the Option Holder will be issued with 300,000 options which will vest immediately upon issue. All options will be issued with an exercise price of $0.25 per share. Subject to option terms 8, 9 and 10 each option entitles the registered Option Holder to subscribe for and be allotted one ordinary share in the capital of Tri Origin Minerals Ltd ( Company ), credited as fully paid. The Company must, as soon as it is reasonably practicable to do so, allot shares on exercise of the option in accordance with the listing rules ( Listing Rules ) of the ASX Limited ( ASX ) and register the Option Holder or its nominee as a shareholder in the register of members in respect of the shares so allotted. No option may be exercised if to do so would contravene the Corporations Act 2001 (Cth) ( the Act ) or the Listing Rules. Shares issued on exercise of the options will rank pari passu with all existing ordinary shares in the capital of the Company from the date of issue. If the Option Holder ceases to be a Director of the Company for any reason, any options that have not vested at the date that the Option Holder ceases to be a Director will be cancelled. If the Option Holder ceases to be a Director of the Company for any reason, any options that have vested at the date on which the Option Holder ceases to be a Director must be exercised within sixty (60) days after the date of cessation unless the Directors in their sole discretion, extend the period for exercising the vested options. If the vested options are not exercised or if the Directors do not extend the period of time in which the options may be exercised, then the options will lapse immediately upon the expiry of the sixty day period. Options not exercised by 5:00pm on 24 June 2014 will lapse. 4. Transfer Subject to this term 4 and any restrictions imposed by the ASX, options may be transferred at any time before lapsing. Options are transferable by any standard form of transfer. Executed and stamped transfers will be recorded in the Company s option register on lodgement of the transfer and relevant Certificate at any office of the Company s share registrar. The Company will cancel the Certificate and issue a new Certificate in the name of the transferee for the number of options so transferred. 5. Option certificates No exercise or transfer of an option represented by an option certificate may be registered until that certificate is surrendered to the Company or the Option Holder provides the Company with a statutory declaration, in a form satisfactory to the Company, to the effect that the certificate has been lost or destroyed and indemnifies the Company against any loss or damage if the original certificate is found. If the Option Holder exercises or transfers less than all options represented by a certificate then the Company will cancel the certificate and issue a new certificate for the balance. 2. Exercise of options 6. Quotation (a) (b) An option is exercisable by the registered Option Holder lodging the notice of exercise of option in the form set out below together with, subject to option terms 8, 9 and 10 the exercise price for each share to be issued on exercise and the relevant option certificate, at any office of the Company s share registry. The exercise of some options only does not affect the registered Option Holder s right to exercise other options at a later time. Remittances must be made payable to the Company and cheques should be crossed not negotiable. Quotation of the options on the ASX will not be sought by the Company. The Company must apply to the ASX for official quotation of the shares issued on any exercise of an option. 7. Dividends Shares issued on any exercise of an option will rank pari passu with all existing ordinary shares in the capital of the Company from the date of issue and will be entitled to each dividend for which the books closing date for determining entitlements falls after the date of each issue. 7

9 8. Bonus Issue If the Company makes a bonus issue of shares or other securities pro rata to holders of ordinary shares at a time when either: (a) (b) An option had not been exercised in full; or An option had been exercised, but shares the subject of the exercise have not been issued in fulfilment of the Company s obligation in that regard, before the record date for determining entitlements to the bonus issue, then, the number of shares over which the option is exercisable or has been exercised (as the case may be) will be increased by the number of securities which the holder of the option would have received if the option had been exercised before the record date for the bonus issue and the exercise price will be adjusted accordingly. 9. Rights issue If the Company makes an offer of ordinary shares pro rata to all holders of ordinary shares where (S+D) (as defined below) exceeds P (as defined below) at a time when: (a) (b) An option has not been exercised in full; or The option has been exercised, but shares the subject of the exercise, have not been issued in fulfilment of the Company s obligation in that regard, before the record date for determining entitlements to the rights issue. The number of securities which the Option Holder is entitled to subscribe for on exercise of the option shall remain unchanged. 10. Reconstruction The rights of an Option Holder will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation. 11. Advice The Company must give notice to the Option Holder of any adjustment to the number of shares which the Option Holder is entitled to subscribe for or be issued on exercise of the option or the exercise price per share in accordance with the Listing Rules. 12. Right to participate in future issues The Option Holder may only participate in new issues of securities to holders of shares to the extent the option has been exercised, if that is permitted by its terms, and the shares allotted in respect of the option before the record date for determining entitlements to the issue. The Company must give notice to the Option Holder of any new issue before the books closing date for determining entitlements to the issue in accordance with the Listing Rules. then the Exercise Price per share will be reduced according to the following formula: O 1 = O E * [P (S +D)] N + 1 Where: O 1 = O = E = P = S = D = N = the new Exercise Price of the option. the old Exercise Price of the option. the number of underlying securities into which one option is exercisable. the average market price per security (weighted by reference to volume) of the underlying securities during the 5 trading days before the ex rights date or ex entitlements date. the subscription price for a security under the pro rata issue. the dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue). number of securities with rights or entitlements that must be held to receive a right to one new security. 8

