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 20112012 Annual and Special Meeting of Stockholders (the “Meeting”) of Energizer Resources Inc. (the “Company”) will be held at the Board of Trade of Metro Toronto, First Canadian Place, 3rd Floor, Toronto, Ontario, M5X 1C1 on WednesdayTuesday December 21, 201118, 2012 at 11:0010:30 a.m., local time for the following purposes:

1.To elect sixeight directors of the Company, each to hold their offices 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.

2.To approve an increase of 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 of Directors.   The Board of Directors suggests that you vote “FOR” this proposal at the meeting.

3.To approve an amendment to the Company’s Amended and Restated 2006 Stock Option Plan to increase the authorized number of options for common shares of the Company authorized to be issued to 27,000,00031,250,000 from 22,000,000.27,000,000.  The Board of Directors recommends that the Stockholders vote “FOR” this Proposal at the Meeting. The Board of Directors suggests that you vote “FOR” this proposal at the meeting.

4.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 in the future.

3.To approve the Re-pricing of various existing Stock Options.  The Board of Directors recommends that the Stockholders vote “FOR” this Proposal at the Meeting.

4.5.To ratify the appointment of MSCM LLP, Chartered Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2012.2013. The Board of Directors recommends that the Stockholders vote “FOR” this Proposal at the Meeting.

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

The Board of Directors has fixed the close of business on MondayWednesday November 21, 201114, 2012 at 5pm local time as the record date for the annual and special meeting.  Only holders of record of the Company’s common stock on the close of business onat that datetime are entitled to notice of, and to vote at, the meeting.
 
Dated:   November 14, 2011
/s/ J.A. Kirk McKinnon                                                                                     
Dated: November 2, 2012
/s/ J.A. Kirk McKinnon 
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 annual and special 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 ANNUAL MEETING, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED.  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.

 
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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; Fax:(416) 364-2753

PROXY STATEMENT FOR 20112012 ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS OF ENERGIZER RESOURCES INC.
Wednesday December 21, 201118, 2012 

Introduction
This proxy statement is being furnished to the stockholders of Energizer Resources Inc. (the “Company”) by its Board of Directors (the “Board”) in connection with the 20112012 Annual and Special Meeting of Stockholders (the “Meeting”) to be held at the Board of Trade of Metro Toronto, First Canadian Place, 3rd Floor, Toronto, Ontario M5X 1C1 on WednesdayTuesday December 21, 201118, 2012 at 11:0010:30 a.m., local time, or at any adjournment or postponement thereof.

Our registered United States office is located at 1224 Washington Avenue, Miami Beach, FL 33139 USA and our principal 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), 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 of Directors of the Company fromto holders of its common stock for use at the Annual and Special Meeting of Stockholders to be held at the Board of Trade of Metro Toronto, 1 First Canadian Place, 3rd Floor, Toronto, Ontario on WednesdayTuesday December 21, 201118, 2012 at 11:0010:30 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 December 16, 201114, 2012 at 5pm, local time.

Record Date
Stockholders of record at the close of business on MondayWednesday November 21, 2011,14, 2012, 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.  As of the close of business onOn the record date, there were 146,197,178157,447,178 outstanding shares of the Company’s common stock entitled to notice of and to vote at the annual and special meeting.  Holders of our common stock 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 stock 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.

 
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Proposals to be Considered by Shareholders
At the Meeting, we will ask holders of our common stock to consider and vote upon the following items:

(1)           Election of Directors
The election of the Company’s directors, namely J.A. Kirk McKinnon, Richard Schler, Craig Scherba, John Sanderson, Quentin Yarie, Peter Harder, Johann de Bruin and Craig Scherba.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 increase of the authorized capital stock of 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.

(3)           Approve the Amended and Restated 2006 Stock Option Plan
To approve an amendment, by Disinterested Shareholder Approval, as defined in this document,  to the Company’s Amended and Restated 2006 Stock Option Plan (the “ 2006 Plan”“Plan”) to increase the authorized number of options for common shares of the Company authorized to be issued to 27,000,00031,250,000 from 22,000,000.27,000,000.

(3)           Stock Option Re-pricing(4)           Approve an amendment to the Company’s Articles of Incorporation
To approve the re-pricing of various ofan amendment to the Company’s existing stock.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.

(4)(5)           Ratification of the appointment of an Independent Registered Public Accounting Firm
The ratification of the appointment of MSCM LLP, Chartered Accountants, as our independent registered public accounting firm for the fiscal year ending June 30, 2012.2013.
 
Votes Required By Shareholders
(1)           Election of Directors
The eight 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 Amended and Restated 2006 Stock Option Planincrease of the authorized capital stock of the Company
Approval of an amendmentincrease to the Company’s 2006 Planauthorized capital stock to increase the authorized number450,000,000 from 350,000,000, of options forwhich 440,000,000 will be deemed common shares ofand the Company authorizedremaining 10,000,000 will be deemed eligible to be issued to 27,000,000 from 22,000,000divisible 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 the proposal, and broker non-votes will have no effect on the vote on the proposal.against.

(3)           Approve the Amended and Restated Stock Option Re-pricingPlan
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 re-pricingCompany authorized to be issued to 31,250,000 from 27,000,000 will require the affirmative vote of variousa majority of the Company’s existing stock optionsvotes 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 the proposal, and broker non-votes will have no effect on the vote on the proposal.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 MSCM LLP, Chartered Accountants, as our independent registered public accounting firm for the fiscal year ending June 30, 2012,2013, 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.

 
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Voting of Proxies
Shares of our common stock 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 of the Company;
·FOR the election of persons put forth in this proxyapproval to serve as directorsincrease the authorized capital stock of the Company;
·FOR the approval of the amendment to the Company’s Amended and Restated 2006 Stock Option Plan that increases the number of options for common shares of the Company authorized to be issued;
·FOR the approval of the re-pricingamendment to the Company’s Articles of certain existing stock options;Incorporation prohibiting the Company from issuing, for consideration, promissory notes or promises to pay for services to be performed in the future as required by the TSX;
·FOR the ratification of the appointment of MSCM LLP, Chartered Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2012;2013; and
·with respect toregarding any other matter that may properly be brought before the Meeting in accordance with the judgment of the person or persons voting.  We do not expect that any matter other than the matters described in this proxy statement to be brought before the Meeting.

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:
·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;
·by timely delivery of a valid, later dated proxy; or
·  (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 being solicited on behalf of the Board will be borne by the Company.Board.  In addition to the use of the 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 Stockholders.to stockholders.   Stockholders should not send stock certificates with their proxy cards.

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.
 
 
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StockholdersWhen 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, not send stock certificatestherefore, 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, 2012 filed with their proxy cards.the SEC on September 24, 2012 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.

PROPOSAL 1 - ELECTION OF DIRECTORS
Nominees
OurThe Company’s Board currently consists of sixeight 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 November 12, 2011.1, 2012. 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 elected by 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.

