Motopia Limited ABN 67 099 084 143

Notice of General Meeting of Shareholders

Date: 18 October 2012

Time: 3:00 pm AEDT

Place: Hotel Charsfield, 478 St Kilda Road, Melbourne, VIC, 3004.

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.

Motopia Limited ABN 67 099 084 143

Notice of General Meeting

Notice is hereby given that a General Meeting of the shareholders of Motopia Limited ACN 099 084 143 will be held in the Webb Room at the Hotel Charsfield, 478 St Kilda Road, Melbourne, VIC, 3004, on Thursday, 18 October 2012 at 3:00 p.m. AEDT.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

Terms and abbreviations used in this Notice of General Meeting and Explanatory Statement are defined in the Glossary.

1. Agenda for the Meeting

Resolution 1 – Change in Nature and Scale of Activities of the Company

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to the passing of Resolutions 2, 3 and 4, for the purposes of ASX Listing Rule 11.1.2 and for all other purposes, approval is given for the Company to make a significant change to the nature and scale of its activities as set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by any person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the Resolution is passed, and any of their associates. However, the Company need not disregard a vote if:

• 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
• 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.

Resolution 2 - Consolidation of Capital

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That for the purpose of section 254H of the Corporations Act, and for all other purposes approval is given for the issued capital of the Company to be consolidated on the basis that:

(a) every fifty (50) Shares be consolidated into one (1) Share; (b) every fifty (50) Options be consolidated into one (1) Option with the exercise price amended in inverse proportion to that ratio; and

where this Consolidation results in a fraction of a Share or Option, being held by a Shareholder or Option-holder as the case may be, the Directors be authorised to round that fraction up to the nearest whole Share, or Option, and otherwise as described in the Explanatory Statement."

Resolution 3 – Issue of Shares for the Acquisition of Treasure Development Limited

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to the passing of Resolutions 1, 2 and 4, for the purposes of ASX Listing Rule 7.1 and all other purposes, the issue of 2,500,000 Shares for the acquisition of Treasure Development Limited, as referred to in the Explanatory Statement, is approved."

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by any person who may participate in the issue or might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any of their associates. However, the Company need not disregard a vote if:

• 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
• 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.

Resolution 4 – Issue of up to 25,000,000 Shares (Capital Raising)

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to the passing of Resolutions 1 to 3 (inclusive), for the purposes of ASX Listing Rule 7.1 and all other purposes, the issue of up to 25,000,000 Shares at an issue price of $0.20 per share to raise up to $5,000,000, as referred to in the Explanatory Statement, is approved."

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by any person who may participate in the issue or might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any of their associates. However, the Company need not disregard a vote if:

• 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
• 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.

Resolution 5 – Approve the issue of 141,427,140 Options

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That for the purposes of ASX Listing Rule 7.1 and all other purposes, the issue of 141,427,140 Options on pre-consolidation basis, as referred to in the Explanatory Statement, is approved."

Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by any person who may participate in the issue or might obtain a benefit and any of their associates. However, the Company need not disregard a vote if:

• 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
• 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.

Resolution 6: Change of Company Name

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:

"That, for the purposes of section 157(1) of the Corporations Act and all other purposes, approval is given that the name of the Company be changed from Motopia Limited to AusBase Minerals Limited with effect from the date that ASIC registers the change in the name."

2. Determination of voting entitlement

For the purpose of determining a person's entitlement to vote at the Meeting, a person will be recognized as a shareholder and the holder of Shares if that person is registered as a holder of those Shares at 7:00 p.m. AEDT on 16 October 2012.

3. Votes

Unless a poll is demanded in advance of voting on a resolution, voting on each resolution will initially be by way of a show of hands. On a show of hands, each member present in person or by proxy or, in the case of a body corporate, by a representative, shall have one vote.

On a poll, every member present in person or by attorney or by proxy or, in the case of a body corporate, by a representative, shall have one vote for each share held by him, her or it.

4. Proxies

A Shareholder entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of the Shareholder.

Where the Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, each proxy may exercise half of the votes.

A proxy need not be a Shareholder.

To be effective, the instrument of appointment of a proxy (and power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority) must be received by the Company at PO BOX 627 Collins St West VIC 8007 or by facsimile on + 61 (0) 3 8678 1747 by 3:00 p.m. AEDT on 16 October 2012.

A form of proxy accompanies this Notice of Meeting.

Justyn Stedwell Company Secretary On behalf of the Board of Directors Motopia Limited 14 September 2012

FXPLANATORY STATEMENT

This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in this Notice.

The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

1. OVERVIEW OF TDL ACQUISITION, CYPRUS PROJECT AND NEW BUSINESS

$1.1$ Introduction

The Company was incorporated on 18 December 2001 and was admitted to the official list of the ASX on 29 May 2002 as a medical device company.

As a result of the medical device business performing significantly below expectations, changes were made to the Company's board of directors and in early 2010 the new Board resolved to focus on the emerging digital and mobile marketing industry and the Company embarked on an acquisition strategy.

Unfortunately, due to the global economic crisis and other factors the digital and mobile marketing businesses struggled to meet financial expectations and revenues continued to decline. As a result, in late 2011 changes to the board of directors was implemented and swift action taken to cut the Company's losses, clean up the Company's balance sheet, and find a new and exciting business opportunity.

In November 2011 the new Board announced to the market its intention to explore opportunities within the mining sector.

The Company intends to change the nature and scale of its activities to become a diversified prospecting, exploration, mining and resources company, with an initial focus on exploration for copper, gold and base metals in Cyprus. Accordingly, the Company's proposed new business will be to select and acquire base mineral exploration projects which in the opinion of the Company's directors have high potential and will assist the Company to achieve its goal of increasing shareholder wealth.

In order to reflect the new business activities, the Company proposes to change its name to AusBase Minerals Limited.

$1.2$ TDL Acquisition

On the 6 July 2012 the Company announced that it had entered into a Heads of Agreement with Treasure Development Limited (TDL), a Cyprus based company which owned several key copper- nickel-gold prospecting permits in Cyprus covering a prospective area exceeding 60km2 (TDL Acquisition).

On 14 September 2012, the Company executed a share sale and purchase agreement relating to the TDL Acquisition (SSPA). The SSPA is between the Company and the TDL Shareholders and provides that the Company will acquire 100% of the issued share capital in TDL.

The SSPA is subject to several conditions precedent including shareholder approval in respect to the TDL Acquisition, the issue of shares pursuant to a Prospectus, the issue of Shares to the TDL Shareholders, approval to the change in nature and scale of the Company's activities, as well as raising a minimum of $2,500,000 under a Prospectus.

The total consideration payable by the Company for the TDL Acquisition is $1.6m, $850,000 of which is split between cash and shares and a deferred consideration of $750,000 which is only payable on receipt of a bankable feasibility study. Further details about the SSPA are set out in section 1.4.

