IONEER LTD — Proxy Solicitation & Information Statement 2010

Global Geoscience

23[rd] March 2010

ASX Code: GSC

Company Announcements Office Australian Securities Exchange Level 4, Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

Notice of General Meeting

The Company advises that a Notice of a General Meeting of shareholders has been despatched to shareholders today.

A copy of the Notice is attached.

The General Meeting will be held on Friday 23[rd] April 2010 at the company’s offices, Suite 203, 161 Walker Street, North Sydney commencing at 10.00 am.

This document will also be available on the Company’s website, www.globalgeo.com.au

Yours Faithfully

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Joanna Morbey Company Secretary Global Geoscience Limited

Global Geoscience Ltd ABN 76 098 564 606 Suite 203, 161 Walker Street NORTH SYDNEY NSW 2060 AUSTRALIA

Tel: +61 (2) 9922-5800 Fax: +61 (2) 9922-4004 e-mail: [email protected] Web: www.globalgeo.com.au

GLOBAL GEOSCIENCE LIMITED

ACN 098 564 606

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of the Shareholders of Global Geoscience Limited (the Company) will be convened at Suite 203, 161 Walker Street, North Sydney on Friday 23rd April 2010 commencing at 10.00am for the purpose of transacting the following business.

This Notice should be read in conjunction with the accompanying Explanatory Memorandum. Certain terms used in this Notice and Explanatory Memorandum are defined in the glossary which appears at the end of the Explanatory Memorandum. A proxy form accompanies this Notice.

AGENDA

RESOLUTION 1 – Ratification of Shares Issued

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, the prior issue and allotment of 8,929,000 Shares to clients of Venture Group Equities Pty Limited as described in the Explanatory Memorandum is approved.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 1 by any person who participated in the issue and their associates. However, the Company need not disregard a vote if:

• a) 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

• b) 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.

RESOLUTION 2 - Approval of Global Geoscience Ltd Employee and Consultant Share Option Plan

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

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Global Geoscience Limited Notice of General Meeting – April 2010

“That, for the purposes of Listing Rule 7.2 (exception 9), the issue of Options to eligible participants under the Global Geoscience Ltd Employee and Consultant Share Option Plan as described in the Explanatory Memorandum is approved as an exception to Listing Rule 7.1.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 2 by the Directors (except those who are ineligible to participate in the any employee incentive scheme in relation to the Company) and their associates. However, the Company need not disregard a vote if:

• a) 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

• b) 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.

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Global Geoscience Limited Notice of General Meeting – April 2010

GENERAL NOTES

1. Proxies

Any Shareholder entitled to attend and vote at this General Meeting is entitled to appoint a proxy to attend and vote instead of that Shareholder. The proxy does not need to be a Shareholder of the Company. A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes that each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder’s votes.

2. Proxy Delivery

Proxy forms must be:

• a) lodged at the Company’s registered address; or

• b) faxed to the fax number specified below,

not later than 10.00 am (Sydney time) on Wednesday 21 April 2010, being 48 hours before the General Meeting.

Hand deliveries/Postal Address:

Hand deliveries/Postal Address: Global Geoscience Limited Suite 203, 161 Walker Street North Sydney NSW 2060 Fax Number for Lodgment: (02) 9922 4004

A proxy form is provided with this Notice.

3. Entitlement to Vote

In accordance with Reg. 7.11.37 of the Corporations Regulations 2001, the Board has determined that persons who are registered holders of shares of the Company as at 7.00pm (Sydney time) on Wednesday 21 April 2010 will be entitled to attend and vote at the General Meeting as a Shareholder.

4. Voting at the General Meeting

An ordinary resolution will be passed where more than 50% of the eligible votes cast are in favour of it.

BY ORDER OF THE BOARD

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Joanna Morbey COMPANY SECRETARY 23 March 2010

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Global Geoscience Limited Notice of General Meeting – April 2010

GLOBAL GEOSCIENCE LIMITED

ACN 098 564 606

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders in relation to the business to be considered at the General Meeting. It forms part of the accompanying Notice and should be read in conjunction with the Notice. The purpose of this Explanatory Memorandum is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote upon the Resolutions.

The Directors recommend that Shareholders read this Explanatory Memorandum before determining whether or not to support the Resolutions. Shareholders who are in doubt regarding any part of the business of the General Meeting, should consult their financial or legal advisor for assistance.