NameAgePosition
J.A. Kirk McKinnon6869Chairman, Chief Executive Officer, Chairman and Director
Richard E. Schler5859Vice-President, Chief Financial OfficerExecutive Vice President and Director
Craig Scherba3940Vice President Exploration and Director
John Sanderson7677Vice Chairman and Director
V. Peter Harder5960Director
Quentin Yarie4647Director
Johann de Bruin42Director
Albert A. Thiess, Jr.65Director

If elected, these individuals will hold office until the next annual meeting of the Company’s stockholders or until there successors have been duly elected and qualified.  Unless otherwise specified, all proxies received will be voted in favor of the election of the nominees named below as directors of the Company.  Directors will be elected by a plurality of the votes cast.  Therefore each director who has more “for” votes than “against” votes will be elected to the Board.   The Board does not have a charter governing its nominating procedures, nor has it adopted a policy regarding the consideration of candidates to serve as directors.

The term of each of the current directors expires at the 2012 Annual Meeting or when his or his respective successor is duly elected and qualified or until his earlier resignation, removal or death.  The Company’s management has no reason to believe that any of the nominees will be unable or unwilling to serve as a director, if elected.  Should any of the nominees not remain a candidate for election at the date of the Meeting, proxies will be voted in favor of the nominees who remain candidates and may be voted for substitute nominees selected by the Board.  What follows is a brief summary of experience of all of the individuals nominated to serve as a director:

J.A. Kirk McKinnon (Brampton, Canada)
:  Mr. McKinnon has served as the Company’s Chairman and Chief Executive Officer since October 1, 2009 and a director since April 2006. Mr. McKinnon has 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-versedwell versed in business management and he has been very successful in raising funds in the capital markets. Mr. McKinnon’s qualifications to serve as a director of the Company include his over 25 years of senior management experience.

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Richard E. Schler, MBA (Toronto, Canada)
:  Mr. Schler has served as theour Company’s Executive Vice President since September 2012 and Chief Financial Officer since October 1, 2009 andas a director since April 2006.  Mr. Schler was the Company’s Vice President, Chief Operating Officer and Chief Financial Officer from February 2009August 2011 to September, 30, 20092012 and served as the Company’s Vice President and Chief Financial Officer from April 2006 to JanuarySeptember 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 also has over 25 years of experience in the manufacturing sector. Mr. Schler is very experienced in financial management and business operations. Together with Mr. McKinnon, they haveoperations and has been very successful in raising funds in the capital markets.
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Craig Scherba, P.Geol. (Oakville, Canada):  Mr. Schler’s qualifications to serveScherba 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 includefrom 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 many yearsexpertise includes supervising large Canadian and international exploration.  Mr. Scherba was an integral member of financial managementthe exploration team that developed Nevsun Resources’ high grade gold, copper and business operations experience.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 Vice Chairman of the Board of Directors of the Company since October 1, 2009 and a director of theour Company since January 2009. Mr. Sanderson was Chairman of the Board of Directors of the Company from January 2009 to September 2009. Mr. Sanderson is a mediator, arbitrator, consultant and lawyer called to the Barbar in the Canadian Provinces of Ontario and British Columbia. Mr. Sanderson’s qualifications to serve as a director of the Company 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.
 
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V. Peter Harder, LL.D, M.A., B.A. (Hons) (Manotick, Canada)
:  Mr. Harder has served as a director of the Company since July 2, 2009. He is a Senior Policy Advisor to Fraser Milner Casgrain, LLP (“FMC”), a Canadian national law firm.  Prior to joining FMC, 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 served as Co-Chair of the Canada China Strategic Working Group.

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 Pinetree Capital LimitedMagna International Inc. (TSX: PNP)MG, NYSE: MGA).  Mr. Harder is also a member of a Board of Governors of the University of Ottawa, The United Church Foundation and other charitable organizations.

Mr. Harder was appointed a Trudeau Foundation Mentor for 2009-2010. He also serves as the Chair of the National Arts Centre’s Governance, Nominating, and Ethics Committee.  In 2008, PeterMr. Harder was elected the President of the Canada China Business Council (CCBC). He is also a member of the International Institute for Strategic Studies (IISS).  Mr. Harder’s qualifications to serve as a director of the Company include his many years of experience as a director and senior policy advisor.

Craig Scherba, P.Geol. (Oakville, Canada)
Mr. Scherba was appointed Vice President, Exploration and a director of the Company on January 1, 2010.  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 geologist 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. Mr. Scherba served as the Company's Country and Exploration Manager for the Green Giant Project in Madagascar during its initial exploration stage. Mr. Scherba’s qualifications to serve as a director of the Company include his many years of senior management experience in the mining industry.

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Quentin Yarie, P.Geol. (Toronto, Canada)
:  Mr. Yarie has served as a director of theour Company since 2008. Mr. Yarie is an experienced geophysicist and a successful entrepreneur.  He hasentrepreneur with over 20 years of experience in the mining and environmental/engineering sectors.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 a consultant and Senior Vice President Exploration for MacDonald Mines Exploration Ltd, Red Pine Exploration Inc. and Honey Badger Exploration Inc.Inc all listed on the TSX-Venture Exchange headquartered in Toronto, Canada.  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, Mr. Yariehe was a partner of a specialized environmental and engineering consulting group where he managed a number of large projects including the ESA of 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. Yarie’s qualificationsde Bruin, Pr. Eng, was appointed a Director during February 2012.  Mr. de Bruin is a Director of DRA with a 15-year track record of bringing numerous greenfield mining projects throughout Africa to servefeasibility.  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 directorDirector 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 Company include his several yearsDetroit, Michigan and Los Angeles, California offices.  He also was elected to the Governing Council of senior management experience inCoopers & Lybrand.  Following the mining industry.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.

Corporate Governance
The Company’s Board of Directors (the “Board”) has established four committees: the Audit Committee, capital projects committee, disclosure committee and a special advisory 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 small size of the Board and the Company’s limited operations,Company, the Board has determined that it is not currently appropriate for such committees to be established.  The following directors were independent under the independence standards of NYSE Amex during the past fiscal year:  Quentin Yarie, Peter Harder and John Sanderson. Given the size of the Company, the only formal committee in place is the  Audit Committee.

Audit Committee
The following directors serve on the Audit Committee, all of whom are independent:independent as per the independence standards of the NYSE Amex:  John Sanderson, Peter Harder and Quentin Yarie.  The Audit Committee assists our Board  in its oversight of the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements, including (i) the quality and integrity of the Company’s financial statements, (ii)  the Company’s compliance with legal and regulatory requirements, (iii) the independent auditors’ qualifications and independence and (iv) the performance of the Company’s internal audit functions and independent auditors, as well as other matters which may come before it as directed by the board of directors.Board.  Further, the Audit Committee,audit committee, to the extent it deems necessary or appropriate, among its several other responsibilities, shall:
Be responsible for the appointment, compensation, retention, termination and oversight of the work of any independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company;
Discuss the annual audited financial statements and the quarterly unaudited financial statements with management and the independent auditor prior to their filing with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q;
Review with the Company’s financial management on a periodic basis (a) issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and (b) the effect of any regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company;
Monitor the Company’s policies for compliance with federal, state, local and foreign laws and regulations and the Company’s policies on corporate conduct;
Maintain open, continuing and direct communication between the Board, the audit committee and both the Company’s independent auditors and its internal auditors; and
Monitor our compliance with legal and regulatory requirements, with the authority to initiate any special investigations of conflicts of interest, and compliance with federal, state and local laws and regulations, including the Foreign Corrupt Practices Act.