$1.3$ Overview of Cyprus Project

Cyprus Project

In completing the TDL Acquisition, the Company is acquiring a total of 23 prospecting and reconnaissance permits in the Republic of Cyprus. As at the date of this Notice, 12 of these permits had been granted, 1 had been approved and the remaining 10 were still applications. The granted-approved permits cover an area of $\sim$ 63.3 km2, whereas the applications cover $\sim$ 163.14 km2. Three additional permits have been rejected for grant, but may be reconsidered upon further discussion with government authorities.

The exploration targets within these permits are:

• Copper, gold (± silver, zinc) in volcanic-hosted massive sulphides, and
• Copper, nickel, cobalt, gold in hydrothermal veins within ultramafic rocks.

The permits cover 7 prospective project areas and include:

• Historic copper mines in massive sulphide bodies (eg., Vrechia, Kalavasos, Mathiatas, Kappedhes),

• Possible extensions of nearby mines (Kambia, Sha, South Mathiatas), $\bullet$
• Historic copper prospects with outcropping cupreous gossans, and $\bullet$
• All known copper, nickel, cobalt, gold mineralisation (Laxia-Pevkos). $\bullet$

Figure 1: Map of Cyprus showing the location of the current permit and application areas.

Laxia Tou Mavrou & Pevkos

The Laxia - Pevkos project comprises 8 prospecting permits, of which 4 have been granted and 1 approved. The permits cover all of the geology considered prospective for massive pyrrhotite mineralisation. A number of historic prospects have been rediscovered in the Pevkos and Laxia tou Mavrou area, where there is high-grade, highvalue copper, nickel, cobalt, gold sulphide mineralisation.

Pevkos is located within serpentinite units immediately north of a large gabbroic body, which is the target for the adjacent gravel mine. Pevkos contains two main sulphide lodes, both of which dip moderately southwest. Although gossan and malachite are developed along the contact between the gabbro and serpentinite, the sulphide mineralisation does not appear to be associated with the contact directly. Indeed the contact may disrupt the western lode. However, both lodes appear to be subparallel to the gabbro contact and the sulphide lodes and gabbro intrusion may be controlled by the same shear zones.

Historical sections have been found in the Cyprus Geological Survey archive, but provide only limited geological and geochemical information. Adits of 640 m are recorded at Pevkos (330 m western lode, 310 m eastern lode). The adit entrance at the eastern lode has been located and although it is flooded there is a massive gossan outcrop at the entrance. The adit to the western lode cannot be located though the waste heap remains. The gossan near where the western adit entrance is mapped returned an assay of 9.77 g/t gold, 0.43 % copper and 0.25 % nickel confirming proximity to ore. A fragment of massive sulphide washed from the western waste heap returned 8.02 $g/t$ gold, 3.1 % copper, 3.7 % nickel and 0.28 % cobalt. The adit sections show the sulphide mineralisation to trend northwest-southeast, to comprise multiple thin veins within a larger shear zone and to be as wide as the adit in places. There are few recorded assays and no historic gold prospecting.

Figure 2: Composite cross section across the eastern and western zones at Pevkos

Laxia tou Mavrou is located 5.5 km northwest of Pevkos in steep terrain about 1.5 km south of Dhierona and 3 km west of Prastio. Pyrrhotite-dominated copper, nickel, cobalt, gold mineralisation is localised along a fault-fracture corridor within massive serpentinite. Outcropping gossan is mappable for approximately 1.4 km, with the associated massive sulphide only a few metres below. Historical sections have been found in the Cyprus Geological Survey archive, but provide only limited geological and geochemical information. Approximately 880 m of exploratory adits are recorded. One adit is still accessible where the massive sulphide is 4.7 metres thick (true width) and returned a composite sample of 0.76 % copper, 2.2 g/t gold, 0.19 % nickel and 0.11 % cobalt. Stringer sulphide is also present in the hangingwall.

Preliminary rock chip sampling along approximately 1.4 km of Laxia tou Mavrou gossan returned numerous high-grade copper and gold values including:

17.0 g/t gold, 0.50 % copper 13.95 g/t gold, 0.50 % copper $6.19$ g/t gold, 0.34 % copper

and some with elevated nickel and cobalt:

7.2 g/t gold, 1.29 % copper, 0.15 % nickel, 0.03 % cobalt 6.99 g/t gold, 3.55 % copper, 0.15 % nickel, 0.18 % cobalt 5.35 g/t gold, 9.4 % copper, 0.15 % nickel, 0.05 % cobalt 4.21 g/t gold, 0.26 % copper, 0.04 % nickel 4.1 g/t gold, 1.24 % copper, 0.16 % nickel, 0.14 % cobalt 2.39 g/t gold, 1.94 % copper, 0.17 % nickel, 0.07 % cobalt

Gravel tracks provide access to the area from both Prastio and Dhierona, but tracks around the prospect are now too degraded to allow vehicle access. Nevertheless, these old tracks could be easily fixed to permit drill rig access. The relative relief in the area exceeds 200 m over a distance of 200 m. Old timers from the local village Prastio, who worked these adits in the early 1950's, report that copper ore was shipped to Kalavasos for trial processing $(20 \text{ km}$ northeast), but despite the high copper grades it was incompatible with the existing processing plant.

Vrechia

The Vrechia project comprises three prospecting permits ~30 km northeast of the seaside city of Paphos. Two of the permits have been granted and one is still awaiting approval. The licences cover an area of approximately $9 \times 3$ km and are cut by the Xeros River and the sealed road north of Pano Panagia. Although the area is quite steep, there are many forestry tracks allowing excellent access.

It is reported that 80,000 tonnes at 0.55 % copper and 0.3 % zinc and 120,000 tonnes at 0.45 % copper and 0.3 % zinc were mined from the Vrechia mine. The orebody is still exposed in the pit and grab samples have confirmed the copper grades plus gold:

• $\bullet$ 0.42% copper, 0.02 g/t gold, 0.43 g/t silver
• 0.16% copper, $0.21$ g/t gold, $0.74$ g/t silver
• $\bullet$ 0.52% copper, 0.71 g/t gold, 4.25 g/t silver

In addition, recent drilling by Northern Lion at their Saint Nikolas project, which is approximately 800 m east of the Vrechia tenure and in the same rock units, returned 28m $@$ 4.5g/t gold and 1% copper).

Kalavasos

The Kalavassos project comprises one reconnaissance licence application (AE4467) covering 21.7 km2 over the historic Kalavassos mine precinct. The project area is between the villages of Asgata and Vasa, approximately 6 km northwest of the Limassol to Larnaca Highway and 9 km north of the port of Vasiliko, where historically the Kalavassos ore was treated and shipped. A bitumen road connects the highway to Asgata and access within the licence appears good. A compilation of the mineral resources of mines in Cyprus by the Mines Services Division of the Cyprus Government puts 7 deposits in the Kalavasos area that produced a combined total of 4.7 million tonnes at 1.0-2.5 % copper. No work has been completed by the vendor in the area and no gold values are known.

Kambia - Mathiatas - Sha

The Kambia – Mathiatas – Sha project area comprises 11 permits in the northeastern part of the Troodos Ophiolite. As of the date of this Notice, the project comprised 6 granted prospecting permits, 2 permits yet to be decided and 3 permits to be reconsidered. The project area is 22.0 x 6 km and includes the Kappedhes Mine, the western end of the Mathiatas Mine, possible extensions of the Peristerka-Pytharochoma, Kambia (Kokkinonero), South Mathiatas (Psathas) and Sha Mines and numerous outcropping prospects.

