ALMA METALS LIMITED — Proxy Solicitation & Information Statement 2009

Jul 30, 2009

AFRICAN ENERGY RESOURCES LIMITED ARBN 123 316 781

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

For the General Meeting to be held on 18 August, 2009 at 11am (Western Standard Time) at Level 1, 8 Colin Street, West Perth, Western Australia, 6005

and also via phone link at the Company's registered office Granite House, La Grande Rue, St Martin, Guernsey GY1 3RS which will commence at 4am (Guernsey time) on 18 August 2009

This is an important document. Please read it carefully and in its entirety. If you do not understand it please consult your professional advisers.

If you are unable to attend the Meeting, please complete the form of proxy enclosed and return it in accordance with the instructions set out on that form.

TIME AND PLACE OF GENERAL MEETING AND HOW TO VOTE

This General Meeting of the Shareholders of African Energy Resources Limited will be held at:

Level 1 8 Colin Street West Perth Australia

Commencing at 11am (Western Standard Time) on 18 August 2009

And also via phone link with our registered office, Federal Trust Company Limited, Granite House, La Grande Rue, St Martin, Guernsey GY1 3 RS which will commence at 4am (Guernsey time) on 18 August 2009.

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person you need to attend the meeting on the date and at the place set out above. The meeting will commence at 11am (Western Standard Time).

The phone link with our registered office, Federal Trust Company Limited at Granite House, La Grande Rue, St Martin, Guernsey GY1 3RS which will commence at 4am (Guernsey time) on 18 August 2009.

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of General Meeting as soon as possible and either:

• return the proxy form (by delivery) to the Company’s office at Level 1, 8 Colin Street, West Perth, Western Australia, or

• return the proxy form (by post) to the Company's office at PO Box 886, West Perth, Western Australia, 6872; or

• send the proxy by facsimile to facsimile number (08) 6465 5599.

so that it is received not later than 11am (Western Standard Time) on 16 August 2009.

Your proxy form is enclosed.

African Energy Resources Limited Notice of General Meeting and Explanatory Statement

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AFRICAN ENERGY RESOURCES LIMITED ARBN 123 316 781

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of the Shareholders of African Energy Resources Limited will be held at Level 1, 8 Colin Street, West Perth on 18 August 2009 at 11am (Western Standard Time) and also via phone link with our registered office, Federal Trust Company Limited, Granite House, La Grande Rue, St Martin, Guernsey GY1 3 RS which will commence at 4am (Guernsey time) on 18 August 2009 for the purpose of transacting the following business.

The Explanatory Statement is to be read in conjunction with this Notice.

AGENDA

GENERAL BUSINESS

Resolution 1 - Ratification of Tranche I Placement

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

" That for the purposes of Listing Rule 7.4 of the Listing Rules of the ASX Limited and for all other purposes, the Company approves and ratifies the issue of 24,176,372 fully paid ordinary shares in the capital of the Company at 5 cents each to sophisticated investors and on the terms and conditions set out in the Explanatory Statement accompanying this Notice. "

Short Explanation: ASX Listing Rule 7.1 allows the Company to issue equity securities in any 12 month period representing up to 15% of its ordinary share capital on issue at the commencement of that period without Shareholder approval. By obtaining ratification of shareholders under ASX Listing Rule 7.4 to the issue of the securities to the allottees, the Company will obtain relevant approval for the purposes of ASX Listing Rule 7.1 and thereby refresh the Company's capacity to make future issues of securities up to the 15% threshold. Please refer to the Explanatory Statement for details.

The Company will disregard any votes cast on this Resolution by an allottee of the issue the subject of this Resolution and any associates of such an allottee. However, the Company will not disregard a vote cast on this Resolution if:

a) it is cast by an allottee as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or b) it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

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Resolution 2 – Approval of Tranche II Placement to Non Related Parties

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

" That, for the purposes of Listing Rule 7.1 of the Listing Rules of the ASX Limited and for all other purposes, approval is given for the Company to allot and issue up to 52,081,628 fully paid ordinary shares in the capital of the Company at 5 cents each to sophisticated investors and on the terms and conditions set out in the Explanatory Statement accompanying this Notice. "

Short Explanation: Under ASX Listing Rule 7.1, the Company may not issue or agree to issue equity securities in any 12 month period representing more than 15% of its ordinary share capital on issue at the commencement of that period without shareholder approval. Please refer to the Explanatory Statement for details.

The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity as a Shareholder, if this Resolution is passed and any associate of those persons. However, the Company need not disregard a vote case on this Resolution if:

a) it is cast by an allottee as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

b) it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

Resolution 3 – Approval of Tranche II Placement to Alasdair Cooke

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

" That for the purposes of Listing Rule 10.11 of the Listing Rules of the ASX Limited and for all other purposes, approval is given for the Company to allot and issue up to 4,000,000 fully paid ordinary shares in the capital of the Company at 5 cents each to Alasdair Cooke, a Director of the Company, (or his nominees) and on the terms and conditions set out in the Explanatory Statement accompanying this Notice. "

Short Explanation: Under the ASX Listing Rules an issue of securities to a director requires prior shareholder approval. Mr Alasdair Cooke is a Director of the Company and wishes to participate in the capital raising. For the purposes of ASX Listing Rule 10.11, shareholder approval is being sought to allow Mr Cooke (or his nominees) to be issued securities in the Company.

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The Company will disregard any votes cast on this Resolution by an allottee of the issue the subject of the resolution and any of its associates of such an allottee or any person who may obtain a benefit if this Resolution is passed other than in their capacity as a Shareholder. However, the Company will not disregard a vote cast on this Resolution if:

a) it is cast by an allottee as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• b) it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

Resolution 4 – Approval of Issue of Convertible Note

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

" That, for the purposes of Listing Rule 10.11 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to allot and issue one Convertible Note to Energy Ventures Limited which Convertible Note is convertible into fully paid ordinary shares in the capital of the Company and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice. "

Short Explanation: The ASX Listing Rules requires the Company to seek shareholder approval prior to the issue of securities to a related party. Energy Ventures holds 105,250,968 Shares in the Company representing 53% of the Company and as an entity that controls the Company is a related party of the Company for the purposes of the ASX Listing Rules.

The Company will disregard any votes cast on this Resolution by Energy Ventures and any of its associates or any person who may obtain a benefit if this Resolution is passed other than in their capacity as a holder of ordinary securities. However, the Company need not disregard a vote cast on this Resolution if:

• a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• 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.

Resolution 5 - Ratification of Options issued to Employees and Consultants

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

"That for the purposes of Listing Rule 7.4 of the Listing Rules of ASX Limited and for all other purposes, the Company approves and ratifies the issue on 1 July 2009 of 2,000,000 options to acquire fully paid ordinary shares in the capital of the Company issued on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

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Short Explanation: ASX Listing Rule 7.1 allows the Company to issue equity securities in any 12 month period representing up to 15% of its ordinary share capital on issue at the commencement of that period without Shareholder approval. By obtaining ratification of shareholders under ASX Listing Rule 7.4 to the issue of the options to employees and consultants, the Company will obtain relevant approval for the purposes of ASX Listing Rule 7.1 and thereby refresh the Company's capacity to make future issues of securities up to the 15% threshold. Please refer to the Explanatory Statement for details.

The Company will disregard any votes cast on this Resolution by persons who participated in the issue of Shares the subject of this Resolution and any associates of those persons. However, the Company will not disregard a vote cast on this Resolution if:

• (a) it is cast by an allottee as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

Resolution 6 – Grant of Options to Director - Dr Charles Tabeart

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

" That, for the purposes Listing Rule 10.11 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to grant to Dr Charles Tabeart (or his nominee) up to 1,000,000 options to acquire fully paid ordinary shares in the capital of the Company, to be granted on the terms and conditions set out in the Explanatory Statement accompanying this Notice. "

Short Explanation: The ASX Listing Rules requires the Company to seek shareholder approval prior to the issue of securities to a related party. Dr Tabeart as a director is a related party of the Company.

The Company will disregard any votes cast on this Resolution by Dr Tabeart and any of his associates or any person who may obtain a benefit if this Resolution is passed other than in their capacity as a holder of ordinary securities. However, the Company need not disregard a vote cast on this Resolution if:

• a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• 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.

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Resolution 7 – Grant of Options to Director - Mr Alasdair Cooke

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

" That, for the purposes Listing Rule 10.11 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to grant to Mr Alasdair Cooke (or his nominee) up to 400,000 options to acquire fully paid ordinary shares in the capital of the Company, to be issued on the terms and conditions set out in the Explanatory Statement accompanying this Notice. "

Short Explanation: The ASX Listing Rules requires the Company to seek shareholder approval prior to the issue of securities to a related party. Mr Cooke as a director is a related party of the Company.

The Company will disregard any votes cast on this Resolution by Mr Cooke and any of his associates or any person who may obtain a benefit if this Resolution is passed other than in their capacity as a holder of ordinary securities. However, the Company need not disregard a vote cast on this Resolution if:

a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• 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.

Resolution 8 – Grant of Options to Director - Mr Gregory Fry

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

" That, for the purposes Listing Rule 10.11 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to grant to Mr Gregory Fry (or his nominee) up to 700,000 options to acquire fully paid ordinary shares in the capital of the Company, to be issued on the terms and conditions set out in the Explanatory Statement accompanying this Notice. "

Short Explanation: The ASX Listing Rules requires the Company to seek shareholder approval prior to the issue of securities to a related party. Mr Fry as a director is a related party of the Company.

The Company will disregard any votes cast on this Resolution by Mr Fry and any of his associates or any person who may obtain a benefit if this Resolution is passed other than in their capacity as a holder of ordinary securities. However, the Company need not disregard a vote cast on this Resolution if:

a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

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.

African Energy Resources Limited Notice of General Meeting and Explanatory Statement

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Resolution 9 – Grant of Options to Director - Mr Valentine Chitalu

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

• " That, for the purposes Listing Rule 10.11 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to grant to Mr Valentine Chitalu (or his nominee) up to 100,000 options to acquire fully paid ordinary shares in the capital of the Company, to be issued on the terms and conditions set out in the Explanatory Statement accompanying this Notice. "

Short Explanation: The ASX Listing Rules requires the Company to seek shareholder approval prior to the issue of securities to a related party. Mr Chitalu as a director is a related party of the Company.

The Company will disregard any votes cast on this Resolution by Mr Chitalu and any of his associates or any person who may obtain a benefit if this Resolution is passed other than in their capacity as a holder of ordinary securities. However, the Company need not disregard a vote cast on this Resolution if:

• a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• 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.

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VOTING AND PROXIES

1. A Shareholder of the Company entitled to attend and vote, or is entitled to appoint one or more proxies to attend and vote at this Meeting. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.

2. The Directors have set a date to determine the identity of those entitled to attend and vote at the Meeting. The date is 16 August 2009 at 11am (Western Standard Time).

3. A proxy form is attached. If required it should be completed, signed and returned to the Company's registered office in accordance with the instructions on that form.

BY ORDER OF THE BOARD

Daniel Davis Company Secretary Dated: 31 July 2009

African Energy Resources Limited Notice of General Meeting and Explanatory Statement

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AFRICAN ENERGY RESOURCES LIMITED ARBN 123 316 781

EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the Notice.

The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

1. RESOLUTIONS 1 AND 2 – TRANCHE I AND TRANCHE II PLACEMENTS

Background

In accordance with the Company's ASX announcement of 27 July 2009, the Company by a placement of Shares has total funds committed of $4,000,000. The Shares have or will be issued to sophisticated investors entitled to accept offers of securities under section 708 of the Corporations Act.

24,176,372 Shares by the Tranche I placement have already been issued to investors under the Company's 15% placing capacity (and for which ratification is sought by this Notice under Resolution 1) whilst the commitments by investors to the Tranche II placement are subject to Shareholder approval by this Notice. These Tranche II placement Shares will be issued as soon as practicable after the passing of Resolutions 2 and 3.

Resolution 1

ASX Listing Rule 7.1 provides, subject to certain exceptions, without shareholder approval, a listed company must not issue equity securities where the number of equity securities proposed to be issued represents more than 15% of the company’s shares then on issue.

Listing Rule 7.4 provides that an issue of securities made without the approval under Listing Rule 7.1 is treated as having been made with approval if the issue of securities did not breach Listing Rule 7.1 (that is, the issue was within the Company's 15% capacity) and Shareholders subsequently approve it.

The Company issued 24,176,372 Shares under the Placement within its 15% capacity under Listing Rule 7.1. The Company now seeks Shareholder approval to ratify this issue and refresh the 15% capacity.

Listing Rule 7.5 provides that for Shareholders to approve an issue subsequently, the notice of meeting must include particular information. This information is as follows:

The number of securities allotted is 24,176,372 Shares.

The Shares were issued at an issue price of 5 cents each.

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The Shares are fully paid ordinary shares in the Company and rank equally with the Company's current issued Shares.

The allottees of the Shares were investors entitled to accept offers of securities under section 708 of the Corporations Act being sophisticated investors. None of the allottees are related parties of the Company.

• The Company intends to use the funds raised from the issue of Shares to Funds will be used to advance exploration on several high priority uranium targets located within Zambia and Botswana and for general working capital purpose.

Resolution 2

ASX Listing Rule 7.1 provides, subject to certain exceptions, without shareholder approval, a listed company must not issue equity securities where the number of equity securities proposed to be issued represents more than 15% of the company’s shares then on issue.

One circumstance where an issue is not taken into account in the calculation of this 15% threshold is where the issue has the prior approval of Shareholders in a general meeting.

The Company is seeking approval under Listing Rule 7.1 to issue 52,081,628 Shares to investors eligible under section 708 of the Corporations Act.

ASX Listing Rule 7.3 sets out the matters which must be included in the notice of meeting convened to seek shareholder approval under ASX Listing Rule 7.1.

For the purposes of ASX Listing Rule 7.3, the following information is provided to Shareholders in relation to Resolution 2.

• (a) The maximum number of securities to be issued by the Company is 52,081,628 Shares.

• (b) The Shares will be issued no later than 1 month after the date of this Meeting (or a later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).

• (c) The issue price of the Shares is 5 cents each.

• (d) The allottees of the Shares are investors entitled to accept offers of securities under section 708 of the Corporations Act being sophisticated investors. None of the allottees are related parties of the Company.

• (e) The Company intends to use the funds raised from the issue of Shares to advance exploration on several high priority uranium targets located within Zambia and Botswana and for general working capital purposes.

• (f) It is intended that the Shares will be allotted on one date.

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2. RESOLUTION 3 – PARTICIPATION IN PLACEMENT BY ALASDAIR COOKE

Resolution 3 seeks Shareholder approval for Alasdair Cooke as a director of the Company (or his nominees) to participate in the placement capital raising by the Company issuing to him (or his nominees) up to a total of 4,000,000 Shares.

ASX Listing Rule 10.11 requires the Company to obtain shareholder approval prior to the issue of securities to a related party. Mr Cooke as a Director of the Company is a related party of the Company. Accordingly, the Company must obtain Shareholder approval pursuant to ASX Listing Rule 10.11.

Approval pursuant to ASX Listing Rule 7.1 is not required as approval is being obtained under ASX Listing Rule 10.11. Shareholders should note that the issue of the securities will not be included in the 15% calculation of the purposes of ASX Listing Rule 7.1.

ASX Listing Rule 10.13 sets out the matters which must be included in the notice of meeting convened to seek shareholder approval under ASX Listing Rule 10.11.