8
·  be responsible for the appointment, compensation, retention, termination and oversight of the work of any independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company;
·  discuss the annual audited financial statements and the quarterly unaudited financial statements with management and the independent auditor prior to their filing with the SEC;
·  periodically review with management (a) issues regarding accounting principles and financial statement presentations, including significant changes in the Company’s selection or application of accounting principles, and (b) the effect of any regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company;
·  monitor the Company’s policies for compliance with federal, state, local and foreign laws and regulations and the Company’s policies on corporate conduct;
·  maintain open, continuing and direct communication between the Board, the committee and both the company’s independent auditors and its internal auditors; and
·monitor our compliance with legal and regulatory requirements, with the authority to initiate any special investigations of conflicts of interest, and compliance with federal, state and local laws and regulations, including, but not limited to, the Foreign Corrupt Practices Act.
 
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 and auditors 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,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:
·Strategic Planning Process: given the Company's size, the strategic plan is elaborated directly by Management,management, with input from and assistance of the Board;
·Managing Risk: the Board directly oversees most aspects of the business of the Company and thus, does not require  the elaboration of “systems”elaborate systems or the creation ofnumerous committees other than the Audit Committee, Capital Projects Committee, Disclosure Policy Committee and Special Advisory Committee of the Board, to effectively monitor and manage the principal risks of all aspects of the business of the Company;
·Appointing, Training, and Monitoring Senior Management: no elaborate system of selection, training and assessment of Management has been established, given the operations and size of the Company; however, the Board closely monitors Management's performance, which is measured against the overall strategic plan, through reports by and regular meetings with Management;management;
·Communication Policy: it is and has always been the unwritten policy of the Board to communicate effectively with its shareholders, other stakeholders, and the public generally through statutory filings and mailings, as well as news releases; the shareholders are also given an opportunity to make comments or suggestions at shareholder meetings; these comments and suggestions are then factored into the Board's decisions; and
·Ensuring the integrity of the Company's Internal Control and Management Information System:  given the involvement of the Board in operations, the reports from and the meetings with Management,management, the Board can effectively track and monitor the implementation of approved strategies.

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 and Chief Executive Officer, the President, the Executive Vice President, andthe Senior Vice President & Chief Financial Officer and the Senior Vice President of BusinessCorporate Development. The majority of the Committee must physically sign off onapprove 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 consultantsemployees 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, ("MD&A") and written statements made in the Company's annual and interim reports, news releases, letters to shareholders, presentations by senior management, and information contained 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, with the media as well as speeches and press conferences and conference calls.conferences.
 
9
 
The Board of Directors RelationsRelationship with Management
The Chairman and Chief Executive Officer, the President and the Executive Vice President & Chief Financial Officer 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 Managementmanagement and the Board, inside and outside Board meetings, ensures that the Board is informed and the Board members' experience utilized when needed by Management.management.  The Board remains cognizant to corporate governance issues and seeks to set up the necessary structures to ensure the effective discharge of its responsibilities without creating additional overhead costs or reducing the return on shareholders' equity.costs.   The Board remainsis committed to ensuring the Company’s long-term viability, of the Company, as well asand 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 with responsibility for the appointmentwho appoints and assessmentassesses of directors.  The Board believes that this is a practical approach at this stage of the Company’s development.  While thereThere are no specific criteria for Board membership, themembership.  The Company attemptsseeks to attract and maintain directors with business expertise, and in particular, knowledge of mineral exploration and development, geology, corporate law and finance.  Nominations tend to be the result of recruitment efforts by management and individual 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, the 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 of the individual directors,director, in order to determine whether each is functioning effectively.  If prudent, changes are made.

Capital Projects Committee
Given the status of the Company’s Green Giant Project in Madagascar, duringDuring October 2010, a Capital Projects Committee was formed to focus on this key area which includes country infrastructure and potential synergies with Asia-Thai’s Sakoa Coal Field Project.advance the Company’s project in Madagascar.  Currently, Mr. Schler (Chairperson), Mr. Thiess, Mr. Scherba and Mr. ScherbaPeter Liabotis are members of this committee.    The Company is looking to add a person to the Committee with expertise in mine construction and development.

Special Advisory Committee
The Company has established a special advisory committee to oversee its Green Giant project in Madagascar.  The Special Advisory Committee consists of Mr. Brian Tobin, P.C., ICD.D., Mr. Peter Harder, LL.D, M.A., B.A. (Hons), Anthony G. Toldo, Robin Borley and Marc Hein LL.D (Hons).LL.D.  The purpose of this committee is to assist the Company in securing financing and strategic partners for the development of the Green Giant projectMadagascar 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 consultants,employees, including its principal executive officers, principal financial officer, principal accounting officer, controller or persons performing similar functions.  The Financial Code of EthicsBusiness Conduct was filed as Exhibit 14.1 to our Annual Report on Form 10-KSB10-QSB for the year ended June 30, 2006,2004 as filed on October 12, 2006 with the Securities and Exchange Commission.May 19, 2004.

Meetings of the Board and Committees
The Board and the Audit Committee each met either in person or by telephone five times induring the 20112012 fiscal year.  The Audit Committee met four times in the 2011 fiscal year.  Each incumbent director attended all the meetings of the Board, and each incumbent member of the Audit Committee member attended all meetings of that committee.

10

Compensation of Executives
Summary Compensation
10
The following table below sets forth certain summary information concerning the compensation paid or accrued during each of our last twothree completed fiscal years to our principal executive officer and twofour other most highly compensated executive officers who received compensation in excess ofover $100,000 for the fiscal year ended June 30, 20112012 (collectively, the “Named Executive Officers”):

 Annual CompensationLong Term Compensation
    AwardsPayouts
Name and Principal Position
Fiscal Year
 
Salary
($)
Bonus
($)
Other Annual Compensation
($)
Restricted Stock Award(s)Securities Underlying Options/ SARs (#)LTIP Payouts
All Other Compensation
($) NOTE 1
J.A. Kirk McKinnon, CEO and Director2012
248,207 (5)
----------
739,062 (1)
2011
261,810 (1)(4)
------------
2010
134,178 (4)(3)
--
80,750 (2)
------
512,469 (6)(1)
         
Richard E. Schler, Executive Vice-President, Past CFO ,  and Director2012
201,407 (5)
----------
557,033 (1)
2011
189,490 (1)(4)
------------
2010
129,953 (4)(3)
--
76,500 (2)
------
488,218 (6)(1)
Craig Scherba, President, COO and Director2012
105,214 (5)
----------
260,035 (1)
2011
71,048 (4)
------------
2010----------
83,325 (1)
         
Julie Lee Harrs, FormerBrent Nykoliation
Sr. Vice President COO and Director – Corporate Development
2012
(2)162,085 (5)
----------
 275,345 (1)
2011
202,126 99,488(1) (4)
------------
2010
93,25242,231 (3)
--
$34,000 (2)
------
138,715 (1)
Peter D. Liabotis
Sr. Vice President – Chief Financial Officer
2012
168,764 (5)
--
--------
247,975 (1)
2011
340,00067,309 (3)(4)
--
--
--
------
2010----------
429,698 83,325(6) (1)
(1)       Consulting fees paid and accrued for the fiscal year ended June 30, 2011.
(1)The values in the “All Other Compensation” 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 by 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 and expire, the cash value or benefit to the above noted individuals is $nil.
(2)            Shares valued at $0.17 per share based on quoted market price issued to these individuals and/or to companies controlled by them.
(3)            Shares valued at $0.68 per share based on quoted market price.Consulting fees paid and accrued for the fiscal year ended June 30, 2010.
(4)            Consulting fees paid and accrued for the fiscal year ended June 30, 2010.2011.
(5)            ConsultingSalary and/or consulting fees paid and accrued for 11 months tothe fiscal year ended June 30, 2010.2012.