At the Peristerka-Pytharochoma Mine it is reported that 658,354 tonnes at 1.5 % copper were mined, whereas at Kambia (Kokkinonero) 557,540 tonnes were mined, but no copper grade is reported. No gold grades are reported at either mine.

The Kappedhes mine is reported to have produced approximately 55,000 tonnes of ore, but no copper grade is not reported. Preliminary sampling of massive sulphide within the pit returned maximum values of 0.12 % copper and 0.2 $g/t$ gold.

The Mathiatas mine is reported to have produced 2.1 million tonnes at 0.2 % copper. The current tenure only captures the western end of the open cut mine, but this is the direction the mineralization extends. Preliminary sampling of massive sulphide from the Mathiatas pit returned copper values slightly lower than previously reported, but good gold and silver values:

• $\bullet$ 0.11% copper, 0.51 g/t gold, 0.98 g/t silver
• $\bullet$ 0.16% copper, 0.37 g/t gold, 3.31 g/t silver
• $\bullet$ 0.19% copper, 0.37 g/t gold, 2.98 g/t silver
• 0.09% copper, $0.36$ g/t gold, $1.93$ g/t silver
• $\cdot$ 0.09% copper, 0.48 g/t gold, 3.01 g/t silver
• $\bullet$ 0.06% copper, 0.38 g/t gold, 2.05 g/t Ag silver

The project area also covers possible extensions (within 300 m) of the Sha, South Mathiatas (Psathas) and Kambia (Kokkinonero) mines. At Sha, it is reported that 334,179 tonnes of ore was removed at 0.5-1.2 % copper. Two samples from the open pit at Sha returned:

0.14 % copper, 0.12 g/t gold, 2.47 g/t silver 0.15 % copper, 0.70 g/t gold, 2.95 g/t silver, 0.14 % zinc.

At South Mathiatas (Psathas), no production figures are reported but samples from the small pit returned very high gold values including:

0.21 % copper, 0.45 g/t gold, 3.65 g/t silver 0.20 % copper, 1.38 $g/t$ gold, 3.47 $g/t$ silver 0.04 % copper, 4.98 g/t gold, 4.56 g/t silver

At the Kambia (Kokkinonero) mine it is reported that 557,540 tonnes were mined. No copper grade is reported.

Figure 3: Photos of the various prospective areas (starting from top left Vrechia, North Mathiatas, Pevkos and Laxia Tou Mavrou.

Arakapas

The Arakapas project comprises the northern part of reconnaissance permit application AE4492 and straddles the Arakapas Transform Fault, which is a major geological structure in the Troodos Ophiolite. Three copper prospects and one ancient slag dump are recorded in the project area. Very limited samples of gossan in the area have returned maximum values 1.18 % copper and 0.37 g/t gold.

Pano Lefkara

Pano Lefkara comprises one reconnaissance licence application (AE4480) immediately east of Pano Lefkara and Kato Lefkara. The project covers an area of 15.0 km2 and includes the valley of the Syrgatis River, upstream from the Dipotamos Reservoir.

Geology maps indicate the prospect area to comprise Basal Group gabbro overlain by Lower Pillow Lavas, which in turn are overlain by Lefkara Formation sediments. The rock package dips shallowly to the south and southwest. No Upper Pillow Lavas are mapped

in the area. No copper prospects from the 2007 Mineral Resources Map of Cyprus plot within the permit, but two copper-sulphide prospects have been mapped within 800 m of the permit area and two ancient slag dumps are mapped within. Recorded mineral prospects in the area are within Lower Pillow Lavas or near the contact with the Basal Group. Northern Lion have reported surface sampling of a breccia zone within the Lower Pillow Lavas approximately 3 km west of the projects area that returned 41 m at 3.47 $g/t$ gold, 25 m at 1.1 $g/t$ gold and 24.5 m at 1.06 $g/t$ gold.

Stavrovouni

The Stavrovouni project comprises a 17.3 $km2$ reconnaissance permit application approximately 15 km west of Larnaca. The project is immediately north of the Larnaca to Limassol Highway and east of the Nicosia to Limassol Highway. There is reasonable road access throughout the permit area. The permit area straddles the volcanicsediment contact with more than half of the licence covered by Lefkara Formation sediments and so the prospective volcanic units are beneath.

One ancient slag dumps marked on the 2007 Mineral Resources Map of Cyprus plots within the permit, but no copper-sulphide prospects. There is an abandoned pyrite mine $\gamma$ 1 km southwest of the licence where <500,000 tonnes are reported to have been mined. The mine could not be located from the satellite imagery. There is an active gravel mine in Basal Group gabbro at the northwest boundary of the permit.

$1.4$ Attraction of Cyprus

Cyprus has a mining history extending back to the Bronze Age. Mining has focused on the many exposed massive pyrite deposits, which have been exploited for copper, gold, silver, zinc and sulphur. The largest known of these deposits were Mavravouni with 16.5 million tonnes at 4.5 % Cu. (and Skouriotissa (Phoukasa - 6.8 million tonnes at 2.5 % copper; Phoenix – 22 million tonnes at 0.46-0.8 % copper). Mining continues at the Phoenix deposit (Skouriotissa) with 3,660 tonnes of copper cathode produced in 2011. A compilation of the mineral resources of 30 mines in Cyprus by the Mines Services Division of the Cyprus Government puts the total resource at >1.27 million tonnes contained copper. They also estimate the total export of copper from 1931-2011 at 848,000 tonnes copper. Gold recoveries and grades have not been reported in the resources, but preliminary sampling suggests reasonable gold grades are quite common in the massive sulphide deposits. Mineral exploration is active in Cyprus with Northern Lion Gold Corp (TSX-V listed) exploring numerous concessions covering the massive pyrite deposits.

As a former British Colony the legal, statutory and business requirements are familiar to Australians. Although the official language is Greek, most young Cypriots speak English. Australia has large Cypriot populations in Sydney and Melbourne. Cyprus has modern roads, ports and complete mobile phone coverage, is a member of the European Union

and part of the Eurozone.

TDL's Cypriot partners are actively involved in extractive mining and understand all the legal and statutory requirements for the industry.

Cyprus has a 10% Corporate Tax rate which is the lowest in the European Union.

$1.5$ Summary of the SSPA

Below is a summary of the key terms of the SSPA.

All references to dollars or $ are Australian dollars, unless indicated otherwise.

(a) Conditions Precedent

Completion of the SSPA is subject to several condition precedents being satisfied (or waived). These include:

• shareholders approving all relevant resolutions including the change to the nature and scale of the Companies activities, the issue of the shares to the TDL Shareholders, the issue of shares under a Prospectus, and the proposed consolidation of the Company's shares;
• the Company successfully raising at least $2,500,000 under a Prospectus;
• there being no material breach of any of the warranties;
• there being no material adverse change to the assets of the Company; and
• the Company obtaining all necessary governmental and regulatory approvals (both in Australia and in Cyprus (if applicable).
• (b) Consideration

The total consideration payable by the Company for the TDL Acquisition to the TDL Shareholders is $1.6 million, comprising of the following components:

• $350,000 in cash (Cash Consideration); and
• 2,500,000 Shares (Post-Consolidation) issued at $0.20 each (Share Consideration); and
• a deferred payment of $750,000 of Shares based on a VWAP should the Company receive a Bankable Feasibility Study that confirms the commercialisation of the Cyprus Project.