For the purposes of ASX Listing Rule 10.13, the following information is provided to Shareholders in relation to Resolution 3:

The Shares will be issued to Alasdair Cooke (or his nominees).

The maximum number of securities the Company will issue is 4,000,000 Shares.

• The Shares will be issued no later than 1 month after the date of this Meeting (or a later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).

• The issue price of the Shares is 5 cents each and the Shares will be fully paid ordinary shares in the Company and will rank equally with the Company's current issued Shares.

• (a) The Company intends to use the funds raised from the issue of Shares to advance exploration on several high priority uranium targets located within Zambia and Botswana and for general working capital purposes.

3. RESOLUTION 4 – APPROVAL TO ISSUE CONVERTIBLE NOTE

Resolution 4 seeks shareholder approval for the issue of one convertible note to Energy Ventures Limited.

Background

Since the Company listed on the ASX on 17 April 2007, the Company has had the benefit of an unsecured loan in the amount of $617,897.82 from its parent entity Energy Ventures. Under the arrangement, the Company was not required to pay any interest on the loan and in the absence of repayment provisions, the loan was repayable on reasonable notice by Energy Ventures.

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The Company and Energy Ventures wish to document the loan. In this process the parties have, subject to shareholder approval, agreed that the loan will now take the form of a convertible note.

On 28 May 2009, the Company entered into a Convertible Note deed with Energy Ventures whereby the Company agreed to issue one convertible note to Energy Ventures subject to Shareholder approval.

Shareholder approval is required for the purposes of ASX Listing Rule 10.11 because Energy Ventures holds 105,250,968 Shares, representing 53% of the Shares in the Company and by its ability to control the Company, Energy Ventures is therefore, a related party of the Company for the purposes of the ASX Listing Rules. The Company is a foreign company so far as the operation of the Australian Corporations Act is concerned.

The ASX Listing Rules set out a number of regulatory requirements that must be satisfied in relation to this Resolution. These requirements are set out below.

ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a related party of the Company. For the purposes of ASX Listing Rule 10.11, Energy Ventures, being an entity which controls the Company, is a related party of the Company.

Accordingly, in order to issue the convertible note the subject of Resolution 4 to Energy Ventures (or its nominee), the Company must obtain Shareholder approval pursuant to ASX Listing Rule 10.11.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Convertible Note to Energy Ventures as approval is being obtained under ASX Listing Rule 10.11. Shareholders should note that the issue of the Convertible Note to Energy Ventures will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

ASX Listing Rule 10.13 sets out a number of matters which must be included in the Notice of Meeting convened to consider Shareholder approval under ASX Listing Rule 10.11.

For the purposes of ASX Listing Rule 10.13, the following information is provided to Shareholders in relation to Resolution 4. This information is as follows:

The equity security will be issued to Energy Ventures (or its nominee).

The equity security to be issued is one Convertible Note.

• The Convertible Note will be issued no later than one (1) month after the date of this Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).

• Energy Ventures holds 105,250,968 Shares representing 53% of the issued Shares of the Company giving Energy Ventures a controlling interest in the Company and

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therefore, Energy Ventures is a related party of the Company for the purposes of the ASX Listing Rules.

The Convertible Note will be issued with a face value of $617,897.82 which is deemed to be received by the application of the existing loan moneys of $617,897.82 by the Company towards the subscription price of the Convertible Note. All Shares issued upon conversion of the Convertible Note will rank equally with the Company's existing issued Shares.

There will be no funds raised by the issue of the Convertible Note.

3.1 Terms of Convertible Note

The material terms of the Convertible Note are as follows:

• Issue Price – One Convertible Note will be issued with a face value of $617,897.82, which is deemed to be received by the application of the existing loan moneys of $617,897.82 by the Company towards the subscription price of the Convertible Note.

• Conversion Price – Energy Ventures may convert the Convertible Note (with a face value of $617,897.82) into the number of Shares equal to $617,897.82 divided by the volume average weighted price of the closing price of the Company's Shares trading on the ASX for 45 days immediately prior to the date of a conversion notice.

For example, if the volume average weighted price of the closing price of the Company's Shares for the relevant 45 day period is 5 cents, the number of Shares to be issued upon conversion of the whole of the face value of the Convertible Note is 12,357,956 Shares. If 7 cents is the relevant price, the Shares to be issued would be 13,112,826 Shares.

Maturity Date – The Convertible Note will mature 12 months from the date of execution of the Convertible Note Deed.

• Interest – Until the Convertible Note is converted into Shares or redeemed, the Convertible Note will earn a fixed rate of interest of 8% per annum. Interest accrues daily and is payable quarterly in arrears.

• Conversion – Energy Ventures may convert the Convertible Note into Shares at the Maturity Date being 12 months from the date of execution of the Convertible Note Deed or earlier, if there is a takeover bid, a change in control in respect of the Company or a sale of the Company's main undertaking and Energy Ventures elects to convert the Convertible Note into Shares.

• Ranking on Conversion – Each Share issued on conversion will rank equally with all existing Shares then on issue.

• Redemption Date – If the Convertible Note is not converted prior to the Maturity Date (being 12 months from the date of execution of the Convertible Note Deed) the Convertible Note will be automatically redeemed at that date.