(6)       Stock options valued between $0.35
11

Employment Agreements
The Company does not have an employment agreement or consulting agreement with Messrs. McKinnon, Schler, Scherba, Liabotis or Nykoliation.  Each receive 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 $0.40 per option, using the Black-Scholes option pricing model.month depending on various factors.

Options and Stock Appreciation Rights Grants
Outstanding stock options granted to NEO’s and Directors as at June 30, 2012 are as follows:

NameOption Awards
No. of Securities Underlying Unexercised
Options Exercisable (#)
No. of Securities Underlying
Unexercised Options
Unexercisable (#)
Option Exercise Price ($)
Option Expiration Date
J.A. Kirk McKinnon, NEO
975,000
225,000
1,150,000
675,000
575,000
650,000
1,420,000
--
0.15
0.352
0.395
0.30
0.20
0.21
0.28
July 11, 2012
Sept 2, 2013
May 11, 2016
July 1, 2016
Oct 24, 2016
Dec 1, 2016
March 7, 2017
Richard E. Schler, NEO
875,000
200,000
1,100,000
600,000
225,000
200,000
1,340,000
--
0.15
0.352
0.395
0.30
0.20
0.21
0.28
July 11, 2012
Sept 2, 2013
May 11, 2016
July 1, 2016
Oct 24, 2016
Dec 1, 2016
March 7, 2017
Craig Scherba, NEO
250,000
350,000
200,000
200,000
400,000
--
0.395
0.30
0.20
0.21
0.28
May 11, 2016
July 1, 2016
Oct 24, 2016
Dec 1, 2016
March 7, 2017
Brent Nykoliation, NEO
75,000
400,000
450,000
200,000
200,000
350,000
--
0.352
0.395
0.30
0.20
0.21
0.28
Sept 2, 2013
May 11, 2016
July 1, 2016
Oct 24, 2016
Dec 1, 2016
March 7, 2017
Peter D. Liabotis, NEO
250,000
350,000
200,000
200,000
350,000
--
0.395
0.30
0.20
0.21
0.28
May 11, 2016
July 1, 2016
Oct 24, 2016
Dec 1, 2016
March 7, 2017

Long-Term Incentive Plan Awards Table
There are currently no Long-Term Incentive Plans in place.

Consulting Agreements
Currently, the Company does not have consulting agreements with Messrs. McKinnon and Schler.  However, the Company has agreed to pay them a monthly stipend.  Mr. McKinnon and Mr. Schler receive approximately CAD$15,000 per month, although the compensation varies from month to month depending on various factors.   In consultation with legal counsel, the Company intends to execute consulting arrangements with all key personnel in the near future and will publish such consulting agreements pursuant to the requirements of, and within the time frame required by, the Securities Exchange Act of 1934, as amended.

11

Options and Stock Appreciation Rights Grants
Outstanding stock options granted to Named Executive Officers and Directors asplace at June 30, 2011 are as follows:

Outstanding Equity Awards at Fiscal Year-End
 Option AwardsStock Awards
 
 
 
 
 
 
 
 
 
 
 
 
Name
 
 
 
 
 
 
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
 
 
 
 
 

Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
 
 
Equity
Incentive
Plan
Awards: 
 Number of
Securities
Underlying Unexercised
Unearned
Options
(#)
 
 
 
 
 
 
 
 
 
Option
Exercise
Price
($)
 
 
 
 
 
 
 
 
 
 
Option
Expiration
Date
 
 
 
 
 
Number
of Shares
or Units
of Stock
that have
not
Vested
(#)
 
 
 

Market
Value of
Shares
or Units
of Stock
that have
not
Vested
($)
Equity
Incentive
Plan
Awards: 
 Number of
Unearned
Shares,
Units or
Other
Rights that
have not
Vested
(#)
Equity
Incentive
Plan
Awards:  
Number of
Unearned
Shares,
Units or
Other
Rights that
have not
Vested
($)
J.A. Kirk McKinnon, NEO
280,000
425,000
720,000
975,000
225,000
1,150,000
----
0.15
0.15
0.15
0.15
0.352
0.395
July 28, 2011
Nov. 26, 2011
March 4, 2012
July 11, 2012
Sep 2, 2013
May 11, 2014
--------
 
Richard E. Schler, NEO
 
 
690,000
875,000
200,000
1,100,000
----
 
0.15
0.15
0.352
0.395
 
March 4, 2012
July 11, 2012
Sep 2, 2013
May 11, 2014
--------
 
Julie Lee Harrs (former  NEO)
 
1,100,000
----
 
0.395
 
May 11, 2014
--------

The following options were cancelled during the 2011 fiscal year for the above noted Named Executive Officers and former NEO:  Kirk McKinnon 125,000, Richard Schler 125,000 and Julie Lee Harrs 125,000.  These stock options were due to expire on October 27, 2013 at an exercise price of $0.572.this time.

Aggregated Option Exercises and Fiscal Year-End Option Values
On March 9, 2006, the Company filed a Form S-8 Registration Statementregistration statement in connection with its newly adopted 2006 Stock Option Plan (the “2006 Plan”“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. On December 18, 2006, February 16, 2007, July 11, 2007, December 8,September 29, 2009, May 3, 2011 and December 16, 2010,March 1, 2012, the 2006 Plan was amended to increase the stock option pool by a total of 20,000,00025,000,000 additional common shares to an aggregate total of 22,000,000.  Further on June 29, 2010, an S-8 Registration Statement was filed in connection with the registration of the common shares underlying the granting of options.shares.  The following table summarizes the continuity of the Company’s stock options:

 
Number of
Shares
Weighted average
exercise price ($)
Outstanding, June 30, 20097,630,000 0.15
Granted8,505,000 0.40
Exercised(2,000,000) 0.15
Expired / Cancelled(515,000) 0.42
Outstanding June 30, 201013,620,000 0.30
Granted1,100,000 0.25
Expired / Cancelled(590,000) 0.57
Outstanding, June 30, 201114,130,000 0.29
 
