Ann: Notice of General Meeting/Proxy Form-PWN.AX, page-2

Good or bad guys?

1. Resolution 3 seeks Shareholder approval for the issue of up to 100,000,000 Shares to an Exempt Investor at an issue price of at least 80% of the volume weighted average price of Shares calculated over the last 5 days prior to the issue of Shares.
   
   The Company is currently in negotiations with an Exempt Investor to raise funds to assist with the development activities of the Dinner Hill Fertiliser Project. This negotiation is at an early stage, but putting this facility in place will allow the Board to make a quick decision, if required in the negotiations. This will be done with the view to maximizing the Company’s ability to raise funds to enable an aggressive development program to continue, the Directors believe that it is prudent to seek approval for the future issue of Shares to the Exempt Investor (Exempt Investor Shares).