ORDINARY BUSINESS

RESOLUTION 1 - Ratification of Shares Issued

Listing Rule 7.1 restricts the number of equity securities that a listed company may issue in any 12 month period, without shareholder approval, to 15% of the number of ordinary securities on issue at the start of the period, subject to certain adjustments and permitted exceptions. In calculating the 15% limit, the entity is entitled to deduct any ordinary securities issued in the 12 month period that were issued with the approval of shareholders for the purposes of Listing Rule 7.1.

Listing Rule 7.4 provides that where a company in general meeting ratifies the previous issue of securities made without approval under Listing Rule 7.1, those securities shall be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

Resolution 1 is seeking ratification of the issue of 8,929,000 Shares which was announced on 20 November 2009 and issued on 1 December 2009. without Shareholder approval under Listing Rule 7.4 so that these Shares will be treated as if they were issued with approval for the purposes of Listing Rule 7.1. These Shares were issued to a number of sophisticated investors in a private placement. Specifically, the Shares were issued to clients of Venture Group Equities Pty Limited. No shares were issued to related parties. Details concerning the issue were announced to the ASX on 20 November 2009. The issue of these 8,929,000 shares did not breach the conditions of Listing Rule 7.1.

Listing Rule 7.5 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to Listing Rule 7.4:

• the total number of Shares allotted was 8,929,000;

• the issue price of the Shares was $0.10 per Share;

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Global Geoscience Limited Notice of General Meeting – April 2010

• the Shares are ordinary fully paid shares and rank equally with the Company’s existing Shares on issue;

• the allottees were clients of Venture Group Equities Pty Limited; and

• the funds raised will be or have been applied to drilling programs on priority gold and copper¬gold projects in Peru and North America including the recently granted Sara Sara porphyry copper-molybdenum target in Peru.

The approval of Shareholders of Resolution 1 will provide the Company with flexibility in considering any necessary further fundraising and will enable the Company to raise further funds (if necessary) at any time during the next 12 months by issuing up to the full 15% of its issued share capital, in addition to any Options issued and approved under Resolution 2 and 3. The Shares issued and approved under Resolution 1 will not be counted towards the calculation of the 15% limit.

Directors' Recommendation

Based on the reasons set out above, the Directors recommend that Shareholders vote in favour of Resolution 1 as they intend to do with regard to their own shareholdings in the Company.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 1 by any person who participated in the issue and their associates. However, the Company need not disregard a vote if:

• a) 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

• b) 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.

RESOLUTION 2 - Approval of Global Geoscience Ltd Employee and Consultant Share Option Plan

The Company has established a new employee and consultant incentive scheme known as the Global Geoscience Ltd Employee and Consultant Share Option Plan (Plan) pursuant to which the Board may make offers of Options to eligible employees and consultants of the Company in order to continue to provide an incentive to deliver growth and value for the benefit of Shareholders.

The Plan is designed to provide incentives to employees of the Company and to recognise their contribution to the Company’s success. Under the Company’s circumstances, the Directors consider that incentives to employees and consultants through the grant of Options is cost effective and efficient for the Company, particularly as other companies can

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Global Geoscience Limited Notice of General Meeting – April 2010

attract staff with cash bonuses or increased remuneration but often have less capacity to reward performance through option plans.

Listing Rule 7.1 restricts the number of equity securities that a listed company may issue in any 12 months period, without shareholder approval, to 15% of the number of ordinary securities on issue at the start of the period, subject to certain adjustments and permitted exceptions. In calculating the 15% limit, the entity is entitled to deduct any ordinary securities issued in the 12 month period that were issued with the approval of shareholders for the purposes of Listing Rule 7.1.

Exception 9 of Listing Rule 7.2 provides that Listing Rule 7.1 will not apply to an issue under an employee incentive scheme if within 3 years before the date of issue shareholders have approved the issue of securities under the scheme as an exception to Listing Rule 7.1.

Resolution 2 seeks Shareholder approval for future issues of Options under the Plan for the purposes of Exception 9 of Listing Rule 7.2 over the 3 years period from the date of the General Meeting. The approval of Shareholders of this Resolution 2 will provide the Company with flexibility in considering any necessary further fundraising and will enable the Company to raise further funds (if necessary) at any time by issuing up to the full 15% of its issued share capital, in addition to any Shares and Options issued and approved under Resolution 1, without further reference to Shareholders. Any Options issued (and any Shares issued on exercise of the Options) under Resolution 2 will not be counted towards the calculation of the 15% limit.

