15 October 2012

Dear Shareholder,
It is my pleasure to invite you to the Annual General Meeting of Carabella Resources Limited to be held at:
Christie Offices
320 Adelaide St
Brisbane Qld 4000
On 14 November 2012 at 10 am (Australian Eastern Standard Time).
The business to be dealt with at the meeting is set out in the attached Notice of Meeting with the
Explanatory Notes providing further detail to the proposed resolutions.
If you are able to attend the meeting, please bring the enclosed proxy form with you to assist registration.
If you do not plan to attend the meeting, you may wish to appoint a proxy to attend and vote on your behalf. To do this, you will need to complete and lodge the enclosed Appointment of Proxy form in accordance with the instructions. Proxy forms must be received by 10am (Australian Eastern Standard Time) 12 November 2012.
Yours sincerely,
Andrew Amer

Chairman.

Carabella Resources Limited P +61 7 3135 9900 F +61 7 3216 1138 Level 1, 1 Breakfast Creek Road, Newstead Qld 4006

Locked Bag 7, Fortitude Valley B.C. Qld 4006 ACN 143 355 471 www.carabellaresources.com.au

Notice of Meeting

15 October 2012

NOTICE OF ANNUAL GENERAL MEETING NOTICE IS GIVEN that the ANNUAL GENERAL MEETING of the shareholders of Carabella Resources

Ltd ACN 143 355 471 will be held at Christie Offices, 320 Adelaide Street, Brisbane QLD 4000 on
14 November 2012 at 10am (Australian Eastern Standard Time).

ORDINARY BUSINESS Financial Statements and Reports

To receive and consider the Annual Financial Report of the Company and the Directors' and Auditors'
reports for the year ended 30 June 2012.

Resolution 1. Re-election of Director, Mr Simon Kidston

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That Mr Simon Kidston, who retires in accordance with the Constitution and being eligible offers himself for re-election as a director of the Company, be re-elected as a director of the Company."

Resolution 2. Remuneration Report

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That the Remuneration Report set out in the Company's Annual Report (as part of the

Directors' Report) for the year ended 30 June 2012 be approved."

Resolution 3. Directors Remuneration Pool

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That for the purposes of Listing Rule 10.17 and the Constitution, the maximum aggregate remuneration payable out of the funds of the Company to Non-Executive Directors of the Company for their services as directors is increased by $180,000 to

$500,000 per annum to be allocated as determined the board."

SPECIAL BUSINESS Resolution 4. Additional Capacity to issue Equity Securities

To consider and, if thought fit, pass the following resolution as a special resolution:

"That the Company be provided an additional 10% capacity to issue equity securities under Listing Rule 7.1A on the terms set out in the Explanatory Memorandum."


BY ORDER OF THE BOARD Kylie Anderson
Company Secretary
15 October 2012

Page 2 of 9

Notice of Meeting

15 October 2012

Voting Exclusion Statement

The Company will disregard any votes cast on: