SCHEDULE 14A

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Energizer Resources Inc.

(Name of Company As Specified In Charter)

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ENERGIZER RESOURCES INC.

520 – 141 Adelaide Street West, Toronto, Ontario, M5H 3L5 Canada and

1224 Washington Avenue, Miami Beach, FL 33139 USA

NOTICE OF ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS

I am pleased to give you notice that the 20122013 Annual and Special Meeting of Stockholders (the “Meeting”) ofEnergizer Resources Inc. (the(the “Company”) will be held at the Board of Trade of Metro Toronto, First Canadian Place, 3^rd Floor, Toronto, Ontario, M5X 1C1 on Tuesday February 19,Wednesday December 11, 2013 at 10:3000 a.m., local time for the following purposes:

5. To consider and, if deemed advisable, approve an advisory vote on executive compensation.

6. To consider an advisory vote determining the frequency of future executive compensation advisory votes.

7. To transact such other business as may properly come before the Meeting.

The Board of Directors has fixed the close of business on Wednesday January 9,Friday November 1, 2013 at 5pm5:00p.m. local time as the record date for the annual and special meeting. Only holders of record of the Company’s common stockShares at that time are entitled to notice of, and to vote at, the meeting.

Dated: January 18,November 4, 2013

/s/ J.A. Kirk McKinnonRichard Schler

J.A. Kirk McKinnon, Chairman and Chief Executive Officer

Whether or not you expect to be present at the meeting, you are urged to fill in, date, sign and return the enclosed proxy card.If you wish to attend the meeting, please check the appropriate box on the enclosed proxy card and return it in the enclosed envelope.REGARDLESS OF THE NUMBER OF SHARES YOU OWN OR WHETHER YOU PLAN TO ATTEND THE MEETING, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED. Whether or not you expect to be present at the meeting,you are urged to fill in, date, sign and return the enclosed proxy card.If you wish to attend the meeting, please check the appropriate box on the enclosed proxy card and return it in the enclosed envelope. If you hold your shares in "street name" (that is, through a broker, bank or other nominee), please complete, date and sign the voting instruction card that has been provided to you by your broker, bank or other nominee and promptly return it in the enclosed envelope. If you hold your shares directly and plan to attend the meeting in person, please remember to bring a form of personal identification with you and, if you are acting as a proxy for another stockholder, please bring written confirmation from the record owner that you are acting as a proxy. If you hold your shares in "street name" and plan to attend the meeting in person, please remember to bring a form of personal identification with you and proof of beneficial ownership. The annual and special meeting for which this notice is given may be adjourned from time to time without further notice other than announcement at the meeting or any adjournment thereof. Any business for which notice is hereby given may be transacted at any such adjourned meeting.

ENERGIZER RESOURCES INC.

1224 Washington Avenue, Miami Beach, FL 33139 USA and

520 – 141 Adelaide Street West, Toronto, Ontario, M5H 3L5 Canada

Tel:(416) 364-4911;364-4911/(800) 818-5442; Fax:(416) 364-2753

PROXY STATEMENT FOR 20122013 ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS OF ENERGIZER RESOURCES INC.

February 19,December 11, 2013

Introduction

This proxy statement is being furnished to the stockholders of Energizer Resources Inc. (the “Company”“Company”)in connection with the solicitation by or on behalf of management of theby its Board of Directors (the “Board”“Board”) in connection with the 20122013 Annual and Special Meeting of Stockholders (the “Meeting”“Meeting”) to be held at the Board of Trade of Metro Toronto, First Canadian Place, 3^rd Floor, Toronto, Ontario, M5X 1C1 on Tuesday February 19,Wednesday December 11, 2013 at 10:30 a.m.,00 a.m, local time, or at any adjournment or postponement thereof.

The Company is listed on the Toronto Stock Exchange (“TSX”) in Canada (ticker: EGZ), on the OTCQX in the United States of America (ticker: ENZR) and on the Frankfurt, Germany Stock Exchange (ticker: YE5).

Our registered United States office is located at 1224 Washington Avenue, Miami Beach, FL 33139 USA and our principal business office is located at 520 – 141 Adelaide Street West, Toronto, Ontario, M5H 3L5, Canada.

The Company is listed on the Toronto Stock Exchange (“TSX”) in Canada (ticker EGZ), on the OTCQB in the United States of America (ticker: ENZR) and on the Frankfurt, Germany stock exchange (ticker: YE5).

Date, Time and Place

This proxy statement is being sent to you in connection with the solicitation of proxies by the Board to holders of its common stock (the “Shares”) for use at the Annual and Special Meeting of Stockholders to be held at the Board of Trade of Metro Toronto, First Canadian Place, 3^rd Floor, Toronto, Ontario, M5X 1C1 on Tuesday February 19,Wednesday December 11, 2013 at 10:3000 a.m., local time, or at any adjournment or postponement thereof. The proxy cut-off date for shares to be voted in advance of the meeting will be on Friday February 15,December 8, 2013 at 5pm, local time. Proxies will be solicited primarily by mail but may also be solicited personally, by telephone or by facsimile by the regular employees of the Company at nominal costs. The costs of solicitation by management will be borne by the Company.

Record Date

Stockholders of record at the close of business on Wednesday January 9,Friday November 1, 2013, the record date for the annual and special meeting, are entitled to receive this proxy statement and to vote at the meeting and at any adjournment or postponement thereof. On the record date, there were 163,254,320192,554,321 outstanding shares of the Company’s common stockShares entitled to notice of and to vote at the annual and special meeting. Holders of our common stockShares have one vote per share on each matter to be acted upon. A list of the stockholders of record entitled to vote will be available at the annual and special meeting and for 10 days prior to the annual and special meeting, for any purpose germane to the meeting, between the hours of 9:00 a.m. and 4:30 p.m. at our principal office at 520 – 141 Adelaide Street West, Toronto, Ontario, M5H 3L5, Canada.

The presence in person or by proxy of holders of at least ten percent of the outstanding shares of common stockShares of the Company constitutes a quorum. For purposes of determining the presence of a quorum for transacting business, abstentions and broker “non-votes” (proxies from banks, brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the banks, brokers or nominees do not have discretionary power) will be treated as shares that are present. There are no cumulative voting rights. Votes cast by proxy or in person at the Meeting will be tabulated by the inspector of election appointed for the Meeting, who will determine whether or not a quorum is present.

Proposals to be Consideredconsidered by Shareholders

At the Meeting, we will ask holders of our common stockShares to consider and voteupon the following items:

(1) Election of Directors

The election of the Company’s directors, namely J.A. Kirk McKinnon,V. Peter Harder, John Sanderson, Richard Schler, Craig Scherba, John Sanderson, Quentin Yarie, V. Peter Harder, Johann de Bruin and Albert A. Thiess, Jr. If elected, these directors will each serve until the next annual meeting of the Company’s stockholders or until their successors have been duly elected and qualified or until his earlier resignation, removal or death. Up to nine directors are allowed to serve at any one time.

(2) Approve the increaseThe ratification of the authorized capital stockappointment of MNP LLP, Chartered Accountants, as our independent registered public accounting firm for the Company

Approval of the proposal to increase the capital stock of the Company will require the affirmative vote of a majority of the votes cast. For purposes of this vote, voters who abstain will have the same effect as votes against the proposal, and broker non-votes will have no effect on the vote on the proposal.fiscal year ending June 30, 2014.

(3) Approve the Amended and Restated Stock Option Plan

To approve an amendment, by Disinterested Shareholder Approval as defined in this document, to the Company’s Amended and Restated Stock Option Plan (the “Plan”“Plan”) to increase the authorized number of options for common sharesShares of the Company authorized to be issued to 32,500,000from 27,000,000.37,500,000 from 32,500,000.

(4)            Ratify and Approve an amendment to the Company’s Articles of Incorporation

To approve an amendment to the Company’s Articles of Incorporation to comply with the Toronto Stock Exchange requirements prohibiting the Company from issuing, for consideration, promissory notes or promises to pay for services to be performed incompleting a private placement of Subscription Receipts where the future.

(5) Ratificationnumber of Shares and share purchase warrants issuable on exercise of the appointmentSubscription is likely to exceed 25% of an Independent Registered Public Accounting Firmthe current outstanding Share capital and where the purchase price of the Shares may be sold at a discount to market price

The ratificationfunds raised via this private placement will be primarily used for the completion of a Bankable Feasibility Study, which includes a comprehensive Environmental and Geo-Technical Study in preparation for finalizing mine design parameters and as a prerequisite for future project financing. A portion of funds will also be allocated to producing larger quantities (40-50 tonnes) of Molo graphite concentrate to provide potential off-take partners with additional material for product evaluation purposes.

As required by the rules of the appointmentSecurities Exchange Commission, to approve an advisory vote on executive compensation.

As required by the rules of MSCM LLP, Chartered Accountants, as our independent registered public accounting firm for the fiscal year ending June 30, 2013.Securities Exchange Commission, to approve an advisory vote determining the frequency required to hold a vote on executive compensation.

Votes Required By Shareholders

(1) Election of Directors

The eightseven directors nominated for election will be elected by a plurality of the votes cast, in person or by proxy, at the Meeting. Therefore each director who has more “for” votes than “against” votes will be elected to the Board. Abstentions from voting and broker “non-votes” on the election of directors will have no effect since they will not represent votes cast for the purpose of electing directors.

(2) Approve the increase of the authorized capital stock of the Company

Approval of an increase to the Company’s authorized capital stock to 450,000,000 from 350,000,000, of which 440,000,000 will be deemed common shares and the remaining 10,000,000 will be deemed eligible to be divisible into classes, series and types as designated by the Board. This proposal will require the affirmative vote of a majority of the votes cast. For purposes of this vote, votes to abstain will have the same effect as votes against.

(3) Approve the Amended and Restated Stock Option Plan

Disinterested Shareholder Approval, as defined in this document, of an amendment to the Company’s Plan to increase the authorized number of options for common shares of the Company authorized to be issued to 32,500,000 from 27,000,000 will require the affirmative vote of a majority of the votes cast. This proposal will require the affirmative vote of a majority of the votes cast. For purposes of this vote, votes to abstain will have the same effect as votes against.

(4) Approve an amendment to the Company’s Articles of Incorporation

Approval of an amendment to the Company’s Articles of Incorporation to comply with the Toronto Stock Exchange requirements prohibiting the Company from issuing, for consideration, promissory notes or promises to pay for services to be performed in the future. This proposal will require the affirmative vote of a majority of the votes cast. For purposes of this vote, votes to abstain will have the same effect as votes against.