Shareholder approval under Resolution 2 will also allow the Company to complete the issue of 1,150,000 Options to certain employees and contractors as detailed in the ASX announcement dated 17 December 2009, on the terms and conditions of the Plan. The Options will be exercisable on or before 17 December 2014 at an exercise price of 15.5 cents per Option. The Options will be issued to the following people:

Name	Number of Options
Joanna Morbey	500,000
Luke Vanzino	200,000
Isaac Nelson	200,000
Jaime Soldi	200,000
Zinha Urrunga	50,000

A summary of the terms of the Plan are set out below. A full copy of the Plan is attached as Annexure A.

Summary of terms of the Plan

Overview

The Plan allows the Company to issue Options to employees and consultants, subject to the terms and conditions of the Plan.

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Global Geoscience Limited Notice of General Meeting – April 2010

Who is eligible to participate?

Full or part time employees or consultants of the Company are eligible to participate.

Operation of Plan

• Options issued pursuant to the Plan will be issued free of charge.

• The exercise price of the Options shall be as the Directors in their absolute discretion determine, provided the exercise price shall not be less than the weighted average of the last sale price of the Company’s Shares on ASX at the close of business on each of the 5 Business Days immediately preceding the date on which the Directors resolve to grant the Options.

• Unless the Directors in their absolute discretion determine otherwise, Options may only be exercised at the following times in any given year:

• between 17 June and 30 June (inclusive);

• between 17 September and 30 September (inclusive);

• between 18 December and 31 December (inclusive); and

• between 18 March and 31 March (inclusive).

• The Directors may limit the total number of Options which may be exercised under the Plan in any year.

Performance Conditions

At the absolute discretion of the Directors, the terms upon which Options will be granted may incorporate performance related factors. Such factors may reflect, inter alia, profitability levels, increases in production or decreases in production costs and may be amended from time to time in a manner favourable to the Option holder.

Participation in future issues

There are no participating 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.

Variations

The Board may alter the terms and conditions of the Plan from time to time or their application in accordance with the Listing Rules.

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Global Geoscience Limited Notice of General Meeting – April 2010

Number of securities issued under the Plan since the date of last Shareholder approval

The Plan is a new plan and has not previously been approved by Shareholders. As at the date of this Notice, no Options have been issued under the Plan.

Directors' Recommendation

Based on the reasons set out above, the Directors (other than Bernard Rowe and Peter Nicholson) recommend that Shareholders vote in favour of Resolution 2 as they intend to do with regard to their own Shareholdings in the Company. As Bernard Rowe and Peter Nicholson have an interest in the outcome of the proposed Resolution, they have declined to provide a recommendation on Resolution 2.

With the exception of Bernard Rowe and Peter Nicholson, no other Director has an interest in Resolution 2.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 2 by the Directors (except those who are ineligible to participate in the any employee incentive scheme in relation to the Company) and their associates. However, the Company need not disregard a vote if:

• a) 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

• b) 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.

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Global Geoscience Limited Notice of General Meeting – April 2010

GLOSSARY

ASX means ASX Limited.

Board means the board of directors of the Company.

Company means Global Geoscience Limited (ACN 098 564 606).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice for the General Meeting.

General Meeting or Meeting means the general meeting of the Company to be held on Friday 23 April 2010.

Listing Rule means a listing rule of the ASX.

Notice means this notice of General Meeting, the Explanatory Memorandum and all annexures to those documents.

Option means an option to subscribe for a Share.

Resolution means a resolution set out in this Notice.

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

Shareholder means a holder of a Share.

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Global Geoscience Limited Notice of General Meeting – April 2010

ANNEXURE A

GLOBAL GEOSCIENCE LIMITED ACN 098 564 606 EMPLOYEE AND CONSULTANT SHARE OPTION PLAN

The Directors are empowered to operate the Global Geoscience Limited employee and consultant share option plan (Plan) on the following terms and in accordance with the Listing Rules of ASX:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

For the purposes of the Plan, the following words have the following meanings:

Associated Body Corporate means:

• (a) a related body corporate (as defined in the Corporations Act) of the Company;

• (b) a body corporate which has an entitlement to not less than 20% of the voting shares of the Company; and

• (c) a body corporate in which the Company has an entitlement to not less than 20% of the voting shares.