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• Early Redemption Rights – Energy Ventures may elect to redeem the Convertible Note at any time prior to the Maturity Date if a prescribed event of default occurs or following a notice from the Company advising Energy Ventures of a change of control in respect of the Company or of a takeover or of the sale of the Company's main undertaking. The Company has the right to redeem the Convertible Note at any time prior to the Maturity Date.

• Participation Rights – If there is a reconstruction (including, consolidation, subdivision, reduction or return) of the issued capital of the Company, the basis for conversion of the Convertible Note will be reconstructed in the same proportion as the issued capital of the Company is reconstructed and in a manner which will not result in any additional benefits being conferred on Energy Ventures which are not conferred on Shareholders of the Company, (subject to the same provisions with respect to rounding of entitlements as sanctioned by the meeting of shareholders approving the reconstruction of capital) but in all other respects the terms for conversion of the Convertible Note will remain unchanged. The adjustments will, subject to the ASX Listing Rules, be determined by the Company.

Security – The Convertible Note will not be secured over the Company's assets.

Although the related party provisions of the Australian Corporations Act do not apply to the Company as a foreign company, the Company has provided a similar style of information to Shareholders as if these provisions applied.

The independent Directors of the Company (Dr Tabeart, Mr Fry and Mr Chitalu) recommend Shareholders vote for Resolution 4 because the Convertible Note effectively guarantees the extension of the loan for a further 12 month period at a commercial rate of interest. The loan can be repaid at any point during the 12 month period at the Company’s discretion.

Messrs Cooke and Curnow are directors of both the Company and Energy Ventures and as such abstain from making any recommendation to Shareholders.

4. RESOLUTION 5 – RATIFICATION OF OPTIONS ISSUED TO EMPLOYEES AND CONSULTANTS

On 1 July 2009, the Company issued 2,000,000 Options to acquire fully paid ordinary shares in the capital of the Company to employees and consultants of the Company using the Company's 15% placement capacity pursuant to ASX Listing Rule 7.1.

Resolution 5 seeks to ratify this issue of Options.

ASX Listing Rules 7.1 and 7.4

Details about the ASX Listing Rule requirements regarding Listing Rule 7.1 and 7.4 are set out in section 1 above.

The Company seeks Shareholder approval for the purposes of ASX Listing Rules 7.1 and 7.4 by ratification in order to renew the Company's capacity to issue up to 15% of the securities of the Company on issue in a 12 month period. The Company is requesting Shareholders to ratify the issue of 2,000,000 Options to employees and consultants of the Company.

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For the purposes of ASX Listing Rule 7.5, the following information is provided to Shareholders:

The number of Options allotted was 2,000,000 Options.

The Options were issued for nil consideration.

• The Options have an exercise price of 8.5 cents each and an expiry date of 30 June 2012. For each allottee of the Options, 50% of the Options will vest on 31 December 2009 and the remaining 50% of the Options will vest on 31 December 2010 providing, each allottee is continuously employed or engaged (as the case may be) by the Company up until 31 December 2010. Otherwise, the full terms of the Options are set out in Annexure 1.

The Options were issued to employees and consultants of the Company.

No funds were raised from the issue of Options.

5. RESOLUTIONS 6, 7, 8 AND 9 – GRANT OF OPTIONS TO DIRECTORS - MESSRS CHARLES TABEART, ALASDAIR COOKE, GREGORY FRY and MR VALENTINE CHITALU

Resolutions 6, 7, 8 and 9 seek Shareholder approval for the Company to grant up to 1,000,000 Options to Dr Charles Tabeart (or his nominee), up to 400,000 Options to Mr Alasdair Cooke (or his nominee), up to 700,000 Options to Mr Gregory Fry (or his nominee) and up to 100,000 Options to Mr Valentine Chitalu (or his nominee).

Dr Tabeart is the Managing Director of the Company, Mr Cooke is the Executive Chairman of the Company, Mr Fry is an executive Director of the Company and Mr Chitalu is a non-executive Director of the Company.

Although the related party provisions of the Australian Corporations Act do not apply to the Company as a foreign company, the Company is providing similar style of information to Shareholders as if these provisions applied.

The Party to whom the Proposed Resolution would permit the Financial Benefit to be given

The parties are Dr Charles Tabeart or his nominee (by Resolution 6), Mr Alasdair Cooke or his nominee (by Resolution 7), Mr Gregory Fry or his nominee (by Resolution 8) and Mr Valentine Chitalu or his nominee (by Resolution 9).

The Nature of the Financial Benefit

The proposed financial benefit to be given is up to 1,000,000 Options to Dr Tabeart (or his nominee), up to 400,000 Options to Mr Cooke (or his nominee), up to 700,000 Options to Mr Fry (or his nominee) and up to 100,000 Options to Mr Chitalu (or his nominee).

The terms of the Options proposed to be given are set out in Annexure 1.

The Options will be granted within one month of the Meeting.

African Energy Resources Limited Notice of General Meeting and Explanatory Statement

Page 16

Directors recommendation and basis for the financial benefit

The Board currently consists of Mr Alasdair Cooke (executive Chairman), Dr Charles Tabeart (managing Director), Gregory Fry (executive Director), Mr Michael Curnow (non-executive Director) and Mr Valentine Chitalu (non-executive Director).

By Resolutions 6, 7, 8 and 9, Options are proposed to be given to 4 of the Directors of the Company. In each case the number of Options to be granted to the respective Director and the terms of the Options were negotiated by the Directors independent of that particular Director (being all the other Directors).