Until completion, the TDL Shareholders must ensure that TDL conducts its business in the normal and ordinary course with due care and in accordance with normal practice. The TDL Shares have provided standard warranties in relation to the TDL shares, its business and assets and its financial position. The rights of recourse of the Company under these warranties are subject to a number of standard limitations and qualifications. The parties to the SSPA have agreed that an amount of $50,000 will be held in escrow for 6 months as security against any warranty claims.

$1.6$ Proposed changes to board composition

There are no proposed changes to the composition of the Company's board of directors as a result of the TDL Acquisition. Details of the Company's Board members' qualifications and experience are as follows:

Mr Frank Vetrone – Executive Chairman

Mr Vetrone came to the Company with in excess of 25 years commercial experience and over 10 years' experience in the financial markets as a sophisticated investor. Mr Vetrone has been instrumental in the raising of capital to support public listed companies and IPO's.

With a strong sales and marketing background Mr Vetrone has held senior positions with Summit Investments (Sumitomo Group) and the BMW dealer network where he was responsible for the financial management, sales and corporate governance of the organisation. Mr Vetrone has been responsible for the restructuring of businesses and departments to ensure financial targets were achieved to the satisfaction of stakeholders.

Since joining the Board in August 2011, Mr Vetrone has been instrumental in restructuring the business and eliminating all underperforming subsidiaries. He facilitated a reduction in corporate overhead by 75% and elimination of outstanding debt. Mr Vetrone also played a major role in facilitating significant capital raisings during this time. In addition, Mr Vetrone has also facilitated project negotiation and procurement, and the development of a short to medium term strategic outlook for the Company

Mr Vetrone is not a director of any other listed company.

Mr Gernot Abl - Chief Operating Officer & Executive Director

Mr Abl has more than 12 years commercial experience. Mr Abl holds Bachelors of Laws and Commerce (Accounting and Finance) from the University of Western Australia. In addition he has completed both the Securities Institute of Australia (SIA) and Company Director (CDC) courses.

During his employment with both Deloitte Consulting and Deloitte Corporate Finance, Mr Abl gained considerable experience across a number of different industries. Whilst engaged by AurionGold during their acquisition by Placer Dome he was responsible for writing the strategic business plan for the Kalgoorlie region and also modelling the consolidation of the new entity. He has experience in strategic planning, financial analysis and modelling – specifically within the mineral resources, energy & utilities and gaming industries.

Since joining the Board in January 2012 Mr Abl has been involved in facilitating business restructuring and cost reduction. Mr Abl has been instrumental in aiding the Board to develop an asset procurement strategy. He has also been responsible for the development and subsequent modelling of the Company's forecast cost structure. Mr Abl has also assisted in negotiation and the implementation of processes and controls from an accounting perspective.

Mr Abl is not a director of any other listed company.

Dr Michael Green - Non-Executive Director

Dr Michael Green has been an independent geological consultant for nearly 6 years operating as Remote Area GeoScience. In that time, he has worked for numerous Australian Stock Exchange-listed and independent companies both in Australia and worldwide. Michael has worked on a variety of commodities; with most work on gold, copper, nickel and rare earth elements. Michael has extensive experience managing all aspects of exploration programs.

Dr Green graduated with an Honours degree in Geology (First Class) from the University of Western Australia in 1995 and then moved to Broken Hill to work for Pasminco Exploration as an Exploration Geologist. Dr Green completed his PhD at the University of Sydney in 2001 and then moved to Alice Springs to join the Northern Territory Geological Survey. In 2004, Michael moved to Tanami Gold NL where he was the Senior Geologist responsible for managing their Northern Territory projects. In August 2006, Dr Green became an independent geological consultant. His current clients include Kentor Gold Limited, Northern Mining Limited and Arafura Resources.

Dr Green is a Member of the Australia Institute of Geoscientists (MAIG) and has been the Competent Person for a number of Australian Stock Exchange releases.

Dr Green is not a director of any other listed company

$1.7$ Pro-forma Balance Sheet

An unaudited pro forma balance sheet of the Company following completion of the TDL Acquisition and Capital Raising is set out in Annexure A of this Explanatory Statement.

$1.8$ Control

Whilst the TDL Acquisition and the issue of securities pursuant to the Resolutions set out in this Notice of Meeting will result in an aggregate change of control of the Company, no person or any of their associates will have a Relevant Interest in 20% or more of the issued voting shares of the Company after completion of the TDL Acquisition and the issue of other securities contemplated by the Resolutions.

$1.9°$ Re-compliance with Chapters 1 and 2 of the ASX Listing Rules

On the basis that approval pursuant to Resolutions 1 to 4 (inclusive) is obtained, the Company will seek to re-comply with the requirements of Chapters 1 and 2 of the ASX Listing Rules. Re- quotation of the Company Shares on ASX will be subject to the Company meeting these requirements.

Effect of Consolidation, TDL Acquisition and all other resolutions on capital $1.10$ structure

The effect of the Consolidation, TDL Acquisition, the Capital Raising and all other resolutions contained with this Notice of Meeting on the capital structure of the Company is as follows:

Event	Number of Shares	Number ofOptions
Current	558,291,047	28,000,000
Issue of Options under Resolution $5_{(a)}$		141,427,140
Following Consolidation (50:1)	11,165,821	3,388,543
Issue of Shares to TDL Shareholders	2,500,000
Issue of shares pursuant to a prospectus	25,000,000
(b)
Following completion of all transactions	38,665,821	3,388,543

*Please note, the above table is based on Shares and Options currently on issue at the date of this Notice and Shares and Options the subject of resolutions at the Meeting. Further Shares or Options may be issued by the Company between the date of this notice and the date of the Meeting. Any Shares or Options issued between the date of this Notice and the date of the Meeting will be consolidated on the same 50:1 basis as the Shares and Options set out in the above table.

Notes:

$(a)$ Subject to the approval of Resolution 5 as set out in this Notice.

Assuming the maximum of $5,000,000 is raised pursuant to the offer under the Prospectus. $(b)$

Indicative timetable $1.11$

The anticipated timetable for the completion of the TDL Acquisition and the balance of the matters referred to above is set out below. The below dates are indicative only and may change without notice.

Event	Indicative date
Dispatch of notice of general meeting seeking shareholderapproval of proposed transactions, change in nature and scaleof activities, etc	By 17 September 2012
Lodge Prospectus with ASIC and ASX	28 September 2012
Opening Date of Priority and Public Offer	8 October 2012
Date of general meeting and suspension of trading in MOTshares	18 October 2012
Closing date of Priority Offer	19 October 2012
Closing date of Public Offer	2 November 2012
Completion of Proposed Transaction	7 November 2012
Issue of shares under the Prospectus	7 November 2012
Dispatch of holding statements	9 November 2012
Anticipated date ASX trading resumes	12 November 2012

As indicative above, the Company's securities will be suspended from trading on ASX from the date of the General Meeting until such time as the Company re-complies with Chapters 1 and 2 of the ASX Listing Rules.