ASX means ASX Limited.

Board means the board of directors of the Company.

Business day means those days other than a Saturday, Sunday, New Year’s Day, Australia Day, Good Friday, Easter Monday, Anzac Day, Christmas Day, Boxing Day and any other day which the ASX shall declare and publish is not a business day. Company means Global Geoscience Limited (ACN 098 564 606)

Corporations Act means the Corporations Act 2001 (Cth), as amended from time to time.

Directors mean the directors of the Company.

Listing Rules means the official listing rules of the ASX as amended from time to time.

Option means an option to acquire a Share under the Plan.

Plan means the employee and consultant share option plan constituted by this document.

Share means a fully paid ordinary share in the Company.

Terms and Conditions means the terms and conditions of this Plan as constituted in this document, as amended from time to time.

Trigger Event means:

• (a) the despatch of a notice of meeting to consider a plan of arrangement between the Company and its creditors or members or any class thereof pursuant to section 411 of the Corporations Act;

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Global Geoscience Limited - Annexure A Notice of General Meeting – April 2010

• (b) the announcement of a takeover bid or receipt by the Company of a bidder’s statement in respect of the Company; or

• (c) the date upon which a person or a group of associated persons becomes entitled, subsequent to the date of grant of the Option, to sufficient Shares to give it or them the ability, in general meeting, to replace all or allow a majority of the Board in circumstances where such ability was not already held by a person associated with such person or group of associated persons.

1.2 Interpretation

In this Plan unless the context otherwise requires:

• (a) headings are for convenience only and do not affect its interpretation;

• (b) an obligation or liability assumed by, or a right conferred on, 2 or more Parties binds or benefits all of them jointly and each of them severally;

• (c) the expression person includes an individual, the estate of an individual, a corporation, an authority, an association or joint venture (whether incorporated or unincorporated), a partnership and a trust;

• (d) a reference to any party includes that party’s executors, administrators, successors and permitted assigns, including any person taking by way of novation;

• (e) a reference to any document (including this Plan) is to that document as varied, novated, ratified or replaced from time to time;

• (f) a reference to any statute or to any statutory provision includes any statutory modification or re-enactment of it or any statutory provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it;

• (g) words importing the singular include the plural (and vice versa) and words indicating a gender include every other gender;

• (h) reference to parties, clauses, schedules, exhibits or annexures are references to parties, clauses, schedules, exhibits and annexures to or of this Plan and a reference to this Plan includes any schedule, exhibit or annexure to this Plan;

• (i) where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; and

• (j) a reference to $ or dollar is to Australian currency.

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Global Geoscience Limited - Annexure A Notice of General Meeting – April 2010

2. ELIGIBILITY AND GRANT OF OPTIONS

2.1 Eligible Participants

Eligible participants shall be full time or part time employees or consultants of the Company

or an Associated Body Corporate (Eligible Participants).

2.2 Entitlements

The formula by which the entitlements of Eligible Participants shall be determined shall be

at the absolute discretion of the Directors and shall take into account skills, experience,

length of service with the Company, remuneration level and such other criteria as the

Directors consider appropriate in the circumstances.

2.3 Grant of Options

• (a) The Directors may in their absolute discretion, but subject to paragraph (c), grant Options for the benefit of Eligible Participants.

• (b) The Plan shall only apply to Options over fully paid ordinary shares in the Company.

• (c) Options may not be granted under this Plan, without the issue of a prospectus in accordance with Chapter 6D of the Corporations Act, if the aggregate of:

• (i) the number of Options to be granted;

• (ii) the number of Shares which would be issued if all the current Options granted under any employment incentive plan of the Company were exercised;

• (iii) the number of Shares which have been issued as a result of the exercise of Options granted under any employee incentive plan of the Company, where the Options were granted during the preceding five years; and

• (iv) all other Shares issued pursuant to any employee incentive plan of the Company during the preceding five years,

but disregarding any offer made, Option acquired or Share issued by way of or as a result of:

• (v) an offer to a person situated at the time of receipt of the offer outside Australia;

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• (vi) an offer that was an excluded offer or invitation within the meaning of the Corporations Act as it stood prior to the commencement of Schedule 1 of the Corporate Law Economic Reform Program Act 1999; or

• (vii) an offer that did not need disclosure to investors because of section 708 of the Corporations Act,

would exceed 5% of the then current number of Shares on issue.

