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A B N 9 4 1 2 8 2 5 6 8 8 8

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at the Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia on 24 May 2010 at 10am (WST).

This Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on (08) 9322 6322.

NEWPORT MINING LIMITED

A B N 9 4 1 2 8 2 5 6 8 8 8

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of Newport Mining Limited (“ Newport ” or “ Company ”) will be held at the Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia on 24 May 2010 at 10am (WST) (“ Meeting ”).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 22 May 2010 at 5pm (WST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Section 9 of the Explanatory Memorandum.

AGENDA

1. Resolution 1 – Authority to Issue Vendor Shares

To consider, and if thought fit, to pass with or without amendment as an ordinary resolution the following:

“That, subject to Resolutions 2, 3 and 4 being passed, and pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 10,000,000 Shares (“ Vendor Shares ”) to the Vendor (or its nominees) in accordance with the terms and conditions in the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by a person (or any associate of such a person) who may participate in the issue of the Vendor Shares and a person (or any associate of such a person) who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) 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. Resolution 2 – Approval of Performance Shares

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:

"That, subject to Resolutions 1, 3 and 4 being passed, and for the purposes of Section 246B(1) of the Corporations Act and clause 2.4 of the Constitution of the Company and for all other purposes, the Company be authorised to create a new class of share on the terms and conditions in Schedule 3 and in the Explanatory Memorandum accompanying this Notice (“ Performance Shares ”).”

3. Resolution 3 – Authority to Issue Performance Shares

To consider, and if thought fit, to pass with or without amendment as an ordinary resolution the following:

“That, subject to Resolutions 1, 2 and 4 being passed and pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Directors to allot and issue up to:

a) 20,000,000 A Class Performance Shares; and
b) 20,000,000 B Class Performance Shares,

each convertible into one Share upon the achievement of certain milestones, to the Vendor (or its nominees) in accordance with the terms and conditions in the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by a person (or any associate of such a person) who may participate in the issue of the Performance Shares and a person (or any associate of such a person) who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) 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.

4. Resolution 4 – Authority to Issue Placement Shares

To consider, and if thought fit, to pass the following resolution as an ordinary resolution with or without amendment:

"That, subject to Resolutions 1, 2 and 3 being passed, and pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Directors to allot and issue up to 10,000,000 Shares each at an issue price of $0.15 (“ Placement Shares ”) on the terms and conditions in the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by a person (or any associate of such a person) who may participate in the issue of the Placement Shares and a person (or any associate of such a person) who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) 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.

5. Resolution 5 – Authority to Grant Incentive Options to Mr Simon Taylor

To consider, and if thought fit, to pass with or without amendment as an ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the grant of the following:

(a) 500,000 Incentive Options exercisable at $0.15 each on or before 30 June 2012, vesting after 6 months service;
(b) 500,000 Incentive Options exercisable at $0.20 each on or before 30 June 2013, vesting after 12 months service; and
(c) 1,000,000 Incentive Options exercisable at $0.30 each on or before 31 December 2013, vesting after 24 months service,

(collectively referred to as “ Taylor Incentive Options ”), to Mr Simon Taylor or his nominees and on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this resolution by a person (or any associate of such a person) who may participate in the issue of the Taylor Incentive Options and a person (or any associate of such a person) who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) 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.

Dated 16 April 2010

BY ORDER OF THE BOARD

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MARK PEARCE Company Secretary

NEWPORT MINING LIMITED

A B N 9 4 1 2 8 2 5 6 8 8 8

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held at the Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia on 24 May 2010 at 10am (WST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2: Action to be taken by Shareholders Section 3: Summary of Transaction Section 4: Resolution 1 – Authority to Issue Vendor Shares Section 5: Resolution 2 – Approval of Performance Shares Section 6: Resolution 3 – Authority to Issue Performance Shares Section 7: Resolution 4 – Authority to Issue Placement Shares Section 8: Resolution 5 – Authority to Grant Incentive Options to Mr Simon Taylor Section 9: Definitions Schedule 1: Overview of Brazilian Mining Laws and Summary of Title Information Schedule 2: Specific Risks in Relation to the Transaction Schedule 3: Terms and Conditions of Performance Shares Schedule 4: Terms and Conditions of Taylor Incentive Options

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

3. Summary of Transaction

The Company announced on 25 February 2010 that it had entered into a conditional agreement to acquire a 100% interest in Águia Metais Ltda (“ Águia ”) which holds the rights to two potentially large-scale phosphate projects (“ Projects ”) located in Brazil (“ Transaction ”).

This Meeting has been called by the Board of Newport to seek the necessary approvals required as a result of that announcement.

3.1 Overview of Águia

Águia is a private Brazilian company which holds the rights to the Lucena Phosphate Project (“ LPP ”) and Mata da Corda Phosphate Project (“ MCPP ”) located in Brazil.

Águia is a subsidiary of Falcon Metais Ltda (“ Falcon ”), a private company held

within the Forbes & Manhattan, Inc. group.

Forbes & Manhattan, Inc. (“ F&M ”) is a private merchant bank based in Toronto, Canada with offices and operations internationally. F&M uses its team and capital to incubate, finance and manage public and private companies in the junior resource sector. F&M has an extremely successful track record of identifying high quality assets in the mining/resource sector and advancing them from discovery through to production. There are currently over 25 companies in the F&M group, with a combined market capitalisation of approximately $2 billion.

Further information regarding Águia’s exploration assets is included in Sections 3.2, 3.3 and 3.4 and Item 10 of Schedule 1.

3.2 Overview of Projects

Águia holds the exclusive rights to the LPP and MCPP located in Brazil. A summary of the LPP and MCPP title information is included in Item 10 of Schedule 1.

Previous exploration activities including drilling and rock chip sampling completed by the Brazilian Geological Survey (“ CPRM ”) will provide a solid platform to compile an initial Mineral Resource estimate that can be reported in accordance with the JORC Code in late 2010 or early 2011.

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Figure 1: Location of LPP and MCPP

Highlights of the Projects are as follows:

The LPP has an initial exploration target of 40 to 50 million tonnes at an average grade of 10% to 14% P2O5 based on a compilation of historical drilling by CPRM[1] .
The MCPP has outcropping mineralisation with historical rock chip results of up to 23.2% P2O5 and is ready for drill testing.
Total initial land position of approximately 83,361 hectares with additional areas identified, providing the potential to expand exploration target.
Projects located close to existing infrastructure including roads, water, power and ports.
A highly experienced in-country technical team has been assembled to commence drilling and other exploration activities in the coming weeks.
Brazil imports 49% of its phosphate needs and both projects are located near potential domestic primary customers and major fertiliser blenders.

Águia has also identified additional areas it considers prospective for phosphate and intends to pursue new business opportunities progressively.

1 The statement referring to the potential quantity and grade of the target is based on the results of historical exploration activities undertaken by CPRM during the 1960’s to 1980’s, including 47 drill holes of which 22 drill holes within the project and immediate surrounds returned mineralisation. The potential tonnage range and average grade is conceptual in nature and insufficient work has been completed to report a Mineral Resource in accordance with the JORC Code. It is uncertain if further exploration work will result in the determination of a Mineral Resource.

3.3 Mata da Corda Phosphate Project

Overview of MCPP

The MCPP is located within 150km of the three largest phosphate mines in Brazil; Araxá – Bunge (290Mt @ 14.88% P2O5), Tapira – Fosfertil (744Mt @ 8.35% P2O5) and Catalão – Anglo/Fosfertil (203Mt @ 8.80% P2O5). These three mines account for 95% of the phosphate rock production in Brazil. Within this existing transportation corridor there are 32 major bulk fertilizer blenders. Capacity upgrades are planned for all three mines.

The MCPP covers approximately 10,000 hectares and sits in the middle of the agricultural and industrialized heartland of the southeast region of Brazil in the state of Minas Gerais (English Translation = General Mining State) some 250km to the west of Belo Horizonte.

The property was identified as potentially attractive to Águia because of the historical phosphate occurrences reported by CPRM in the late 1960’s and early 1970’s. After an initial analysis of these occurrences, the geology and its distribution, Águia staked the MCPP in August 2008. This triggered a staking rush in the area with Amazon Mining Ltd (late August 2008) and Vale (September 2008) staking to the north, south and west.

The MCPP is located next to excellent logistics and infrastructure (roads, water, railway, energy) and is near potential primary (agriculture) customers, fertilizer blenders and is on the main transportation route for the expanding agricultural districts of Mato Grasso Brazil.

Previous Exploration

The MCPP region was initially explored for phosphates between 1968 and 1971 by the CPRM. This historical program included geological mapping of 450km[2] at 1:25,000 scale, 90 pits, 1,760 meters of diamond drilling (37 holes) and 870m[3] of trenches, which collectively generated 1,256 geochemical samples.

The outcome of this program was the identification of seven small deposits located in the vicinity of the Project, most of which were mined in artisanal quarries with the phosphate rock used locally as a direct application fertilizer. Since this period no systematic exploration has been performed in the region as most of the initiatives were concentrated in the surrounding carbonatite pipes where phosphate is currently mined.

In August 2008 Águia, based on a new interpretation of the local geology, staked an area of ~10,000 hectares covering a prospective zone including historical phosphate occurrences.

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Figure 2: Location of MCPP tenements relative to other tenement holders

Geology and Mineralisation

Tectonically the project area sits within the southernmost portion of the Neoproterozoic Brasilia Mobile Belt and includes a variety of highly deformed and metamorphosed rocks mostly of sedimentary origin.

The area comprises tightly folded slates and phyllites of the Serra da Saudade Formation (Neoproterozoic) which are overlain by Cretaceous rocks of the Areado and Mata da Corda Formation. The contact between the Neoproterozoic and the Cretaceous rocks is well defined by a discrete angular and erosive unconformity.

Águia claims strategically cover a zone with some 80km of unconformity to which most of the historical occurrences are associated.

Phosphate mineralization in the MCPP region is related to a whitish to pale yellow rock displaying either a brecciated or more massive fabric. The bulk of the mineralization occurs as a horizontal bed along the unconformity zone, with a thickness that can vary from 1 to up to 15 meters. Phosphate was mined in the region in several artisanal quarries for local use as a direct application fertilizer.

Most of these quarries occur adjacent to the unconformity zone in regions were the overlaying sandstone was eroded allowing the mineralization to outcrop. However no systematic exploration was performed along the unconformity zone.