(5) Ratification of the appointment of an Independent Registered Public Accounting Firm

The proposal to ratify the appointment of MSCMMNP LLP, Chartered Accountants, as our independent registered public accounting firm for the fiscal year ending June 30, 2013,2014, and to authorize the Board of Director’s to fix the firm’s remuneration, will require the affirmative vote of a majority of the votes cast. For the purposes of this vote, votes to abstain will have the same effect as votes against the proposal. Broker non-votes will have no effect on the vote on such proposal.

Disinterested Shareholder Approval, as defined in this document, of an amendment to the Company’s Plan to increase the authorized number of options exercisable to acquire Shares of the Company authorized to be issued to 37,500,000 from 32,500,000 will require the affirmative vote of a majority of the votes cast. This proposal will require the affirmative vote of a majority of the votes cast. For purposes of this vote, votes to abstain will have the same effect as votes against.

(4)            Ratify and Approve the Company completing a private placement of Subscription Receipts where the number of Shares and share purchase warrants issuable on exercise of the Subscription is likely to exceed 25% of the current outstanding Share capital and where the purchase price of the Shares may be sold at a discount to market price

The proposal to ratify and approve completing the private placement of Subscription Receipts requires an affirmative vote of the majority of votes cast. For purposes of this vote, votes to abstain will have the same effect as votes against.

The proposal to approve executive compensation is a non-binding resolution. The proposal will pass with an affirmative vote received by the majority of the votes cast. For purposes of this vote, votes to abstain will have the same effect as votes against.

The proposal to determine the frequency of advisory votes on executive compensation is a non-binding resolution. The proposal will pass with an affirmative vote received by the majority of the votes cast. For purposes of this vote, votes to abstain will have the same effect as votes against.

Voting of Proxies

A shareholder has the right to appoint a person or Company (who need not be a shareholder of the Company), other than the persons designated in the accompanying form of proxy, to represent the shareholder at the Meeting.Such right may be exercised by inserting the name of such person or Company in the blank space provided in the proxy or by completing another proper form of proxy. Shares of our common stockShares will be voted in accordance with the instructions contained in the proxies. If you return a signed proxy card without indicating your vote, your shares will be voted in the following manner: FOR the election of persons put forth in this proxy to serve on the Board; FOR the ratification of the appointment of MNP LLP, Chartered Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2013 and to authorize the Board of Directors to fix the firm’s remuneration; FOR the approval of the amendment to the Company’s Amended and Restated Stock Option Plan that increases the number of options for Shares of the Company authorized to be issued.

Revocability of Proxies – How to Vote

The grant of a proxy on the enclosed proxy card does not preclude a stockholder from voting in person. You may revoke a proxy at any time prior to your proxy being voted: (1) by delivering to our Chairman and Chief Executive Officer, prior to the Meeting, a written notice of revocation bearing a later date or time than the proxy; (2) by timely delivery of a valid, later dated proxy; or (3) by attending the Meeting and voting in person.

Attendance at the Meeting will not by itself constitute revocation of a proxy. If an adjournment occurs, it will have no effect on the ability of stockholders of record as of the record date to exercise their voting rights or to revoke any previously delivered proxies. We do not expect to adjourn the meeting for a period of time long enough to require the setting of a new record date.

If your shares are registered directly in your name with our transfer agent, Empire Stock Transfer Inc., you are considered, with respect to those shares, the “stockholder of record.” The Notice of Annual and Special Meeting of Stockholders, Proxy Statement, Annual Report on Form 10-K and proxy card have been sent directly to you on the Company’s behalf at the address on file with Empire Stock Transfer Inc.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in street name. The following documents have been forwarded to you by your broker, bank or other holder of record who is considered, with respect to those shares, the shareholder of record: Notice of Annual and Special Meeting of Stockholders, Proxy Statement, Annual Report on Form 10-K and proxy card. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by using the voting instruction card included in the mailing.

SOLICITATION OF PROXIES

The Company will pay the cost of solicitation of proxies on behalf of the Board. In addition to mail, proxy solicitation may be made through other means, including by telephone, facsimile and personal interview by our officers, directors and employees.We will, upon request, reimburse banks, brokers, nominees and other record holders for their reasonable expenses in sending soliciting material to stockholders.Stockholders should not send stock certificates with their proxy cards.

The Company does not intend to pay for an intermediary to deliver to Objecting Beneficial Owners, or “OBOs” (within the meaning of such term under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), the proxy-related materials and Form 54-101F7, and therefore OBOs will not receive the materials unless their intermediary assumes the costs of delivery.

STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to the financial condition, results of operations, cash flows, financing plans, business strategies, capital and other expenditures, competitive positions, growth opportunities for existing products, plans and objectives of management and other matters. Statements in this document that are not historical facts are identified as forward-looking statements for the purpose of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act and Section 27A of the Securities Act of 1933, as amended, or the Securities Act.

When we use the words "anticipate," "estimate," "project," "intend," "expect," "plan," "believe," "should," "likely" and similar expressions, we are making forward-looking statements. These forward-looking statements are found at various places throughout this proxy statement and any other documents we incorporate by reference in this proxy statement. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events. These forward-looking statements, including statements relating to future business prospects, revenues, working capital, liquidity, capital

needs and income, wherever they occur in this proxy statement, are estimates reflecting judgment. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in this proxy statement and those discussed from time to time in our Securities and Exchange Commission, or SEC, reports, including our annual report on Form 10-K for the year ended June 30, 20122013 filed with the SEC on September 24, 201226, 2013 and our filed quarterly reports on Form 10-Q. You should read and consider carefully the information about these and other risks set forth under the caption "Risk Factors" in such filings.

Voting Securities and Principal Holders Thereof

The authorized share capital of the Company consists of 450,000,000 Shares with a par value of $0.001 per Common Share. As at the date hereof, 192,554,321 Shares are issued and outstanding, each of which carries the right to one vote on all matters that may come before the Meeting. To the knowledge of the directors and executive officers of the Company, no person or Company beneficially owns, or controls or directs, directly or indirectly, Common Shares carrying in excess of 10% of the voting rights attached to all outstanding Shares of the Company.

PROPOSAL 1 - ELECTION OF DIRECTORS

Nominees

The Company’s Board currently consists of eight directors. Up to nine directors are allowed. The following table sets forth the name, age and position of each executive officer and director the Company as at JanuaryOctober 1, 2013. Directors of the Company hold their offices until the next annual meeting of the Company’s shareholders or until their successors have been duly elected and qualified or until their earlier resignation, removal of office or death. Executive officers of the Company are electedappointed by the Board of Directors (the “Board”) to serve until their successors are elected and qualified.There are no family relationships between any director or executive officer of the Company.

J.A. Kirk McKinnon (Brampton, Canada): Mr. McKinnon has servedThe information as to principal occupation and shares beneficially owned, or controlled or directed, directly or not directly, not being within the Company’s Chairman and Chief Executive Officer since October 1, 2009 and a director since April 2006. Mr. McKinnon also served as the Company’s President and Chief Executive Officer from April 2006 to September 30, 2009. He brings over 25 years of senior management experience to the Company. Mr. McKinnon is currently President and CEO of MacDonald Mines Exploration Ltd., Red Pine Exploration Inc. and Honey Badger Exploration Inc., all of which are resource exploration companies trading on the TSX - Venture Exchange headquartered in Toronto, Canada. Previously, Mr. McKinnon held senior management positions with several high profile Canadian corporations, including Nestle Canada. Mr. McKinnon is well versed in business management and he has been very successful in raising funds in the capital markets.

Richard E. Schler, MBA (Toronto, Canada): Mr. Schler has served as our Company’s Executive Vice President since September 2012 and as a director since April 2006. Mr. Schler was Vice President, Chief Operating Officer and Chief Financial Officer from August 2011 to September, 2012 and the Chief Financial Officer from April 2006 to September 2009. He is also currently serving as Chief Operating Officer and Chief Financial Officer of MacDonald Mines Exploration Ltd., Red Pine Exploration Inc. and Honey Badger Exploration Inc., all of which are resource exploration companies trading on the TSX - Venture Exchange headquartered in Toronto, Canada. Before joining these companies, Mr. Schler held various senior management positions with noted corporations. He has over 25 years of experience in the manufacturing sector. Mr. Schler is experienced in financial management and business operations and has been successful in raising funds in the capital markets.

Craig Scherba, P.Geol. (Oakville, Canada): Mr. Scherba was appointed as our President and Chief Operating Officer during September 2012 and a director during January 2010. Mr. Scherba served as Vice President, Explorationknowledge of the Company, from January 2010 to September 2012. Mr. Scherba also servers as Vice President, Exploration of MacDonald Mines Exploration Ltd., Red Pine Exploration Inc. and Honey Badger Exploration Inc., all of which are resource exploration companies trading on the TSX - Venture Exchange headquartered in Toronto, Canada. In addition, Mr. Scherba was professional geologist with Taiga Consultants Ltd. (“Taiga”), a mining exploration consulting company from March 2003 to December 2009. He was a managing partner of Taiga between January 2006 and December 2009. Mr. Scherba has been a professional geologist (P. Geol.) since 2000, and his expertise includes supervising large Canadian and international exploration. Mr. Scherba was an integral member offurnished by the exploration team that developed Nevsun Resources’ high grade gold, copper and zinc Bisha project in Eritrea. While at Taiga, Mr. Scherba served as the Company's Country and Exploration Manager in Madagascar during its initial exploration stage.respective nominees.

