2 item to be voted on, from page 105of the circular titled "OTHER BUSINESS OF THE MEETING"

Number of Directors

In the absence of instructions to the contrary, the enclosed proxy will be voted in favour of setting the number of directors at five.

Election of Directors

At the Meeting, Shareholders will be asked to elect two directors to hold office for the term expiring at the annual general meeting in 2014 or until his or her successor is duly elected or appointed, unless his or her office is earlier vacated in accordance with the Articles of St. Elias or he or she becomes disqualified to act as a director. Management of the Company proposes to nominate Murry Braucht and Tina Whyte for election by the Shareholders as directors of St. Elias.

Murry Braucht is currently Vice President and a director of St. Elias. Mr. Braucht’s term of office will expire at the Meeting. The terms of office of the other three current directors of St. Elias will expire at the annual general meetings in either 2012 or 2013. Tina Whyte is the Corporate Secretary of St. Elias and is not currently a member of the Board.