Phosphate Occurrences Within Águia Claims	Phosphate Occurrences Within Águia Claims	Phosphate Occurrences Within Águia Claims	Phosphate Occurrences Within Águia Claims
Sample	UTM_E	UTM_N	P2O5 (%)
1	425,680	7,877,028	12.90
2	422,704	7,877,142	7.10
3	423,245	7,876,602	13.40
4	423,064	7,876,605	13.10
5	422,984	7,876,700	12.10
6	422,833	7,876,669	12.20
8	422,413	7,878,553	14.30
10	422,581	7,877,451	10.70
11	422,287	7,877,526	23.20
12	422,256	7,877,437	12.30
13	421,721	7,876,427	7.50
17	422,599	7,872,575	9.60

Table 1: Grab sample results within MCPP at surface taken by CPRM and DNPM

3.4 Lucena Phosphate Project

Overview of LPP

The LPP covers approximately 76,000 hectares all located within a 50km radius around the city of João Pessoa, capital of the Paraiba state in north eastern Brazil.

The Property was identified based on historical phosphate occurrences reported by the CPRM (Brazilian Geological Survey). After initial analysis of the occurrences, geology and distribution the available areas were staked along the northern sector of the Paraiba Belt within the same geological setting that hosts several phosphate deposits discovered by CPRM. No systematic exploration work has been conducted since the historical government program.

The property hosts excellent logistic and infrastructure including roads, water, railways, energy and is located near fertilizer blenders and transportation hubs including the Cabedelo port facilities which can be accessed via 65km of paved roads.

Previous Exploration

The LPP area was first investigated by the CPRM in the late seventies to early eighties were several intercepts containing P2O5 were defined during the drilling exploration program. This program identified also the Recreio - Acais Deposit located further south (25km) from the Project area and Goiania deposit located 50km northward from Olinda.

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Figure 3: LPP location map showing existing phosphate deposits nearby.

Geology and Mineralisation

LPP is located within the Pernambuco-Paraiba basin consisting of CretaceousPaleocene sediments (sandstones, limestone) covered by the Pleistocene Barreiras Group (sandstone). The basin averages 25km in width and has a maximum thickness of 400 metres. Structurally the sediments are horizontal with slight dip to the east (4 to 25m per km).

The mineralization is typical of sedimentary phosphorite deposits associated with upwelling zones with low sedimentation rate and can be associated with zones where cold water meets warmer waters allowing the precipitation of phosphate. Phosphorite is a variety of sedimentary rock composed by 10% of phosphate, usually francolite Ca5[(F,O)|(PO4,CO3)3] - that represents a “fibrous apatite and fluorapatite”.

From the 47 holes drilled, 22 drill holes within the project area and immediate surrounds intercepted significant phosphate (P2O5) mineralisation. The main mineralized interval is located at the bottom of the Gramame Formation (limestone) near the top of the Itamaraca Formation (sandstone). The depth of the mineralization varies from 15 to 94 meters depth with thickness in the range of 0.5 to 7.0 metres. The grades found vary from 3.1% to 21.85% P2O5.

3.5 Commercial Terms

Newport has entered into a share sale agreement (“ SSA ”) to acquire 100% of Águia for consideration as follows:

(i) 10,000,000 Vendor Shares;

(ii) 20,000,000 A Class Performance Shares (see Schedule 3 for terms and conditions), which convert into 20,000,000 Shares upon the satisfaction, prior to the Expiry Date, of the 30Mt Resource Milestone; and
(iii) 20,000,000 B Class Performance Shares (see Schedule 3 for terms and conditions), which convert into 20,000,000 Shares upon the satisfaction, prior to the Expiry Date, of the 70Mt Resource Milestone.

Resolutions 1, 2 and 3 seek Shareholder approval for the issue of the above consideration (refer Sections 4, 5 and 6 for further details).

Falcon has acknowledged that some or all of the Vendor Shares and the Performance Shares issued by Newport may be escrowed in accordance with the requirements of ASX.

To the extent that ASX does not impose escrow conditions the Vendor Shares which are issued to the Vendor will be subject to a 12 month trading lock from the date of issue of the Vendor Shares as per the terms of the SSA.

To the extent that ASX does not impose escrow conditions the Performance Shares held by the Vendor (including Performance Shares which convert into Shares following the achievement of a milestone) will be subject to a 12 month trading lock from the date of issue of the Performance Shares (as per the terms of the SSA).

The sale and purchase of Águia pursuant to the terms of the SSA is conditional upon and subject to a number of conditions. The majority of these conditions have either been satisfied or substantially satisfied (subject to receiving a final title opinion on the Projects and completing legal due diligence in Brazil on the Falcon, Águia and the Projects and any new material information becoming available), with the exception of the following conditions which remain outstanding at the date of this Notice:

(i) Newport undertaking a placement, to be arranged by principals of F&M of at least 10,000,000 Shares each at an issue price of $0.15 or a placement on such other terms as otherwise agreed by Falcon and Newport.
(i) Newport’s shareholders passing all resolutions as are required under the ASX Listing Rules, the constitution of Newport and the Corporations Act to give effect to the Transaction contemplated by the SSA.

These Conditions are for the benefit of Newport and must be satisfied or waived by 30 June 2010.

There are also normal commercial warranties associated with the Transaction.

In addition, under the SSA, Newport has a 3 year exclusivity period with Falcon, whereby if Falcon, or an associate or related corporation of Falcon, obtains an interest in a phosphate project or right to obtain an interest in a phosphate project that is wholly or partially within Brazil, such interest must be offered to Newport at the cost incurred by the party acquiring the interest.

3.6 Capital Raising

As announced on 25 February 2010, Newport will complete a placement of 10,000,000 Shares at an issue price of $0.15 to raise $1,500,000 (before costs) to fund initial working capital on the Projects. The placement will be arranged by principals of F&M. Resolution 4 seeks Shareholder approval for this placement (refer Section 7 for further details).

3.7 New Board Members

On 25 February 2010, Mr Simon Taylor was appointed Managing Director of Newport. Mr Taylor is a geologist and a founding Director of Newport. Most recently Mr Taylor was a resource analyst with a major focus on the phosphate sector. Resolution 5 seeks Shareholder approval for issue of incentive options to Mr Taylor (refer Section 8 for further details).

In addition, upon settlement of the Transaction (and subject to such persons providing and not having withdrawn their consents to act as directors) Falcon has the right to appoint up to two directors of Newport, on terms and conditions usual to the industry.

3.8 Risk Factors

Shareholders and potential investors should note that prior to Newport executing the SSA with Falcon, it conducted a high level review and assessment of the information provided in respect of the Projects.

Newport is now undertaking a more comprehensive due diligence process (including title, environmental and other risks) with respect to the acquisition of Águia, however it should be noted that the usual risks associated with start up companies undertaking exploration and development activities in the phosphate sector will remain at completion of this due diligence process.

Shareholders and investors should also be aware that the SSA to acquire Águia is conditional on a number of events (refer Section 3.5 above). Accordingly there is a risk that the Transaction contemplated by this announcement may be changed or not be completed.

Further information regarding the risks associated with the acquisition and ongoing operation of Águia are outlined in Schedule 2.

3.9 Geological Information

The information in this report that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Mr Simon Taylor, who is a member of the Australian Institute of Geoscientists. Mr Taylor is a full-time employee of Newport. Mr Taylor has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the JORC Code. Mr Taylor consents to the inclusion in this report of the matters based on his information in the form and context in which it appears.

4. Resolution 1 – Authority to Issue Vendor Shares

In accordance with the terms and conditions of the SSA, the Company is to acquire a 100% interest in Águia through the issue of a number of different classes of securities. Further details of the securities to be issued are outlined above in Section 3.5.

Resolution 1 deals with the issue of up to 10,000,000 Shares (“ Vendor Shares ”) at settlement, which forms part of the total consideration to be issued to Falcon.

Listing Rule 7.1 – Shareholder approval of the Vendor Shares

Listing Rule 7.1 requires Shareholder approval for the issue of the Vendor Shares. Listing Rule 7.1 provides that, subject to certain exceptions, Shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company’s securities then on issue.

Given the Shares issued under Resolution 1 will exceed the balance of the 15% threshold and none of the exceptions contained in Listing Rule 7.2 apply, Shareholder approval is required in accordance with Listing Rule 7.3.

The effect of Shareholders passing Resolution 1 (and Resolutions 2, 3 and 4) will be to approve the acquisition of Águia. However, Resolution 1 will not take effect unless Resolutions 2, 3 and 4 are also passed. Resolution 1 is an ordinary resolution.

Specific Information Required by ASX Listing Rule 7.3

For the purposes of Shareholder approval of the issue of the Vendor Shares and the requirements of Listing Rule 7.3, information is provided as follows:

(a) the maximum number of Shares the Company can issue under Resolution 1 is 10,000,000 Shares;
(b) the Company will issue and allot the Shares no later than 3 months after the date of the Meeting (or such longer period of time as ASX may in its discretion allow);
(c) the Shares will be issued to Falcon (or their nominees), in part consideration for the acquisition of Águia and as such, no funds will be raised;
(d) some or all of the Vendor Shares issued to the Vendor may be escrowed or restricted for a period prescribed by ASX pursuant to Chapter 9 of the ASX Listing Rules. To the extent that ASX does not impose escrow restrictions on the Vendor in respect of the Vendor Shares of at least one year the Vendor has agreed that the Vendor Shares issued to the Vendor will be subject to a 12 month trading lock from the date of issue of the Vendor Shares;
(e) the securities to be issued pursuant to Resolution 1 are fully paid ordinary shares and will rank equally in all respects with the Company’s existing Shares on issue;

(f) the issue of the Shares will occur progressively; and
(g) a voting exclusion statement is included in the Notice.

5. Resolution 2 – Approval of Performance Shares

The Company seeks Shareholder approval to create the Performance Shares as a new class of shares on the terms and conditions in Schedule 3.

Resolution 2 is a special resolution.

Under clause 2.3 of the Constitution and, subject to the Corporations Act, the ASX Listing Rules and the Constitution, the Directors may at any time issue such number of shares either as ordinary shares or shares of a named class or classes (being either an existing class or a new class) at the issue price that the Directors determine and with such preferred, deferred, or other special rights or such restrictions, whether with regard to dividend, voting, return of capital or otherwise, as the Directors shall, in their absolute discretion, determine.

Section 246C(5) of the Corporations Act provides that if a company has one class of share and seeks to issue a new class of share, such issue is taken to vary the rights attached to the shares already issued.

Under section 246B(1) of the Corporations Act, if a company has a constitution which sets out the procedure for varying or cancelling (in the case of a company with share capital) rights attached to shares in a class of shares, those rights may be varied or cancelled only in accordance with the procedure.

In accordance with clause 2.3 of the Constitution, if at any time the share capital of the Company is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied, whether or not the Company is being wound up:

(a) with the consent in writing of the holders of three quarters of the issued shares of that class; or
(b) authorised by a special resolution passed at a separate meeting of the holders of the shares of the class.

Accordingly, the Company seeks approval from Shareholders for the issue of the Performance Shares as a new class of shares on the terms set out in Schedule 3 of this Explanatory Memorandum.

The Company will also seek approval in Resolution 3 from Shareholders to issue Performance Shares to the Vendor.

6. Resolution 3 – Authority to Issue Performance Shares

In addition to the Shares issued under Resolution 1, consideration for the acquisition of Águia includes the issue of unlisted Performance Shares which convert into Shares for no additional consideration on the occurrence of certain milestone events.

The purpose of Resolution 3 is to seek Shareholder approval pursuant to Listing Rule 7.1 to issue Performance Shares as follows:

(i) 20,000,000 A Class Performance Shares (see Schedule 3 for terms and conditions), which convert into 20,000,000 Shares upon the satisfaction, prior to the Expiry Date, of the 30Mt Resource Milestone; and
(ii) 20,000,000 B Class Performance Shares (see Schedule 3 for terms and conditions), which convert into 20,000,000 Shares upon the satisfaction, prior to the Expiry Date, of the 70Mt Resource Milestone.

Conversion

Each Performance Share converts into one Share upon the satisfaction, prior to the relevant expiry date, of the relevant milestone.

If prior to the relevant expiry date the relevant milestone is not satisfied, then the total number of the relevant class of Performance Shares will be converted into one Share.

Expiry Dates

The relevant expiry dates are as follows:

(a) A Class Performance Shares – 3 years from the date of issue;
(b) B Class Performance Shares – 3 years from the date of issue;

Milestone not achieved by expiry date

If a milestone for any class of Performance Shares is not satisfied by the relevant expiry date, then all of the Performance Shares in that class will be consolidated and convert into one Share.

Trading Lock

The Performance Shares held by the Vendor (including Performance Shares which convert into Shares following the achievement of a milestone) will be subject to a 12 month trading lock from the date of issue of the Performance Shares (as per the terms of the SSA).

Listing Rule 7.1 – Shareholder approval of the Performance Shares Issue

Listing Rule 7.1 requires Shareholder approval for the Performance Shares issue. Listing Rule 7.1 provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company’s securities then on issue.

Given the Performance Shares issued under Resolution 3 will exceed the balance of the 15% threshold and none of the exceptions contained in Listing Rule 7.2 apply, Shareholder approval is required in accordance with Listing Rule 7.3.

The effect of Shareholders passing Resolution 3 (and Resolutions 1, 2 and 4) will be to approve the acquisition of Águia.

Resolution 3 is an ordinary resolution. However, it will not take effect unless Resolutions 1, 2 and 4 are also passed.

The Company has obtained confirmation from the ASX that the terms of the Performance Shares are acceptable to the ASX under Listing Rule 6.1 and has obtained the approval of the ASX of the terms of the Performance Shares as an additional class under Listing Rule 6.2.

Specific Information Required by ASX Listing Rule 7.3

For the purposes of Shareholder approval for the issue of the Performance Shares and the requirements of Listing Rule 7.3, information is provided as follows:

(a) the maximum number of Performance Shares the Company can issue under Resolution 3 is as follows:
(i) 20,000,000 A Class Performance Shares (see Schedule 3 for terms and conditions), which convert into 20,000,000 Shares upon the satisfaction, prior to the Expiry Date, of the 30Mt Resource Milestone;
(ii) 20,000,000 B Class Performance Shares (see Schedule 3 for terms and conditions), which convert into 20,000,000 Shares upon the satisfaction, prior to the Expiry Date, of the 70Mt Resource Milestone;
(b) the Company will issue and allot the Performance Shares no later than 3 months after the date of the Meeting (or such longer period of time as ASX may in its discretion allow);
(c) the Performance Shares will be issued to Falcon (or their nominees) in part consideration for the acquisition of Águia and as such, no funds will be raised;
(d) some or all of the Performance Shares issued to the Vendor may be escrowed or restricted for a period prescribed by ASX pursuant to Chapter 9 of the ASX Listing Rules. To the extent that ASX does not impose escrow restrictions on the Vendor in respect of the Performance Shares of at least one year the Vendor has agreed that the Performance Shares issued to the Vendor (including Performance Shares which convert into Shares following the achievement of a milestone) will be subject to a 12 month trading lock from the date of issue of the Performance Shares;
(e) the Shares issued upon satisfaction of the relevant milestones will be for no additional consideration and will rank equally in all respects with the Company’s existing Shares on issue;
(f) the conversion of the Performance Shares will occur progressively; and
(g) a voting exclusion statement is included in the Notice.

7. Resolution 4 – Authority to Issue Placement Shares

On 25 February 2010, the Company announced it would seeking Shareholder approval to make a placement of 10,000,000 Shares each at an issue price of $0.15 to raise $1,500,000 before costs.

Resolution 4 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue and allotment of up to 10,000,000 Shares each at an issue price of $0.15 (“ Placement Shares ”).

Proceeds from the placement will predominantly be used to provide general working capital and to fund business development activities. The expected application of funds will be as in the below table.

It is expected that the issue of the Placement Shares will only occur if completion of the SSA is imminent.

Listing Rule 7.1 – Shareholder approval of the issue of Placement Shares

Listing Rule 7.1 requires Shareholder approval for the proposed issue of Placement Shares. Listing Rule 7.1 provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company’s securities then on issue.

Given the issue of the Placement Shares under Resolution 4 will exceed this 15% threshold and none of the exceptions in Listing Rule 7.2 apply, Shareholder approval is required in accordance with Listing Rule 7.3.

Resolution 4 is an ordinary resolution. However, it will not take effect unless Resolutions 1, 2 and 3 are also passed.

Placement Agreement with Forbes & Manhattan

The Company has entered into an agreement with F&M to place up to 10,000,000 Shares each at an issue price of $0.15 to clients of F&M.

Specific Information Required by Listing Rule 7.3

For the purposes of Shareholder approval of the issue of Placement Shares and the requirements of Listing Rule 7.3, information is provided as follows:

(a) the maximum number of Shares the Company can issue under Resolution 4 is 10,000,000 Shares;
(b) the Company will issue and allot the Shares no later than 3 months after the date of the Meeting (or such longer period of time as ASX may in its discretion allow);
(c) the Shares will be allotted at an issue price of $0.15 each to parties arranged by F&M who are not related parties of the Company or their associates;
(d) the Shares to be issued are ordinary shares and rank equally with the Company's existing listed shares;

(e) the issue of the Shares will occur progressively;
(f) the Company may pay a maximum brokers fee of 5% (plus GST where applicable) of the amount subscribed (and accepted by the Company) pursuant to the issue of the Placement Shares;
(g) a voting exclusion statement is included in the Notice; and
(h) Shareholder approval has been sought to raise $1,500,000 from the issue of Placement Shares. The expected application of funds will be as follows:

Description	Amount $
Exploration and development on Projects	1,000,000
Working capital	500,000
Total	1,500,000

8. Resolution 5 – Authority to Issue Incentive Options to Mr Simon Taylor

Resolution 5 seeks Shareholder approval pursuant to Listing Rule 10.11 for the grant of Incentive Options to Mr Simon Taylor (or his nominees) as the incentive component of his contract of employment as Managing Director of the Company.

On 25 February 2010, Mr Simon Taylor was appointed Managing Director of Newport. Mr Taylor was appointed to expedite the exploration and development of the Projects. The Taylor Incentive Options the subject of this Resolution 5, form part of Mr Taylor’s contract of employment.

Mr Taylor is a geologist with 18 years experience throughout Australia in gold, base metals and nickel having held senior geologist and exploration manager positions for numerous ASX listed resource companies. He has gained considerable experience in exploration, project assessment and joint venture negotiations.

He is a founding member of Geeland Pty Ltd providing consulting services to resource companies and financial corporations as a resource analyst. Mr Taylor’s corporate experience includes project appraisal, advice on placements and fundraising. Mr Taylor is a member of the Australian Institute of Geoscientists.

Mr Taylor will receive a monthly retainer of $18,000 (inclusive of superannuation) and an annual bonus of $100,000 to be paid upon the successful completion of key performance indicators as determined by the Board of Directors.

This proposed grant of Incentive Options to Mr Taylor was announced on 25 February 2010. The closing price of Newport Shares on the ASX on the last trading day prior to the date of this announcement was $0.15.

The Company is small listed company, which is focussed on the exploration and development of the Projects. The Company has limited funds, most of which are allocated to specific exploration and development activities. The Board has chosen to grant Incentive Options to Mr Taylor as a key component of his remuneration in order to attract and retain his services and to provide incentive linked to the performance of the Company.

Other than the time based vesting period, there are no additional performance criteria on the Incentive Options as given the speculative nature of the Company's activities and the small management team responsible for its running, it is considered the performance of Mr Taylor and the performance and value of the Company are closely related. As such, the Incentive Options granted will generally only be of benefit if Mr Taylor performs to the level whereby the value of the Company increases sufficiently to warrant exercising the Incentive Options.

Listing Rule 10.11 requires Shareholder approval for the proposed grant of the Incentive Options. Listing Rule 10.11 provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company to a related party. As Mr Taylor is a related party of the Company and none of the exceptions contained in Listing Rule 10.12 apply, Shareholder approval is required in accordance with Listing Rule 10.11.

Shareholder approval is sought under Listing Rule 10.11 and as such approval under Listing Rule 7.1 is not required.

Resolution 5 is an ordinary resolution.

8.1 Specific information required by ASX Listing Rule 10.13

For the purposes of Shareholder approval of the grant of the Incentive Options and the requirements of Listing Rule 10.13, information is provided as follows:

(a) The maximum number of securities the Company can grant under Resolution 5 is:
(i) 500,000 Incentive Options exercisable at $0.15 each on or before 30 June 2012;
(ii) 500,000 Incentive Options exercisable at $0.20 each on or before 30 June 2013; and
(iii) 1,000,000 Incentive Options exercisable at $0.30 each on or before 31 December 2013.
(b) The Company will issue the Incentive Options no later than 1 month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).
(c) The Incentive Options will be granted for no consideration.
(d) The Incentive Options will be granted to Mr Taylor in three classes:

Incentive	Number	Exercise	End Date
Option Class		Price
Class A	500,000	$0.15	30 June 2012
Class B	500,000	$0.20	30 June 2013
Class C	1,000,000	$0.30	31 December 2013

The exercise price will be set at the date of grant by the Board.

Refer to Schedule 4 for further terms and conditions of the Incentive Options.

(e) Upon exercise of the Incentive Options, the Shares will be issued on a one for one basis on the same terms as the Company's existing Shares.
(f) A voting exclusion statement is included in the Notice.
(g) No funds will be raised from the granting of the Incentive Options as they are being granted as an incentive component of his remuneration package.

9. In this Explanatory Memorandum and Notice:

A Class Performance Shares means the A Class Performance Shares in Schedule 3.

Águia means Águia Metais Ltda.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited ACN 009 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

B Class Performance Shares means the B Class Performance Shares in Schedule 3.

Board means the board of Directors.

Constitution means the Constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Falcon means Falcon Metais Ltda.

F&M means Forbes & Manhattan, Inc.