John Sanderson Q.C. (Vancouver, Canada): Mr. SandersonUnder recent amendments to applicable TSX rules, listed issuers must elect directors annually, elect directors individually, publicly disclose the votes received for the election of each director by news release, disclose in materials sent to security holders if they have adopted a majority voting policy for uncontested director elections and if not, to explain their practices for electing directors, and why they have not adopted a majority voting policy. The Company’s practice is to hold annual elections for directors and at meetings of shareholders called for this purpose, each director is elected individually in accordance with TSX rules. The Company will disclose the votes each nominee for election receives by way of press release in Canada and Form 8-K in the USA. The Company has not adopted a majority voting policy for uncontested elections as the number of withheld votes received by director nominees has not been Vice Chairmana significant issue for the Company in the past and has not been determined to be an issue affecting the governance of the Company or the interests of the Company’s stakeholders. However, the Company is reviewing its policies in this regard and will revise and institute such a policy if the Board of Directors determines it is in the Company since October 1, 2009 and a director of our Company since January 2009. Mr. Sanderson was Chairman of the Boardbest interests of the Company from January 2009 to September 2009. Mr. Sanderson is a mediator, arbitrator, consultant and lawyer called to the bar in the Canadian Provinces of Ontario and British Columbia. Mr. Sanderson’s qualifications to serve as a director include his many years of legal and mediation experience in various industries. He has acted as mediator, facilitator and arbitrator in British Columbia, Alberta, Ontario and the Northwest Territories, in numerous commercial transactions, including insurance claims, corporate contractual disputes, construction matters and disputes, environmental disputes, inter-governmental disputes, employment matters, and in relation to aboriginal claims. He is a member of mediation and arbitration panels with the British Columbia Arbitration and Mediation Institute, the British Columbia International Commercial Arbitration Centre & Mediate BC.do so.

V. Peter Harder, LL.D, M.A., B.A. (Hons) (Manotick, Canada): Mr. Harder was appointed Chairman of the Board of Directors during September 2013 and has served as a director of theour Company since July 2, 2009. He is a Senior Policy Advisor to Fraser Milner Casgrain, LLPDenton Canada (“FMC”Dentons”), a Canadian national law firm.firm and international affiliation. Prior to joining FMC,Dentons, Mr. Harder was a long-serving Deputy Minister in the Government of Canada. First appointed a Deputy Minister in 1991, he served as the most senior public servant in a number of federal departments including Treasury Board, Solicitor General, Citizenship and Immigration, Industry and Foreign Affairs and International Trade. At Foreign Affairs, Mr. Harder assumed the responsibilities of the Personal Representative of the Prime Minister to three G8 Summits (Sea Island, Gleneagles and St. Petersburg). Mr. Harder is also a director of Power Financial Corporation (TSX: PWF), IGM Financial Corporation (TSX: IGM), Telesat Canada, Northland Power Inc. (TSX: NPI), Timberwest Forest Company and Magna International Inc. (TSX: MG, NYSE: MGA). In 2008, Mr. Harder was elected the President of the Canada China Business Council (CCBC).

Richard E. Schler, MBA (Toronto, Canada): Mr. Schler was appointed Chief Executive Officer during September 2013 and since April 2006 has held senior positions with the Company, including the roles of Chief Operating Officer and Chief Financial Officer. Mr. Schler has been a director since April 2006. Mr. Schler also currently serves as a director and Chief Executive Officer of MacDonald Mines Exploration Ltd., Honey Badger Exploration Inc. and Red Pine Exploration Inc, all of which are resource exploration companies trading on the Toronto Venture Stock Exchange. Before joining these companies, Mr. Schler held various senior management positions with noted corporations. He has over 25 years of experience in the manufacturing sector and has an engineering background. Mr. Schler is experienced in financial management and business operations and has been successful in raising funds in the capital markets.

Craig Scherba, P.Geol. (Oakville, Canada): Mr. Scherba was appointed as our President and Chief Operating Officer during September 2012 and a director during January 2010. Mr. Scherba served as Vice President, Exploration of the Company from January 2010 to September 2012. Mr. Scherba also serves as Vice President, Exploration of MacDonald Mines Exploration Ltd which is a resource exploration company trading on the Toronto Venture Stock Exchange. In addition, Mr. Scherba was professional geologist with Taiga Consultants Ltd. (“Taiga”), a mining exploration consulting company from March 2003 to December 2009. He was a managing partner of Taiga between January 2006 and December 2009. Mr. Scherba has been a professional geologist (P. Geol.) since 2000, and his expertise includes supervising large Canadian and international exploration. Mr. Scherba was an integral member of the exploration team that developed Nevsun Resources’ high grade gold, copper and zinc Bisha project in Eritrea. While at Taiga, Mr. Scherba served as the Company's Country and Exploration Manager in Madagascar during its initial exploration stage.

John Sanderson Q.C. (Vancouver, Canada): Mr. Sanderson has been the Company’s Vice Chairman of the Board since October 2009 and a director of our Company since January 2009. Mr. Sanderson is a mediator, arbitrator, consultant and lawyer called to the bar in the Canadian provinces of Ontario and British Columbia. Mr. Sanderson’s qualifications to serve as a director include his many years of legal and mediation experience in various industries. He has acted as mediator, facilitator and arbitrator in British Columbia, Alberta, Ontario and the Northwest Territories, in numerous commercial transactions, including insurance claims, corporate contractual disputes, construction matters and disputes, environmental disputes, inter-governmental disputes, employment matters, and in relation to aboriginal claims. He is a member of mediation and arbitration panels with the British Columbia Arbitration and Mediation Institute, the British Columbia International Commercial Arbitration Centre & Mediate BC.

Quentin Yarie, P.Geol. (Toronto, Canada): Mr. Yarie has served as a director of ourthe Company since December 2008. Mr. Yarie is an experienced geophysicist and a successful entrepreneur with over 20 yearsyears’ experience in mining and environmental/engineering. Mr. Yarie has project management and business development experience as he has held positions of increasing responsibility with a number of Canadian-based geophysical service providers. Since January 2010, Mr. Yarie has been Senior Viceis currently President Exploration forand Chief Operating Officer of MacDonald Mines Exploration Ltd, Red Pine Exploration Inc. and Honey Badger Exploration IncInc., all listed on the TSX-Venture Exchange headquartered in Toronto Canada.Venture Stock Exchange. From October 2007 to December 2009, Mr. Yarie was a business development officer with Geotech Ltd, a geo-physical airborne survey company. From September 2004 to October 2007, Mr. Yarie was a senior representative of sales and business development for Aeroquest Limited. From 1992-2001, he was a partner of a specialized environmental and engineering consulting group where he managed a number of large projects including the ESA ofinvolvement with the Sydney Tar Ponds, the closure of the Canadian Forces Bases in Germany and the Maritime and Northeast Pipeline project.

Johann de Bruin, Pr. Eng (Pretoria, South Africa): Mr. de Bruin, Pr. Eng, was appointed a Director during February 2012. Mr. de Bruin is a Director of DRA Mineral Projects with a 15-year track record of bringing numerous greenfield mining projects throughout Africa to feasibility. He currently leads the initiative of business development in Africa for DRA and has acted as the primary liaison between DRA and the Company over the past four years. Mr. de Bruin brings considerable insight and skill into evolving the infrastructure components associated with new projects in developing countries.

Albert A. Thiess, Jr. (Bluffton, United States of America): Mr. Thiess was appointed a Director during May 2012. Mr. Thiess brings over 35 years of accounting, finance and management experience to the Company. Mr. Thiess served as an audit partner in Coopers & Lybrand, LLP and with PricewaterhouseCoopers LLP following the merger of those firms in 1998. He served clients in the automotive, banking, retail and manufacturing industries, as well as serving as the Managing Partner of the Detroit, Michigan and Los Angeles, California offices. He also was elected to the Governing Council of Coopers & Lybrand. Following the merger with PricewaterhouseCoopers, Mr. Thiess managed various global functions for the newly merged firm.

Recommendation of the Board of Directors

The Board recommends a vote FOR the election of each of the nominees.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Corporate Governance

In accordance with National Instrument 58-101 –Disclosure of Corporate Governance Practices (“NI 58-101”), the Company is required to disclose annually its corporate governance practices. The Board and management consider good corporate governance to be central to the effective and efficient operation of the Company.

The Board is committed to sound corporate governance practices, which are both in the interest of its shareholders and contribute to effective and efficient decision making. The Board is of the view that the Company’s approach to corporate governance is appropriate for current sits size and resources, but will monitor its approach as it progresses in its business plans. The Company will periodically monitor and refine such practices as the size and scope of its operations increase. The Board regularly reviews, evaluates and modifies its governance program to ensure it is of the highest standard. The Board is satisfied that the Company’s governance plan is consistent with legal and stock exchange requirements.

Directorships

The following directors of the Company are presently directors of the following other issuers that are reporting issuers, or the equivalent, in a Canadian or foreign jurisdiction:

“TSX-V” = Toronto Venture Stock Exchange, NYSE = New York Stock Exchange

Other Board Committees

The Company’s Board has established four committees: the Audit Committee, capital projects committee, disclosure committeeSpecial Advisors Committee, Disclosure Committee and a special advisory committee.Capital Projects Committee. The Company’s Board does not currently have any nominating, compensation, or committees not listed above. The entire Board performs the functions performed by those other committees. Due to the size of the Company, the Board has determined that it is not currently appropriate for such committees to be established.

Audit Committee and its Compensation

The following directors serve on the Audit Committee, all of whom are independent as per the independence standards of the NYSE Amex:Amex in the United States of America and the standards of NI 58-101 in Canada: John Sanderson, V. Peter Harder and Quentin Yarie.The Audit CommitteeAlbert A. Thiess Jr., all of whom are financially literate (see biographies under “Nominees” section above). Each are independent directors as they do not have involvement in the day-to-day operations of the Company. The audit committee is a key component of the Company’s commitment to maintaining a higher standard of corporate responsibility.

The audit committee assists our Board in its oversight of the Company’scompany’s accounting and financial reporting processes and the audits of the Company’scompany’s financial statements, including (i) the quality and integrity of the Company’scompany’s financial statements, (ii) the Company’scompany’s compliance with legal and regulatory requirements, (iii) the independent auditors’ qualifications and independence and (iv) the performance of the Company’scompany’s internal audit functions and independent auditors, as well as other matters which may come before it as directed by the Board.board of directors. Further, the audit committee, to the extent it deems necessary or appropriate, among its several other responsibilities, shall:

Orientation and Continuing Education

The Company does not provide a formal orientation and education program for new directors. New directors are given an opportunity to familiarize themselves with the Company by visiting the Company's corporate offices, meeting with other directors, reviewing the rules and regulations of the stock exchanges where the Company’s shares are listed, and reviewing the Company's by-laws and related documents. Moreover, new directors are invited to speak with the Company's solicitors, auditors and auditorsother service provider to become familiar with their legal responsibilities.

Ethical Business Conduct

The role of the Board is to oversee the conduct of the Company's business, to set corporate policy and to supervise management, which is responsible to the Board for the day-to-day conduct of business. However, given the size of the Company, material transactions are addressed at the Board level. The Board discharges five specific responsibilities as part of its stewardship responsibility. These are:

Special Advisory Committee

The Company has established a special advisory committee to help oversee its project in Madagascar. The Special Advisory Committee consists of Robin Borley, Kirk McKinnon, Anthony G. Toldo and Marc Hein LL.D. The purpose of this committee is to assist the Company in securing financing and strategic partners for the development of the Madagascar properties, including liaison with governmental and regulatory bodies in Madagascar.