 
12
 
 
Number of
Shares
Weighted average exercise price ($)
Outstanding, June 30, 201013,620,0000.30
Granted1,100,0000.25
Cancelled(590,000)0.57
Outstanding June 30, 201114,130,0000.29
Granted15,845,0000.27
Exercised(510,000)0.15
Expired(2,475,000)0.15
Cancelled(3,300,000)0.31
Outstanding, June 30, 201223,690,0000.29

Additional information regarding stock options outstanding as at June 30, 20112012 is as follows:follows:
Exercise price
OutstandingExercisableOutstandingExercisable
Number of sharesWeighted average
remaining life (years)		Weighted average
exercise price		Number of
shares		Weighted average
exercise price
(US$)		Number of sharesWeighted average remaining life (years)Weighted average exercise priceNumber of sharesWeighted average exercise price
$0.15365,0000.08$0.15365,000$0.152,395,0000.03$0.152,395,000$0.15
$0.15650,0000.41$0.15650,000$0.15
$0.151,920,0000.68$0.151,920,000$0.15
$0.152,695,0001.03$0.152,695,000$0.15
$0.35750,0002.18$0.35750,000$0.35750,0001.18$0.35750,000$0.35
$0.406,650,0002.87$0.406,650,000$0.405,350,0001.86$0.405,350,000$0.40
$0.251,100,0003.31$0.251,100,0000.25
$0.304,525,0004.01$0.304,525,000$0.30
$0.201,850,0004.32$0.201,850,000$0.20
$0.212,365,0004.42$0.212,365,000$0.21
$0.286,275,0004.69$0.286,275,000$0.28
$0.23180,0004.90$0.23180,000$0.23
Total/Average14,130,0002.11$0.2814,130,000$0.2823,690,0003.31$0.2923,690,000$0.29

The following are changes in the number of stock options outstanding subsequent to the Company’s June 30, 20112012 year end, and as of the date of this Proxy Statement:
·During early July, 2012, 700,000 stock options which were due to expire on July 11, 2012 were exercised.  The remaining 1,695,000 stock options expired.
·  On July 1, 2011, 5,175,00013, 2012, 1,695,000 stock options were issued at an exercise price of US $0.30US$0.29 for a term of fivefour years.
·On July 29, 2011, 365,000 stock options expired originally granted at an exercise price of US $0.15.
·On October 24, 2011, 1,850,000 stock options were issued at an exercise price of US $0.20 for a term of five years.
·A total of 1,600,000 stock options have been cancelled.  Of this total, 200,000 stock options had an exercise price of US $0.15, 300,000 stock options had an exercise price of US $0.395 and 1,100,000 stock options had an exercise price of US $0.25.
As a result of these transactions, 19,190,00022,990,000 stock options were outstanding as of the date of this Proxy Statement.

Compensation of Directors
Directors who are also Named Executive Officers or officers of the Company are remunerated for their services rendered as officers of the Company. Directors who are not also officers of the Company or do not otherwise provide services to the Company receive only stock based compensation in the form of common shares and stock options for their services as directors of the Company. Appended in the table below are compensation awards to Directors other than Named Executive Officers for the fiscal year ended June 30, 2011. The Company also reimburses non-employee directors for expenses incurred in connection with their service on our Board. No additional amounts are payable to our directors for committee participation or special assignments. The compensation paid to directors who provide services to the Company in other capacities has been previously reported under “Summary of 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, 2011.2012.
NameFees Earned or Paid in Cash ($)Stock Awards ($)
Option Awards (1)
($)
Non-Equity Incentive Plan Compensation ($)Nonqualified Deferred Compensation Earnings ($)All other Comp-ensation ($)
Total (1)
($)
John Sanderson, Director----
74,898 (1)
------
74,898 (1)
Quentin Yarie, Director----
187,535 (1)
------
187,535 (1)
Peter Harder, Director----
101,485 (1)
------
101,485 (1)
Johann de Bruin, Director----
48,240 (1)
------
48,240 (1)
Albert A. Thiess, Jr, Director----
35,982 (1)
------
35,982 (1)
 (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 by 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 and expire, the cash value or benefit to the above noted individuals is $nil.
 
13
 
NameFees Earned or Paid in Cash  ($)
Stock Awards
($)
Option Awards
($)
Non-Equity Incentive Plan Compensation
($)
Nonqualified Deferred Compensation Earnings ($)
All other Compensation
($)
 
 
 
Total
($)
Craig Scherba, Director71,048----------71,048
John Sanderson, Director--------------
Quentin Yarie, Director--------------
Peter Harder, Director--------------
Richard Quesnel, (former Director)  (1)
----231,800------231,800

(1) Richard Quesnel was appointed as a director of the Company on October 21, 2011 and resigned on April 18, 2011.  As incentive for becoming a director, the Company awarded him 1,100,000.  The Black-Scholes value of these stock options was calculated to be $231,800.  These stock options were subsequently cancelled.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information regarding beneficial ownership of our capital stockcommon shares as of October 28, 2011:November 1, 2012, by: (i) each person who is known by the Company to own beneficially more than 5% of our common 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 224,056,873, will be used as the denominator for the percentage calculation below.
Name and Address of Beneficial OwnerNumber of Common Shares Beneficially Owned
Percentage of Outstanding Common Shares Beneficially Owned(1)
Consolidated Thompson Iron Mines Limited
1155 Université Street, Suite 508
Montréal, Québec H3B 2A7
13,333,3346.36%
Dundee Corporation
1 Adelaide Street East, Suite 2800
Toronto, Ontario M5C 2V9
11,896,4505.67%
J.A. Kirk McKinnon, Chairman, CEO & Director
46 Ferndale Crescent
Brampton, Ontario, Canada L6W 1E9(2)(9)
9,850,0004.70%
Richard E. Schler, Vice President, CFO & Director
80 Greybeaver Trail,
Toronto, Ontario, Canada M1C 4N5(3)(9)
7,990,0003.81%
John Sanderson, Director
1721 – 27th Street
West Vancouver, BC, Canada, V7H 4K9(5) (8) (9)
 
 
625,000
 
 
0.30%
Quentin Yarie, Director
520 – 141 Adelaide Street West
Toronto, Ontario, Canada M5H 3L5(5) (8) (9)
925,0000.44%
Peter Harder, Director
5538 Pattapiece Crescent
Manotick, Ontario K4M 1C5(6) (8) (9)
975,0000.46%
Craig Scherba, Director
1480 Willowdown Road,
Oakville, ON L6L 1X3(7)(9)
800,0000.38%
All directors and executive officers as a group
(6 persons) (9)
21,165,00010.09%
Sources include: https://www.sedi.ca
Name and Address of Beneficial Owner
Number of Common Share
s Beneficially Owned
Percentage of Outstanding
Common Shares Beneficially Owned(1)
Consolidated Thompson Iron Mines Limited
1155 University Street, Suite 508
Montréal, Québec, Canada
13,333,3346.37%
Dundee Corporation
1 Adelaide Street East, Suite 2800
Toronto, Ontario, Canada
11,896,4505.69%
J.A. Kirk McKinnon, Chairman, CEO & Director
46 Ferndale Crescent
Brampton, Ontario, Canada (2) (13)
10,457,0004.67%
Richard E. Schler, Executive Vice President & Director
80 Greybeaver Trail
Toronto, Ontario, Canada (3) (13)
9,100,0004.06%
John Sanderson, Director
1721 – 27th Street
West Vancouver, BC, Canada (4) (10) (13)
 