1.12 Advantages of TDL Acquisition

The Directors consider that the key advantages to the Company of completing the acquisition of Treasure Developments are as follows:

• The TDL Acquisition will assist the Company's to achieve its publically disclosed strategy of returning value to shareholders through methodically moving forward with potential mining/exploration opportunities.

• Infrastructure is already in place with approximately 40km from the furthest prospecting permits to the Port of Limassol on major sealed roads.

• Potential for open pit operations with exposed mineralization at numerous prospects. While there is a significant amount of work required, to drill-out each project and complete feasibility studies, with 100% ownership the Company will be in control of the process.

• Logistics and management synergies with expertise available in Cyprus.

• The project represents a significant long-term capital growth option for the Company, not just over the project itself, but on the exploration potential of the greater EU region.

• Reconnaissance work for TDL Acquisition was headed-up by Australian Geologist, Dr Michael Green, who is now consulting to the Company.

• The potential increase in market capitalisation of the Company following completion of the Acquisition may lead to increased coverage from investment analysts, access to improved equity capital market opportunities and increased liquidity.

1.13 Disadvantages of TDL Acquisition

The Directors consider that the key disadvantages to the Company and Shareholders of completing the Acquisition are as follows:

• the Company will be changing the nature of its activities to become a company focused on and exploration activities in Cyprus which may not be consistent with the objectives of all Shareholders;
• there are many risk factors associated with the change in nature of the Company's activities, including sovereign risk, and risks associated with the requirement to obtain any environmental and other regulatory approvals;
• In order to undertake exploration at the Cyprus a material future outlay of funds will be required which will increase funding pressure on the Company;
• current Shareholders will have their interests in the Company diluted by the Acquisition, and any further equity funding undertaken by the Company;
• proposed project timelines may not proceed as expected.

$1.14$ Risks - Change in nature and scale of activities

In addition to the general risks associated with any investment in the stock market, there are certain additional risks in investing in entities which participate in exploration or mining ventures, particularly in international markets. The income able to be achieved by the Company, the value of its assets and the market price of its securities on ASX may be adversely affected by a number of factors, including risks outside the control of management. These risks include:

• there is no certainty that the political and economical conditions in Cyrus will $(a)$ remain stable, and there is a risk that the government of Cyprus may change its policies regarding foreign investment and the ownership of mineral resources;
• $(b)$ there is no certainty that the Company will be re-admitted to the Official List of the ASX;
• exploration may be hampered by unusual or unexpected geological conditions, $(c)$ mining, heritage and environmental legislation, weather conditions, technical failures, cost overruns and other unforeseen contingencies;
• $(d)$ there is no guarantee the Company will find mineral resources that are economically recoverable;
• $(e)$ even if the Company does discover commercial quantities of minerals there is no assurance that it will achieve a commercial return: and
• (e) the price of minerals may fluctuate.

A more detailed description of these risks is outlined in the Prospectus to be lodged with ASIC and ASX prior to the Meeting.

Risks - General $1.15$

For the Company's Cyprus Projects the Company will be subject to those risks associated with operating in a foreign jurisdiction. Such risks can include, economic, social or political instability or change, hyperinflation, currency non-convertibility or instability and changes of law affecting foreign ownership, government participation, taxation, working conditions, rates of exchange, exchange control, exploration licensing, export duties, repatriation of income or return of capital, environmental protection, mine safety, labour relations as well as government control over mineral properties or government regulations that require the employment of local residents or contractors or require other benefits to be provided to local residents.

A more detailed description of these risks is outlined in the Prospectus to be lodged with ASIC and ASX prior to the Meeting.

$1.16$ Directors recommendation

The directors unanimously support the TDL Acquisition as they consider that the advantages of the TDL Acquisition outweigh the disadvantages, and therefore recommend that shareholders vote in favour of all Resolutions.

Plans for the Company if the Acquisition does not proceed $1.17$

All Resolutions (other than Resolutions 5) are interdependent. If any of the Resolutions (other than Resolutions 5) are not approved by shareholders:

• (a) the TDL Acquisition will not proceed;
• (b) the Company will have incurred costs and expended management time and resources in developing and pursuing the TDL Acquisition without the benefits of the TDL Acquisition being delivered; and
• (c) the Board will continue to look for new merger and acquisition opportunities to add value to the Company.

1.18 Competent person

The information in this Notice of Meeting that relates to exploration results is based on information complied by Dr Michael Greene, who is a member of the Australian Institute of Geoscientists.

Dr Greene is an executive director and is employed as a consultant by the Company and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Editiion of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.

Dr Greene consents to the inclusion in this Notice of Meeting of the matters based on his information in the form and context in which it appears.

Resolution 1 – Change in Nature and Scale of Activities of the Company

General

Resolution 1 seeks approval from Shareholders for a change in the nature and scale of the activities of the Company. The proposed acquisition of Treasure Developments constitutes a significant change in the nature and scale of the Company's activities from a technology company to one which operates in diversified prospecting, exploration, mining and resources, and consequently requires Shareholder approval pursuant to ASX Listing Rule 11.1.

Assuming Shareholders approve Resolution 1, the Company must comply with Chapters 1 and 2 of the ASX Listing Rules.

ASX Listing Rule 11.1

ASX Listing Rule 11.1 provides that where an entity proposes to make a significant change, either directly or indirectly, to the nature or scale of its activities, it must provide full details to ASX as soon as practicable. ASX Listing Rule 11.1.2 provides that, if ASX requires, the entity must get the approval of shareholders and must comply with any requirements of ASX in relation to the notice of meeting.

ASX has indicated to the Company that, given the significant change in the nature and scale of the activities of the Company upon completion of the acquisition of Treasure Developments, it requires the Company to obtain the approval of its Shareholders.

For this reason, the Company is seeking Shareholder approval to make a significant change to the scale of its activities under ASX Listing Rule 11.1. Assuming Shareholders approve Resolution 4, ASX also requires the Company to re-comply with Chapters 1 and 2 of the ASX Listing Rules in accordance with ASX Listing Rule 11.1.3.

The Company is preparing a prospectus, as required by the ASX Listing Rules, to provide information about the Company and its business, and this will be lodged at ASIC before the Meeting as set out in the indicative timetable set out at the front of the Notice.

If Resolution 1 is passed, the Company will have obtained, in compliance with Listing Rule 11.1.2, Shareholder approval to the change in the nature and scale of its activities to the extent described in this Explanatory Statement.

If Resolution 1 is not passed, the Company will not be permitted to change the nature and scale of its activities and the Acquisition of Treasure Developments will not proceed. The passing of Resolution 1 is conditional upon, and subject to, Resolutions 2 to 4 (inclusive) being passed by Shareholders. Therefore, if you wish to vote in favour of Resolution 1, you should also vote in favour of Resolutions 2 to 4 (inclusive).