Disclosure Policy and Disclosure Committee

During fiscal 2010, the Board adopted a Disclosure Policy and created a Disclosure Policy Committee. This committee consists of the Chairman, andthe Chief Executive Officer, the President, the Executive Vice President, the Senior Vice President & Chief Financial Officer and the Senior Vice President of Corporate Development. The majority of the Committee must approve all disclosure made by the Company with such majority being made up of at least two directors. The objective of the Disclosure Policy is to ensure that communications with the investing public are timely, factual and accurate, and broadly disseminated in accordance with all applicable legal and regulatory requirements. The Disclosure Policy extends to all employees of the Company, its Board, those authorized to speak on its behalf and all other insiders. It covers disclosures in documents filed with securities regulators, financial and non-financial disclosure, including management's discussion and analysis, written statements made in the Company's annual and interim reports, news releases, letters to shareholders, presentations by senior management, information on the Company's web site and other electronic communications. It extends to oral statements made in meetings and telephone conversations with analysts and investors, media interviews, speeches and press conferences.

Capital Projects Committee

The Capital Projects Committee was formed in 2010 to advance the Madagascar. Currently, Richard Schler (Chairperson), Albert A. Thiess, Jr., Craig Scherba and Peter Liabotis are members of this committee.

The Board of Directors Relationship with Management

The Chairman andBoth the Chief Executive Officer the President and the Executive Vice President of the Company are members of the Board, as is usual in a company of this size. The Board feels that this is not an impediment to the proper discharge of its responsibilities. Interaction between management and the Board, inside and outside Board meetings, ensures that the Board is informed and the Board members' experience utilized by management. The Board remains cognizant to corporate governance issues and seeks to set up structures to ensure the effective discharge of its responsibilities without creating additional costs. The Board is committed to ensuring the Company’s long-term viability, and the well-being of its employees, consultants and of the communities in which it operates. The Board has also adopted a policy of permitting individual directors under appropriate circumstances to engage legal, financial or other expert advisors at the Company’s expense.

Nomination of Directors

The Board performs the functions of a nominating committee who appoints and assesses of directors. There are no specific criteria for Board membership. The Company seeks to attract and maintain directors with business expertise, and in particular, knowledge of mineral exploration and development, geology, investment banking, corporate law and finance. Nominations tend to be the result of recruitment efforts by management and directors, which are then presented to the Board for consideration.

Compensation and Assessment

The Board determines the compensation for the Company’s directors and officers, based on industry standards and the Company’s financial situation. Other than stock options granted to directors from time to time, directors currently do not receive any remuneration for their acting in such capacity. The Board assesses, on an annual basis, the contribution of the Board as a whole and each individual director, in order to determine whether each is functioning effectively. If prudent, changes are made.

Capital Projects Committee

During October 2010, a Capital Projects Committee was formed to advance the Company’s project in Madagascar. Currently, Mr. Schler (Chairperson), Mr. Thiess, Mr. Scherba and Mr. Peter Liabotis are members of this committee.

Special Advisory Committee

The Company has established a special advisory committee to oversee its project in Madagascar. The Special Advisory Committee consists of Mr. V. Peter Harder, Anthony G. Toldo, Robin Borley and Marc Hein LL.D. The purpose of this committee is to assist the Company in securing financing and strategic partners for the development of the Madagascar properties, including liaison with governmental and regulatory bodies in Madagascar.

Code of Ethics

The Company has adopted a code of business conduct and ethics that applies to its directors, officers, and employees, including its principal executive officers, principal financial officer, principal accounting officer, controller or persons performing similar functions. The Financial Code of Business Conduct was filed as Exhibit 14.1 to our Annual Report on Form 10-QSB for June 30, 2004 as filed on May 19, 2004.

Meetings of the Board and Committees

The Board and the Audit Committee each met either in person or by telephone fivethree times during the 20122013 fiscal year. Each director attended all the meetings of the Board, and each Audit Committee member attended all meetings of that committee.

Audit Committee Information

National Instrument 52-110 (“NI 52-110”) requires that certain information regarding the Audit Committee be included in the management information circular sent to shareholders in connection with the issuer’s annual meeting.

Audit Committee Charter

The full text of the charter of the Company’s Audit Committee is attached hereto as “Appendix A”.

Audit Committee Oversight

Since January 1, 2009, no recommendation of the audit committee to nominate or compensate an external auditor has been adopted by the Board.

Pre-approval Policies and Procedures

The Company has not yet adopted any specific policies or procedures for the engagement of non-audit services but such matters are the subject of review and pre-approval by the Audit Committee.

Compensation of Executives

Summary Compensation

The table below sets forth certain summary information concerning the compensation paid or accrued during each of our last three completed fiscal years to our principal executive officer and four other most highly compensated executive officers who received compensation over $100,000 for the fiscal year ended June 30, 20122013 (collectively, the “Named Executive Officers”):. This chart includes J.A. Kirk McKinnon who resigned as Chief Executive Officer and Chairman of the Board of Directors on September 12, 2013:

** Mr. Schler was appointed Chief Executive Officer on September 19, 2013.

(2)    The amounts, if any, in the “Stock Awards” column of the “Summary Compensation” table have been calculated based upon the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 and there are no awards subject to performance conditions.

(3)      Consulting fees paid and accrued for the fiscal year ended June 30, 2011.

(4)Salary and/or consulting fees paid and accrued for the fiscal year ended June 30, 2012.

(5)    Salary and/or consulting fees paid and accrued for the fiscal year ended June 30, 2013.

Employment Agreements

The Company does not have an employment agreement or consulting agreement with Messrs. McKinnon, Schler, Scherba, Liabotis or Nykoliation. Each receivereceives consulting fees and/or monthly salaries. Mr. McKinnon receives approximately CAD$15,000 per month. Messrs. Scherba, Schler, Liabotis and Nykoliation receive approximately CAD$12,000 per month, although the compensation varies from month to month depending on various factors.

Outstanding Stock Options and Stock Appreciation Rights Grants

Outstanding stock options granted to Named Executive Officers (“NEO’s”) and Directors as at June 30, 20122013 are as follows:

***Mr. McKinnon resigned as Chief Executive Officer and Chairman of the Board of Directors on September 12, 2013.

The Company has no stock appreciation rights.

Outstanding Stock Awards at Year End

The outstanding equity awards as at June 30, 20122013 are as follows:

***Mr. McKinnon resigned as Chief Executive Officer and Chairman of the Board of Directors on September 12, 2013.

Options Exercises and Stocks Vested

Options exercised and stocks vested as at June 30, 20122013 are as follows:

***Mr. McKinnon resigned as Chief Executive Officer and Chairman of the Board of Directors on September 12, 2013.

Grants of Plan-Based Awards

Grants of plan-based awards are as follows:

***Mr. McKinnon resigned as Chief Executive Officer and Chairman of the Board of Directors on September 12, 2013.

Reference – Grant Date - n/a = not applicable.

Non Qualified Deferred Compensation

As at June 30, 2012,2013, the Company had no formalized deferred compensation plan.

***Mr. McKinnon resigned as Chief Executive Officer and Chairman of the Board of Directors on September 12, 2013.

Golden Parachute Compensation

As at June 30, 2012,2013, the Company had no arrangements in place relating to the termination of employees.

Long-Term Incentive Plan Awards Table

There are no Long-Term Incentive Plans in place at this time.***Mr. McKinnon resigned as Chief Executive Officer and Chairman of the Board of Directors on September 12, 2013.

Aggregated Option Exercises and Fiscal Year-End Option Values

On March 9, 2006, the Company filed a Form S-8 registration statement in connection with its newly adopted Stock Option Plan (the “Plan”) allowing for the direct award of shares or granting of stock options to acquire up to a total of 2,000,000 common shares.Shares. On December 18, 2006, February 16, 2007, July 11, 2007, September 29, 2009, May 3, 2011, and March 1, 2012 and February 27, 2013, the Plan was amended to increase the stock option pool by a total of 25,000,00030,500,000 additional common shares.Shares. The following table summarizes the continuity of the Company’s stock options:

Additional information regarding options outstanding as at June 30, 20122013 is as follows:

The following are changes in the number of stock options outstanding subsequent to the Company’s June 30, 20122013 year end, and as of the date of this Proxy Statement:report:

As a result of these transactions, 22,990,00028,445,000 stock options were outstanding as of the date of this Proxy Statement.report.

Long-Term Incentive Plan Awards

There are no Long-Term Incentive Plans in place at this time.

Compensation of Directors

Directors who provide services to the Company in other capacities has been previously reported under “Summary Compensation”. The following table summarizes compensation paid to or earned by our directors who are not Named Executive Officers for their service as directors of our company during the fiscal year ended June 30, 2012.2013.

⁽¹⁾ The values in the “Option Awards” and included within the “Total” columns above do not represent a cash payment of any kind. Rather these values represent the calculated Black-Scholes theoretical value of granted options. It is important to note that these granted options may or may not ever be exercised. Whether granted options are exercised or not will be based primarily, but not singularly, on the Company’s future stock price and whether the granted options become “in-the-money”. If these granted options are unexercised or expire, the cash value or benefit to the above directors is $nil.

Pension Benefits

As of June 30, 2012,2013, the Company had no pension or retirement plans.

***Mr. McKinnon resigned as Chief Executive Officer and Chairman of the Board of Directors on September 12, 2013.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information regarding beneficial ownership of our common sharesShares as of January 1,October 10, 2013, by: (i) each person who isparty known by the Company to own beneficially more than 5% of our common shares;Shares; (ii) each director of the Company; (iii) each of the Named Executive Officers; and (iv) all directors and executive officers of the Company as a group.

The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 under the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. The Company believes that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted. The “Number of Common Shares Beneficially Owned” in calculated based on total shares held plus warrants held (plus stock options entitled to exercise). The aggregate of these items, which totals 233,107,613,225,094,920, will be used as the denominator for the percentage calculation below.

Sources –www.sedi.ca, U.S. regulatory filings, internal schedules and the Company’s registered shareholder list.

* Mr. Harder was appointed Chairman of the Board of Directors on September 19, 2013.

