AQUARIUS PLATINUM LIMITED: Proposed Amendment to Resolution to be considered at AGM

AQUARIUS PLATINUM LIMITED: Proposed Amendment to Resolution to be considered at 
                                                           26 November 2012 


Aquarius Platinum Limited ("Aquarius Platinum" or the "Company") has convened
an annual general meeting to be held at 9.00am on Friday, 30 November 2012 at
Clarendon House, 2 Church Street, Hamilton, Bermuda (the "AGM").

As set out in the Company's notice of annual general meeting released on 31
October 2012 ("Notice of Meeting"), the purpose of the AGM is to consider,
amongst other matters, Resolution 6 which seeks shareholder approval (by
special resolution) to authorise the directors to allot equity securities for
cash without first being required to offer such securities to existing
shareholders in accordance with the pre-emptive rights provisions included in
Aquarius' Bye-laws (the "Resolution").

By way of background, the Bye-laws were amended in 2011 to include Bye-law
51.2A, which provides that the Company must not allot equity securities for
cash to any person without first offering them to existing shareholders in
proportion to their existing holdings. The Resolution authorises the directors
to allot a certain amount of equity securities for cash without following the
pre-emptive rights provisions.

Under the existing terms of the Resolution, the authority to be conferred by
shareholder approval is limited to 73,027,700 shares (or a nominal amount of
US$3,651,385) which is equivalent to 15% of Aquarius Platinum's issued capital
as at 31 October 2012. This is the limit which the Company has complied with in
the past, being that set under ASX Listing Rule 7.1 and the limit which was
approved by shareholders at the Company's AGM in 2011.

Following consultation with shareholders, Aquarius Platinum has decided to
propose an amendment to the Resolution at the upcoming AGM so as to reduce the
limit of this authority from 15% to 5% of the Company's issued capital as at 31
October 2012 ("Revised Resolution"). This new limit equates to 24,342,566
shares or a nominal amount of US$1,217,128 and is consistent with the UK
accepted limit generally adopted by companies with a premium listing on the
LSE.  All other terms of the Resolution will remain the same, including that it
needs to be passed as a special resolution, being a resolution passed by a
majority of not less than 75% of all votes cast by shareholders entitled to
vote on the resolution.

The Revised Resolution to be proposed at the AGM will read as follows:

Resolution 6 : Disapplication of pre-emptive rights

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

"That, in accordance with Bye-law 51.2A(f) the Directors be given power to
allot Equity Securities (including, for the avoidance of doubt, any Common
Shares held as treasury shares immediately before their sale) for cash pursuant
to the authority conferred on them by Bye-law 51.2 as if Bye-law 51.2A(a) did
not apply to any such allotment provided that:

 a. this power shall be limited to the allotment of Equity Securities up to a
    maximum amount of 24,342,566 Shares (or a nominal amount of US$1,217,128);
     b. this power shall expire on the conclusion of the Company's next annual
    general meeting or, if earlier, close of business on 28 February 2014,
    however the Company may, before the expiry of this power, make offers or
    agreements which would or might require Equity Securities to be issued
    after such expiry and, notwithstanding such expiry, the Directors may issue
    Equity Securities in pursuance of such offers or agreements as if this
    power had not expired."

If approved, the Directors will be authorised to issue up to 24,342,566 shares
(or a maximum nominal amount of US$1,217,128), without first offering them to
shareholders on a pro rata basis. This authority will continue until the
conclusion of the Company's next annual general meeting or 28 February 2014,
whichever is the earlier. 
The Chairman's motion to amend the Resolution will be put to the AGM
immediately prior to the Revised Resolution being put to shareholders at the
meeting. Other than the effect on the extent of the authority being reduced
from 15% to 5% of the Company's issued capital, the change has no effect on the
nature or substance of the Resolution or the information contained in the
explanatory notes to the Notice of Meeting. 
Proxy forms that have already been lodged by shareholders will remain valid for
the AGM and for the Revised Resolution. Proxies already received from
shareholders in respect of the Resolution will be voted for or against the
Revised Resolution in the same manner as indicated in the proxy form unless a
further proxy form is received with respect to the Revised Resolution. 
Shareholders who have already lodged a proxy form but wish to change their vote
in relation to the Revised Resolution may lodge a new proxy form in relation to
the Revised Resolution. A revised proxy form relating to the Revised Resolution
is attached to this announcement and copies may also be obtained by contacting
the Company on +61 8 9367 5211. All completed proxy forms must be returned not
less than 48 hours before the time for holding the AGM, in accordance with the
instructions on the form. 
For further information please contact: 
Jean Nel + 27 12 001 2001 
Willi Boehm +61 8 9367 5211 
               PROXY AND VOTING ENTITLEMENT INSTRUCTIONS                    
Shareholders are entitled to appoint one or more persons (including a body
corporate) to act as proxies to attend and vote on their behalf. Where more
than one proxy is appointed each proxy may be appointed to represent a specific
proportion of the Shareholder's voting rights. If a body corporate is appointed
as proxy, the body corporate may appoint an individual as a representative to
exercise its powers at the Meeting. 
The proxy form (and the power of attorney or other authority, if any, under
which the proxy form is signed) or a copy or facsimile which appears on its
face to be an authentic copy of the proxy form (and the power of attorney or
other authority) must be deposited at or sent by facsimile transmission to one
of the following locations, not less than 48 hours before the time for holding
the Meeting, or adjourned Meeting as the case may be, at which the person named
in the proxy form proposes to vote. 
Aquarius Platinum Corporate Services Codan Services                         
Pty Ltd OR                                                                   
                                 Clarendon House                        
PO Box 485                                                                   
                                 2 Church Street                        
SOUTH PERTH WA 6951                                                          
                                 Hamilton HM CX                         
Facsimile (618) 9367 5233                                                    

                                     Facsimile (441) 292 4720               

The proxy form must be signed by the Shareholder or his/her attorney duly
authorised in writing or, if the Shareholder is a corporation in a manner
permitted by the Company's Bye-laws and the Companies Act.

The proxy may, but need not, be a Shareholder of the Company.

In the case of shares jointly held by two or more persons, all joint holders
must sign the proxy form.

A proxy form is attached to this Notice.


For the purposes of determining voting entitlements at the Meeting, shares will
be taken to be held by the persons who are registered as holding the shares at
7pm (AEDST) on Wednesday, 28 November 2012. Accordingly, transactions
registered after that time will be disregarded in determining entitlements to
attend and vote at the Meeting.



being a shareholder/(s) of Aquarius Platinum Limited ("Company") and entitled
to ___________________________________ shares in the Company

hereby appoint


or failing him/


or failing him/her the Chairman of the annual general meeting, being a
representative of Conyers, Dill and Pearman, the Company's Bermuda counsel (and
not the chairman of the Company) as my/our proxy to vote for me/us and on my/
our behalf at the annual general meeting of the Company to be held at Clarendon
House, 2 Church Street, Hamilton, Bermuda at 9:00 am on Friday, 30 November
2012 and at any adjournment thereof in respect of ___________________________
of my/our shares or, failing any number being specified, ALL of my/our shares
in the Company.

If more than one proxy is appointed, the proportion of voting rights this proxy
is authorised to exercise is [       ]%. (An additional proxy form will be
supplied by the Company on request.)

In relation to undirected proxies, the Chairman intends to vote in favour of
the Revised Resolution. If you wish to indicate how your proxy is to vote,
please tick the appropriate places below. If no indication is given on the
Revised Resolution, the proxy may abstain or vote at his or her discretion.

I/we direct my/our proxy to vote as indicated :


 6. Disapplication of pre-emptive rights
    As witness my/our hand/s this day of

If a natural person:

SIGNED by ) in the presence of:


____________________________ _______________________ ____________________

Name (Printed) Witness Name (Printed)

If a company:

EXECUTED by ) _______________________ ____________________

in accordance with its ) Director Director/Secretary

constitution )

_______________________ ____________________ Name (Printed) Name (Printed)

If by power of attorney:

SIGNED for and on behalf of ___________________________)

Signature of Attorney

by ________________________________________________)


under a Power of Attorney dated and who)

declares that he/she has not received any revocation of such Power ) Signature
of Witness

of Attorney in the presence of:


-0- Nov/26/2012 07:00 GMT

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