Incentive Option or Incentive Options means an option which entitles the holder to subscribe for one Share on the terms and conditions in the Explanatory Memorandum and Schedule 4.

LPP means the claims comprising the Lucena Phosphate Project, located in the state of Paraiba, Brazil, as set out in item 10 of Schedule 1.

Listing Rules means the listing rules of ASX.

MCPP means the claims comprising the Mata da Corda Phosphate Project, located in the state of Minas Gerais, Brazil, as set out in item 10 of Schedule 1.

Meeting has the meaning given in the introductory paragraph of the Notice.

Mineral Resource means an inferred, indicated or measured mineral resource (or combination thereof) reported in accordance with the JORC Code.

Mt means million tonnes.

Newport and Company means Newport Mining Limited ACN 128 256 888.

Notice means this notice of meeting.

Ore Reserve means a probable or proved ore reserve or mineral reported in accordance with the JORC Code.

Performance Shares mean means the A Class Performance Shares and B Class Performance Shares.

Projects mean Águia’s MCPP and LPP, located in Brazil.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in this Notice.

Schedule means a schedule to this Notice.

Share or Shares means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

SSA means the share sale agreement between the Company and Falcon dated 23 February 2010 to acquire shares in Águia as varied by an agreement between the Company and Falcon dated 6 April 2010.

Taylor Incentive Options has the meaning given in Resolution 5.

Transaction has the meaning given in Section 3 of the Explanatory Memorandum.

Vendor means Falcon.

Vendor Shares has the meaning given in Resolution 1.

WST means Western Standard Time, being the time in Perth, Western Australia.

In this Notice, words importing the singular include the plural and vice versa.

Schedule 1 – Overview of Brazilian Mining Laws and Summary of Title Information

1. Sources of Mining Legislation

The main sources of mining legislation in Brazil are the Federal Constitution and the Mining Code (Decree-law No. 227 of 28 February 1967).

2. Federal Constitution

With respect to mineral activities, the Federal Constitution establishes that:

(i) mining legislation can only be enacted at the federal level;
(ii) property over minerals differ from the property of the land where minerals are located;
(iii) minerals on the ground are a property of the Federal Government;
(iv) exploration can be carried out by Brazilian individuals or legal entities incorporated in Brazil under the authorisation of the Federal Government;
(v) mining can be carried out by legal entities incorporated in Brazil under the concession of the Federal Government;
(vi) exploration and mining are considered activities of national interest;
(vii) the mining concession holder has ownership of the extracted minerals;
(viii) landowners, local, state and federal governments are entitled to a royalty;
(ix) mining is subject to environmental licensing; and
(x) holders of mining concessions are obligated to restore the areas degraded by mining activities.

3. Mining Code

Among other matters, the Mining Code defines and classifies deposits and mines, sets requirements and conditions for obtaining authorisations, concessions, licences and permits, the rights and duties of holders of exploration licences and mining concession.

4. Legal Regimes

There are two main legal regimes under the Mining Code regulating exploration and mining, i.e. the authorisation for exploration and the concession for mining.

5. Exploration Authorisation

Exploration can be carried out through an authorisation from the Federal Government.

5.1 Granting authority

The exploration authorisation is granted through a licence issued by the Director General of the DNPM. The DNPM is the federal agency in charge of implementing the country’s exploration and mining, fostering the mining industry, granting and managing exploration and mining titles and monitoring the activities of exploration and mining companies.

5.2 Priority Rights

Exploration licences are granted on a priority rights basis, which works on a “first come, first served” basis, provided that the application covers areas considered to be “free” (i.e. not previously staked by third parties with mineral rights in force) and all information and documents required for the application are submitted to the Brazilian mining authority, including an exploration plan and budget with maps and geographic coordinates signed off by a qualified Brazilian geologist or mining engineer.

5.3 Size

The maximum area of an exploration licence may vary from 50 hectares to 10,000 hectares, depending on the mineral to be explored and the area within Brazil where exploration will take place. The maximum exploration areas for fertilizers are 2,000 hectares in the States of Minas Gerais and Paraíba.

5.4 Term and Renewal

Exploration licences can be granted for a period of one (1) to three (3) years. The term can be renewed once, at the discretion of the DNPM.

5.5 Rights

The holder of an exploration licence has the exclusive right to carry out exploration within the licence area. Work can be carried out in land on the public or private domain. Furthermore, the holder of the licence is entitled to the use of easements, rights of way and servitudes over the land covered by the licence and/or neighbouring land.

5.6 Obligations

The holder of an exploration licence must inter alia (i) perform work only within the area specified in the licence; (ii) notify the DNPM of the discovery of a mineral substance not included in the granted licence; (iv) perform the work in accordance with the applicable environmental legislation; (v) compensate the surface owner or possessor for occupation of the land and for losses caused by the work; (vi) report yearly to the DNPM on exploration expenditures; (vii) report the results of the work to the DNPM before the termination of the validity date of the licence; and (vii) pay an annual exploration fee to the DNPM.

5.7 Annual Exploration Fee

The holder of an exploration licence must pay an annual fee to the DNPM. Default in paying the fee may lead to the cancellation of the licence if after paying a fine the default is not cured.

5.8 Transferability

Exploration licences may be transferred (in whole or in part) to Brazilian individuals and legal entities incorporated in Brazil, as long as the transferee demonstrates technical and financial capability to the DNPM. The transfer is subject to the approval of and registration by the DNPM.

5.9 Reporting

Within the validity period of the exploration licence or its renewal, its holder must submit a report on the results of the work to the DNPM. The DNPM may then decide to (i) approve the report, when it shows the existence of a resource which can be both technically and financially developed; (ii) dismiss the report, when the exploration work undertaken was insufficient or due to technical deficiencies in the report; (iii) file the report, when it has been proved that there was no deposit which may be both technically and/or financially developed; or (iv) postpone a decision on the report in the event the existence of a resource has been demonstrated, but for technical and/or financial reasons development of the property is not feasible at the time.

5.10 Transition from exploration to mining

In the event the exploration report is approved, the holder of the licence will have one year to apply for a mining concession. If the licence holder does not apply for the mining concession within the time period mentioned above, the mineral rights over the property will lapse.

5.11 Penalties

Failure to comply with the obligations under the exploration licence, depending on the seriousness of the breach, may result in a warning, fine or forfeiture of the licence. Rights of appeal and hearing are guaranteed.

6. Mining Concessions

Brazilian mining legislation defines mining as a set of connected operations with the principal aim to commercially develop and utilize a deposit, from extraction of the useful mineral substances to their processing.

6.1 Granting Authority

A mining concession is granted through an ordinance of the Secretary of Geology, Mining and Mineral Transformation of the Ministry of Mines and Energy.

6.2 Size

The area of the mining concession will be limited to (and can be smaller than) the area of the exploration licence from which it derives.

6.3 Term and Renewal

Mining concessions are valid up to the depletion of the mineral deposit.

6.4 Rights

The holder of a mining concession has exclusive rights to mine the concession area, either in public or private land. Furthermore, the holder of the concession is entitled to servitudes over the land covered by the concession or adjacent to it for mining, processing and infrastructure.

6.5 Obligations

The holder of a mining concession must inter alia (i) commence development within 180 days from the granting of the concession; (ii) refrain from suspending development

and mining operations for more than 6 months without the prior approval of the DNPM; (iii) mine according to the mining plan approved by the DNPM; (iv) compensate the land owner for occupation of the property; (v) pay a royalty to the landowner; (vi) pay a royalty to the local, state and federal governments; (vii) obtain all required environmental licences and authorisations; (viii) restore the areas degraded by mining and processing operations and infrastructure; (ix) report annually to the DNPM on activities, production and sales.

6.6 Government Royalty

Producing mines must pay a royalty to the government, which is shared between the local (65%), state (23%) and federal (12%) governments. The royalty rate varies from 0.2% to 3%, depending on the mineral. The rate for fertilizers, including phosphate, is set at 2%. The royalty is calculated based on the proceeds from the sale of the ore, after the marketing taxes, external transportation costs and insurance have been deducted. Mining companies that verticalise their operations (i.e., industrialize the mineral substance) calculate royalty not on the proceeds from sales of the industrialized product, but rather on the cost of extracting and processing the ore up to the stage of the production process immediately before industrialization occurs.

6.7 Landowners Royalty

Producing mines must also pay a royalty to the landowner. The royalty is calculated at 50% of the royalty due to the Government. For fertilizers, including phosphate, the landowners royalty would be 1% of the proceeds from the sale of the mineral substance, after the marketing taxes, internal transportation costs and insurance have been deducted. If the mining company verticalises its operations, the royalty will be assessed based on the cost of extracting and processing the mineral substance, up to the stage of the production process immediately before industrialization occurs.

6.8 Transferability

Mining concessions may be transferred (in whole or in part) to legal entities incorporated in Brazil, as long as the transferee demonstrates technical and financial capability to the DNPM. The transfer is subject to the approval of and registration by the DNPM. Furthermore, mining concessions can also be encumbered, e.g. as a result of a judicial order or as a security.

6.9 Penalties

Failure to comply with the obligations under the concession may, depending on the seriousness of the breach, result in a warning, fine or forfeiture of the licence. Rights of appeal and hearing are guaranteed.

6.10 Relinquishment

The mining concession may be relinquished by its holder at any time. In such event, the holder will, at the discretion of DNPM, be able to remove its property from the mine location provided that no damage is caused to the mine.

7. Whenever the DNPM declare certain mineral rights as forfeited, the respective area is placed for tender for 60 days, during which period any interested parties may submit their offers for exploration or mining, as the case may be. A Committee of the DNPM will review the offers and will elect the bid that presents the most favorable conditions to meet the interests of the mineral sector. If no offers are submitted within the sixty-

day period, the area will then be considered as available for future applications for exploration licences under the priority system described herein.

8. Environmental Licensing Procedure

In general, mining projects must undergo a three stage environmental licensing process.

8.1 Licensing Authority

As a general rule, the State environmental authority is in charge of licensing a mining project, as opposed to the Federal environmental authority. The Federal environmental authority will be in charge on an exceptional basis, whenever mining activities will be undertaken in, or cause an impact on, areas deemed as federal, such as national environmental conservation units, as well as in cases where mining activities will be executed in two or more States.

8.2 The compliance with all applicable environmental laws includes, but is not limited to, the possession by mining companies of all permits and other governmental authorisations required under applicable environmental laws, and compliance with the terms and conditions thereof, including the authorisations granted to impound water and exploit forest resources.

8.3 Preliminary Licence (LP)

The LP must be obtained at the planning stage of the mining project. An Environment Impact Assessment (EIA) and a plan for the restoration of degraded areas must be prepared at this stage. Public hearings are usually called to present the EIA to the communities and authorities. Following the public hearing the State Environmental Council may or may not approve the issue of the LP. The LP usually imposes conditions that must be complied with by the mining company. By granting the LP the environmental authority acknowledges that the project is environmentally acceptable. At this stage the environmental authority will also set the amount of the environmental compensation, which is a minimum of 0.5% of the projected development investment.