 
825,000
 
 
0.37%
Quentin Yarie, Director
196 McAllister Road
North York, Ontario (5) (10) (13)
1,425,0000.64%
Peter Harder, Director
5538 Pattapiece Crescent
Manotick, Ontario, Canada (6) (10) (13)
1,000,0000.44%
Craig Scherba, President & Director
1480 Willowdown Road,
Oakville, Ontario, Canada (7) (13)
1,400,0000.62%
Johann de Bruin, Director
1283 Dunwoodie Ave
Pretoria, South Africa (8) (13)
200,0000.09%
Albert A. Thiess, Jr., Director
8 Lawson’s Pond Court
Bluffton, SC, USA (9) (13)
280,0000.12%
Peter D. Liabotis, SVP and CFO
2261 Rockingham Drive,
Oakville, Ontario, Canada (11) (13)
1,481,0000.66%
Brent Nykoliation, SVP
161 Fallingbrook Road
Toronto, Ontario, Canada (12) (13)
2,350,0001.05%
All directors and executive officers as a group
(10 persons) (12)
28,518,00012.72%

14
Sources – www.sedi.ca, U.S. regulatory filings and the Company’s registered shareholder list.
 
(1) Denominator used for calculation is 209,702,873.224,056,873.  Based on total issued and outstanding common shares of 146,197,178157,447,178 plus warrants outstanding and convertible into 44,315,695 shares of 43,619,695 plus common stock pluspurchase common stock purchase options outstanding and convertible into 19,190,000 shares of common stock22,990,000 as of November 7, 2011.1, 2012.
(2) Includes warrants convertible into 1,000,000 common shares  and 3,700,000 common sharesTotals include items held inby “Badger Resources Inc.”, a related company. Thesecompany 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 350,0005,370,000 common shares and stock options  convertible into 4,225,000purchase common shares held directlystock purchase options exercisable between $0.15 to $0.57$0.40 per share with expiry dates between July 28, 2011 and July 1, 2016.11, 2012 to March 7, 2017.
(3) Includes warrants convertible into 900,000 common shares and 3,600,000 common sharesTotals include items held inby “Sarmat Resources Inc.”, a related company. Thesecompany, plus certain family members.  Includes 900,000 warrants 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 options convertible into 3,265,000purchase common shares  held directlystock purchase options exercisable between $0.15 to $0.57$0.40 per share with expiry dates between March 4,July 11, 2012 to July 1, 2016.March 7, 2017.
(4) Includes 325,000250,000 common shares and 575,000 common stock options convertible into 275,000purchase common sharesstock purchase options exercisable between $0.30$0.20 to $0.57$0.35 per share with expiry dates between September 2, 2013 to July 1, 2016.March 7, 2017.
(5) Includes 325,000 common shares and 1,100,000 common stock options convertible into 550,000purchase common sharesstock purchase options exercisable between $0.30$0.20 to $0.57$0.35 per share with expiry dates between September 2, 2013 to July 1, 2016.March 7, 2017.
(6) Includes warrants convertible into 125,000  common shares, 325,000 common shares and 675,000 common stock purchase common stock purchase options convertible into 475,000exercisable between $0.20 to $0.40 per share with expiry dates between May 11, 2016 and March 7, 2017.
(7) Appointed President and Chief Operating Officer on September 19, 2012.  Includes 1,400,000 common stock purchase common stock purchase options exercisable between $0.20 to $0.40 per share with expiry dates between May 11, 2016 to March 7, 2017.
(8) Includes 200,000 common stock purchase common stock purchase options exercisable at $0.28 per share with a expiry date of March 7, 2017.
 (9) Includes 100,000 common shares and 180,000 common stock purchase common stock purchase options exercisable at $0.23 per share with a 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 stock purchase options exercisable between $0.30$0.20 to $0.57$0.35 per share with expiry dates between May 11, 2016 to March 7, 2017.
(12) Includes 675,000 common shares and 1,675,000 common stock purchase common stock purchase options exercisable between $0.20 to $0.35 per share with expiry dates between September 2, 2013 to July 1, 2016.March 7, 2017.
(7) Includes stock options convertible into 600,000 common shares exercisable between $0.30 to $0.57 per share with expiry dates between May 11, 2014 to July 1, 2016.
(8) Members of the Audit Committee.
(9)(13) Parties whose shareholdings are a part of the total of “All directors and executive officers as a group (6(10 persons)”.(9) Included in the total for “all directors and executive officers as a group” noted above.

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 has had any material interest, direct or indirect, in any material transaction involving the Company within the fiscal year ended June 30, 2011.2012.

Equity Compensation Plan Information
The following table sets forth certain information as of June 30, 20112012 for (i) all compensation plans previously approved by the Company's security holders and (ii) all compensation plans not previously approved by the Company's security holders.

Plan CategoryNumber of securities to be issued upon exercise of outstanding options, and warrantsWeighted-average exercise price of outstanding options and warrantsNumber of securities remaining available for future under equity compensation plans (excluding securities reflected in column (a)
Equity compensation plans approved by security holders------
Equity compensation plans not approved by security holders7,630,000$0.155,080,000

Options reported below were issued under the Company's Plan. On April 21, 2009, the Company re-priced the 7,630,000 outstanding stock options by amending the exercise price ranging between $0.55 to $0.85 per share to $0.15 per share.  All options reported above were issued under the Company's amended 2006 Stock Option Plan.

Plan CategoryNumber of securities to be issued upon exercise of outstanding options, and warrantsWeighted-average exercise price of outstanding options and warrantsNumber of securities remaining available for future under equity compensation plans (excluding securities reflected in column (a)
Equity compensation plans approved by security holders------
Equity compensation plans not approved by security holders7,630,000$0.155,080,000
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Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s executive officers, directors and persons who own more than 10% of a registered class of the Company’s equity securities to file certain reports with the Securities and Exchange Commission  regarding ownership of, and transactions in, the Company’s securities.  Such officers, directors and 10% shareholders are also required by the  Securities and Exchange Commission to furnish the Company with all Section 16(a) forms that they filed.

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 Securities and Exchange CommissionSEC 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 Securities and Exchange CommissionSEC 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, 2011, beneficial owners and executives complied with Section 16(a) filing requirements applicable to them.

Based solely on a 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, 2011,2012, beneficial owners and executives complied with Section 16(a) filing requirements applicable to them.
 
 
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PROPOSAL 2
APPROVAL TO INCREASE THE AUTHORIZED CAPITAL STOCK OF THE COMPANY
To approve an increase of 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 increase is being requested in order to allow 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.

Recommendation of the Board of Directors
The Board recommends a vote FOR the change of the Company’s capital stock to 450,000,000 from 350,000,000.


