ADMIRALTY RESOURCES NL. - Proxy Solicitation & Information Statement 2009

Admiralty Resources NL ACN 010 195 972 GPO Box 517, Melbourne 3001 Level 14, 200 Queen Street, Melbourne [t] +61 3 9642 8787 [f] +61 3 8677 6949

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www.ady.com.au

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Members of Admiralty Resources NL (ACN 010195972) (“ Company ”) is to be held in the Flagstaff 2 Room, Level 1, Radisson Hotel, 380 William Street, Melbourne on Friday 21 August 2009 at 11:00 a.m.

AGENDA

Special Business

1. Ratification of share issue

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

"That, pursuant to and in accordance with Listing Rule 7.4 of the Listing Rules of ASX Limited, the Company approve and ratify the issue of 72,087,160 fully paid ordinary shares in the capital of the Company issued on 16 June 2009 at a price of A$0.02205 each to Ya Global Investments L.P.”

Please note the following information:

(a) The number of securities allotted were 72,087,160 fully paid ordinary shares;
(b) The price at which the shares were issued was A$0.02205 per share;
(c) The allottee of the issue was Ya Global Investments L.P.; and
(d) The funds raised were applied to retiring debt to the allotee.

In accordance with ASX Listing Rules, the Company will disregard any votes cast on Resolution 1 by Ya Global Investments L.P. and any associates of Ya Global Investments L.P. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2. Ratification of share issue

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

"That, pursuant to and in accordance with Listing Rule 7.4 of the Listing Rules of ASX Limited, the Company approve and ratify the issue of 80,176,820 fully paid ordinary shares in the capital of the Company issued on 7 July 2009 at a price of A$0.01984832 each to Ya Global Investments L.P.

Please note the following information:

(e) The number of securities allotted were 80,176,820 fully paid ordinary shares;
(f) The price at which the shares were issued was A$0.01984832 per share;
(g) The allottee of the issue was Ya Global Investments L.P.; and
(h) The funds raised were applied to retiring debt to the allotee.

In accordance with ASX Listing Rules, the Company will disregard any votes cast on Resolution 2 by Ya Global Investments L.P. and any associates of Ya Global Investments L.P. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

3. Ratification of share issue

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

"That, pursuant to and in accordance with Listing Rule 7.4 of the Listing Rules of ASX Limited, the Company approve and ratify the issue of 16,569,464 fully paid ordinary shares in the capital of the Company issued on 17 July 2009 at a price of A$0.0229 each to Ya Global Investments L.P.”

Please note the following information:

(i) The number of securities allotted were 16,569,464 fully paid ordinary shares;
(j) The price at which the shares were issued was A$0.0229 per share;
(k) The allottee of the issue was Ya Global Investments L.P.; and
(l) The funds raised were applied to the payment of interest to the allotee.

In accordance with ASX Listing Rules, the Company will disregard any votes cast on Resolution 3 by Ya Global Investments L.P. and any associates of Ya Global Investments L.P. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Page 2

Voting by Proxy

Each member who is entitled to attend and vote at the Annual General Meeting may appoint a proxy to attend and vote on behalf of that member. The proxy need not be a member of the Company.

A member who is entitled to cast two or more votes may appoint one or two proxies and may specify the proportion or number of votes that each proxy is appointed to exercise. If a member appoints two proxies and the appointment does not specify the proportion, or number, of the member’s votes, such appointment of proxies will be deemed not to have been effective. Neither proxy may vote on a show of hands.

A proxy is enclosed with this notice of meeting. For the appointment of a proxy to be effective for a meeting the proxy appointment form must be received by Admiralty Resources NL or Computershare Investor Services Pty Ltd at least 48 hours before the meeting.

Please allow sufficient time for delivery of your proxy appointment form.

Bodies Corporate

A body corporate may appoint an individual as a representative to exercise all or any of the powers the body corporate may exercise at meetings of members. The appointment may be a standing one. Unless otherwise specified in the appointment, the representative may exercise, on the body corporate’s behalf, all of the powers the body corporate could exercise at a meeting or in voting on a resolution.

DATED THIS 24th DAY OF JULY 2009

BY ORDER OF THE BOARD

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STEPHEN C. PRIOR COMPANY SECRETARY

Page 3

Explanatory Notes

Items 1, 2 & 3 – Ratification of Share Issues

ASX Listing Rule 7.1 limits companies to issuing no more than 15% of their issued capital in any 12 month period without the approval of Shareholders, subject to certain exceptions such as pro-rata issues to all Shareholders.

Under Listing Rule 7.4, your Company may seek subsequent approval for issues of Shares, and if that approval is granted, such issues cease to count towards the 15% limit.

Your Company is seeking Shareholder approval, pursuant to ASX Listing Rule 7.4 for the issue of shares described in Resolutions 1,2 and 3.

The directors believe that it is in the best interests of your Company that these past issues of shares as set out in Resolutions 1, 2 and 3 be approved so that your Company will have flexibility in its funding options for current and future opportunities.

All of the Directors recommend that Shareholders vote in favour of these three resolutions which will be separately considered at the meeting.

Page 4

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AI assistant

ADMIRALTY RESOURCES NL. Proxy Solicitation & Information Statement 2009

64309_rns_2009-07-23_a94f5e23-f344-491a-bb7e-0ce6dcd1794e.pdf

NOTICE OF GENERAL MEETING

AGENDA

Special Business

1. Ratification of share issue

2. Ratification of share issue

3. Ratification of share issue

Voting by Proxy

Bodies Corporate

DATED THIS 24th DAY OF JULY 2009

STEPHEN C. PRIOR COMPANY SECRETARY

Explanatory Notes

Items 1, 2 & 3 – Ratification of Share Issues

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AI assistant

ADMIRALTY RESOURCES NL. — Proxy Solicitation & Information Statement 2009

64309_rns_2009-07-23_a94f5e23-f344-491a-bb7e-0ce6dcd1794e.pdf

NOTICE OF GENERAL MEETING

AGENDA

Special Business

1. Ratification of share issue

2. Ratification of share issue

3. Ratification of share issue

Voting by Proxy

Bodies Corporate

DATED THIS 24th DAY OF JULY 2009

STEPHEN C. PRIOR COMPANY SECRETARY

Explanatory Notes

Items 1, 2 & 3 – Ratification of Share Issues

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