** Mr. Schler was appointed Chief Executive Officer on September 19, 2013.

***Mr. McKinnon resigned as Chief Executive Officer and Chairman of the Board of Directors on September 12, 2013.

⁽¹⁾ Denominator used for calculation is 233,107,613.225,094,920. Based on total issued and outstanding common sharesShares of 163,254,320192,554,321 plus warrants outstanding of 46,863,2934,095,599 plus common stockShares purchase common stockShares purchase options outstanding of 22,990,00028,445,000 as of January 1,October 10, 2013.

⁽²⁾ Totals include items held by “Badger Resources Inc.”, a related companyTotal includes 350,000 Shares and certain family members. Includes 1,000,000 warrants and 4,087,000 common shares. The warrants are exercisable until April 26, 2013 at a price of $0.15 per share. Also includes 5,370,000 common

stock purchase common stock1,220,000 Shares purchase options exercisable between $0.15 to $0.40$0.11 and $0.395 per share with expiry dates between July 11, 2012 to March 7, 2017.May 14, 2014 and October 9, 2018.

⁽³⁾ TotalsTotal include items held by “Sarmat Resources Inc.”, a related company, plus certain family members. holdings Includes 900,000 warrants4,130,000 Shares and 3,860,000 common shares. The warrants are exercisable until April 26, 2013 at a price of $0.15 per share. Also includes 4,340,000 common stock purchase common stock5,160,000 Shares purchase options exercisable between $0.15 to $0.40 per share with expiry dates between July 11, 2012 to March 7, 2017.

⁽⁴⁾ Includes 250,000 common shares$0.11 and 575,000 common stock purchase common stock purchase options exercisable between $0.20 to $0.35 per share with expiry dates between September 2, 2013 to March 7, 2017.

⁽⁵⁾ Includes 325,000 common shares and 1,100,000 common stock purchase common stock purchase options exercisable between $0.20 to $0.35 per share with expiry dates between September 2, 2013 to March 7, 2017.

⁽⁶⁾ Includes 325,000 common shares and 675,000 common stock purchase common stock purchase options exercisable between $0.20 to $0.40$0.395 per share with expiry dates between May 11,14, 2014 and March 7, 2017.September 18, 2018.

⁽⁷⁾⁽⁴⁾ Appointed President and Chief Operating Officer on September 19, 2012. Includes 1,400,000 common stock purchase common stockTotal includes 2,330,000 Share purchase options exercisable between $0.20 to $0.40$0.11 and $0.395 per share with expiry dates between May 11,14, 2014 to March 7, 2017.and July 9, 2018.

⁽⁸⁾⁽⁵⁾ Includes 200,000 common stock purchase common stock purchase options exercisable at $0.28 per share with an expiry date of March 7, 2017.

⁽⁹⁾ Includes 100,000 common sharesTotal includes 250,000 Shares and 180,000 common stock purchase common stock purchase options exercisable at $0.23 per share with an expiry date of May 23, 2017.

⁽¹⁰⁾ Members of the Audit Committee.

⁽¹¹⁾ Appointed as Senior Vice President and Chief Financial Officer on September 19, 2012. Includes 131,000 common shares and 1,350,000 common stock purchase common stock750,000 Share purchase options exercisable between $0.20 to $0.35$0.11 and $0.395 per share with expiry dates between May 11,14, 2014 to March 7, 2017.and September 18, 2018.

^(12)(6) Includes 675,000 common sharesTotal includes 325,000 Shares and 1,675,000 common stock purchase common stock1,500,000 Share purchase options exercisable between $0.20 to $0.35$0.11 and $0.395 per share with expiry dates between May 14, 2014 and September 2, 2013 to18, 2018.

⁽⁷⁾ Total includes 300,000 Share purchase options exercisable between $0.21 and $0.28 per share with expiry dates between March 7, 2017.2017 and February 28, 2018.

⁽⁸⁾ Total includes 100,000 Shares and 305,000 Share purchase options exercisable between $0.11 and $0.23 per share with expiry dates between May 23, 2017 and July 9, 2018.

⁽⁹⁾ Total include items held by “Badger Resources Inc.”, a related company plus certain family members holdings. Includes 4,087,000 Shares and 6,440,000 Share purchase options exercisable between $0.11 and $0.395 per share with expiry dates between May 14, 2014 and September 18, 2018.

⁽¹⁰⁾ Total includes 131,000 Shares and 2,050,000 Share purchase options exercisable between $0.11 and $0.395 per share with expiry dates between May 14, 2014 and July 9, 2018.

⁽¹¹⁾ Total includes 675,000 Shares and 2,550,000 Share purchase options exercisable between $0.11 and $0.395 per share with expiry dates between May 14, 2014 and September 18, 2018.

⁽¹²⁾ Members of the Audit Committee.

⁽¹³⁾ Parties whose shareholdings are a part of the total of “All directors and executive officers as a group (10 persons)”.

Changes in Control

We are not aware of any arrangements that may result in a change in control of the Company.

Interest of Informed Persons in Material Transactions

Except as otherwise disclosed herein, no Director or Officer of the Company, no proposed nominee for election to the Board, no person owning or exercising control over more than 10% of the Company’s issued and outstanding Shares, and no associate or affiliate of any such person hashad any material interest, direct or indirect, in any material transaction involving the Company within thefiscal year ended June 30, 2012.

2013.

Equity Compensation Plan Information

The following table sets forth information as of June 30, 20122013 for all compensation plans not previously directly approved by the Company's security holders but issued pursuant to the shareholder approved Amended and Restated Stock Option Plan. Options reported below were issued under the Company's Plan.

*Based on a closing price of US$0.330.12 on December 31, 2012Friday June 28, 2013 and presuming all options are exercised.

***Mr. McKinnon resigned as Chief Executive Officer and Chairman of the Board of Directors on September 12, 2013.

***Mr. McKinnon resigned as Chief Executive Officer and Chairman of the Board of Directors on September 12, 2013.

* Mr. Harder was appointed Chairman of the Board of Directors on September 19, 2013.

** Mr. Schler was appointed Chief Executive Officer on September 19, 2013.

***Mr. McKinnon resigned as Chief Executive Officer and Chairman of the Board of Directors on September 12, 2013.

In addition, please note the following:

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Form 3 (Initial Statement of Beneficial Ownership), Form 4 (Statement of Changes of Beneficial Ownership of Securities) and Form 5 (Annual Statement of Beneficial Ownership of Securities). Directors, executive officers and beneficial owners of more than 10% of the Company’s Common Stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they filed. Except as otherwise set forth herein, based solely on review of the copies of such forms furnished to the Company, or written representations that no reports were required, the Company believes that for the fiscal year ended June 30, 2012,2013, beneficial owners and executives complied with Section 16(a) filing requirements applicable to them.

PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

APPROVAL TO INCREASE THE AUTHORIZED CAPITAL STOCK OF THE COMPANYAt the Meeting of Stockholders, the stockholders will vote to ratify the appointment of MNP LLP (“MNP”), as our independent registered public accounting firm for the fiscal year ending June 30, 2014. MNP served as auditor for the fiscal year ended June 30, 2013. We do not expect a representative of MNP to be present at the Meeting.

To approve an increase

On May 13, 2013, the Company received notice that, effective June 1, 2013, MSCM LLP (“MSCM”) the Company’s independent registered public accountants, merged with MNP LLP (“MNP”). Most of the professional staff of MSCM continued with MNP either as employees or partners will continue their practice with MNP.

The Board has selected MNP as our independent registered public accounting firm for the fiscal year ending June 30, 2014. Although the selection of the independent registered public accounting firm is not required under the Company’s authorized capital stockBy-laws or otherwise to 450,000,000 from 350,000,000,be ratified by our stockholders, the Board has directed that the appointment of which 440,000,000MNP be submitted to our stockholders for ratification due to the significance of their appointment. If our stockholders fail to ratify the selection, it will be deemed common shares andconsidered as a direction to the remaining 10,000,000 willBoard to consider the selection of a different firm. Even if the selection is ratified, the Board in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be deemed eligible to be divisible into classes, series and types as designated byin the Board. This increase is being requested in order to allowbest interests of the Company the ability, if deemed appropriate, to issue common shares in connection with equity financings, property acquisitions, among other things in order to continue progress the Company forward. The Company will continue to be subject to TSX rules prohibiting increasing the issued and outstanding shares by greater than 25% during any six month period without shareholder approval. There are no preemptive rights for any current or prospective shares of common stock. Although the Company will likely issue additional securities in future private placements, no offering thereof is contemplated in the proximate future and the terms of the additional securities to be authorized, including dividend or interest rates, conversion prices, voting rights, redemption prices, maturity dates, and similar matters will be determined by the Board of Directors.

Although the Company will issue additional securities in future private placements, no offering has commenced and the terms of the additional securities to be authorized, including dividend or interest rates, conversion prices, voting rights, redemption prices, maturity dates, and similar matters will be determined by the Board of Directors, except that:The Company intends to file a Post-Effective Registration Statement (No. 333-168194)on Form S-1 (the Registration Statement (No. 333-168194)was originally filed with the Commission on July 19, 2010, and was declared effective November 10, 2010) in order to provide current financial statements.

No shares of common stock or shares of common stock underlying warrants registered in the Registration Statement (No. 333-168194)were offered or sold pursuant to the Registration Statement (No. 333-168194) after October, 2011 (sixteen months after the audited June 30, 2010 financial statements included in the Registration Statement) andno shares of common stock or shares of common stock underlying warrants registered in the Registration Statement (No. 333-168194)will be offered or sold pursuant to the Registration Statement (No. 333-168194)untilsuch time as the Post-Effective Registration Statement (No. 333-168194) is filed andbecomes effective. After such Post-Effective Registration Statement (No. 333-168194)on Form S-1 becomes effective, the Company will, upon the exercise of any outstanding warrants (specifically common stock purchase warrants, Class B broker warrants, and Class C broker warrants originally totaling 22,936,667 shares of common stock) issue additional shares common stock pursuant to the terms and conditions of the respective warrants. its stockholders.

Recommendation of the Board of Directors

The Board of Directors recommends a vote FOR the changeratification of the appointment of MNP LLP, as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2014.

Auditors Fees

1. Audit Fees – Audit fees were paid for professional services rendered by the auditors for the audit of the Company’s capital stockannual financial statements as well as services provided in connection with quarterly and statutory and regulatory filings within Form 10-K and Form 10-Q.