PROPOSAL 3 - APPROVAL OF AMENDMENTS TO THE 2006 AMENDED AND RESTATED STOCK OPTION PLAN
The following is a brief summary of the Amended and Restated 2006 Stock Option Plan (“Plan”). Shareholders are encouraged to review the entire Plan at the following address – http://www.energizerresources.com/investors/agm-data.html  ("2006 Plan"):
·The purpose of the 2006 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 including key employees, consultants, independent contractors, Officers and Directors, and upon whose efforts and judgment the success of the Company and its Subsidiaries is largely dependent.
·Eligibility of the Plan includes key employees, consultants, independent contractors, Officers and Directors.
·  The Board currently administers the 2006 Plan.
·There are currently 19,190,000 outstanding22,990,000 stock options (representing approximately 13%outstanding, representing 14.6% of the non-diluted, currently issued and outstanding common shares of the Company).Company.  If this resolution is passed, excluding stock options previously exercised and not allowed to be reissued, 17.3% of the non-diluted currently issued and outstanding common shares of the Company would be eligible for issue under the Plan.
·Currently 27,000,000 stock options, including previously exercised stock options, are eligible for issue under the Plan. 31,250,000 are proposed to be eligible for issue under this resolution.  This represents 17.1% and 19.8% of the non-diluted currently issued and outstanding common shares of the Company.
·  Since the inception of the Plan, a total of 4,000,000 stock options have been exercised.  This represents 2.5% of the non-diluted, currently issued and outstanding common shares of the Company.
·  The Board, by resolution, will designate an exercise price for stock options as the prior day closing price on a stock exchange to which the Company’s shares trade.  To date, the Company has solely used the prior day U.S. dollar closing price as quoted on the OTCQB: Bulletin Board. The exercise price of stock options in no event shall be less than the Fair Market Value, as defined by TSX policies, of the Company’s shares underlying such option, on the date such option is granted.
·Notwithstanding the amendment provisions included in the 2006 Plan, the following may not be amended without approval of security holders:  (a) a reduction in the exercise price or purchase price benefiting an Insider of the issuer; (b) an extension of the term benefiting an insider of the issuer;  (c) any amendment to remove or to exceed the insider participation limit; (d) an increase to the maximum number of securities issuable, either as a fixed number or a fixed percentage of the listed issuer's outstanding capital represented by such securities; and (e) amendments to an amending provision within a security based compensation arrangement.
·Subject to the policies of the TSX, the Board may amend the 2006 Plan or any option without the consent or approval of the stockholders of the Company.  This includes but is not limited to amendments: (a) of a housekeeping or administrative nature; (b) changes to vesting provisions; (c) changes to the termination provisions or terminating an option; (d) changes to terms and conditions of options not held by Insiders of the Company; (e) anti-dilution adjustments provided; and (f) amendments necessary to comply with applicable laws or regulatory requirements.
·Stock options may be issued for a period of up to 10 years.
·Stock options shall vest in accordance to the vesting schedule determined by the Board.
·Stock options are non-transferrable.
·Holders of stock options who cease to be associated with the Company without cause will retain their stock options, at the Board’s discretion, for up to one year.
·The Board may grant stock appreciation rights in tandem with options that have been or are granted under the 2006 Plan. A stock appreciation right shall entitle the holder to receive in cash, with respect to each share as to which the right is exercised, payment in an amount equal to the excess of the share’s fair market value on the date the right is exercised over its fair market value on the date the right was grantedgranted.  To date no stock appreciation rights have been granted.

Shareholders are encouraged to review the 2006 Plan in its entirety, which can be found at the following address – http://www.energizerresources.com/index.php?option=com_content&view=article&id=455&Itemid=196

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In order to conformconfirm with TSX requirements,and US tax regulations, certain itemssections within the Plan have been revised within the 2006 Planmodified since the Company’s listing on the TSX.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.TSX as they relate to stock option plans.

The following definitions are for purposes of this proposal and proposal three:proposal:
“Disinterested Shareholder Approval��Approval” means approval of a majority of the votes cast by all Shareholders in person or by proxy at the Meeting, excluding votes attachingattached 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.
17

Disinterested Shareholders are asked to grant Disinterested Shareholder Approval of the Option Re-pricingapprove by passing the following ordinary resolution:

“RESOLVED BY ORDINARY RESOLUTION: to approve an amendment to the Company’s 2006 Plan to increase the authorized number of options for common shares of the Company authorized to be issued to 27,000,00031,250,000 from 22,000,000”27,000,000”.

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 for this resolution will be ˜ (to(to be determined on the record date) which represents ˜% (to be determined on the record date)of the non-diluted, currently, issued and outstanding common shares 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 2006 Stock Option Plan that increases the number of options for common shares eligible for issue to 27,000,00031,250,000 from 22,000,000.27,000,000.
 
PROPOSAL 3 - APPROVAL4 – AMENDMENT TO THE ARTICLES OF THE RE-PRICING OF CERTAININCORPORATION TO COMPLY WITH TORONTO STOCK OPTIONSEXCHANGE
The Board has previously considered and approved
Shareholders are asked to approve the re-pricing of stock options issuedfollowing ordinary resolution in order to various directors, officers, or consultants of the Company, subject to shareholder approval (“Option Re-pricing”). These stock options have an exercise price between US$0.30 and US$0.395 per share. They were originally granted in lieu of other forms of compensation.  The Board is proposing that the revised exercise price of the existing stock options be based on the five day volume weighted average price on the OTCQB: Bulletin Board based on the day before the Board of Directors approve, by resolution, the stock Option Re-pricing.  The Board is required to and will provide notice to thecomply with TSX with respect to the Option Re-pricing subject to ratification by disinterested shareholders.policies:

By resolution(s) of the Board, the Company is authorized, subject to regulatory and disinterested shareholder approval, to re-price the following stock options as granted under the 2006 Plan as follows:

Name of Option holder

Number of Options
Exercise Price (US$)
Revised Exercise Price (US$)

Exercise Period
Kirk McKinnon2,050,000$0.30 to $0.395Note 1September 2, 2013 to July 1, 2016
Richard Schler1,900,000$0.30 to $0.395Note 1September 2, 2013 to July 1, 2016
Quentin Yarie600,000$0.30 to $0.395Note 1September 2, 2013 to July 1, 2016
Peter Harder475,000$0.30 to $0.395Note 1May 11, 2014 to July 1, 2016
John Sanderson375,000$0.30 to $0.395Note 1September 2, 2013 to July 1, 2016
Craig Scherba600,000$0.30 to $0.395Note 1May 11, 2014 to July 1, 2016
Jacob McKinnon425,000$0.30 to $0.395Note 1September 2, 2013 to July 1, 2016
Total “insiders” as defined in Canadian security regulations (note 2)6,425,000
Brent Nykoliation925,000$0.30 to $0.395Note 1September 2, 2013 to July 1, 2016
Peter Liabotis600,000$0.30 to $0.395Note 1May 11, 2014 to July 1, 2016
Joseph Heng425,000$0.30 to $0.395Note 1September 2, 2013 to July 1, 2016
Julie Lee Harrs1,700,000$0.30 to $0.395Note 1May 11, 2014 to July 1, 2016
Total “insiders” as defined in United States security regulations (note 2)10,075,000
Certain other Consultants who are not defined as insiders2,300,000$0.30 to $0.395Note 1May 11, 2014 to July 1, 2016
Total12,375,000
18
Note 1 – The revised exercise price of the existing stock options shall be based on the five day volume weighted average price on the OTCQB: Bulletin Board based on the day before the Board of Directors approve, by resolution, the stock Option Re-pricing.
Note 2 – The term “insider” has different definitions when comparing Canadian and United States security regulations.