3. OPTION TERMS

3.1 Terms of Options

• (a) Options issued pursuant to the Plan will be issued free of charge.

• (b) The exercise price of the options shall be as the Directors in their absolute discretion determine, provided the exercise price shall not be less than the weighted average of the last sale price of the Company’s Shares on ASX at the close of business on each of the 5 Business Days immediately preceding the date on which the Directors resolve to grant the options.

3.2 Exercise of Options

• (a) The Options may only be exercised if the Company’s Shares have been quoted on ASX throughout the 12 month period immediately preceding the exercise of the Options, without suspension during that period exceeding in total 2 trading days.

• (b) Unless the Directors in their absolute discretion determine otherwise, Options may only be exercised at the following times in any given year:

• (i) between 17 June and 30 June (inclusive);

• (ii) between 17 September and 30 September (inclusive);

• (iii) between 18 December and 31 December (inclusive); and

• (iv) between 18 March and 31 March (inclusive).

• (c) The Directors may limit the total number of Options which may be exercised under the Plan in any year.

• (d) All Options with a common expiry date shall have the same exercise price, exercise dates and rights to participate in issues of securities by the Company.

• (e) An Option is exercisable by the holder lodging with the Company a notice of exercise of Option in the form set out in the Schedule or in such form as is approved by the Directors from time to time, together with a cheque for the exercise price of each Option to be exercised and the relevant Option

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certificate or such other evidence of ownership that the Directors may determine from time to time. If not all of the holder’s Options are being exercised, a holder must exercise Options in multiples of 1,000.

3.3 Expiration of Options

Unless the Directors in their absolute discretion determine otherwise, Options shall lapse

upon the earlier of:

• (a) the expiry of the exercise period;

• (b) the Option holder ceasing to be within the category of Eligible Participant by reason of dismissal, resignation or termination of employment, office or services for any reason, except the Directors may resolve within 30 days of such dismissal, resignation or termination, that the Options shall lapse on other terms they consider appropriate;

• (c) the expiry of 1 year after the Option holder ceases to be within the category of Eligible Participant by reason of retirement; and

• (d) a determination by the Directors that the Option holder has acted fraudulently, dishonestly or in breach of his or her obligations to the Company or an Associated Body Corporate.

3.4 Entitlement

• (a) Each Option entitles the holder to subscribe for and be allotted one Share.

• (b) Shares issued pursuant to the exercise of Options will in all respects, including bonus issues and new issues, rank equally and carry the same rights and entitlements as other Shares on issue.

3.5 Participation in future issues

• (a) Participation generally

There are no participating 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.

(b) Reduction in exercise price

Subject to the Listing Rules, if during the exercise period in respect of an Option, there is a pro rata issue (except a bonus issue) to the holders of Shares, the exercise price of the Options may be reduced according to the following formula:

O ' = O − E *[ P − ( S + D )] N + 1

O’ = the new exercise price of the Option.

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• O = the old exercise price of the Option.

E = the number of underlying securities into which one Option is exercisable.

Note: E is one (1) unless the number has changed because of a bonus issue.

P = the average market price per Share (weighted by reference to volume) of the underlying securities during the 5 Business Days ending on the day before the ex rights date or ex entitlements date.

S = the subscription price for a security under the pro rata issue. D = the dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue). N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

No change will be made to the number of Shares to which an Eligible Participant is entitled.

• (c) Bonus issues

In the event of a bonus issue of Shares being made pro-rata to ordinary shareholders, (other than an issue in lieu of dividends), the number of Shares issued on exercise of each Option will include the number of bonus shares that would have been issued if the Option had been exercised prior to the record date for the bonus issue. No adjustment will be made to the exercise price per Share of the Option.

3.6 Quotation

Options will not be quoted on ASX. However, application will be made to ASX for official

quotation of the Shares allotted pursuant to the exercise of Options if the Company’s Shares

are listed on ASX at that time.