2. Audit-Related Fees – The aggregate fees, including expenses, billed by the Company’s principal accountant for services reasonably related to 450,000,000 from 350,000,000.the audit

3. Tax Fees – Tax fees are payable in respect of tax compliance, tax advice and tax planning professional services. These services include reviewing tax returns and assisting in responses to government tax authorities.

4. All Other Fees – All other fees are payable for professional services which included accounting advice. The Company did not incur any such fees during the years ended June 30, 2013 and 2012.

Auditor Independence and Auditor’s Time on Task

Our Board of Directors considers that the work done for us in the year ended June 30, 2013 by our company’s auditors, MNP LLP (the surviving firm of our auditors, formerly MSCM LLP Chartered Accountants) is compatible with maintaining MNP LLP. All of the work expended by MNP LLP on our June 30, 2013 audit was attributed to work performed MNP LLP’s full-time, permanent employees.All of the work expended by MNP LLP, on our June 30, 2013 audit was attributed to work performed by MNP LLP full-time, permanent employees.

PROPOSAL 3 - APPROVAL OF AMENDMENTS TO THE AMENDED AND RESTATED STOCK OPTION PLAN

The following is a brief summary of the Amended and Restated Stock Option Plan (“Plan”). Shareholders are encouraged to review the entire Plan filed on Form 8-K on October 16, 2013 or at the following address –http://www.energizerresources.com/investors/agm-data.htmlagm-data. The purpose of the Plan is to advance the interests of the Company, by providing an additional incentive to attract, retain and motivate highly qualified and competent persons who are key to the Company and upon whose efforts and judgment the success of the Company and its Subsidiaries is largely dependent.

U.S. Federal Income Tax Consequences (for U.S. citizens granted options under the Plan)

If a holder is granted a nonqualified stock option under the Plan, the holder should not have taxable income on the grant of the option. Generally, the holder should recognize ordinary income at the time of exercise in an amount equal to the fair market value of a share of our common stockShares at such time, less the exercise price paid. The holder's basis in the common stockShares for purposes of determining gain or loss on a subsequent sale or disposition of such shares generally will be the fair market value of our common stockShares on the date the holder exercises such option. Any subsequent gain or loss generally will be taxable as a capital gain or loss. The Company should be entitled to a federal income tax deduction at the time and for the same amount as the holder recognizes ordinary income.

A holder of an incentive stock option will not recognize taxable income upon grant. If the applicable employment-related requirements are met, the holder will not recognize taxable income at the time of exercise. However, the excess of the fair market value of our common stockShares received over the option price is an item of tax preference income potentially subject to the alternative minimum tax. If any of the requirements for incentive stock options under the Internal Revenue Code are not met, the incentive stock option will be treated as a nonqualified stock option and the tax consequences described above for nonqualified stock options will apply. Once an incentive stock option has been exercised, if the stock acquired upon exercise is held for a minimum of two years from the date of grant and one year from the date of exercise, the gain or loss (in an amount equal to the difference between the fair market value on the date of sale and the exercise price) upon disposition of the stock will be treated as a long-term capital gain or loss, and we will not be entitled to any deduction. If the holding period requirements are not met, the excess of the fair market value on the date of exercise over the exercise price (less any diminution in value of the stock after exercise) will be taxed as ordinary income and the Company is entitled to a deduction to the extent of the amount included in the income of the holder. Appreciation in the stock subsequent to the exercise date will be taxed as long term or short termshort-term capital gain, depending on whether the stock was held for more than one year after the exercise date.

If, on a change of control of the Company, the exercisability of an award is accelerated, any excess on the date of the change of control of the fair market value of the shares or cash issued under accelerated awards over the purchase price of such shares, if any, may be characterized as "parachute payments" (within the meaning of Section 280G) if the sum of such amounts and any other such contingent payments received by the employee exceeds an amount equal to three times the "base amount" for such employee. The base amount generally is the average of the annual compensation of such employee for the five years preceding a change in ownership or control. An "excess parachute payment," with respect to any employee, is the excess of the parachute payments to such person, in the aggregate, over and above such person's base amount. If the amounts received by an employee upon a change-in-control are characterized as parachute payments, such employee will be subject to a 20% excise tax on the excess parachute payment and the Company will be denied any deduction with respect to such excess parachute payment.

Taking all these factors into consideration, however, the Board of Directors believes that these measures should increase the likelihood that all of the Company’s shareholders will be treated equally and fairly when shareholder action is taken, and should enhance the ability of the Company and its shareholders to carefully consider shareholder nominations and proposals.

In order to conform with TSX and US tax regulations, certain sections within the Plan have been modified since the Company’s listing on the TSX during June 2011 and since the last annual general meeting of the Company. The Company is required to, and will continue to follow all policies and procedures of the TSX as they relate to stock option plans.

The following definitions are for purposes of this proposal:

“Disinterested Shareholder Approval” means approval of a majority of the votes cast by all Shareholders in person or by proxy at the Meeting, excluding votes attached to Shares beneficially owned by Insiders to whom options may be granted under the Plan and Associates of such persons;

“Insider” means (a) a director or senior officer of the Company, (b) a director or senior officer of a company that is an Insider or subsidiary of the Company, (c) an individual, corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity that beneficially owns or controls, directly or indirectly, securities that are not debt securities that carry a voting right either under all circumstances or under some circumstances that have occurred and are continuing, or (d) the Company itself if it holds any of its own securities.

Disinterested Shareholders are asked to approve by passing the following ordinary resolution:

“RESOLVED BY ORDINARY RESOLUTION: to approve an amendment to the Company’s Plan to increase the authorized number of options for common sharesShares of the Company authorized to be issued to 32,500,00037,500,000 from 27,000,000”32,500,000”.

In accordance with the requirement of the TSX to obtain Disinterested Shareholder Approval, proxies representing Shares beneficially owned by Insiders to whom options may be granted under the Plan will be excluded from voting on this resolution. The total number of shares which will be excluded from voting will be 11,405,00010,591,000 shares which represents 7.0%5.50% of the non-diluted, issued and outstanding common sharesShares of the Company. With respect to all other proxies, unless a proxy specifies that the Shares it represents are to be withheld from voting in favour of the resolution proposed above, the proxies named in the accompanying form of proxy intend to vote in favour of this resolution.

Recommendation of the Board of Directors

The Board recommends a vote FOR the approval of the Amended and Restated Stock Option Plan that increases the number of options for common sharesShares eligible for issue to 32,500,00037,500,000 from 27,000,000.32,500,000.

PROPOSAL 4 – AMENDMENTAUTHORIZATION TO THE ARTICLESCOMPLETE PRIVATE PLACEMENT OF INCORPORATIONSUBSCRIPTION RECEIPTS TO COMPLY WITH TORONTO STOCK EXCHANGEFUND BANKABLE FEASIBLE STUDY

Shareholders are asked

Background

The Company is proposing to approve the following ordinary resolutionconduct a private placement of securities (the “Private Placement”) in order to comply with TSX policies:

“RESOLVED BY ORDINARY RESOLUTION:subjectraise funds to finance the continued development of its Madagascar graphite mineral property as well as for general and administrative purposes. The securities offered pursuant to the approvalPrivate Placement will be priced in the context of the shareholdersmarket and may, but not necessarily will, be offered at a discount to the “market price” (within the meaning of such term under the rules of the CorporationTSX, which market price was, as of October 7, 2013, the date the Company applied for “price protection” under applicable TSX Policies, CAD $0.1334) but within the permitted discount under applicable TSX policies (the maximum permitted discount being 25%), which amount will not be less than CAD $0.10 per Subscription Receipt. However, pursuant to applicable TSX policies the securities will be deemed to be offered at a discount to the market price (even though the actual price may be at or above market at the time the securities are priced) since the Units (as defined below) underlying the Subscription Receipts will include warrants that are exercisable to acquire Shares and, if a sufficient number of Subscription Receipts are sold, may result in accordance with the Minnesota Business Corporation Act, the articlesissuance of incorporationlisted Shares that is greater than 25% of the Corporation be amended (the “Amendment”) to add thereto the following paragraph 9 immediately following paragraph 8 thereof:

Recommendationissued and outstanding Shares of the Board of Directors

The Board recommendsCompany (on a vote FOR the approval of an amendmentnon-diluted basis) prior to the articlecompletion of incorporation to comply with the Toronto Stock Exchange requirements.

PROPOSAL 5 - RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

At the Meeting of Stockholders, the stockholders will vote to ratify the appointment of MSCM LLP (“MSCM”), Chartered Accountants, as our independent registered public accounting firmPrivate Placement. Consequently, shareholder approval for the fiscal year ending June 30, 2013. MSCM served as auditor for the fiscal year ended June 30, 2012. We do not expect a representative of MSCM to be present at the Meeting.Private Placement is required.

The Board has selected MSCM as our independent registered public accounting firmCompany anticipates this will be the last Private Placement necessary before mine financing will be required. The funds raised from the Private Placement will be primarily used for the fiscal year ending June 30, 2013. Althoughcompletion of a bankable feasibility study, which is now being expedited in order to meet the selectiondue diligence requirements of Caterpillar Mining Financing and other financial institutions whom have expressed interest in providing mine financing. The Bankable Feasibility study will include a comprehensive Environmental and Geo-Technical Study in preparation for finalizing mine design parameters and as a prerequisite for future project financing. Funds will also be used to generate additional quantities of graphite concentrate in larger quantities (40-50 tonnes) to provide potential off-take partners with samples for product end-use evaluation and verification. A portion of the independent registered public accounting firm is not required underfunds raised will be targeted for marketing initiatives, focused on raising the Company’s Bylaws orawareness and exposure of the Company to potential strategic off-take partners and retail and institutional investors. Particular focus will be paid to key markets in Asia, the Unites States and Europe.

otherwise to be ratified by our stockholders, the Board has directed

It is expected that the appointment of MSCM be submitted to our stockholders for ratification due to the significance of their appointment. If our stockholders fail to ratify the selection, itPrivate Placement will be considered as a directioncompleted on or before January 31, 2014 and will consist of the issuance of up to 125,000,000 Subscription Receipts of the Board to consider the selection of a different firm. Even if the selection is ratified, the Board in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change wouldCompany. Each Subscription Receipt will be in the best interestsautomatically exercisable for units (the “Units”) of the Company upon satisfaction of the Escrow Release Conditions (as defined below). Each Unit will be comprised of one Share (a “Purchased Share”) and one-half of one Share purchase warrant (a “Warrant”). Each whole Warrant shall be exercisable to acquire one Common Share at a per share price which will be approximately 50% greater than the subscription price (and will be at a premium to the prevailing market price at the time of pricing of the securities to be sold in the Private Placement, and will not be less than CAD $0.14) until the date that is eighteen (18) months from the date of issuance.