Resolution 2 - Consolidation of Capital

Background

Resolution 2 seeks Shareholder approval to consolidate the number of Shares and Options on issue on a fifty (50) for one (1) basis (50:1) (Consolidation).

The purpose of the Consolidation is to implement a more effective capital structure of the Company going forward and to comply with chapter 1&2 of the ASX Listing Rules upon the Company's application to re-list on ASX as a diversified prospecting, exploration, mining and resources company.

Legal Requirements

Section 254H of the Corporations Act provides that a company may, by resolution passed in general meeting, convert all of its shares into a larger or smaller number. ASX Listing Rule 7.20 provides that if an entity proposes to reorganise its capital, it must advise its shareholders of certain matters, which are set out below. No voting exclusions apply, and all Shareholders can vote on the resolution.

The ASX Listing Rules also require that the number of options on issue be consolidated in the same ratio as the ordinary capital and the exercise price amended in inverse proportion to that ratio.

Fractional Entitlements

Not all Shareholders and Option-holders will hold that number of Shares and Options which can be evenly divided by fifty. Where a fractional entitlement occurs, the Directors will round that fraction up to the nearest Share or Option.

Holding Statements

From the date of Consolidation all existing holding statements for Shares and Options will cease to have any effect, except as evidence of any entitlement to a certain number of Shares and Options on a post- Consolidation basis. After the Consolidation becomes effective, the Company will arrange for new holding statements to be issued to Shareholders and Option-holders. It is the responsibility of each Shareholder and Option-holder to check the number of Shares and Options held prior to Consolidation.

Taxation Implications

The summary in this section is general in nature. In addition, particular taxation implications will depend upon the circumstances of each Shareholder. Accordingly, Shareholders are encouraged to seek and rely only on their own professional advice in relation to their tax position. Neither the Company nor any of its officers, employees or advisors assumes any liability or responsibility for advising Shareholders about the tax consequences for them from the proposed Consolidation.

The Consolidation will be undertaken in accordance with section 254H of the Corporations Act. Subject only to rounding, there will be no change to the proportionate interests held by each Shareholder in the Company as a result of the Consolidation. The share consolidation will occur through the conversion of every ten ordinary shares in the Company into one ordinary share in the Company. Accordingly, no capital gains tax (CGT) event will occur as a result of the Consolidation, and the total CGT cost base of each Shareholder will not change. Therefore, the Company does not believe there are any adverse tax implications arising for the Company's Shareholders

Effect on Capital Structure

The effect of obtaining approval of the Consolidation and other resolutions contained within the Notice will have on the capital structure of the Company is as follows.

Ordinary Shares	Number
Current	558,291,047
Post 50:1 Consolidation	Approximately 11,165,821

Shares

Options (All Unlisted)
-------------------------------

Current Number	Exercise Price	Expiry Date
2,000,000	$0.177	30 November 2012
5,000,000	$0.045	31 December 2012
4,000,000	$0.20	30 December 2014
7,000,000	$0.15	30 November 2013
10,000,000	$0.20	30 December 2014
141,427,140*	$0.001	3 years from issue
		date

*To be issued subject to the passing of Resolution 5.

Number	Exercise Price	Expiry Date
40000	$8.85	30 November 2012
100000	$2.25	31 December 2012
80000	$10.00	30 December 2014
140000	$7.50	30 November 2013
200000	$10.00	30 December 2014
		3 years from issue
2828543	$0.05	date

Options on issue post 50:1 consolidation (All Unlisted)

Please note, the above table is based on Shares and Options currently on issue at the date of this Notice. Further Shares or Options may be issued by the Company between the date of this notice and the date of the Meeting. Any Shares or Options issued between the date of this Notice and the date of the Meeting will be consolidated on the same 50:1 basis as the Shares and Options set out in the above tables.

Indicative Timetable for Consolidation

Event	Date
General Meeting to approve transaction	18 October 2012
Notification to ASX of results of General Meeting	18 October 2012
Last day to register transfers on a pre-consolidated basis	19 October 2012
First day for Company to send notice to Shareholders of	29 October 2012
change of holdings as result of the consolidation. First day
for Company to register securities on a post-consolidation
basis and for issue of holding statements
Despatch date, last day for securities to be entered into the	31 October 2012
holders security holdings and for the Company to send
notice to each security holder.
Securities recognized on a consolidated basis by ASX	1 November 2012
Trading in consolidated securities commences on ASX	12 November 2012

The above dates are indicative only and are subject to change without notice.

Resolution 3 – Issue of Shares for the TDL Acquisition to the TDL Shareholders

Background

As outlined in Section 1 of this Explanatory Memorandum, the Company has entered into a share sale and purchase agreement with the TDL Shareholders under which the Company will acquire 100% of the issued capital in TDL.

The total consideration payable by the Company for the TDL Acquisition to the TDL Shareholders is $1.6 million, comprising of the following components:

• (a) $350,000 in cash (Cash Consideration); and
• (b) 2,500,000 Shares (Post-Consolidation) issued at $0.20 each (Share Consideration); and
• (c) a deferred payment of $750,000 of Shares based on a VWAP should the Company receive a Bankable Feasibility Study that confirms the commercialisation of the Cyprus Project.

Resolution 3 seeks approval from shareholders for the issue of shares to the TDL Shareholders for the purposes of the consideration payment outlined in item (b) above.

For the avoidance of doubt, Resolution 3 does not seek to approve the issue of shares for the purposes of item (c) above. The Company will seek approval from shareholders at the relevant time for the issue of shares under item (c) above (if required).

ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a listed Company must not, subject to certain exceptions, issue or agree to issue more than 15% of its capital within a 12 month period without the approval of shareholders.

By obtaining the prior approval of the Shareholders to the issue of Shares, the issue of those Shares will not count within the 15% limit under Listing Rule 7.1.

For the purposes of ASX Listing Rule 7.1, Resolution 3 seeks Shareholder approval for the issue of 2,500,000 Shares on a post-consolidation basis as per the terms and conditions set out below.

ASX Listing Rule 7.3

Listing Rule 7.3 contains certain requirements as to the contents of a notice sent to Shareholders for the purposes of Listing Rule 7.1 and the following information is included in this Explanatory Statement for that purpose:

The number of securities to be issued

The maximum number of securities to be issued is 2,500,000 Shares on a post consolidation basis.

The date by which the Company will issue the securities

The Shares will be issued no later than 3 months after the date of this Meeting.

The issue price of the securities

The Shares will be issued at a deemed issue price of $0.20 per Share (post consolidation).

The names of the allottees of the securities

2,500,000 Shares will be issued, in their respective proportions, to the TDL Vendors or their nominee/s.

None of the subscribers will be a Director (or an associate of a Director) or other related party of the Company (within the meaning of that term in ASX Listing Rule 10.11) and no subscriber will hold an interest of 20% or greater in the capital of the Company as a result of the issue.

The terms of the securities

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

The intended use of funds raised

No funds will be raised from the issue as Shares will be issued as consideration for the acquisition of TDL.