8.4 Installation Licence (LI)

The second stage of the environmental licensing process is the LI stage. During this stage the mining company must produce an Environmental Control Plan (PCA), among other documents and submit it to the environmental authorities. Once the PCA is approved, the LI is granted, usually under certain conditions. The mining company may start construction of the mine, plant and infrastructure. A mining concession can only be granted by the Minister of Mines once the mining company has obtained the LI.

8.5 Operation Licence (LO)

The last stage of the environmental licensing process is the one related to the LO. The LO is granted once the environmental authorities are satisfied that the development and construction were completed in accordance with all the conditions of the LI and that the PCA is correctly implemented. The LO authorises a mining company to mine, process and sell (as well as other ancillary activities that may be described in the licence), from an environment viewpoint. Usually it is possible to renew the LO if the request is presented a certain period (as set forth in each State or federal legislation)

before the expiry date of the last permit. In that case, the LO is automatically extended until the environmental agency discloses its final decision about the request.

9. Security of Tenure

Although the Brazilian legal system provides for two types of titles, one for exploration and one for mining, it does grant security that the holder of an exploration licence can mine the ore body it has eventually discovered. The government is obligated to grant a mining concession to a person that has explored, identified a resource, obtained the approval of the exploration report by the DNPM, filed applications for a mining concession in a timely manner and obtained the LI. The only reasons for not granting the concession would be on the grounds of public interest or if the Federal Government considers that it could have a negative effect on certain interests which are more important than mineral exploitation. In the later case, the applicant is entitled to be indemnified by the Federal Government for any expenses incurred relating to the exploration work, in those cases where the final exploration report has already been approved.

10. Summary of Title Information

The claims comprising the Projects are as follows:


Mata da Corda Phosphate Project
#	Claim Number	Registered Holder	Area(Ha)	Status
1.	832.897/2008	Águia Metais Ltda	1,833.38	Permit
2.	832.898/2008	Falcon Metais Ltda	97.14	Permit
3.	832.899/2008	Águia Metais Ltda	2,000.00	Permit
4.	832.900/2008	Falcon Metais Ltda	465.14	Permit
5.	832.901/2008	Falcon Metais Ltda	1,287.02	Permit
6.	832.902/2008	Águia Metais Ltda	1,410.18	Permit
7.	832.903/2008	Águia Metais Ltda	1,406.76	Permit
8.	832.904/2008	Águia Metais Ltda	1,476.42	Permit
9.	832.846/2009	Falcon Metais Ltda	6.54	Application
10.	832.847/2009	Falcon Metais Ltda	4.53	Application
			9,987.11

Lucena Phosphate Project

Lucena Phosphate Project	Lucena Phosphate Project	Lucena Phosphate Project	Lucena Phosphate Project	Lucena Phosphate Project
#	Claim Number	Registered Holder	Area(Ha)	Status
1.	846.192/2009	Águia Metais Ltda	330.80	Application
2.	846.193/2009	Águia Metais Ltda	81.32	Application
3.	846.194/2009	Águia Metais Ltda	11.21	Application
4.	846.450/2008	Águia Metais Ltda	862.81	Application
5.	846.454/2008	Águia Metais Ltda	966.26	Application
6.	846.469/2008	Águia Metais Ltda	1,437.08	Application
7.	846.470/2008	Águia Metais Ltda	1,927.60	Application
8.	846.471/2008	Águia Metais Ltda	1,927.59	Application
9.	846.472/2008	Águia Metais Ltda	1,441.26	Application
10.	846.289/2009	Águia Metais Ltda	1,245.41	Application

11.	846.290/2009	Águia Metais Ltda	640.70	Application
12.	846.439/2008	Águia Metais Ltda	1,521.49	Permit
13.	846.036/2009	Águia Metais Ltda	98.00	Permit
14.	846.037/2009	Águia Metais Ltda	17.33	Permit
15.	846.440/2008	Águia Metais Ltda	1,928.11	Permit
16.	846.105/2009	Águia Metais Ltda	1,772.99	Permit
17.	846.106/2009	Águia Metais Ltda	1,538.93	Permit
18.	846.107/2009	Águia Metais Ltda	1,146.40	Permit
19.	846.108/2009	Águia Metais Ltda	188.17	Permit
20.	846.441/2008	Águia Metais Ltda	1,927.43	Permit
21.	846.442/2008	Águia Metais Ltda	1,927.96	Permit
22.	846.443/2008	Águia Metais Ltda	1,891.02	Permit
23.	846.444/2008	Águia Metais Ltda	1,927.80	Permit
24.	846.445/2008	Águia Metais Ltda	1,898.09	Permit
25.	846.446/2008	Águia Metais Ltda	1,927.64	Permit
26.	846.447/2008	Águia Metais Ltda	1,728.69	Permit
27.	846.448/2008	Águia Metais Ltda	1,395.06	Permit
28.	846.449/2008	Águia Metais Ltda	1,926.80	Permit
29.	846.451/2008	Águia Metais Ltda	1,926.64	Permit
30.	846.452/2008	Águia Metais Ltda	1,828.24	Permit
31.	846.453/2008	Águia Metais Ltda	473.59	Permit
32.	846.455/2008	Águia Metais Ltda	1,927.59	Permit
33.	846.456/2008	Águia Metais Ltda	1,927.59	Permit
34.	846.457/2008	Águia Metais Ltda	1,927.43	Permit
35.	846.458/2008	Águia Metais Ltda	1,927.43	Permit
36.	846.459/2008	Águia Metais Ltda	1,927.28	Permit
37.	846.460/2008	Águia Metais Ltda	1,927.28	Permit
38.	846.461/2008	Águia Metais Ltda	1,927.12	Permit
39.	846.462/2008	Águia Metais Ltda	1,924.15	Permit
40.	846.463/2008	Águia Metais Ltda	1,926.96	Permit
41.	846.464/2008	Águia Metais Ltda	1,879.92	Permit
42.	846.465/2008	Águia Metais Ltda	1,553.98	Permit
43.	846.466/2008	Águia Metais Ltda	1,904.78	Permit
44.	846.467/2008	Águia Metais Ltda	1,613.55	Permit
45.	846.468/2008	Águia Metais Ltda	1,337.51	Permit
46.	846.473/2008	Águia Metais Ltda	933.10	Permit
47.	846.474/2008	Águia Metais Ltda	946.28	Permit
48.	846.475/2008	Águia Metais Ltda	1,169.81	Permit
49.	846.476/2008	Águia Metais Ltda	768.51	Permit
50.	846.477/2008	Águia Metais Ltda	203.87	Permit
51.	846.478/2008	Águia Metais Ltda	339.09	Permit
52.	846.479/2008	Águia Metais Ltda	1,438.88	Permit
53.	846.480/2008	Águia Metais Ltda	1,926.80	Permit

54.	846.481/2008	Águia Metais Ltda	1,702.29	Permit
55.	846.482/2008	Águia Metais Ltda	281.65	Permit
			75,205.27

A number of the above mineral rights are represented by applications for exploration licenses. These applications for exploration licences do not yet allow Águia to perform any exploration works in the areas encompassed by the application. Águia will only be able to perform exploration works after the DNPM reviews the claims, ensures that there are no priority rights over the areas applied for, and then grants the respective exploration licences.

In regards to the LPP, Águia holds all of the mineral rights in its own name.

In regards to the MCPP, Águia holds five exploration licenses and is the assignee of another three exploration licenses, which are currently held by Falcon. Assignment instruments have been submitted to, and are pending review by, the Mines Department. In addition, two applications for exploration licenses are held by Falcon. These applications for exploration licenses can only be transferred to Águia once the corresponding exploration licenses are granted.

Environmental Issues

Brazilian environmental legislation requires that environmental licensing be undertaken as a premise for the development of works or activities deemed to be effectively or potentially pollutant, as well as of those that may cause an environmental impact, such as mining.

In order to perform mining activities, mining companies are required to prepare an environmental impact assessment and undergo a three-stage licensing procedure. Nonetheless, as a general rule, exploration works are not subject to licensing procedures in view of lower environmental impact. Only those exploration works involving bulk sampling are subject to a simplified environmental licensing. Furthermore, if exploration works entail the removal of vegetation, an authorisation for deforestation will be required.

In addition, special requirements apply where exploration and mining works are performed within, or close to, environmental conservation units, depending on the applicable rules to such unit and the respective management plan. Generally speaking, conservation units created by the Federal Government, States or Municipalities can be either conservation units of total protection, where industrial activities such as mining cannot take place; or conservation units for sustainable use, where some industrial activities (including mining) may be carried out as long as they comply with special requirements, and with due regard to the environmental unit’s management plan.

Some of the Lucena Project mineral rights are located within or in the surrounding areas/buffer zone of two conservation units: (i) Environmental Protection Area (“ APA ”) of Barra do Mamanguape and (ii) Area of Revelant Ecologic Interest (“ ARIE ”) Manguezais da Foz do Rio Mamanguape.

The APA of Barra do Mamanguape is a federal environmental conservation unit of sustainable use. Claim numbers 846.469/2008, 846.470/2008 and 846.471/2008 are located within the APA of Barra do Mamanguape and claim numbers 846.439/2008, 846.440/2008, 846.453/2008, 846.455/2008, 846.456/2008, 846.458/2008,

846.473/2008, 846.481/2008, 846.454/2008 and 846.472/2008 are located within the surrounding areas/buffer zone of said environmental conservation unit.

The ARIE Manguezais da Foz do Rio Mamanguape is a federal environmental conservation unit of sustainable use. Claim numbers 846.453/2008, 846.454/2008 and 846.469/2008 are located within or in the surrounding areas/buffer zone of ARIE Manguezais da Foz do Rio Mamanguape.

Every environmental conversation unit in Brazil must have its own management plan that sets out the regulations for the administration and occupation of the unit. Such plan will also contain rules applicable to the buffer zone that surrounds the unit. Currently, there are no management plans for the APA of Barra de Mamanguape or the ARIE Manguezais da Foz do Rio Mamanguape.

Águia has not yet obtained any authorisation that would allow exploration in the mineral rights located within or in the surrounding areas/buffer zone of these conservation units of sustainable use.

Land Issues

Under the Brazilian Mining Code, in the exploration, development and mining phases, landowners or occupiers of land are entitled to rent for the occupation of their properties and compensation for the damages caused by mineral activities. The terms and conditions for the use of land, amount of rent and compensation are freely negotiable between the mineral rights holder and the landowner/occupier. In the event no agreement is reached, the values of rent and compensation will be set by a court based on criteria defined in the Mining Code. The rent for occupation of the land cannot exceed the maximum net income that the owner or occupier would earn from its agricultural-pasture activity in the area of the property to be explored. The compensation for damages cannot exceed the assessed value of the area of the property intended for exploration. If the exploration work – even when only carried out on part of the property – causes the portion of the property not affected by the exploration to be unfeasible for pasture/agriculture purposes, compensation for damages may reach the total assessed value of the property.