The purpose of the Options is to give each of Messrs Tabeart, Cooke, Fry and Chitalu incentive to provide dedicated ongoing commitment and effort to the Company and further align their interests with that of Shareholders.

The independent Directors in each case consider the particular number and terms of the Options to be granted to each of Messrs Tabeart, Cooke, Fry and Chitalu constitute an appropriate number to adequately incentivise each of them in light of their skill, experience and reputation and when considered together with their other remuneration as Directors (as detailed below). The independent Directors in each case thereby recommend that Shareholders vote in favour of the Resolutions.

Dr Tabeart abstains from making a recommendation to Shareholders as to Resolution 6 as he has a material personal interest in the outcome of Resolution 6 being the recipient of the Options.

Mr Cooke abstains from making a recommendation to Shareholders as to Resolution 7 as he has a material personal interest in the outcome of Resolution 7 being the recipient of the Options.

Mr Fry abstains from making a recommendation to Shareholders as to Resolution 8 as he has a material personal interest in the outcome of Resolution 8 being the recipient of the Options.

Mr Chitalu abstains from making a recommendation to Shareholders as to Resolution 9 as he has a material personal interest in the outcome of Resolution 9 being the recipient of the Options.

Dilution

The passing of Resolutions 6, 7, 8, and 9 will have the effect of granting Messrs Tabeart, Cooke, Fry and Chitalu (or their nominees) up to 2,200,000 Options on the terms and conditions set out in Annexure 1.

If any Options granted as proposed above are exercised, the effect would be to dilute the shareholding of existing Shareholders. The market price of the Company's Shares during the period of the Options will normally determine whether or not option holders exercise the Options. At the time any Options are exercised and Shares are issued pursuant to the exercise of the Options, the Company's Shares may be valued at a price that is higher than the exercise price of the Options.

African Energy Resources Limited Notice of General Meeting and Explanatory Statement

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If all of the 2,200,000 Options that may be issued under Resolutions 6, 7, 8, and 9 were exercised, the effect would be to dilute the shareholding of existing Shareholders by approximately 1.24% based on the current number of Shares of 174,509,152 (undiluted).

Total Remuneration Package of Messrs Tabeart, Cooke, Fry and Chitalu

The remuneration received by Dr Tabeart is $300,000 per annum.

The remuneration received by Mr Cooke is $100,000 per annum.

The remuneration received by Mr Fry is $150,000 per annum.

The remuneration received by Mr Chitalu is $30,000 consisting of a director's fee.

Existing Relevant Interest

Dr Tabeart currently has an existing relevant interest in 1,345,714 Shares and 1,972,824 Options with an exercise price of 31.25 cents each and expiring on 30 June 2012.

Mr Cooke currently has an existing relevant interest in 7,252,938 Shares and 1,187,652 Options with an exercise price of 31.25 cents each and expiring on 30 June 2012.

Mr Fry currently has an existing relevant interest in 1,593,385 Shares and 818,160 Options with an exercise price of 31.25 cents each and expiring on 30 June 2012.

Mr Chitalu currently has an existing relevant interest in 89,048 Shares and 899,736 Options with an exercise price of 31.25 cents each and expiring on 30 June 2012.

Trading History

The following table gives details of the highest, lowest and the latest closing price of the Company's Shares trading on the ASX over the last 12 months.

	Date	Closing Price
Highest Price	22 August, 2008	$0.15
Lowest Price	16 December, 2008	$0.01
Latest Price	30 July, 2009	$0.07

African Energy Resources Limited Notice of General Meeting and Explanatory Statement

Page 18

Valuation of Options

The Company has valued the Options to be issued to Messrs Tabeart, Cooke, Fry and Chitalu (or their nominees) by reference to the Black and Scholes option pricing model based on the following assumptions:

Input	Input		Note
Underlying security spot price		5.3 cents	1
Exerciseprice		8.5 cents
Dividend rate		-	2
Standard deviation of returns (annualised) / volatility rate		310.36%	3
Risk free rate		3.15%	4
ExpiryDate		30 June 2012
Note 1	In accordance with accounting standards, the underlying security spot price used for the purposes of this valuation is based on the closing price of Shares immediately preceding the valuation date of 2 July 2009 which was 5.3 cents.
Note 2	As at the date of the valuation, the Company had not forecast any future dividend payments. For the purposes of the valuation it is therefore assumed that the Company's share price is "ex-dividend", If dividend payments were forecast, the value of the Options would be reduced.
Note 3	The anticipated standard deviation over the life of the Options is based on the volatility of the Company's Share price from 3 July 2009 to 2 July 2009.
Note 4	The risk free rate of 3.15%.

Based on the above assumptions, the Options have been valued as follows:

	Number of Options	Value per Option (cents)
Dr Tabeart	1,000,000	5.1
Mr Cooke	400,000	5.1
Mr Fry	700,000	5.1
Mr Chitalu	100,000	5.1

African Energy Resources Limited Notice of General Meeting and Explanatory Statement

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Other Information

The Directors are not aware of any other information that is reasonably required by Shareholders to allow them to make a decision as to whether it is in the best interests of the Company to pass Resolutions 6, 7, 8, and 9.

