CORTONA RESOURCES LIMITED ACN 117 848 790

NOTICE OF GENERAL MEETING

TIME: 10:00am (WST)
DATE: Monday, 14 May 2012
PLACE: The Celtic Club
48 Ord Street West Perth Western Australia

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the

Company Secretary on +61 8 9485 0577.

C O N T E N T S

Business of the Meeting (setting out the proposed Resolutions) 3
Explanatory Statement (explaining the proposed Resolutions) 4
Glossary 6
Proxy Form Attached

I M P O R T A N T I N F O R M A T I O N

Time and place of Meeting
Notice is given that the general meeting of the Shareholders to which this Notice of
Meeting relates will be held at 10:00am (WST) on Monday, 14 May 2012 at:
The Celtic Club
48 Ord Street West Perth Western Australia
Your vote is important
The business of the General Meeting affects your shareholding and your vote is important.
Voting eligibility
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 10:00am (WST) on Saturday, 12 May 2012.
Voting in person
To vote in person, attend the General Meeting at the time, date and place set out above.
Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, members are advised that:
• each member has a right to appoint a proxy;
• the proxy need not be a member of the Company; and
• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. [If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section
249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.]

1

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August
2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that:

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

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

Further details on these changes is set out below.
Proxy vote if appointment specifies way to vote
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

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

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

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

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

Transfer of non-chair proxy to chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:

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

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

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

• either of the following applies:

o the proxy is not recorded as attending the meeting;

o the proxy does not vote on the resolution,

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

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B U S I N E S S O F T H E M E E T I N G

AGENDA
ORDINARY BUSINESS
1. RESOLUTION 1 - RATIFICATION OF PRIOR ISSUE - SHARE PLACEMENT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 33 million Shares on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. RESOLUTION 2 - PLACEMENT OF SHARE PURCHASE PLAN SHORTFALL SHARES
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 25 million Shares on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

DATED: 11 APRIL 2012
By order of the Board
PETER VAN DER BORGH MANAGING DIRECTOR

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E X P L A N A T O R Y S T A T E M E N T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.
1. RESOLUTION 1 - RATIFICATION OF PRIOR ISSUE - SHARE PLACEMENT
1.1 General
On 5 April 2012, the Company announced a placement of up to 33 million Shares at an issue price of $0.12 per Share to raise up to $3.96 million (Placement).
Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares (Ratification).
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.
ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.
By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.
1.2 Technical information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Placement:
(a) By the date of this meeting, the Company expects to issue and allot up to 33 million Shares, and this will be confirmed by way of an ASX announcement prior to the meeting;
(b) the Shares will be issued at $0.12 each;
(c) the Shares to be issued are all fully paid ordinary shares in the capital of the Company, and will be issued on the same terms and conditions as the Company's existing Shares;
(d) the Shares will be allotted and issued to professional and sophisticated investors. None of these subscribers are related parties of the Company; and
(e) the funds raised from this issue will be used for site engineering works and finalising approvals required for the development of the Company's Dargues Reef Gold Project, for regional exploration, and for working capital purposes.

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2. RESOLUTION 2 - PLACEMENT OF SHARE PURCHASE PLAN SHORTFALL SHARES
2.1 General
On 5 April 2012, the Company announced its intention to offer Shareholders the chance to participate in a share purchase plan to subscribe for ordinary, fully paid shares in the Company (Plan). A maximum of 25 million Shares may be issued pursuant to the Plan. Any Shares not subscribed for by Shareholders pursuant to the Plan (Shortfall Shares) may be placed at the Directors' discretion.
Resolution 2 seeks Shareholder approval for the placement of the Shortfall Shares (if any) under the Plan. Depending on the level of acceptances under the Plan, this could result in the allotment and issue of up to 25 million Shares at an issue price of $0.12 per Share to raise up to $3 million (Placement).
The Company has engaged the services of Hartleys Limited (ACN 104 195 057) (Hartleys), a licensed securities dealer (AFSL 230052), to manage the Placement. The Company will pay Harleys a fee of 6% (exclusive of goods and services tax) on the amount raised under the Placement.
A summary of ASX Listing Rule 7.1 is set out in Section 1 above.
The effect of Resolution 2 will be to allow the Shortfall Shares (if any) to be placed during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.
2.2 Technical information required by ASX Listing Rule 7.1
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement:
(a) the maximum number of Shares to be issued is 25 million;
(b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
(c) the issue price will be $0.12 per Share;
(d) the Directors will determine to whom the Shares will be issued, but these persons will not be related parties of the Company;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares; and
(f) the Company intends to use the funds raised from the Placement for site engineering works and finalising approvals required for the development of the Company's Dargues Reef Gold Project, for regional exploration, and for working capital purposes.

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G L O S S A R Y

$ means Australian dollars.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
ASX Listing Rules means the Listing Rules of ASX.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Company means Cortona Resources Limited (ACN 117 848 790).
Constitution means the Company's constitution. Corporations Act means the Corporations Act 2001 (Cth). Directors means the current directors of the Company.
Explanatory Statement means the explanatory statement accompanying the Notice.
General Meeting or Meeting means the meeting convened by the Notice.
Notice or Notice of Meeting means this notice of general meeting including the
Explanatory Statement and the Proxy Form.
Plan means the Company's Share Purchase Plan described in Section 2 of the
Explanatory Statement.
Proxy Form means the proxy form accompanying the Notice.
Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
WST means Western Standard Time as observed in Perth, Western Australia.

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