In addition to rent and compensation, in the mining phase landowners – but not occupiers – are entitled to a landowner’s royalty, which is equivalent to 50% of the amount payable to the Government as statutory royalty. In the case of phosphate mining, landowners are entitled to 1% on the proceeds from the sale of the mineral product, discounted of marketing taxes, external transportation and insurance, or on the cost of extracting and processing the mineral product up to the stage of the production process immediately before industrialization occurs, depending on the case. Although the right of the land settlement agency to receive the landowner royalty is controversial, we are aware of at least one case where this has taken place.

In addition, claim numbers 846.451/2008, 846.452/2008, 846.457/2008 846.458/2008, 846.473/2008 846.472/2008 and 846.006/2006 fall over areas which are subject to land reform settlement programs. Whilst there is no need to obtain a prior authorisation from the competent land reform agency in order to perform exploration works within these areas, this issue may have an impact in future development and mining in the area, and that the titleholder may have to negotiate with settled families and/or the land reform agency the conditions for access to land and performance of exploration and mining activities.

Schedule 2 – Specific Risks in Relation to the Transaction

The various risk factors that currently apply to Newport in respect to the activities of Newport and investing in Newport securities will also apply to the proposed acquisition of Águia. A number of additional risk factors have also been identified, and are included herein. Any additional risk factor that may affect Águia or its assets will also apply to Newport.

Shareholders should note that this list of risk factors is not exhaustive. Some of the risks may be mitigated by the use of appropriate safeguards and systems, whilst others are outside the control of the Company and cannot be mitigated.

Should any of the risks eventuate, then it may have a material adverse impact on the financial performance of the Project, Newport and the value of Newport’s securities.

A reference to the Projects includes all stages of the Projects, including the exploration, extraction, and production of phosphate.

(a) Foreign Operations Risks

The Projects are located in Brazil and, as such, the operations of Newport will be exposed to various levels of political, economic and other risks and uncertainties. These risks and uncertainties include, but are not limited to, terrorism; hostage taking; military repression; extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest; the risks of war or civil unrest; expropriation and nationalization; renegotiation or nullification of existing concessions, licences, permits and contracts; illegal mining; changes in taxation policies; restrictions on foreign exchange and repatriation; and changing political conditions, currency controls and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

Changes, if any, in mining or investment policies or shifts in political attitude in Brazil may adversely affect the operations or profitability of Newport. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety.

Failure to comply strictly with applicable laws, regulations and local practices relating to mineral rights applications and tenure, could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests.

The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on the operations or profitability of the Company.

(b) Environmental Risks and Regulations

All phases of Águia’s operations are subject to environmental regulation in the various jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set for the limitations on the generation, transportation, storage and

disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect Newport’s operations. Environmental hazards may exist on the properties on which Newport holds interests which are unknown to Newport at present and which have been caused by previous or existing owners or operators of the properties.

Some of the LPP claims have areas that fall within, or close to, environmental conservation areas of sustainable use. Águia has not yet obtained any authorisation that would allow exploration in these areas.

Águia will require additional approvals to progress from the exploration phase to the development and mining phases of operations. Failure to obtain approvals for mining or the imposition of restrictive conditions on mining activities making the Projects uneconomic may have a material adverse effect on the business operations of the Company.

Other Government approvals and permits are currently and may in the future be required in connection with the operations of Newport. To the extent such approvals are required and not obtained, Newport may be curtailed or prohibited from continuing its mining operations or from proceeding with planned exploration or development of mineral properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could have a material adverse impact on Newport and cause increases in exploration expenses, capital expenditures or production costs, or reduction in levels of production at producing properties, or require abandonment or delays in development of new mining properties.

(c)

Government Regulation

Any material adverse changes in government policies or legislation of Brazil that affect mining, processing, development and mineral exploration activities, income tax laws, royalty regulations, government subsidies and environmental issues may affect the viability and profitability of the Company’s current and future projects.

The mining, processing, development and mineral exploration activities of the Projects are subject to various laws governing prospecting, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, indigenous land claims, and other matters. Furthermore, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or

curtail production or development. Amendments to current laws and regulations governing operations and activities of mining or more stringent implementation thereof could have a substantial adverse impact on the current and any future project and hence the Company.

The Brazilian Government is currently working on a proposal for a new national Mining Code. The text of the proposal has not yet been unveiled. Any new legislation, if adopted, for Brazil’s mining sector which may affect mineral exploration, development or mining activities in Brazil may affect Águia’s ability to maintain title to the Projects, the viability of the Projects and profitability of the Company.

(d)

Licences and Permits

The Company’s mining exploration activities are dependent upon the grant, or as the case may be, the maintenance of appropriate licences, concessions, leases, claims, permits and regulatory consents which may be withdrawn or made subject to limitations. The maintaining of tenements, obtaining renewals, or getting tenements granted, often depends on the Company being successful in obtaining required statutory approvals for its proposed activities and that the licences, concessions, leases, claims, permits or consents it holds will be renewed as and when required. There is no assurance that such renewals will be given as a matter of course and there is no assurance that new conditions will not be imposed in connection therewith.

In addition, some of the claims of the Projects are currently held by third parties, with whom Águia has a commitment to have them transferred to Águia. As such transfer is subject to Brazilian authorities review and approval, there can be no assurances that such Brazilian authorities will approve the transfer of said mineral rights to Águia.

(e) Title to Properties

There can be no assurances that the interest in the Company’s properties is free from defects. The Company has investigated its rights as set forth in this Notice and believes that these rights are in good standing. There is no assurance, however, that such rights and title interests will not be revoked or significantly altered to the detriment of the Company. There can be no assurances that the Company’s rights and title interests will not be challenged or impugned by third parties.

(f)

Insurance and Uninsured Risks

The business of Águia is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to properties of Águia or others, delays in mining, monetary losses and possible legal liability.

Although Newport maintains insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all the potential risks associated with its operations and insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. It is not always possible to obtain insurance against all such risks and Newport may decide not to insure against certain risks because of high premiums or other reasons. Moreover,

insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to Newport or to other companies in the mining industry on acceptable terms. Losses from these events may cause Newport to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

(g) Limited Operating History

Águia has a limited operating history on which the Company can base an evaluation of the prospects of Águia and its assets.

The success of Águia in the short to medium term is dependent upon a number of factors, including the successful:

identification of phosphate resources sufficient to supply the Projects over their life;
completion of a positive feasibility study which demonstrates that mining of phosphate can be economically undertaken on the Projects;
design, construction and commissioning of the infrastructure required for the Projects; and
raising of the funding required to develop and operate the Projects.

The prospects of the Projects must be considered in light of the considerable risks, expenses and difficulties frequently encountered by companies in the early stage of exploration and development activities, particularly in the phosphate/fertilizer sector.

Furthermore, as the Projects have not yet commenced operations, there can be no guarantee that the business will operate in line with assumed cost structures. Should the level of costs required to operate the business be higher than anticipated then it may have a materially adverse affect on the future performance and prospects of Águia and the Company.

There can be no assurance that the Projects will be profitable in the future. Should production commence, the operating expenses and capital expenditures of the Projects are likely to increase in future years as targeted phosphate is more difficult to extract.

The amounts and timing of expenditures will depend on the progress of ongoing exploration and development, the results of consultants’ analyses and recommendations, the rate at which operating losses are incurred, the execution of any joint venture agreements with strategic partners, and other factors, many of which are beyond the Company’s control.

The Company expects to incur losses on the Projects unless and until such time as the Projects enter into commercial production and generates sufficient revenues to fund its continuing operations. The development of the Projects will require the commitment of substantial resources. There can be no assurance that the Company will generate any revenues or achieve profitability.

(h) No Mineral Resources or Reserves

There are no identified mineral resources and no known commercial quantities of mineral reserves at the Projects. Notwithstanding historical drilling and the stated exploration target for the Projects, there can be no assurances that the Company will identify mineral resources or establish economic quantities of mineral reserves at the Projects.

(i)

Reliance on Key Personnel

The Project is reliant on a number of key personnel, including a number of personnel and consultants for the operation and if applicable, expansion of Águia's mining assets. The loss of one or more of its key personnel could have adverse impacts on the Projects and the ongoing development and expansion of Águia’s mining assets.

The continued availability of consultants and advisers is to some extent dependent on maintaining the professional relationships that Águia’s personnel have developed over time and which may be lost if key personnel cease to be involved with the Project before replacement arrangements can be made. If the involvement of industry specialists, managers or other personnel cease for reasons of contract termination; ill health; death or disability, the continued development of Águia’s mining assets may be adversely affected.

(j)

Multiple Surface Rights

The lands comprising the Projects may be owned or occupied by third parties. Under the Brazilian Mining Code, in the exploration, development and mining phases, landowners are entitled to rent for the occupation of their property and indemnification for the damages caused by the activities. The terms and conditions for the use of land are freely negotiable between the mineral rights holder and the landowner. In the event no agreement is reached, the value of rent and indemnification will be set by a court based on criteria defined in the Mining Code. In addition to rent and indemnification, in the mining phase landowners are entitled to a landowner’s royalty.

In addition, some of the Projects’ claims fall over areas which are subject to land reform settlement programs.

Whilst the Company does not believe there to be any restrictions on the right of the holder of the Projects to perform exploration works within these areas, there can be no guarantee that the provisions of the various surface rights registered against the areas, do or will not restrict the future development of the Projects. The Company may have to negotiate with settled families and/or the land reform agency the conditions for access to land and performance of exploration and mining activities.

Should a conflict arise with respect to the extraction of natural resources, there can be no guarantee that the Company will be able to reach agreement with the other party or any party involved. If the parties cannot agree, it would fall to the courts to resolve the conflict, and there can be no assurances that the courts would rule in favour of Águia, the Company or the Projects (as applicable).

Should any of the above occur, it will have a materially adverse impact on the Projects (and hence Newport and the value of Newport’s securities).

(k) Future Capital Needs and Additional Funding

The future capital requirements of the Projects will depend on many factors including the results of future exploration and work programs. Furthermore, if other projects are identified by Águia and acquired by Águia or Newport, they may require a substantial amount of additional funding for infrastructure, payments to vendors and working capital before the Company may be able to generate positive cash flows from its operations.

Should the Company undertake to raise additional funding there can be no assurance that additional funding will be available on acceptable terms, or at all. Any inability to obtain additional finance, if required, would have a material adverse effect on the Project’s business and its financial condition and performance.

(l)

Exploration and Development Risks

The exploration for, and development of, mineral deposits involves a high degree of risk. Few properties which are explored are ultimately developed into producing mines. Resource exploration and development is a speculative business, characterized by a number of significant risks, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits, but also from finding mineral deposits that, although present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors that are beyond the control of the Company and that cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection, the combination of which factors may result in the Company not receiving an adequate return on investment capital.