The Option re-pricing is “RESOLVED BY ORDINARY RESOLUTION: subject to the approval of the TSX.  TSX policies require thatshareholders of the Company obtain Disinterested Shareholder Approval.Corporation in accordance with the Minnesota Business Corporation Act, the articles of incorporation of the Corporation be amended (the “Amendment”) to add thereto the following paragraph 9 immediately following paragraph 8 thereof:
1.“9.  Limitation on the Issuance of Shares.  Notwithstanding the Minnesota Business Corporation Act Section 302A.405, during such time as the common shares of the corporation are admitted for listing on the Toronto Stock Exchange, shares of the corporation shall not be issued for consideration consisting of promissory notes, promises to pay or services to be performed in the future.”;
2.the proposed Amendment be submitted to the shareholders of the Corporation for approval at the next annual shareholder meeting;
3.until such time as such Amendment has been approved by the shareholders of the Corporation, the  board of directors hereby determines that no shares of the Corporation shall be issued for consideration consisting of promissory notes, promises to pay or services to be performed in the future; and
4.any one director or officer of the Corporation, is hereby authorized, for and in the name of and on behalf of the Corporation to take all such actions and to execute, deliver and all such agreements, notices, certificates, undertakings, instruments and documents, as may in the opinion of such director or officer be necessary or desirable to give effect to the foregoing.”

Disinterested Shareholders (as defined with proposal two) are asked to grant Disinterested Shareholder Approval  (as defined within proposal two) of the Option Re-pricing by passing the following ordinary resolution:

“RESOLVED AS AN ORDINARY RESOLUTION THAT:  the re-pricing of the stock options which give the holder of the stock option the right to purchase Common Stock of the Company in the manner identified above and in accordance with and subject to the terms and conditions of the Amended and Restated 2006 Stock Option Plan of the Company.  Any one director or officer of the Company shall be and is hereby authorized and directed to sign, and execute under corporate seal or otherwise all such deeds, documents, agreements, instruments and assurances relating to this stock option re-pricing, and to do all such acts as may be necessary or desirable to give effect to this resolution.”
17

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 the resolution proposed above.  The total number of shares which will be excluded from voting for this resolution will be ˜ (to be determined on the record date) which represents ˜% of the non-diluted, currently, issued and outstanding common shares 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 re-pricingapproval of an amendment to the article of incorporation to comply with the Toronto Stock Options.Exchange requirements.


PROPOSAL 45 - 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 firm for the fiscal year ending June 30, 2012.2013.  MSCM served as auditor for the fiscal year ended June 30, 2011.

2012. We do not expect a representative of MSCM to be present at the Meeting.
19

The Board has selected MSCM as our independent registered public accounting firm for the fiscal year ending June 30, 2012.2013.  Although the selection of the independent registered public accounting firm is not required under the Company’s Bylaws or otherwise to be ratified by our stockholders, the Board of Directors has directed 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, it will be considered as a direction to 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 would be in the best interests of the Company and its stockholders.

We do not expect a representative of MSCM to be present at the Meeting.

Recommendation of the Board of Directors
The Board of Directors recommends a vote FOR the ratification of the appointment of
MSCM LLP, Chartered Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2012.2013.

Principal Accounting Fees and Services  - Year ended June 30, 20112012
Audit Fees:  The aggregateAudit fees, including expenses, billed by the Company’s principal accountant in connection with the audit of our financial statements 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, 20112012 was $50,925$83,500 CAD.

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, 20112012 were $24,690 CAD.$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, 20112012 was $nil.$Nil CAD.

Auditor Independence
Independence:  Our Board of Directors considers that the work done for us in the year ended June 30, 20112012 by MSCM LLP Chartered Accountants is compatible with maintaining MSCM LLP, Chartered Accountants.

Auditor’s Time on Task
Task: All of the work expended by MSCM LLP, Chartered Accountants on our June 30, 20112012 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, 2010,2011, 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;  any of our promoters;  any relative or spouse of any of the foregoing persons who has the same house as such person.

20
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, 2011.2012.  Any stockholder of the Company may obtain without charge additional copies of the Company’s Annual Report on Form 10-K for the 20112012 fiscal year, as filed with the Securities and Exchange Commission, by writing to:

18
Chief Financial Officer
Energizer Resources Inc.
1224 Washington Avenue
Miami Beach, FL,
33139,
USA
 
 
Or to
Chief Financial Officer
Energizer Resources Inc.
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 20112013 proxy statement, your proposal must be received by us no later than August 1, 2012,2013, 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.
 
 
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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 20112012 Annual and Special Meeting of Stockholders to be held at the Board of Trade of Metro Toronto, First Canadian Place, 3rd Floor, Toronto, Ontario on Wednesday18th day December, 21, 20112012 at 11:00am.10:30am., local time.

The undersigned, a holder of common stock of the Company, hereby appoints J.A. Kirk McKinnon and/or Richard E. SchlerCraig Scherba (the "Proxyholders"), 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 stock of the Company which the undersigned would be entitled to vote if personally present at the 20112012 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.

Proposal 1For AllWithhold AllFor All Except
The election of the following individuals as Directors of the Company, each to serve a term of one year or until his or her successor is duly elected or appointed.
·  J.A. Kirk McKinnon
·  Richard E. Schler
·  Craig Scherba
·John Sanderson
·  V. Peter Harder
·  Quentin Yarie
·  Craig ScherbaJohann de Bruin
·Albert A. Thiess, Jr.
[_____][_____][_____]
 
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 below.above.

Proposal 2ForAgainstAbstain
To approve an increase of 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 of Directors.
[_____][_____][_____]

Proposal 3ForAgainstAbstain
To approve an amendment to the Company’s Amended and Restated 2006 Stock Option Plan to increase the authorized number of options for common shares of the Company authorized to be issued to 27,000,00031,250,000 from 22,000,000.
[_____][_____][_____]
27,000,000.

Proposal 3ForAgainstAbstain
To approve the re-pricing of various existing Stock Options[_____][_____][_____]

Proposal 4ForAgainstAbstain
Approval of the amendment to the Company’s Articles of Incorporation to comply with Toronto Stock Exchange regulations.
[_____][_____][_____]

Proposal 5ForAgainstAbstain
To ratify the appointment of MSCM LLP, Chartered Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2012.2013.
[_____][_____][_____]

Check here if you plan to attend the 20112012 Annual and Special Meeting of Stockholders[Stockholders                        [          ]

 
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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 4.5.  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 20112012 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 20112012 Annual and Special Meeting of Stockholders. 

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

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
 

If your address has changed please write in the new address below:

 



 
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