The maximum number of Subscription Receipts to be issued pursuant to the Private Placement will be a total of 125,000,000. In addition, the Company may issue Broker Warrants (as defined below) to an Agent (as defined below) or as partial finder’s fees in an amount to be determined but not to exceed 7,500,000 Broker Warrants. The total number of securities potentially issuable pursuant to the Private Placement, assuming the maximum number of Subscription Receipts are issued, the Subscription Receipts are automatically exercised upon satisfaction of the Escrow Release Conditions (as defined below), all Warrants partially comprising the Units are exercised and the maximum number of Broker Warrants are issued and all such Broker Warrants are exercised, is 195,000,000 Shares, representing 101% of the current issued and outstanding Shares prior to completion of the Private Placement on a non-diluted basis.

The number of Common Shares issuable pursuant to each Subscription Receipt, Warrant and Broker Warrant will be subject to standard adjustment provisions in the event that the Company undertakes a capital or corporate reorganization, share consolidation, stock dividend, or other capital restructuring transaction.

The Company may retain the services of an investment banker (the "Agents") to assist it with the Private Placement, but at this time has not yet done so. In the event an Agent is not retained, the Private Placement will be conducted on a non-brokered basis. The closing of the Private Placement of Subscription Receipts is expected to take place by the end of November , 2013 or such other date or dates as shall be mutually agreed upon by the Company and the Agents (if any), provided, however, that the Private Placement shall not be completed after January 31, 2014. If an Agent is retained, the terms of engagement are expected to be on a commercially reasonable efforts basis and any commissions will be paid only upon and at the time of Escrow Release (as defined below). The Company expects to pay a negotiated commission based on a percentage of the gross proceeds of the issue and sale of the Subscription Receipts and to issue warrants (the “Broker Warrants”) to acquire that number of Shares that is equal to a negotiated percentage of the number of Subscription Receipts sold pursuant to the Private Placement. The Broker Warrants will be exercisable for a period of eighteen (18) months following the issuance thereof at a per warrant exercise price based on the same terms as warrants issued pursuant to the Private Placement. If an Agent is retained, the terms of the Private Placement will be subject to the provisions of a definitive agency agreement (the "Agency Agreement") to be entered into among the Company and the Agent which shall contain standard market out, disaster out, regulatory out and material adverse change out clauses until the date of closing of the Private Placement and other industry standard provisions. The Subscription Receipts will be issued pursuant to a subscription receipt agreement entered into among the Company, the Agent and a licensed Canadian trust company or other escrow agent (the “Escrow Agent”). The gross proceeds of the Offering (the "Escrowed Funds") will be held in escrow and will be released to the Company or as otherwise directed by the Company (the “Escrow Release”), together with any interest thereon, and the Subscription Receipts automatically exercised and the Common Shares and Warrants comprising the Units issued to the purchasers of the Subscription Receipts (the “Purchasers”) if, on or before the date that is 120 days following the closing of the Private Placement (the “Escrow Release Deadline”), the shareholders of the Company have approved the Private Placement Resolution (set out below), and all other escrow release conditions, as may be agreed upon between the Company and the Agents (collectively with the shareholder approval of the Private Placement Resolution, the “Escrow Release Conditions”). In the event the Escrow Release Conditions are not satisfied on or before the Escrow Release Deadline, the Subscription Receipts will be void and of no further force or effect and the Escrowed Funds will be returned to the Purchasers.

The following Insiders of the Company are expected to participate in the Private Placement on the same basis as the arm’s-length Purchasers: Craig Scherba, President, the Chief Operating Officer and a Director of the Company (up to 500,000 Subscription Receipts, the underlying shares of which represent 0.39% of the issued and outstanding Shares of the Company prior to the completion of the Private Placement); Peter Liabotis, the Chief Financial Officer of the Company (up to 500,000 Subscription Receipts, the underlying shares of which represent 0.39% of the issued and outstanding Shares of the Company prior to the completion of the Private Placement); Brent Nykoliation, Senior Vice President of the Corporation (up to 500,000 Subscription Receipts the underlying shares of which represent 0.39% of the issued and outstanding Shares of the Company prior to the completion of the Private Placement); Richard Schler, the Chief Executive Officer and a Director of the Company (up to 500,000 Subscription Receipts, the underlying shares of which represent 0.39% of the issued and outstanding Shares of the Company prior to the completion of the Private Placement), and Quentin Yarie, a Director of the Company (up to 400,000 Subscription Receipts, the underlying shares of which represent 0.31% of the issued and outstanding Shares of the Company prior to the completion of the Private Placement). The maximum number of Shares of the Company issuable to Insiders pursuant to the Private Placement (after exercise of the Subscription Receipts and the Warrants) will be equal to 1.83% of the total number of issued and outstanding Shares of the Company, without taking into consideration Shares issued to any other purchasers under the Private Placement.

The Private Placement will not result in a change of control of the Company, nor will any new insiders be created as a result of the Private Placement.

Requirement for Shareholder Approval

Sections 604(a)(i) and 607(g)(i) of the TSX Company Manual require that shareholder approval be obtained for any private placement conducted at a discount to the market price where the number of shares being issued or issuable exceeds 25% of the non-diluted number of shares outstanding prior to the completion of the private placement. The Private Placement will be deemed to be conducted at a discount to the market price since the Company is proposing to issue Units comprised of Shares and warrants to acquire additional Shares in an amount totalling more than 25% of the non-diluted number of Shares outstanding prior to the Private Placement. Accordingly, the rules of the TSX require that the Private Placement and the issuance of Shares pursuant to the Private Placement (including on exercise of the Warrants) issued to Purchasers pursuant to the Private Placement be approved by an ordinary resolution of the shareholders.

The Private Placement Resolution

At the Meeting, the Shareholders will be asked to consider and vote upon the Private Placement Resolution, which, in accordance with the rules of the TSX, will authorize the Company to complete the Private Placement and in particular, will result in the automatic exercise of the Subscription Receipts upon satisfaction of the Escrow Release Conditions and authorize the issuance of Shares and Warrants comprising the Units pursuant to the Private Placement, as well as the issuance of the Broker Warrants . The full text of the Private Placement Resolution is as follows:

"BE IT RESOLVED, as an ordinary resolution of the shareholders Company, that:

1. the issuance by the Company to the Purchasers, on a private placement basis, of up to 125,000,000 Subscription Receipts on or before January 31, 2014, the issuance of up to 125,000,000 Purchased Shares and up to 62,500,000 Warrants upon exercise of the Subscription Receipts, 62,500,000 Shares issuable upon exercise of the Warrants and up to 7,500,000 Shares on exercise of the Broker Warrants, all of which total in the aggregate more than 25% of the issued and outstanding Shares, on a non-diluted basis, immediately prior to completion of the Private Placement, is hereby ratified, confirmed and approved.

2. any director or officer of the Company be and is hereby authorized to do all things and execute all instruments necessary or desirable to give effect to this ordinary resolution.

3. notwithstanding that this ordinary resolution has been duly passed by the shareholders, the board of directors of the Company may, in its stockholders.sole discretion, decide not to act on this resolution without further approval of the Shareholders."

The Private Placement Resolution is an ordinary resolution of the shareholders and, to be valid, it must be approved by a majority of the votes cast by the shareholders present in person or by proxy at the Meeting.Unless otherwise directed, the persons named in the enclosed form of proxy, if named as proxy, intend to vote for approval of the foregoing resolution.

Recommendation of the Board of Directors

The Board of Directors recommends athat the Shareholders vote FOR the ratificationin favour of the appointment of MSCM LLP, Chartered Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2013.Private Placement Resolution.

Principal Accounting Fees

PROPOSAL 5 - ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Company believes that its compensation policies are designed to attract, motivate and Services - Year ended June 30, 2012retain talented executive officers and are aligned with the long-term interests of its stockholders. If such compensation were to be modified, the Company runs the risk of both being unable to retain and unable to attract qualified and competent people to fill rolls necessary for the advancement and betterment of the Company.

Audit Fees:Audit fees, including expenses, billed

The Company is providing its stockholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers (“NEO”) as disclosed in this proxy statement in accordance with the SEC’s rules. This proposal, which is commonly referred to as “say-on-pay,” is required by the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which added Section 14A to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Section 14A of the Exchange Act also requires that stockholders have the opportunity to cast an advisory vote with respect to whether future executive compensation advisory votes will be held every one, two or three years, which is the subject of Proposal 6.

This advisory stockholder vote, gives you as a stockholder the opportunity to approve or not approve the NEO’s compensation that is disclosed in this Proxy Statement by voting for or against the resolution below (or by abstaining with respect to the resolution).

Our Board of Directors is asking stockholders to approve a non-binding advisory vote on the following resolution:

“BE IT RESOLVED, that the compensation paid to the Company’s principal accountantnamed executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and any related material disclosed in connection withthis proxy statement, is hereby approved”.

As an advisory vote, this proposal is not binding. Neither the auditoutcome of this advisory vote nor of the advisory vote included in Proposal 6 overrules any decision by the Company or the Board of Directors (or any committee thereof), creates or implies any change to the fiduciary duties of the Company or the Board of Directors (or any committee thereof), or creates or implies any additional fiduciary duties for the Company or the Board of Directors (or any committee thereof). However, our Compensation Committee and Board of Directors value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for named executive officers.

Recommendation of the Board

The Board of Directors recommends that the stockholders vote “FOR” the approval of the compensation of our financial statementsnamed executive officers.

PROPOSAL 6 – ADVISORY VOTE ON THE FREQUENCY OF FUTURE EXECUTIVE COMPENSATION ADVISORY VOTES

In Proposal 5, the Company is providing its stockholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers. In this Proposal 6, we are asking our stockholders to cast a non-binding advisory vote regarding the frequency of future executive compensation advisory votes. Stockholders may vote for a frequency of every one, two, or three years, or may abstain from casting a vote.

The Board of Directors will take into consideration the outcome of this vote in making a determination about the frequency of future executive compensation advisory votes. However, because this vote is advisory and non-binding, the Board of Directors may decide that it is in the best interests of our stockholders and the Company to hold the advisory vote to approve executive compensation more or less frequently. In the future, we will propose an advisory vote on the frequency of the executive compensation advisory vote at least once every six calendar years.