All of the properties in which the Company has an interest, including the Projects, are without any mineral reserves. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure, metal prices, which fluctuate widely, and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The combination of these factors may result in Newport expending significant resources (financial and otherwise) on a property without receiving a return. There is no certainty that expenditures made by Newport towards the search and evaluation of mineral deposits will result in discoveries of an economically viable mineral deposit.

The Company has relied on and may continue to rely on consultants and others for mineral exploration and exploitation expertise. The Company believes that those consultants and others are competent and that they have carried out their work in accordance with internationally recognized industry standards. However, if the work conducted by those consultants or others is ultimately found to be incorrect or inadequate in any material respect, the Company may experience delays or increased costs in developing its properties.

There can be no assurance that the Company’s mineral exploration activities will be successful. If such commercial viability is never attained, the Company may seek to

transfer its property interests or otherwise realize value or may even be required to abandon its business and fail as a “going concern”.

(m)

Resource and Reserve Estimates

Ore Reserve and Mineral Resource estimates are expressions of judgment based on drilling results, past experience with mining properties, knowledge, experience, industry practice and many other factors. Estimates which are valid when made may change substantially when new information becomes available. Ore estimation is an interpretive process based on available data and interpretations and thus estimations may prove to be inaccurate.

The actual quality and characteristics of ore deposits cannot be known until mining takes place, and will almost always differ from the assumptions used to develop resources. Further, Ore Reserves are valued based on future costs and future prices and consequently, the actual Ore Reserves and Mineral Resources may differ from those estimated, which may result in either a positive or negative effect on operations.

Should the Projects encounter mineralisation or formations different from those predicted by past drilling, sampling and similar examinations, resource estimates may have to be adjusted and mining plans may have to be altered in a way which could adversely affect the Projects’ operations.

(n)

Results of Studies

Subject to the results of exploration and testing programs to be undertaken, the Company may progressively undertake a number of studies in respect to the Projects. These studies may include scoping, pre-feasibility and bankable feasibility studies.

These studies will be completed within certain parameters designed to determine the economic feasibility of the Projects within certain limits. There can be no guarantee that any of the studies will confirm the economic viability of the Projects or the results of other studies undertaken by the Company (e.g. the results of a feasibility study may materially differ to the results of a scoping study).

Further even if a study determines the economics of the Projects, there can be no guarantee that the Project will be successfully brought into production as assumed or within the estimated parameters in the feasibility study once production commences including but not limited to operation costs, mineral recoveries and commodity prices. In addition the ability of the Company to complete a study may be dependent on the Company’s ability to raise further funds to complete the study if required.

(o)

Payment Obligations

Under the exploration permits and certain other contractual agreements to which the Company is or may in the future become party, the Projects are or may become subject to payment and other obligations. Failure to meet these payments and obligations may render the Projects’ claims liable to be cancelled. Further, if any contractual obligations are not complied with when due, in addition to any other remedies which may be available to other parties, this could result in dilution or forfeiture of interests held by Águia.

(p) Commodity Price Risks

The price of phosphate fluctuates widely and is affected by numerous factors beyond the control of Newport, such as industrial and retail supply and demand, exchange rates, inflation rates, changes in global economies, confidence in the global monetary system, forward sales of metals by producers and speculators as well as other global or regional political, social or economic events. The supply of phosphate consists of a combination of new mine production and existing stocks held by governments, producers, speculators and consumers.

Future production, if any, from the Projects (or any other phosphate projects) will be dependent upon the price of phosphate being adequate to make the project economic. Future price declines in the market value of phosphate could cause continued development of, and eventually commercial production from, the project to be rendered uneconomic. Depending on the price of phosphate, Newport could be forced to discontinue production or development and may lose its interest in, or may be forced to sell, the project. There is no assurance that, even if commercial quantities of phosphate are produced, a profitable market will exist for them.

In addition to adversely affecting future reserve estimates, if any, of any project, declining commodity prices can impact operations by requiring a reassessment of the feasibility of the project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to the project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

(q) Previous Exploration

Historical and current activities on the Projects’ claims could in the future give rise to costs for environmental rehabilitation, damage, control and losses. The Company has received no indication or instruction that rehabilitation of these areas is required. The enforcement of any environmental regulation could lead to increased costs for the Projects which in turn could adversely affect the Company’s financial performance and available cash reserves.

(r) Foreign Exchange Risks

Águia’s operating and capital expenditures are likely to be incurred in currencies other than Australian dollars (likely to be Brazilian Real or US Dollars) and any future revenues from the sale of phosphate are also likely to be in currencies other than Australian dollars. Any fluctuations in the exchange rates between these currencies and the Australian dollar could have a material adverse effect on the Company’s business, financial position and operating results.

(s) Competition

Newport and Águia will compete with other companies, some of which have greater financial and other resources, and as a result, may be in a better position to compete for future business opportunities. Many of the Company’s competitors not only explore for and produce minerals, but also carry out downstream operations on these and other products on a worldwide basis.

There can be no assurance that the Company or Águia can compete effectively with these companies and will be able to attract or maintain the appropriate staffing levels to ensure that the project and business plan can be completed in a timely and cost effective manner.

Schedule 3 – Terms and Conditions of Performance Shares

1. Definitions

In these terms and conditions, unless the context otherwise requires:

30Mt Resource Milestone means an independently calculated Mineral Resource of not less than 30,000,000 tonnes with a grade of not less than 10% P2O5, or an Equivalent Total Amount of P2O5, being determined within either or both of the MCPP or LPP.

70Mt Resource Milestone means an independently calculated Mineral Resource of not less than 70,000,000 tonnes with a grade of not less than 10% P2O5, or an Equivalent Total Amount of P2O5, being determined within either or both of the MCPP or LPP.

Águia means Águia Metais Ltda.

ASX means ASX Limited ACN 98 009 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

A Class Performance Share means a A Class Performance Share issued as consideration under the SSA.

B Class Performance Share means a B Class Performance Share issued as consideration under the SSA.

Company means Newport Mining Limited ACN 128 256 888 and its Related Bodies Corporate.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the directors from time to time of the Company.

Equivalent Total Amount of P2O5 means:

(a) in relation to the 30Mt Resource Milestone, a contained P2O5 amount of not less than 3,000,000 tonnes, with a grade not less than 5% P2O5 and total tonnage not less than 20,000,000 tonnes; and
(b) in relation to the 70Mt Resource Milestone, a contained P2O5 amount of not less than 7,000,000 tonnes, with a grade not less than 5% P2O5 and total tonnage not less than 45,000,000 tonnes.

Expiry Date means 3 years from the date of the issue of the Performance Shares.

JORC Code means the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves as amended from time to time.

Listing Rules means the official listing rules of ASX, as amended, added to or replaced from time to time.

LPP means the claims comprising the Lucena Phosphate Project, located in the state of Paraiba, Brazil.

MCPP means the claims comprising the Mata da Corda Phosphate Project, located in the state of Minas Gerais, Brazil.

Mineral Resource means an inferred, indicated or measured mineral resource (or combination thereof) reported in accordance with the JORC Code.

P2O5 means phosphorus pentoxide.

Performance Shareholder means the holder of a Performance Share.

Performance Share means an A Class Performance Share or a B Class Performance Share.

Projects mean Águia’s MCPP and LPP, located in Brazil.

Section 606(1) means section 606(1) of the Corporations Act.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

SSA means the share sale agreement between the Company and Falcon dated 23 February 2010 to acquire shares in Águia as varied by an agreement between the Company and Falcon dated 6 April 2010.

2. Dividend

Performance Shareholders are not entitled to a dividend.

3. Conversion

(a) Conversion

The Performance Shares will convert into Shares in accordance with this clause 3.

(b) Conversion of A Class Performance Shares

Subject to clause 3(e), each A Class Performance Share will convert into one Share upon the satisfaction, prior to the Expiry Date, of the 30Mt Resource Milestone.

Subject to clause 3(e), each B Class Performance Share will convert into one Share upon the satisfaction, prior to the Expiry Date, of the 70Mt Resource Milestone.

(d) Conversion after Expiry Date

If the 30Mt Resource Milestone is not met by 5.00pm (Perth time) on the Expiry Date the Company will, as soon as reasonably practical and in any event no later than 90 days after the Expiry Date, convert the total number of A Class Performance Shares on issue into one Share.

If the 70Mt Resource Milestone is not met by 5.00pm (Perth time) on the Expiry Date the Company will, as soon as reasonably practical and in any event no later than 90 days after the Expiry Date, convert the total number of B Class Performance Shares on issue into one Share.

(e) Takeover Provisions

If the conversion of Performance Shares (or part thereof) under clauses 3(b) - 3(d) would result in any person being in contravention of Section 606(1) then the conversion of each Performance Share that would cause the contravention shall be deferred until such time or times thereafter that the conversion would not result in a contravention of Section 606(1).

The Performance Shareholders shall give notification to the Company in writing if they consider that the conversion of Performance Shares (or part thereof) under clauses 3(b) - 3(d) may result in the contravention of Section 606(1) failing which the Company shall assume that the conversion of Performance Shares (or part thereof) under clauses 3(b) - 3(d) will not result in any person being in contravention of Section 606(1).

The Company will (but is not obliged to) by written notice request the Performance Shareholders to give notification to the Company in writing within seven (7) days if they consider that the conversion of Performance Shares (or part thereof) under clauses 3(b) - 3(d) may result in the contravention of Section 606(1). If the Performance Shareholders do not give notification to the Company within seven (7) days that they consider the conversion of Performance Shares (or part thereof) under clauses 3(b) - 3(d) may result in the contravention of Section 606(1) then the Company shall assume that the conversion of Performance Shares (or part thereof) under clauses 3(b) - 3(d) will not result in any person being in contravention of Section 606(1).

(f) After Conversion

The Shares issued on conversion of any Performance Share will as and from 5.00pm (WST) on the date of allotment rank equally with and confer rights identical with all other Shares then on issue and application will be made by the Company to ASX for official quotation of the Shares upon the date of conversion. Shares issued on conversion of the Performance Shares must be free from all encumbrances, securities and third party interests. The Company must ensure that Shares issued on conversion of the Performance Shares are freely tradeable, without being subject to onsale restrictions under section 707 of the Corporations Act, on and from their date of issue.

4. Issue of Shares for No Consideration

The Company shall allot and issue Shares immediately upon conversion of the Performance Shares for no consideration and shall record the allotment and issue in the manner required by the Corporations Act.

5. Reconstruction

In the event of any reconstruction, consolidation or division into (respectively) a lesser or greater number of securities of the Shares, the Performance Shares shall be reconstructed, consolidated or divided in the same proportion as the Shares are reconstructed, consolidated or divided and, in any event, in a manner which will not result in any additional benefits being conferred on the Performance Shareholders which are not conferred on the Shareholders.