3.7 Applications

An application to be issued Options may be made by persons invited to participate in the

Plan in such form and upon such terms and conditions concerning the closing date for

applications as are approved by the Directors from time to time.

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3.8 Reorganisation

The terms upon which Options will be granted will not prevent the Options being reorganised as required by the Listing Rules on the reorganisation of the capital of the Company.

3.9 Assignment and transfer

An Option may not be transferred or assigned except that a legal personal representative of a holder of an Option who has died or whose estate is liable to be dealt with under laws relating to mental health will be entitled to be registered as the holder of that Option after

the production to the Directors of such documents or other evidence as the Directors may

reasonably require to establish that entitlement.

4. OVERRIDING RESTRICTIONS ON ISSUE AND EXERCISE

Notwithstanding the Terms and Conditions or the terms of any Option, no Option may be offered, granted or exercised and no Share may be issued under the Plan if to do so:

• (a) would contravene the Corporations Act, the Listing Rules or any other applicable law; or

• (b) would contravene the local laws or customs of an Eligible Participant’s country of residence or in the opinion of the Board would require actions to comply with those local laws or customs which are impractical.

5. AMENDMENT OF TERMS AND CONDITIONS

5.1 Amendments

Subject to and in accordance with the Listing Rules (including any waiver granted under such

Listing Rules), the Directors (without the necessity of obtaining the prior or subsequent consent of shareholders of the Company in a general meeting) may from time to time amend (including the power to revoke, add to or vary) all or any provisions of the Terms and

Conditions in any respect whatsoever, by an instrument in writing, provided that rights or entitlements in respect of any Option granted before the date of amendment shall not be

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reduced or adversely affected unless prior written approval from the affected holder(s) is obtained.

5.2 Performance related factors

At the absolute discretion of the Directors, the terms upon which Options will be granted

may incorporate performance related factors. Such factors may reflect, inter alia, profitability levels, increases in production or decreases in production costs and may, subject to clause 3.7 above, be amended from time to time in a manner favourable to the Option holder. However such performance related factors, if included in the Options terms

of grant or so amended shall not act in any way to constitute a breach of the Terms and Conditions.

6. TRIGGER EVENT

Notwithstanding the Terms and Conditions, upon the occurrence of a Trigger Event, the Directors may determine:

• (a) that the Options may be exercised at any time from the date of such determination, and in any number until the date determined by the Directors acting bona fide so as to permit the holder to participate in any change of control arising from a Trigger Event, provided that the Directors will forthwith advise in writing each holder of such determination. Thereafter, the Options shall lapse to the extent they have not been exercised; or

• (b) to use their reasonable endeavours to procure that an offer is made to holders of Options on like terms (having regard to the nature and value of the Options) to the terms proposed under the Trigger Event in which case the Directors shall determine an appropriate period during which the holder may elect to accept the offer and, if the holder has not so elected at the end of that period, the Options shall immediately become exercisable and if not exercised within 10 days, shall lapse.

7. ADMINISTRATION OF PLAN

• (a) The Directors may appoint for the proper administration and management of the Plan, such persons as it considers desirable and may delegate

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thereto such authorities as may be necessary or desirable for the administration and management of the Plan.

• (b) Subject to the provisions of the Terms and Conditions, the Directors may make such regulations and establish such procedures for the administration and management of the Plan as they consider appropriate.

• (c) The decision of the Directors as to the interpretation, effect or application of the Terms and Conditions will be final.

8. RIGHTS OF ELIGIBLE PARTICIPANTS

Neither participation in the Plan by the Company or an Associated Body Corporate or any Eligible Participants or Option holders or anything contained in these Terms and Conditions shall in any way prejudice or affect the right of the Company or an Associated Body Corporate to dismiss any Eligible Participant or Option holder or to vary the terms of employment of any Eligible Participant or Option holder. Nor shall participation or the rights or benefits of an Eligible Participant or Option holder under the Terms and Conditions be relevant to or used as grounds for granting or increasing damages in any action brought by an Eligible Participant or Option holder against the Company or an Associated Body Corporate whether in respect of any alleged wrongful dismissal or otherwise.