10 PROXY FORM ANNUAL GENERAL MEETING TRI ORIGIN MINERALS LTD ACN Registered Office - Level 3, 50 Park Street, Sydney, New South Wales, 2000 NOTES 1. A proxy need not be a member of the Company. 2. A member entitled to attend the Meeting is entitled to appoint no more than two proxies. Where more than one proxy is appointed, both sections 1 and 2 must be completed. The appointment of 2 proxies shall have no effect unless each proxy is appointed to represent a specified portion of the member s voting rights. 3. To direct the proxy, place a tick or cross in the appropriate box against each item in Section 3. Where more than one proxy is appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions. 4. You may appoint as your proxy The Chairman of the Meeting. Please refer to Section 4 of this Form. 5. Where the shareholder is an individual, that individual must sign. A proxy given by a corporation must be executed by two Directors or a Director and Company Secretary or under power of attorney. Where the corporation has a sole director who is also the sole Company Secretary, that person must sign. Where a proxy form is signed under power of attorney, a certified copy of the power of attorney is to be delivered to the Australian registered office of the Company, as set out below. 6. Either of the joint holders of a share may sign the proxy form. 7. The proxy form (and any Power of Attorney under which it is signed) must be received by the Company no later than 48 hours before the commencement of the Annual General Meeting by jquartermaine@trioriginminerals.com.au ; facsimile (02) ; post or delivery to The Company Secretary, Tri Origin Minerals Ltd, Level 3, 50 Park Street, Sydney, NSW SECTION 1 - FIRST PROXY I/We (name)... of (address)... being a member/members of TRI ORIGIN MINERALS LTD and entitled to attend and vote hereby appoint... or failing the person so named (or if no person is named), the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote...% of my/our voting rights as directed hereunder (or if no directions have been given, as the Proxy sees fit), for and on my/our behalf at the Annual General Meeting of shareholders of the Company convened to be held on 11 November 2009 and at any adjournment thereof. SECTION 2 - SECOND PROXY I/We (name)... of (address)... being a member/members of TRI ORIGIN MINERALS LTD hereby appoint... or failing him or her, the Chairman of the Meeting, as my/our proxy to represent and to vote...% of my/our voting rights as directed hereunder, for and on my/our behalf at the Annual General Meeting of shareholders of the Company convened to be held on 11 November 2009 and at any adjournment thereof.

11 PROXY FORM ANNUAL GENERAL MEETING SECTION 3 DIRECTIONS AS TO VOTING BY PROXY Voting directions to your Proxy please mark X to indicate your directions: GENERAL BUSINESS: FOR AGAINST ABSTAIN RESOLUTION 1 Adoption of the Remuneration Report RESOLUTION 2 Re-election of Mr Alan Snowden RESOLUTION 3 Election of Mr Jeffrey Allan Quartermaine RESOLUTION 4 Appointment of Auditor SPECIAL BUSINESS: RESOLUTION 5 Approval to Issue Shares RESOLUTION 6 Approval to Grant Options to Dr Robert Valliant RESOLUTION 7 Approval to Grant Options to Mr William Killinger AM RESOLUTION 8 Approval to Grant Options to Mr Alan Snowden * If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. SECTION 4 EXERCISE OF PROXY BY CHAIRMAN OF THE MEETING If the Chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on any of the above Resolutions, please place a mark in this box: By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of that resolution and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. The Chairman of the Meeting intends to vote undirected proxies in favour of the resolutions. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your vote on any of the resolutions and your vote will not be counted in calculating the required majority if a poll is called on any resolution. SECTION 5 EXECUTION OF PROXY FORM Dated the...day of This section must be signed in accordance with the instructions below to enable your directions to be implemented. Individual or Security holder 1 Security holder 2 Security holder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Full Name: Contact Telephone Number