Voting exclusion statement

A voting exclusion statement is included in the Notice of Meeting.

The passing of Resolution 3 is conditional upon, and subject to, Resolutions 1, 2 and 4 being passed by Shareholders. Therefore, if you wish to vote in favour of Resolution 3, you should also vote in favour of Resolutions 1, 2 and 4.

Resolution 4: Approve the Issue of up to 25,000,000 Shares under the Capital Raising

Resolution 4 seeks Shareholder approval for the allotment and issue of up to 25,000,000 Shares at an issue price of $0.20 per Share to raise up to a total of $5,000,000 (Capital Raising).

The Company intends to conduct the Capital Raising through the issue of a Prospectus as part of its re-compliance with Chapters 1 and 2 of the ASX Listing Rules.

Resolution 4 seeks Shareholder approval for the issue of up to 25,000,000 Shares for the purposes of ASX Listing Rule 7.1 and all other purposes.

The issue of shares pursuant to the capital raising will only occur if shareholders pass Resolutions 1 to 4 (inclusive) relating to the Company's change in nature and scale of activities.

ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a listed Company must not, subject to certain exceptions, issue or agree to issue more than 15% of its capital within a 12 month period without the approval of shareholders.

By obtaining the prior approval of the Shareholders to the issue of Shares, the issue of those Shares will not count within the 15% limit under Listing Rule 7.1.

ASX Listing Rule 7.3

Listing Rule 7.3 contains certain requirements as to the contents of a notice sent to Shareholders for the purposes of Listing Rule 7.1 and the following information is included in this Explanatory Statement for that purpose:

The number of securities to be issued

The maximum number of securities to be issued is 25,000,000 Shares.

The date by which the Company will issue the securities

The Shares will be issued progressively, and in any event, no later than 3 months after the date of this Meeting.

The issue price of the securities

The Shares will be issued at an issue price of $0.20 per Share (post consolidation).

The names of the allottees of the securities

Shares will be issued to subscribers pursuant to the Prospectus. None of the subscribers will be a Director (or an associate of a Director) or other related party of the Company (within the meaning of that term in ASX Listing Rule 10.11) and no subscriber will hold an interest of 20% or greater in the capital of the Company as a result of the issue pursuant to the Capital Raising.

The terms of the securities

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.

The intended use of funds raised

Approximately $320,000 of the funds will be raised from the issue as Shares will be issued as consideration for the acquisition Treasure Development Limited. The remaining of the funds raised will be used for working capital purposes and for undertaking the necessary works programmes for the evaluation and development of the various prospecting permits

Voting exclusion statement

A voting exclusion statement is included in the Notice of Meeting.

Resolution $5 -$ Approve the issue of 141,427,140 Options

Background

In July 2012 the Company issued 35,356,785 Shares at $0.007 per share raising just over $247,000 for working capital purposes, to fund costs associated with the Company's recompliance with chapters 1 & 2 of the ASX Listing Rules and initial transaction and due diligence costs in relation to the Cyprus tenements. In addition to the issue of Shares referred to above, the Company has agreed, subject Shareholder approval, to issue four free attaching Options for each Share issued to the subscribers.

The Company now seeks Shareholder approval to issue 141,427,140 Options on a preconsolidation basis as referred to in this Explanatory Statement for the purposes of ASX Listing Rule 7.1 and all other purposes.

ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a listed Company must not, subject to certain exceptions, issue or agree to issue more than 15% of its capital within a 12 month period without the approval of shareholders. For the purpose of ASX Listing Rule 7.1, the issue of a convertible security is treated as an issue of the capital of the Company on a fully converted basis.

By obtaining the prior approval of the Shareholders for the issue of Options, the issue of those Options, and the issue of Shares upon exercise of such Options, will not count within the 15% limit under Listing Rule 7.1.

For the purposes of ASX Listing Rule 7.1, Resolution 5 seeks Shareholder approval for the issue of 141,427,140 Options on the terms and conditions set out below.

ASX Listing Rule 7.3

Listing Rule 7.3 contains certain requirements as to the contents of a notice sent to Shareholders for the purposes of Listing Rule 7.1 and the following information is included in this Explanatory Statement for that purpose:

The number of securities to be issued

The maximum number of securities to be issued is 141,427,140 Options.

The date by which the Company will issue the securities

The Options will be issued progressively, and in any event, no later than 3 months after the date of this Meeting.

The issue price of the securities

The Options will be free attaching Options to the 35,356,785 Shares issued by the Company in July 2012 and referred to above. The Options will be issued for nil consideration.

The names of the allottees of the securities

The 141,427,140 Options will be issued to:

Name	Options
Bill Anagnostopoulos	28571432
Mr David Richard Green & Mr Robert Edward Green <d r<="" td="">
Green Super Fund A/C>*	6000000
Robert Edward Green*	5600000
Ellenvee Pty Ltd	5714000
Anthony Zeaiter	5714000
Zelan Pty Ltd <m&s a="" c="" family="" zeaiter=""></m&s>	5714000
Yambali Pty Ltd	11428000
Mark Linney	8000000
Steven John Ioannou	8000000
Neroski Pty Ltd	2285712
Dural Constructions NSW Pty Ltd	11428572
Garry Chong and May Chan	4000000

Natalie Joan Maloney*	14400000
Stephen Mario Edwards	5714280
Bling Nominees Pty Ltd <the 888="" family="" trust="">	2857144
Christos Vassilia	16000000

*Related party to Motopia Director, Mike Green.

The terms of the securities

General terms and conditions of the Options are:

• Each Option entitles the holder, on exercise, to one Share.
• Each Option is exercisable at $0.001 on a pre consolidation basis
• Each Option will expire 3 years from the date of issue.
• All Shares issued on the exercise of the Options will rank equally in all respects with the Company's existing issued Shares.
• The Company will not apply to ASX for official quotation of the Options.
• The Company will apply for quotation by ASX of all Shares issued upon the exercise of the Options.
• Options will be escrowed for 1 year from the date of issue.
• Subject to any restrictions or escrow arrangements imposed pursuant to the ASX Listing Rules or the Corporations Act 2001 (Cth), the Options (or Shares issued upon exercise of Options) are transferrable.
• An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.
• In the event of any reconstruction of the issued capital of the Company prior to the expiry date, all rights of the Option holder will be varied in accordance with the ASX Listing Rules.
• If the Company makes a bonus issue of Shares or other securities to existing Shareholders:
  • $\circ$ the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option Holder would have received if the Option Holder had exercised the Option before the record date for the bonus issue; and
  • o no change will be made to the exercise price of the Options.

Adjustment for pro rata issue:

If the Company makes a pro rata issue of Shares or other securities to existing Shareholders (other than a bonus issue) the exercise price of an Option will be adjusted according to the following formula:

New exercise price = $O - E [P-(S+D)]$

$N+1$

• $O =$ the old Exercise Price of the Option.
• $E =$ the number of underlying Shares into which one Option is exercisable.
• P = average market price per Share (weighted by reference to volume) of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
• $S =$ the subscription price of a Share under the pro rata issue.
• $D =$ the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
• $N =$ the number of Shares with rights or entitlements that must be held to receive a right to one new Share.