ASX Listing Rule 10.11

Shareholder approval is required for the purposes of ASX Listing Rule 10.11 because Messrs Tabeart, Cooke, Fry and Chitalu as directors of the Company are each related parties of the Company for the purposes of the ASX Listing Rules.

ASX Listing Rule 10.11 requires a company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a related party of the Company. For the purposes of ASX Listing Rule 10.11, Messrs Tabeart, Cooke, Fry and Chitalu, as Directors of the Company, are each related parties of the Company.

Accordingly, in order to grant the Options the subject of Resolutions 6, 7, 8, and 9 to Messrs Tabeart, Cooke, Fry and Chitalu (or their nominees), the Company must obtain Shareholder approval pursuant to ASX Listing Rule 10.11.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to grant the Options to Messrs Tabeart, Cooke, Fry and Chitalu as approval is being obtained under ASX Listing Rule 10.11. Shareholders should note that the issue of Options to Messrs Tabeart, Cooke, Fry and Chitalu will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

ASX Listing Rule 10.13 sets out a number of matters which must be included in the Notice of Meeting convened to consider Shareholder approval under ASX Listing Rule 10.11.

For the purposes of ASX Listing Rule 10.13, the following information is provided to Shareholders in relation to Resolutions 6, 7, 8, and 9. This information is as follows:

• (a) Up to 1,000,000 Options will be issued to Dr Tabeart (or his nominee), up to 400,000 Options will be issued to Mr Cooke (or his nominee), up to 700,000 Options will be issued to Mr Fry (or his nominee) and up to 100,000 Options to Mr Chitalu (or his nominee).

• The maximum number of Options the Company will grant to Messrs Tabeart, Cooke, Fry and Chitalu (or their nominees) is 2,200,000 Options.

• The Options will be issued no later than one (1) month after the date of this Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).

• The Options the subject of Resolutions 6, 7, 8, and 9 will be issued for nil cash consideration. For each of Messrs Tabeart, Cooke, Fry and Chitalu, 50% of the Options will vest on 31 December 2009 and the remaining 50% of the Options will vest on 31 December 2010 providing Messrs Tabeart, Cooke, Fry and Chitalu, remain as directors of, or are engaged by, the Company until 31 December 2010. Otherwise, the full terms of the Options are set out in Annexure 1.

African Energy Resources Limited Notice of General Meeting and Explanatory Statement

Page 20

There will be no funds raised by the grant of the Options to Messrs Tabeart, Cooke, Fry and Chitalu (or their nominees).

The purpose of the grant of Options to Messrs Tabeart, Cooke, Fry and Chitalu is to give them an incentive to provide dedicated and ongoing commitment and effort to the Company. The Company acknowledges the issue of Options to Mr Chitalu as a non-executive Director is contrary to the guidelines for non-executive remuneration in recommendation 8.2 of the ASX Corporate Governance Principles and Recommendations. However, the Board considers the grant of the Options to be reasonable in the circumstances given the Company's size and stage of development and the importance of maintaining the Company's cash reserves.

African Energy Resources Limited Notice of General Meeting and Explanatory Statement

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AFRICAN ENERGY RESOURCES LIMITED ARBN 123 316 781

GLOSSARY

In this Explanatory Statement, the following expressions have the following meanings:

" Articles " means the Articles of Association of the Company.

" ASX " means the ASX Limited (ABN 98 008 624 691).

" ASX Listing Rules " or " Listing Rules " means the listing rules of ASX.

" Board " means the board of directors of the Company.

" Company " means African Energy Resources Limited (ARBN 123 316 781).

" Convertible Note " means a convertible note issued by the Company and convertible into Shares.

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

" Energy Ventures " means Energy Ventures Limited (ABN 89 106 523 611).

" Explanatory Statement " means this explanatory statement.

" Meeting " means the meeting convened by this Notice.

" Notice " means the notice of meeting that accompanies this Explanatory Statement.

" Option " means an option to subscribe for a Share.

" Resolution " means a resolution contained in the Notice.

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

" Shareholder " means a registered holder of Shares in the Company.

" WST " means Western Standard Time, Perth, Western Australia.

African Energy Resources Limited Notice of General Meeting and Explanatory Statement

Page 22

ANNEXURE 1 TERMS OF OPTIONS – RESOLUTIONS 5, 6, 7, 8, and 9

The terms of the issue of the Options are:

1. The Options will be issued for no consideration.

2. Each Option entitles the holder to one Share in the Company.

3. The exercise price of the Options is 8.5 cents each.

4. The expiry date of the Options is 30 June 2012.

5. The Options will vest for the allottee:

6. (a) 50% to vest on 31 December 2009; and

7. (b) 50% to vest on 31 December 2010.

assuming continuous employment or engagement with the Company up until the second tranche vesting date.

1. If the holder ceases to be a director, officer, employee or engaged consultant of the Company, then unless an agreement is reached with the Board of Directors:

2. (a) any Options that are then exercisable may be exercised within the next 21 days, failing which they lapse; and

3. (b) any Options that are not then exercisable, automatically lapse.