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SCHEDULE NOTICE OF EXERCISE OF OPTIONS

To: The Directors Global Geoscience Limited Suite 203, 161 Walker Street NORTH SYDNEY NSW 2060

I/We____of _____

_____ being registered holder(s) of the options to subscribe for ordinary shares in the Company set out on the certificate annexed to this notice, hereby exercise ___ of the abovementioned options. I/We enclose my/our cheque for $ ____ in payment of the application monies due in respect of those shares calculated on the basis of $ __ per share.

I/ We authorise and direct the Company to register me/us as the holder(s) of the shares to be allotted to me/us and I/we agree to accept such shares subject to the provisions of the Constitution of the Company.

Dated the day of 20 .

---

Signature of Holder(s)

Note:

1. Each holder must sign.

2. An application by a company must be executed under its common seal and if signing for a company as a sole director/secretary – ensure “sole director” and “sole secretary” is written beside the signature.

3. Cheques should be made payable to Global Geoscience Limited.

4. If you are not exercising all of your options, you must exercise options in multiples of 1000.

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All correspondence to: Global Geoscience Limited Suite 203, 161 Walker Street North Sydney NSW 2060 Enquiries: 61 2 9922 5800 Facsimile: 61 2 9922 4004

GLOBAL GEOSCIENCE LIMITED ACN 098 564 606

PROXY FORM - GENERAL MEETING

[Shareholder details]

Appointment of Proxy

If appointing a proxy to attend the General Meeting on your behalf, please complete the form and submit it in accordance with the directions at the bottom of the page.

I/We being a shareholder/shareholders of Global Geoscience Limited pursuant to my/our right to appoint not more than two proxies, appoint

� The Chairman of the Meeting OR (mark with an “X”) or failing him/her

Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

Write here the name of the other person you are appointing.

or failing him/her, (or if the box is not ticked and no proxy is specified above), the Chairman of the meeting, as my/our proxy to vote for me/us and on my/our behalf at the General Meeting to be held on Friday 23 April 2010 at 10:00am (AEDST) and at any adjournment of that meeting.

This proxy is to be used in respect of

% of the ordinary shares I/we hold.

Voting directions to your proxy – please mark  to indicate your directions

RESOLUTION		For	Against	Abstain*
1.	Ratification of Shares Issued	�	�	�
2.	Approval of Global Geoscience Ltd Employee and Consultant Share Option Plan	�	�	�

• 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.

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Executed in accordance with section 127 of the Corporations Act:

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Individual or Shareholder 1 Joint Shareholder 2 Joint Shareholder 3
Sole Director & Sole Company Secretary Director Director / Company Secretary
Dated this day of 2010
Contact Name Contact Business Telephone / Mobile
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General Meeting Proxy form

Global Geoscience Limited ACN 110 750 019

INSTRUCTIONS FOR COMPLETING PROXY FORM

1. Please note, you cannot change ownership of your securities using this form.

2. Completion of a proxy form will not prevent individual shareholders from attending the General Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the General Meeting.

3. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointments do not specify this proportion, each proxy may exercise half of the votes.

4. A proxy need not be a shareholder of the Company.

5. If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

6. If a representative of a company shareholder is to attend the Meeting, a properly executed original (or certified copy) of the appropriate “Certificate of Appointment of Corporate Representative” should be produced for admission to the Meeting. Previously lodged “Certificates of Appointment of Corporate Representative” will be disregarded by the Company.

7. If a representative as Power of Attorney of a shareholder is to attend the meeting, a properly executed original (or originally certified copy) of an appropriate Power of Attorney should be produced for admission to the General Meeting. Previously lodged Powers of Attorney will be disregarded by the Company.

8. Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: Where the holding is in one name, the holder must sign. Joint Holding: Where the holding is in more than one name, all of the shareholders should sign. Power of Attorney: If you are signing under a Power of Attorney, you must lodge an original or certified photocopy of the appropriate Power of Attorney with your completed Proxy Form. Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person.

If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone.

Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

1. Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address below not later than 10:00 am (AEDST) on Wednesday 21 April 2010 (48 hours before the commencement of the meeting).

Any Proxy Form received after that time will not be valid for the scheduled meeting.

Hand deliveries/Postal Address: Global Geoscience Limited Suite 203, 161 Walker Street North Sydney NSW 2060

Alternatively you can fax your proxy form so that it is received no later than 10:00 am (AEDST) on Saturday, 6 December 2008 on the fax number listed below.

(02) 9922 4004

Fax number: