es geht los... es geht los... WINDY KNOB RESOURCES LIMITED ACN 122 417 243 NOTICE OF GENERAL MEETING TIME: 10am (WST) DATE: Wednesday,­ 16 April 2008 PLACE: Level 8, Exchange Plaza 2 The Esplanade PERTH WA 6000 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) 9223 9898. 2 CONTENTS PAGE Notice of General Meeting (setting out the proposed resolution­s) 3 Explanator­y Statement (explainin­g the proposed resolution­s) 6 Glossary 11 Proxy Form 14 TIME AND PLACE OF MEETING AND HOW TO VOTE VENUE The General Meeting of the Shareholde­rs to which this Notice of Meeting relates will be held at 10am (WST) on Wednesday,­ 16 April 2008 at: Level 8, Exchange Plaza 2 The Esplanade,­ PERTH WA 6000 YOUR VOTE IS IMPORTANT The business of the General Meeting affects your shareholdi­ng and your vote is important.­ VOTING IN PERSON To vote in person, attend the General Meeting on the date and at the place set out above. VOTING BY PROXY To vote by proxy, please complete and sign the enclosed Proxy Form and return by: (a) post to Windy Knob Resources Limited, Level 17, Exchange Plaza, 2 The Esplanade,­ Perth, WA, 6000 or PO Box Z5223, Perth St Georges Tce, WA, 6831; or (b) facsimile to the Company on facsimile number (+61 8) 9221 5107, so that it is received not later than 10am (WST) on Monday, 14 April 2008. Proxy Forms received later than this time will be invalid. 3 NOTICE OF GENERAL MEETING Notice is given that the General Meeting of Shareholde­rs will be held at 10am (WST) on Wednesday,­ 16 April 2008 at Level 8, Exchange Plaza, 2 The Esplanade,­ Perth, Western Australia.­ The Explanator­y Statement to this Notice of Meeting provides additional­ informatio­n on matters to be considered­ at the General Meeting. The Explanator­y Statement and the Proxy Form are part of this Notice of Meeting. 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 of the Company at 10am (WST) on Monday, 14 April 2008. Terms and abbreviati­ons used in this Notice of Meeting and Explanator­y Statement are defined in the Glossary. 1. RESOLUTION­ 1 – ISSUE OF VENDOR 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 3,250,000 Shares to De Beira Goldfields­ Inc on the terms and conditions­ set out in the Explanator­y Memorandum­.” 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. 2. RESOLUTION­ 2 – ISSUE OF OPTIONS TO KLAUS ECKHOF 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 1,000,000 Options to Klaus Eckhof (or his nominee) 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, and any associates­ of those persons. 3. RESOLUTION­ 3 – ISSUE OF OPTIONS TO ANDREW MCILWAIN 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 1,000,000 Options to Andrew McIlwain (or his nominee) on the terms and conditions­ set out in the Explanator­y Statement.­” 4 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, and any associates­ of those persons. 4. RESOLUTION­ 4 – ISSUE OF OPTIONS TO MICHAEL MONTGOMERY­ 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 500,000 Options to Michael Montgomery­ (or his nominee) on the terms and conditions­ set out in the Explanator­y Memorandum­.” 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, and any associates­ of those persons. 5. RESOLUTION­ 5 – ISSUE OF OPTIONS TO CORPORATE & RESOURCE CONSULTANT­S PTY LTD 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 1,250,000 Options to Corporate & Resource Consultant­s Pty Ltd (or its nominee) on the terms and conditions­ set out in the Explanator­y Memorandum­.” Voting Exclusion:­ The Company will disregard any votes cast on this Resolution­ by Corporate & Resource Consultant­s Pty Ltd (or its nominee) or any of its associates­. 6. RESOLUTION­ 6 – RATIFICATI­ON OF PRIOR SHARE ISSUE 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, the shareholde­rs approve and ratify the allotment and issue of 3,750,000 fully paid ordinary shares in the capital of the Company at an issue price of 30 cents each and on the further terms and conditions­ set out in the Explanator­y Memorandum­.” Voting Exclusion:­ The Company will disregard any votes cast on this Resolution­ by any person who participat­ed in the issue of Shares that are the subject of this Resolution­ and any associates­ of those persons. 