5. The Options are not transferable except with the prior consent of the Board.

6. The Company will provide to each Option holder a notice that is to be completed when exercising the Options (" Notice of Exercise "). Subject to any vesting criteria, Options may be exercised by the Option holder in whole or in part by completing the Notice of Exercise and forwarding the same to the secretary of the Company to be received prior to the expiry date. The Notice of Exercise must state the number of Options exercised, the consequent number of Shares to be allotted and the identity of the proposed allottee. The Notice of Exercise by an Option holder must be accompanied by payment in full for the relevant number of Shares being subscribed, being an amount of the exercise price per Share.

7. All Shares issued upon the exercise of the Options will rank pari passu in all respects with the Company's then issued Shares. The Company must apply within 7 business days or the time period specified by the relevant stock exchange after the date of issue to the relevant exchange for all Shares issued pursuant to the exercise of Options to be admitted to quotation.

8. There are no participating rights or entitlements inherent in the Options and the holders will not be entitled to participate in new issues of capital to Shareholders during the currency of the Options. However, the Company will ensure, for the purposes of determining entitlements to any issue, that Option holders will be notified of a proposed

African Energy Resources Limited Notice of General Meeting and Explanatory Statement

Page 23

issue after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in such issues.

1. In the event of any reconstruction (including consolidation, subdivisions, reduction or return) of the authorised or issued capital of the Company, all rights of the option holder shall be reconstructed (as appropriate) in accordance with the rules of the stock exchange that the Company is listed on.

2. If from time to time on or prior to the Expiry Date the Company makes a bonus issue of securities to holders of Shares in the Company (" Bonus Issue "), then upon exercise of his or her Options a holder will be entitled to have issued to him or her (in addition to the Shares which he or she is otherwise entitled to have issued to him or her upon such exercise) that number of securities which would have been issued to him or her under that bonus issue if the Options had been exercised before the record date for the Bonus Issue.

3. In the event of any pro-rata issue of securities (except a Bonus Issue) the exercise price of the Options will be adjusted to reflect the change in accordance with the Listing Rules of the relevant stock exchange.

4. Notwithstanding any vesting criteria imposed on the Options, all Options may be exercised by the Option holder:

5. (a) at any time after a Change of Control Event has occurred; or

6. (b) if a court orders a meeting to be held concerning a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company; or

7. (c) during an Offer Period.

For the purposes of this clause a " Change of Control Event " means a Shareholder, or group of associated Shareholders, being entitled to sufficient Shares in the Company to give it or them the ability, and that ability is successfully exercised, to replace all or a majority of the Board.

For the purposes of this clause an " Offer Period " means the offer period in section 624 of the Corporations Act.

African Energy Resources Limited Notice of General Meeting and Explanatory Statement

Page 24

AFRICAN ENERGY RESOURCES LIMITED ARBN 123 316 781

Proxy form

APPOINTMENT OF PROXY AFRICAN ENERGY RESOURCES LIMITED ARBN 123 316 781

I/We

being a member of African Energy Resources Limited entitled to attend and vote at the Meeting, hereby

Appoint

Name of Proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting to be held at Level 1, 8 Colin Street, West Perth on 18 August 2009 at 11am (WST) and at any adjournment thereof.

Voting on Business of the General Meeting

			FOR	AGAINST	ABSTAIN
Resolution	1	Ratification of Tranche I Placement
Resolution	2	Approval of Tranche II Placement
Resolution	3	Approval of Tranche II Placement to Alasdair Cooke
Resolution	4	Approval of Issue of Convertible Note
Resolution	5	Ratification of Options issued to employees and
		consultants
Resolution	6	Grant of Options to Director – Charles Tabeart
Resolution	7	Grant of Options to Director – Alasdair Cooke
Resolution	8	Grant of Options to Director – Gregory Fry
Resolution	9	Grant of Options to Director – Valentine Chitalu

If the chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in the box. By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the Resolution and that the votes cast by the Chair of the meeting for those Resolutions other than as proxy holder will be disregarded because of that interest. The Chair intends to vote any such undirected proxies in favour of all Resolutions. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the Resolution and your votes will not be counted in calculating the required majority if a poll is called on the Resolution.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your Shares are not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is

%

Please return this Proxy Form to the Company Secretary, African Energy Resources Limited, Level 1, 8 Colin Street, West Perth, Western Australia, 6005 or by fax to +61 8 6465 5599 by 11am (Western Standard Time) on 16 August 2009.

Signed this day of 2009

By:

Individuals and joint holders Signature Signature Signature	Companies (affix common seal if appropriate)
	Director
	Director/Secretary
Signature	Sole Director and Sole Secretary

African Energy Resources Limited ARBN 123 316 781

Instructions for Completing Proxy Form

1. A shareholder of the Company who is entitled to attend and vote at a general meeting of shareholders is entitled to appoint one or more proxy to attend and vote at the Meeting. Where more than one proxy is appointed, such proxy must be allocated a proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

2. A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.

3. The proxy form must be signed personally by the Shareholder or his attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed under either the common seal of the corporation or under the hand of an officer of the corporation or its duly authorised attorney.

4. Completion of a Proxy Form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

5. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

6. To be effective, forms to appoint proxies and the power of attorney or other authority (if any) under which it is signed must be deposited with the Company at its registered office not less than 48 hours before the time appointed for the holding of this Meeting, that is by 11am WST on 16 August 2009 by post or fax.

Registered Office: Level 1 8 Colin Street WEST PERTH WA 6005

Fax Number: +61 8 6465 5599