6. Winding Up

If the Company is wound up prior to conversion of all of the Performance Shares into Shares then the Performance Shareholders will have no right to participate in surplus assets or profits of the Company on winding up.

7. Non-transferable

The Performance Shares are not transferable.

8. Copies of Notices and Reports

The Performance Shareholders have the same right as Shareholders to receive notices, reports and audited accounts and to attend general meetings of the Company but are only entitled to vote in the circumstances referred to in clause 9.

9. Voting Rights

The Performance Shareholders shall have no right to vote, subject to the Corporations Act.

10. Participation in new issues

There are no participation rights or entitlements inherent in the Performance Shares and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Shares.

11. Quotation

The Performance Shares are unquoted. No application for quotation of the Performance Shares will be made by the Company

Schedule 4 – Terms and Conditions of Taylor Incentive Options

1. Entitlement

Each Incentive Option (together the " Incentive Options" ) entitles the holder to subscribe for and be issued one fully paid ordinary share ( “Share” ) in Newport Mining Limited ( “Company” ) upon exercise of each Incentive Option.

2. Exercise Price, Vesting Date and Expiry Date

The Exercise Price and Vesting Date of each Incentive Option is referred to in the below table.

Incentive	Number	Exercise Price	Vesting Date(1)	End Date
Option Class
Class A	500,000	$0.15	25 August 2010	30 June 2012
Class B	500,000	$0.20	25 February 2011	30 June 2013
Class C	1,000,000	$0.30	25 February 2012	31 December 2013

(1) The Incentive Options immediately vest if a Change in Control Event occurs in respect of the Shares of the Company.

The Incentive Options will expire on that date (“ Expiry Date ”) which is the earlier of:

(a) The End Date referred to in the above table; or
(b) in respect only of the Incentive Options that have not already vested as outlined above, the date the Optionholder ceases to be employed, engaged as a consultant or appointed as an executive director of the Company because of:
(i) if the holder is an employee the date the holder is dismissed from employment with the Company for gross misconduct;
(ii) if the holder is a consultant the date the holder’s appointment is terminated for gross misconduct;
(iii) if the holder is a director the date the holder is disqualified from holding the office of director;
(iv) retirement;
(v) voluntary cessation; or
(vi) by mutual agreement (unless the Board resolves otherwise),

and thereafter no party has any claim against any other party arising under or in respect of the Incentive Options.

For the purposes of this item 2 " Change in Control Event " means:

(a) the occurrence of:
(i) the offeror under a takeover offer in respect of all Shares announcing that it has achieved acceptances in respect of 50.1% or more of the Shares; and
(ii) that takeover bid has become unconditional (except any condition in relation to the cancellation or exercise of the Incentive Options); or
(b) the announcement by the Company that:
(i) shareholders of the Company have at a Court convened meeting of shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all Shares are to be either:
- (A) cancelled; or
- (B) transferred to a third party; and
(ii) the Court, by order, approves the proposed scheme of arrangement.

3. Exercise Period

The Incentive Options are exercisable at any time after the date of grant or the Vesting Date in clause 2 above and on or prior to 5.00pm WST on the Expiry Date.

4. Notice of Exercise

The Incentive Options may be exercised by notice in writing to the Company and payment of the Exercise Price for each Incentive Option being exercised. Any notice of exercise of an Incentive Option received by the Company will be deemed to be a notice of the exercise of that Incentive Option as at the date of receipt.

5. Shares issued on exercise

Shares issued on exercise of the Incentive Options rank equally with the then shares of the Company.

6. Quotation of Shares on exercise

Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Incentive Options.

7. Timing of issue of Shares

After a Incentive Option is validly exercised, the Company must:

(a) as soon as possible, issue and allot the Shares;

(b) give ASX a notice that complies with section 708A(5)(e) of the Corporations Act or lodge a prospectus with ASIC that qualifies the Shares for resale under section 708A(11) of the Corporations Act; and
(c) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Incentive Options.

8. Participation in new issues

There are no participation rights or entitlements inherent in the Incentive Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Incentive Options.

However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten business days after the issue is announced. This will give the holders of Incentive Options the opportunity to exercise their Incentive Options prior to the date for determining entitlements to participate in any such issue.

9. Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

(a) the number of Shares which must be issued on the exercise of an Incentive Option will be increased by the number of Shares which the Incentive Optionholder would have received if the Incentive Optionholder had exercised the Incentive Option before the record date for the bonus issue; and
(b) no change will be made to the Exercise Price.

10. Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of a Incentive Option will be reduced according to the following formula:

==> picture [206 x 30] intentionally omitted <==

O = the old Exercise Price of the Incentive Option.

E = the number of underlying Shares into which one Incentive Option is exercisable.

P = average market price (as defined in the ASX Listing Rules) per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

S =

the subscription price of a Share under the pro rata issue.

D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).

N = the number of Shares with rights or entitlements that must be held to receive a right to one new share.

11. Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Incentive Optionholders will, be varied to the extent necessary to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction.

12. Quotation of Incentive Options

No application for quotation of the Incentive Options will be made by the Company.

13. Incentive Options Transferable

The Incentive Options are transferable provided that the transfer of Incentive Options complies with section 707(3) of the Corporations Act.

14. Lodgement Instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for Shares on exercise of the Incentive Options with the appropriate remittance should be lodged at the Company's Registry.

NEWPORT MINING LIMITED ACN 1 2 8 2 5 6 8 8 8

PROXY FORM

The Company Secretary Newport Mining Limited

By delivery: By post: By facsimile: Level 9, 28 The Esplanade PO Box Z5083 +61 8 9322 6558 PERTH WA 6000 PERTH WA 6831

I/We[1] ________________

of _____________

being a Shareholder/Shareholders of the Company and entitled to ______ votes in the Company, hereby appoint[2 ] ___________

or failing such appointment the chairman of the general meeting as my/our proxy to vote for me/us on my/our behalf at the general meeting of the Company to be held at the Plaza Level, BGC Centre, 28 The Esplanade, Perth on 24 May 2010 at 10am (WST) and at any adjournment thereof in the manner indicated below or, in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion or number of votes that this proxy is authorised to exercise is * [ ]% of the Shareholder's votes*/ [ ] of the Shareholder's votes. (An additional Proxy Form will be supplied by the Company, on request).

Instructions as to Voting on Resolutions

Important:

The chairman of the meeting intends to vote undirected proxies in favour of all of the Resolutions.

The proxy is to vote for or against the Resolutions referred to in the Notice as follows:

For Against Abstain

Resolution	1	Authority to Issue Vendor Shares
Resolution	2	Approval of Performance Shares
Resolution	3	Authority to Issue Performance Shares
Resolution	4	Authority to Issue Placement Shares
Resolution	5	Authority to Issue Incentive Options to Mr Simon Taylor

Authorised signature/s This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented.

Individual or Shareholder 1 Sole Director and Sole Company Secretary	Shareholder 2 Director	Shareholder 3

		Director/Company Secretary

Contact Name Contact Daytime Telephone Date 1Insert name and address of Shareholder 2 Insert name and address of proxy *Omit if not applicable

Proxy Notes:

A Shareholder entitled to attend and vote at the general meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that general meeting. If the Shareholder is entitled to cast 2 or more votes at the general meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder's proxy to attend and vote for the Shareholder at that general meeting, the representative of the body corporate to attend the general meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company's share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.

Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the general meeting the appropriate 'Certificate of Appointment of Representative' should be produced prior to admission. A form of the certificate may be obtained from the Company's Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the Perth office of the Company (Level 9, 28 The Esplanade, Perth, WA, 6000, or by post to PO Box Z5083, Perth, WA, 6831 or Facsimile (08) 9322 6558 if faxed from within Australia or +618 9322 6558 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the Meeting (WST).

AI assistant

AGUIA RESOURCES LIMITED — Proxy Solicitation & Information Statement 2010

64334_rns_2010-04-19_6d692e4e-cf25-411d-890a-71d061413356.pdf

A B N 9 4 1 2 8 2 5 6 8 8 8

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at the Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia on 24 May 2010 at 10am (WST).

NEWPORT MINING LIMITED

A B N 9 4 1 2 8 2 5 6 8 8 8

NOTICE OF GENERAL MEETING

AGENDA

1. Resolution 1 – Authority to Issue Vendor Shares

Voting Exclusion

2. Resolution 2 – Approval of Performance Shares

3. Resolution 3 – Authority to Issue Performance Shares

Voting Exclusion

4. Resolution 4 – Authority to Issue Placement Shares

Voting Exclusion

5. Resolution 5 – Authority to Grant Incentive Options to Mr Simon Taylor

Voting Exclusion

BY ORDER OF THE BOARD

NEWPORT MINING LIMITED

A B N 9 4 1 2 8 2 5 6 8 8 8

EXPLANATORY MEMORANDUM

1. Introduction

2. Action to be taken by Shareholders

3. Summary of Transaction

3.1 Overview of Águia

3.2 Overview of Projects

3.3 Mata da Corda Phosphate Project

Overview of MCPP

Previous Exploration

Geology and Mineralisation

3.4 Lucena Phosphate Project

Overview of LPP

Previous Exploration

Geology and Mineralisation

3.5 Commercial Terms

3.6 Capital Raising

3.7

New Board Members

3.8

Risk Factors

3.9 Geological Information

4. Resolution 1 – Authority to Issue Vendor Shares

Listing Rule 7.1 – Shareholder approval of the Vendor Shares

Specific Information Required by ASX Listing Rule 7.3

5. Resolution 2 – Approval of Performance Shares

Resolution 2 is a special resolution.

6. Resolution 3 – Authority to Issue Performance Shares

Conversion

Expiry Dates

Milestone not achieved by expiry date

Trading Lock

Listing Rule 7.1 – Shareholder approval of the Performance Shares Issue

Specific Information Required by ASX Listing Rule 7.3

7. Resolution 4 – Authority to Issue Placement Shares

Listing Rule 7.1 – Shareholder approval of the issue of Placement Shares

Placement Agreement with Forbes & Manhattan

Specific Information Required by Listing Rule 7.3

8. Resolution 5 – Authority to Issue Incentive Options to Mr Simon Taylor

8.1 Specific information required by ASX Listing Rule 10.13

9. In this Explanatory Memorandum and Notice:

Schedule 1 – Overview of Brazilian Mining Laws and Summary of Title Information

1. Sources of Mining Legislation

2. Federal Constitution

3.

Mining Code

4.

Legal Regimes

5. Exploration Authorisation

5.1 Granting authority

5.2 Priority Rights

5.3 Size

5.4 Term and Renewal

5.5 Rights

5.6 Obligations

5.7 Annual Exploration Fee

5.8 Transferability

5.9 Reporting

5.10 Transition from exploration to mining

AGUIA RESOURCES LIMITED Proxy Solicitation & Information Statement 2010