After careful consideration, the Board of Directors believes that the executive compensation advisory vote should be held every three years, and therefore our Board of Directors recommends that you vote for a frequency of every three years for future executive compensation advisory votes.

The Company believes that a once-every-three-years executive compensation advisory vote will allow our stockholders to evaluate executive compensation on a more thorough, longer-term basis than an annual or biennial vote. The Company will take a long-term view of executive compensation and encourages its stockholders to do the same. Too-frequent executive compensation advisory votes may encourage short-term analysis of executive compensation. In addition, an annual or biennial executive compensation advisory vote may not allow stockholders sufficient time to evaluate the effect of changes made to the Company’s executive compensation program. In determining to recommend that stockholders vote for a frequency of once every three years, the Company considered how an advisory vote at this frequency will provide stockholders sufficient time to evaluate the effectiveness of our executive compensation policies and practices in the context of our long-term business results rather than emphasizing short-term and potentially one-time fluctuations in our business results or executive compensation. In addition, a vote every three years will provide the Company sufficient time to be responsive to stockholder views.

The Board of Directors believes that holding the executive compensation advisory vote every three years is in the best interests of the Company and its stockholders and recommends voting for a frequency of every “three years”. Proxies solicited by the Board of Directors will be voted for a frequency of every three years unless stockholders specify to the contrary.

Recommendation of the Board

The Board of Directors recommends that the stockholders vote “FOR” a frequency of every “three years” for the most recent fiscal year and for the review of our financial information included in our Annual Report on Form 10-K; and our quarterly reports on Form 10-Q during the fiscal year ending June 30, 2012 was $83,500 CAD.executive compensation advisory.

Audit Related Fees:The aggregate fees, including expenses, billed by the Company’s principal accountant for services reasonably related to the audit for the year ended June 30, 2012 were $16,500.

All Other Fees:The aggregate fees, including expenses, billed for all other services rendered to the Company by its principal accountant during year ended June 30, 2012 was $Nil CAD.

Auditor Independence:Our Board considers that the work done for us in the year ended June 30, 2012 by MSCM LLP Chartered Accountants is compatible with maintaining MSCM LLP, Chartered Accountants.

Auditor’s Time on Task:All of the work expended by MSCM LLP, Chartered Accountants on our June 30, 2012 audit was attributed to work performed by MSCM LLP, Chartered Accountant’s full-time, permanent employees.

Certain Relationships & Related Transactions

Except as noted under the section “Compensation of Executives”,none of the following parties, since July 1, 2011,2012, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction with us that has or will materially affect us: any of our directors or officers; any person proposed as a nominee for election as a director; any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;Shares; any of our promoters; any relative or spouse of any of the foregoing persons who has the same house as such person.

Annual Report

All stockholders of record as of the record date are concurrently herewith being sent a copy of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012.2013. Any stockholder of the Company may obtain without charge additional copies of the Company’s Annual Report on Form 10-K for the 20122013 fiscal year, as filed with the Securities and Exchange Commission, by writing to:to the Chief Financial Officer of Energizer Resources at 1224 Washington Avenue, Miami Beach, FL, 33139, USA or 520 – 141 Adelaide Street West, Toronto, Ontario, M5H 3L5, Canada.

Stockholder Proposals & Nominations

Under Rule 14a-8 under the Exchange Act, stockholders may present proper proposals for inclusion in our proxy statement and for consideration at our next annual and special meeting of stockholders. To be eligible for inclusion in our 20132014 proxy statement, your proposal must be received by us no later thanAugust 1, 2013, and must otherwise comply with Rule 14a-8. While the Board will consider stockholder proposals, we reserve the right to omit from our proxy statement stockholder proposals that we are not required to include under the Exchange Act, including under Rule 14a-8. You may write to our Secretary at one of the Company’s addresses as reported above to deliver the notices discussed above and to request a copy of the relevant By-law provisions regarding the requirements for making stockholder proposals and nominations of directors.

Other Matters

As of the date of this proxy statement, we know of no matters other than those set forth herein that will be presented for consideration at the meeting. If any other matter or matters are properly brought before the meeting or any adjournment thereof, the persons named in the accompanying proxy will have discretionary authority to vote, or otherwise act, with respect to such matters in accordance with their judgment.

Revocable Proxy

- Energizer Resources Inc.

Proxy for the Annual and Special Meeting of Stockholders

This Proxy is solicited on behalf of the Board of Directors of Energizer Resources Inc. (the "Company") for the 20122013 Annual and Special Meeting of Stockholders to be held at the Board of Trade of Metro Toronto, First Canadian Place, 3^rd Floor, Toronto, Ontario on 19^th day February,Wednesday December 11, 2013 at 10:30am.00 a.m., local time.

The undersigned, a holder of common stockShares ofthe Company, hereby appoints J.A. Kirk McKinnonV. Peter Harder and/or Richard Schler and/or Craig Scherba (the "Proxyholders"), or instead of the foregoing, _____________________________________________(print name) and each of them, the true and lawful attorneys and proxies with full power of substitution, for and in the name, place and stead of the undersigned, to vote all of the shares of common stockShares ofthe Company which the undersigned would be entitled to vote if personally present at the 20122013 Annual and Special Meeting of Stockholders, and at any adjournment or postponement thereof, in all matters indicated on the reverse side hereof, and with discretionary authority to vote as to any other matters that may properly come before such meeting.

INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark"For All Except" and write the name(s) of such nominee(s) in the space provided above.

Check here if you plan to attend the 20122013 Annual and Special Meeting of Stockholders [ ][________]

This Proxy, when properly signed, will be voted in the manner directed. If no direction is given, this Proxy will be voted FOR Proposal 1, 2, 3 4, and 5.5 & 6. By completing and returning this proxy, you are granting the Proxyholders, and each of them, the right and authority to vote in their discretion with respect to any amendments to any of the above Proposals, as well as with respect to any other matter that may properly be brought before the 20122013 Annual and Special Meeting of Stockholders, in each case in accordance with the judgment of the person or persons voting. The Company does not expect that any matter other than as described in this proxy statement will be brought before the 20122013 Annual and Special Meeting of Stockholders. 

Once completed please fax to our transfer agent, Empire Stock Transfer Inc. (fax: (702) 974 1444)702.974.1444) or mail it to Empire Stock Transfer Inc. 1859 Whitney Mesa Dr., Henderson, NV, 89014, U.S.A.

USA.Please sign exactly as your name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

__________________________________ _____________________________________________________________

Signature of Stockholder Name of Stockholder (print exactly as it appears hereon)

__________________________________                                   _____________________________________________________________

Signature of Joint Stockholder                                      Name of Stockholder (print exactly as it appears hereon)

__________________________________                                    _____________________________________________________________

Certificate Number                                                Number of Shares Held

_______________________________                                        _____________________________________________________________

Date                                                                         Address Change

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.

2.THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

3.If you appoint Management’s nominees to vote your address has changed please writesecurities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management voting recommendations highlighted for each resolution. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

4. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the new address below:Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

5. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its being mailed to the shareholders of the Company.

6. To be valid, this proxy must be received byEmpire Stock Transfer Inc. 1859 Whitney Mesa Dr., Henderson, NV, 89014, USAbyFriday December 8, 2013 at 5pm,local time. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

7. If the shareholder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the shareholder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

PROPOSED AMENDED AND RESTATED STOCK OPTION PLAN OF ENERGIZER RESOURCES INC.APPENDIX A

(as of December 2012)AUDIT COMMITTEE CHARTER

The purposeAudit Committee (the “Committee”) is appointed by the Board of this Plan is to advance the interestsDirectors of Energizer Resources Inc., a Minnesota corporation (the “Company”), by providing an additional incentive to attract, retain and motivate highly qualified and competent persons who are. The Committee is a key to the Company, including key employees, consultants, independent contractors, Officers and Directors, and upon whose efforts and judgment the successcomponent of the CompanyCompany’s commitment to maintaining a higher standard of corporate responsibility. The Committee shall review the Company’s financial reports, internal control systems, the management of financial risks and the external audit process. It has the authority to conduct any investigation appropriate to its Subsidiaries is largely dependent, by authorizing the grant of options to purchase Common Stock of the Company and other related benefits to persons who are eligible to participate hereunder, thereby encouraging stock ownership in the Company by such persons, all upon and subject to the terms and conditions of this Plan.responsibilities.

2. Definitions.AUTHORITY

As used herein, the following termsThe Committee shall have the meanings indicated:authority to:

3.RESPONSIBILITIES

3.1.Overseeing the External Audit Process

3.2.Financial Reporting and Internal Controls

Subject3.3.Risk Management

The Committee shall inquire of management and the external auditor regarding significant risks or exposures to adjustment in accordance with Section 10 hereof,which the Company may issue upbe subject, and shall assess the adequacy of the steps management has taken to thirty-two million, five hundred thousand (32,500,000) Optionsto acquire Shares held in the Company’s treasury or from authorizedminimize such risks.

3.4.Other Responsibilities

The Committee shall perform any other responsibilities consistent with this Charter and unissued Shares through the exercise of Options issued pursuant to the provisions of this Plan. If any Option granted under this Plan shall terminate, expire, or be canceled, forfeited or surrenderedapplicable laws as to any Shares, the Shares relating to such lapsed Option shall be available for issuance pursuant to new Options subsequently granted under this Plan. Upon the grant of any Option hereunder, the authorized and unissued Shares to which such Option relates shall be reserved for issuance to permit exercise under this Plan. Subject to the provisions of Section 15 hereof, an Option granted hereunder shall be either an Incentive Stock Option or a Non-Statutory Stock Option as determined by the Committee at the time of grant of such Option and shall clearly state whether it is an Incentive Stock Option or Non-Statutory Stock Option.NoIncentive StockOption shall be grantedmore than 10 yearsafter theearlier of (i) the date on which this Plan is adopted by the Board or (ii) the date on which this Plan is approved by shareholders of the Company.

Options otherwise qualifying as Incentive Stock Options hereunder will not be treated as Incentive Stock Options to the extent that the aggregate Fair Market Value (determined at the time the Option is granted) of the Shares, with respect to which Options meeting the requirements of Code Section 422(b) are exercisable for the first time by any individual during any calendar year (under all stock option or similar plans of the Company and any Subsidiary), exceeds U.S. $100,000.deems appropriate.

5. Conditions for Grant of Options.