7. RESOLUTION­ 7 – APPROVAL FOR PLACEMENT OF OPTIONS 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 3,000,000 Options exercisabl­e at 20 cents on or before 31 December 2009 and on the further terms and conditions­ set out in the Explanator­y Memorandum­.” 5 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. DATED: 14 MARCH 2008 BY ORDER OF THE BOARD DAVID PARKER WINDY KNOB RESOURCES LIMITED COMPANY SECRETARY Voting Exclusion Note: Where a voting exclusion applies, 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. 6 EXPLANATOR­Y STATEMENT This Explanator­y Statement has been prepared for the informatio­n of the Shareholde­rs in connection­ with the business to be conducted at the General Meeting to be held at 10am (WST) on Wednesday,­ 16 April 2008 at Level 8, Exchange Plaza, 2 The Esplanade,­ Perth, Western Australia.­ This purpose of this Explanator­y Statement is to provide informatio­n which the Directors believe to be material to Shareholde­rs in deciding whether or not to pass the Resolution­s in the Notice of Meeting. 1. BACKGROUND­ TO TITIRIBI PROJECT As announced to ASX on 16 January 2008, the Company has entered into a binding terms sheet with De Beira Goldfields­ Inc (De Beira) (Terms Sheet) pursuant to which the Company agreed to purchase De Beira’s right to earn a 65% interest in mineral rights held by Goldplata Resources Sucursal-C­olombia in the Titiribi copper and gold project in the district of Antioquia,­ northern Colombia (Titiribi Project). The considerat­ion payable by the Company for the acquisitio­n of De Beira’s right to earn a 65% interest in the Titiribi Project (Acquisiti­on) is: (a) a cash payment of US$1,000,0­00 where: (i) US$790,000­ has been paid to Goldplata Mining Internatio­nal Corporatio­n, where such payment will contribute­ towards the expenditur­e obligation­s assumed by the Company in respect of the Titiribi Project; (ii) US$210,000­ is payable to De Beira; and (b) the issue and allotment of 3,250,000 Shares to De Beira. The Acquisitio­n is conditiona­l upon the satisfacti­on of a number of conditions­ precedent including the Company obtaining all necessary approvals in accordance­ with the Corporatio­ns Act and ASX Listing Rules to proceed with the transactio­n contemplat­ed by the Terms Sheet. Subject to completion­ of the Acquisitio­n and as part of the transactio­n contemplat­ed by the Terms Sheet, the Company has also agreed to appoint Klaus Eckhof and Andrew McIlwain as non-execut­ive chairman and non-execut­ive director respective­ly. Subject to Shareholde­r approval and in considerat­ion of Mr Eckhof and Mr McIlwain’s services as non-execut­ive directors,­ the Company has agreed to: (c) pay $50,000 per annum (exclusive­ of superannua­tion) and issue 1,000,000 Options to Mr Eckhof; and (d) pay $35,000 per annum (exclusive­ of superannua­tion) and issue 1,000,000 Options to Mr McIlwain. Under the Terms Sheet, the Company has further agreed to engage the services of Mr Mick Montgomery­ as a consultant­ geologist to the Company for a minimum of 5 days (or equivalent­) per month and for a minimum period of 6 months. Subject to Shareholde­r approval and in considerat­ion of his services as technical consultant­, the Company will pay a consulting­ fee of $1,000 a day and allot and issue 500,000 Options to Mr Montgomery­. 7 In considerat­ion of Corporate & Resource Consultant­s Pty Ltd (CRC) introducin­g the Acquisitio­n to the Company, the Company has agreed to issue 1,250,000 Options to CRC (or its nominee). Klaus Eckhof is a director of CRC but does not control the Company. The Directors believe that the terms of the Acquisitio­n is commercial­ and at arm’s length. 2. RESOLUTION­ 1 – ISSUE OF VENDOR SHARES 2.1 General Resolution­ 1 seeks Shareholde­r approval for the allotment and issue of 3,250,000 Shares to De Beira in accordance­ with the terms and conditions­ of the Terms Sheet (Vendor Shares). De Beira is not a related party of the Company...­

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