WHINNEN RESOURCES LIMITED ACN 123 511 017 NOTICE OF GENERAL MEETING and EXPLANATORY MEMORANDUM Notice is given that a General Meeting of the shareholders of Whinnen Resources Limited will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia 6005 at 11.00am (Perth time) on 6 July 2011. This Notice of Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or 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 9322 6579. For personal use only CHAIRMAN'S LETTER Dear Shareholder I have pleasure in presenting what the Board of Directors believe is an exciting opportunity for our Company. Whinnen Resources Limited ( Whinnen or the Company ) is a mineral exploration company, targeting opportunities in Australia and internationally. On 8 March 2011, the Company announced its intention to acquire copper and gold projects in Chile through the acquisition of 100% of the issued share capital of Mystic Sands Pty Ltd ( Mystic Sands ) (Acquisition ). Whinnen also announced its intention to enter into an agreement for Sandfire Resources NL ( Sandfire ) (ASX: SFR) to take a cornerstone investment in Whinnen which would result in Sandfire emerging with circa 17.1% of the issued capital of Whinnen. Sandfire intends to provide technical advice and strategic support in relation to Whinnen's current and future projects. Mystic Sands, through its subsidiary, holds interests in a number of highly prospective exploration projects located in the mining region of Atacama in Chile, with close proximity to the mining towns of Copiapo and Vallenar. The two lead projects are the Condor major shear zone hosted copper/gold system and the Nany epithermal gold project. In addition to the acquisition of Mystic Sands and the cornerstone investment by Sandfire, Whinnen intends to place 104 million new fully paid ordinary shares ( Shares ) to sophisticated investors at $0.07 per Share ( Placement ) to raise gross proceeds of $7.28 million and will be listed on the Australian Securities Exchange. It is proposed that Sandfire would subscribe for 26.5 million Shares under the Placement. The acquisition of Mystic Sands, the introduction of Sandfire as a cornerstone investor and the Placement is subject to the satisfaction of a number of conditions, including approval from Shareholders, which is being sought at this General Meeting. The Board considers this to be an excellent opportunity for the Company in collaboration with Sandfire to expand into copper/gold exploration in Chile in one of the world's prime copper producing regions. I ask that you read the Notice of Meeting and attached Explanatory Memorandum carefully, and trust you will agree with the Board that this is an excellent opportunity for the Company. Yours sincerely For personal use only Nathan McMahon 1 Notice of General Meeting Notice is given that the General Meeting of Shareholders of Whinnen Resources Limited ACN 123 511 017 will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia 6005 at 11.00am WST on 6 July 2011. The Explanatory Memorandum that accompanies this Notice of Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the proxy form are part of this Notice of Meeting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders of the Company at 5.00pm WST on 4 July 2011. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the Meeting. Terms and abbreviations used in this Notice of Meeting and the Explanatory Memorandum are defined in the Glossary. Agenda Resolutions 1 to 6 (inclusive) are interdependent. If any of Resolutions 1 to 6 (inclusive) is not passed, then Resolutions 1 to 6 (inclusive) will all be taken to have failed. 1. Resolution 1 - Approval of the acquisition of Mystic Sands Pty Ltd To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution : "That, subject to Resolutions 2,3,4,5 and 6 in this Notice being passed, in accordance with Listing Rule 11.1.2 and for all other purposes, Shareholders approve the completion of the acquisition by the Company of all of the issued share capital of Mystic Sands pursuant to the Share Sale Agreement on the terms and conditions set out in the Explanatory Memorandum." Voting Exclusion In accordance with Listing Rule 14.11, the Company will disregard any votes cast on this Resolution by any person who might obtain a benefit (except for a benefit obtained solely in their capacity as Shareholders) if the Resolution is passed, and any Associate of those persons. The Company need not, however, 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 a representative of a person chairing the meeting as a 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 - Approval of the issue of Vendor Securities to the Mystic Shareholders To consider and, if thought fit, to pass, with or without amendment, the following resolution as For personal use only an ordinary resolution : "That, subject to Resolutions 1,3,4,5 and 6 in this Notice being passed, in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the allotment and issue to the Mystic Shareholders of: (a) up to 40,000,000 Shares ( Vendor Shares ); and 2 (b) 8,000,000 Options with an exercise price of $0.20 and an expiry date of 30 April 2014 ( Vendor Options), (together the Vendor Securities ) pursuant to the Share Sale Agreement and on the terms and conditions set out in the Explanatory Memorandum." Voting Exclusion In accordance with Listing Rule 14.11, the Company will disregard any votes cast on this Resolution by any person who may participate in the issue of the Vendor Securities or any person who might obtain a benefit (except for a benefit obtained solely in their capacity as Shareholders) if the Resolution is passed, and any Associate of those persons. The Company need not, however, 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 a representative of a person chairing the meeting as a 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 – Approval of issue of Shares and Options to Sandfire Resources NL or its nominees To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution : "That, subject to Resolutions 1,2,4,5 and 6 in this Notice being passed, in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the allotment and issue of 17,000,000 Shares and 14,500,000 Options with an exercise price of $0.20 and an expiry date of 30 April 2014 to Sandfire or its nominees pursuant to the Technical Services Agreement on the terms and conditions set out in the Explanatory Memorandum." Voting Exclusion In accordance with Listing Rule 14.11, the Company will disregard any votes cast on this Resolution by Sandfire or any person who might obtain a benefit (except for a benefit obtained solely in their capacity as Shareholders) if the Resolution is passed, and any Associate of those persons. The Company need not, however, 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 a representative of a person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. 4. Resolution 4 – Approval of issue of Shares to Ravenhill Investments Pty Ltd To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution : "That, subject to Resolutions 1,2,3,5 and 6 in this Notice being passed, in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the allotment and issue of 14,000,000 Shares to Ravenhill pursuant to the Origination Agreement on the terms and conditions set out in the Explanatory Memorandum." For personal use only 3 Voting Exclusion In accordance with Listing Rule 14.11, the Company will disregard any votes cast on this Resolution by Ravenhill or any person who might obtain a benefit (except for a benefit obtained solely in their capacity as Shareholders) if the Resolution is passed, and any Associate of those persons. The Company need not, however, 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 a representative of a person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.