The intended use of funds raised

No funds will be raised from the issue of Options. Up to approximately $141,427 will be raised if the Options are exercised and Shares are subscribed for during the exercise periods. It is anticipated that any funds raised from the exercise of Options will be used for working capital purposes. There is no guarantee that the Options will be exercised at all.

Voting exclusion statement

A voting exclusion statement is included in the Notice of Meeting.

Resolution 6: Change of Company Name

The Company proposes to change its name from Motopia Limited to AusBase Minerals Limited. In accordance with section 157(1) of the Corporations Act, the proposed change of company name requires the approval of Shareholders by special resolution. A special resolution is a resolution that has been passed by at least 75% of the votes cast by members entitled to vote on the resolution.

The Directors unanimously resolved that the name change to AusBase Minerals Limited be put to shareholders at this meeting. The Directors unanimously recommend that Shareholders vote in favor of Resolution 6 to change the Company's name to AusBase Minerals Limited.

The Company has reserved the proposed change of name with ASIC, immediately prior to the General Meeting, to ensure the name is available should shareholders approve this resolution. The change in Company name will take effect from the date that ASIC registers the change in the name.

GLOSSARY

In the Notice of Meeting and Explanatory Statement the following terms have the following meanings:

AEDT means Australian Eastern Daylight Saving Time.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the listing rules of ASX.

Board means the board of directors of the Company.

Capital Raising means the proposed placement by the Buyer of a minimum of 15,000,000 Buyer Shares at an issue price of $0.20 each to raise a minimum of $2,500,000 (on a post-Consolidation basis) pursuant to the Prospectus.

Company or Motopia means Motopia Limited (ABN 67 099 084 143).

Consolidation means the 50:1 consolidation of the Company's capital which is the subject of Resolution 2.

Constitution means the constitution of the Company.

Corporations Act means Corporations Act 2001 (Cth).

Cyprus Project means the exploration and development of the various areas of interest.

Director means a current director of the Company.

Explanatory Statement means the explanatory statement to this notice of general meeting.

Meeting means the 2012 General Meeting of the Shareholders of the Company to be held on 18 October 2012, to which the Notice of Meeting and Explanatory Statement relate.

Notice or Notice of Meeting means the notice of meeting of the Company dated 14 September 2012.

Prospectus means the prospectus to be issued by the Company (anticipated to be issued on or before the date of the General Meeting) in accordance with the Corporations Act in order to complete the Capital Raising and for the purposes of assisting the Company to re-comply with Chapters 1 and 2 of the ASX Listing Rules.

Relevant Interest has the meaning given by section 608 of the Corporations Act.

Resolution means a resolution referred to in the Notice.

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

Shareholder means a holder of Shares.

TDL means Treasure Developments Limited

TDL Acquisition means the acquisition of all the shares in TDL by the Company from the TDL Shareholders pursuant to a share sale and purchase agreement dated 3 September 2012.

TDL Shareholders means the shareholders holding shares in TDL.

Words importing the singular include the plural and vice versa.

All references to currency are in Australian dollars

Annexure A

An audited Consolidated Balance Sheet of the Company at 30 June 2012 and unaudited proforma Balance Sheets of the company following completion of the share Consolidation, the TDL Acquisition and the Capital Raising (on a Minimum and Maximum Subscription basis) are set out below:

	ActualMotopia Limited30 Jun 2012$	MinimumSubscriptionPro-forma30 Jun 2012$	MaximumSubscriptionPro-forma30 Jun 2012$
CURRENT ASSETS
Cash and cash equivalents	121,948	2,432,631	4,272,631
Trade and other receivables	114,020	114,020	114,020
TOTAL CURRENT ASSETS	235,968	2,546,651	4,386,651
NON CURRENT ASSETS
Property plant & equipment	8,609	8,609	8,609
Mineral exploration		990,148	990,148
Other assets		70,402	70,402
TOTAL NON CURRENT ASSETS	8,609	1,069,159	1,069,159
TOTAL ASSETS	244,577	3,615,810	5,455,810
CURRENT LIABILITIES
Trade and other payables	183,678	195,461	195,461
TOTAL CURRENT LIABILITIES	183,678	195,461	195,461
NON CURRENT LIABILITIES
Trade and other payables		139,451	139,451
TOTAL NON CURRENTLIABILITIES		139,451	139,451
TOTAL LIABILITIES	183,678	334,912	334,912
NET ASSETS	60,898	3,280,898	5,120,898
EQUITY
Issued capital	40,770,482	43,990,482	45,830,482
Accumulated losses	(40, 709, 584)	(40,709,584)	(40, 709, 584)
TOTAL EQUITY	60,898	3,280,898	5,120,898

MOTOPIA LIMITED PROXY FORM FOR GENERAL MEETING

I/We

of

am/are a member of Motopia Limited (ACN 099 084 143) and I/we appoint as my/our proxy:

$of$

Or failing him or her, the Chairman of the General Meeting of the Company, to be held at the Hotel Charsfield, 478 St Kilda Road, Melbourne, VIC, 3004 on Thursday, 18 October 2012 at 3:00 pm to vote for me/us at the meeting and at any adjournment of it. If 2 proxies are being appointed the proportion of voting rights this proxy is authorised to exercise is ..............%. (The Company will supply an additional form on request).

		For	Against	Abstain
Resolution 1	Change in Nature and Scale of Activities ofthe Company
Resolution 2	Consolidation of Capital on a 50:1 basis
Resolution 3	Issue of 2,500,000 Shares for theAcquisition of Treasure Development onpost-consolidation basis
Resolution 4	Issue of up to 25,000,000 Shares (CapitalRaising) on a post-consolidation basis
Resolution 5	Approve the issue of 141,427,140 Optionson a pre-consolidation basis
Resolution 6	Change of Company name to AusBaseMinerals Limited

The Chairman intends to vote all undirected proxies in favour of all resolutions.

If you do not wish to direct your proxy on how to vote, please tick the box:

By ticking this box, I/We acknowledge that the Chairman may exercise my/our proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as a proxy holder will be disregarded because of that interest.

If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

Signature of Member(s): ....................................

Date:....................................

Individual or Member 1	Member 2	Member 3
Sole Director/Company
	Director	Director/Company Secretary
Secretary

Contact Name: ....................................

PROXY INSTRUCTIONS

A member entitled to attend and vote at a meeting is entitled to appoint not more than 2 proxies.

Where more than 1 proxy is appointed, each proxy may be appointed to represent a specific portion of the member's voting rights.

A proxy need not be a member of the Company.

A proxy form must be signed by the member or his or her attorney. Proxies given by corporations must either be signed under seal or under the hand of a duly authorised officer of attorney.

To be valid, the form appointing the proxy and the Power of Attorney or other authority (if any) under which it is signed (or a certified copy) must be lodged with Motopia Limited by post at PO BOX 627 Collins St West VIC 8007 or by facsimile on + 61 (0) 3 8678 1747 by 3:00 p.m. AEDT on 16 October 2012.

Not later than 3:00 p.m. AEDT on Tuesday 16 October 2012