ALTAMIN LIMITED — AGM Information 2011

Oct 16, 2011

NOTICE OF ANNUAL GENERAL MEETING

PROXY FORM AND EXPLANATORY MEMORANDUM

DATE OF MEETING ThURsDAY, 17 NOvEMBER 2011

TIME OF MEETING 4.00PM WsT

PLACE OF MEETING

sUITE 6, LEvEL 2, 20 KINGs PARK ROAD, WEsT PERTh, WEsTERN AUsTRALIA

This Notice of Annual General Meeting and Explanatory Memorandum 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 without delay.

energy for the future

NOTICE Is hEREBY GIvEN that an Annual General Meeting (“AGM”) of the Shareholders of Energia Minerals Limited (“Company”) will be held at Suite 6, Level 2, 20 Kings Park Road, West Perth, Western Australia on Thursday, 17 November 2011 at 4.00pm WST.

An Explanatory Memorandum containing information in relation to each of the following Resolutions accompanies this Notice of Annual General Meeting.

Please note terms used in the Resolutions contained in this Notice of Annual General Meeting have the meaning given to them in the glossary contained in the Explanatory Memorandum.

BUsINEss

1. Financial Report

To receive and consider the Financial Statements, Directors’ Report (including the remuneration report) and Auditor’s Report for the Company and its controlled entities for the year ended 30 June 2011.

Note: There is no requirement for shareholders to approve these reports.

ORDINARY BUSINESS – RESOLUTIONS

2. Resolution 1 – Adoption of Remuneration Report

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

“That for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 30 June 2011 be adopted.”

Note: This resolution is advisory only and does not bind the directors or the Company.

Voting Prohibition: In accordance with the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by or on behalf of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person described above may cast a vote on Resolution 1 if the person:

• (a) does so as a proxy appointed by writing that specifies how the proxy is to vote on this resolution; and

• (b) the vote is not cast on behalf of a person described in sub-paragraphs (a) and (b) above.

3. Resolution 2 – Re-Election of Mr Ian Walker as a Director

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

“That Mr Ian Walker, who retires as a Director of the Company in accordance with Clause 78 of the Company’s constitution and, being eligible, offers himself for re-election, be and is hereby re-elected as a Director of the Company.”

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NOTICE OF ANNUAL GENERAL MEETING

4. Resolution 3 – Election of Dr Leigh Bettenay as a Director

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

“That Dr Leigh Bettenay, who was appointed as a Director on 2 March 2011, retires as a Director of the Company in accordance with Clause 81.2 of the Company’s constitution and, being eligible, offers himself for re-election, be and is hereby re-elected as a Director of the Company.”

5. Resolution 4 – Approval of 2011 Employee Incentive Plan

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

“That for the purposes of Exception 9(b) of Listing Rule 7.2 of the ASX Listing Rules and for all other purposes, approval is given for the Company to adopt an employee incentive scheme to be called “2011 Employee Incentive Plan” (“Plan”), a summary of which is contained in the Explanatory Memorandum.”

Voting Prohibition In accordance with the Corporations Act, a vote on Resolution 4 must not be cast by a person appointed as a proxy if:

(a) the proxy is either:

i. a member of the Key Management Personnel for the Company; or

ii a Closely Related Party of a member of the Key Management Personnel for the Company; and (b) the appointment does not specify the way the proxy is to vote on Resolution 4. However, the above prohibition does not apply if:

• (a) the proxy is the chair of the meeting; and

(b) the appointment expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

Voting Exclusion: In accordance with ASX Listing Rule 7.2, Exception 9(b), and without limiting the voting prohibition set out above, the Company will also disregard any votes cast on Resolution 4 by or on behalf of a Director and an associate of a Director (except a Director who is ineligible to participate in any employee incentive scheme of the Company or any associate of such Director). However, the Company need not disregard a vote if it is cast by a person as proxy for another person who is entitled to vote, in accordance with the direction on the proxy form, or the vote 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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6. Resolution 5 – Issue of Options to Leigh Bettenay under the Plan

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

“Subject to Resolution 3 and 4 being passed, that, for the purposes of section 208 of the Corporations Act and Listing Rule 10.14 and for all other purposes, the shareholders approve the issue of 750,000 Options under the terms of the Plan on the terms and conditions set out in the attached Explanatory Memorandum to Dr Leigh Bettenay (or his nominee or nominees) .”

Voting Prohibition In accordance with the Corporations Act, a vote on Resolution 5 must not be cast by a person appointed as a proxy if:

• (a) the proxy is either:

• i. a member of the Key Management Personnel for the Company; or

• ii a Closely Related Party of a member of the Key Management Personnel for the Company; and

• (b) the appointment does not specify the way the proxy is to vote on Resolution 5. However, the above prohibition does not apply if:

• (a) the proxy is the chair of the meeting; and

• (b) the appointment expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

Voting Exclusion: In accordance with ASX Listing Rule 10.14, and without limiting the voting prohibition set out above, the Company will disregard any votes cast on Resolution 5 by Dr Bettenay and any associate of Dr Bettenay. However, the Company need not disregard a vote if it is cast by a person as proxy for another person who is entitled to vote, in accordance with the direction on the proxy form, or the vote 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.

By Order of the Board

Jamie Armes Company Secretary 17 October 2011

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PROXIEs

1. A Proxy Form is enclosed with this Notice of Annual General Meeting.

2. A member may appoint not more than 2 proxies. A proxy need not be a member.

3. Where a member appoints 2 proxies and does not specify the proportion or number of the member’s votes each proxy may exercise half of the member’s rights.

4. An instrument appointing a proxy may not be treated as valid unless the instrument, and the power of attorney or other authority (if any) under which the instrument is signed or proof of the power or authority to the satisfaction of the directors is or are deposited at the Company’s registered office not less than 48 hours before the time for the holding of the particular meeting or adjourned meeting as the case may be at which the person named in the instrument proposes to vote.

5. Proxy forms (and the power of attorney, if any, under which the proxy form is signed) must be received by the Company no later than 48 hours before the time fixed for holding the meeting. Proxy forms can be delivered:

6. a) In person to the Company’s registered office Level 2, 20 Kings Park Road, West Perth, Western Australia 6005;

7. b) In person to Security Transfer Registrars Pty Ltd, Alexandrea House, Suite 1, 770 Canning Highway, Applecross, Western Australia 6153;

8. c) Post to Security Transfer Registrars Pty Ltd, PO Box 535, Applecross, Western Australia 6953, or

9. d) Facsimile to Security Transfer Registrars Pty Ltd on facsimile number (08) 9315 2233.

10. An instrument appointing a proxy must be in writing under the hand of the appointor or of the appointor’s attorney duly authorised in writing or, if the appointer is a body corporate, by a director jointly with either another director or company secretary or if the company has only a sole director by the sole director, or by the company’s duly authorised attorney.

11. Recent changes to the law have impacted on the way proxies vote at company meetings. Broadly, these changes include that:

12. a) if a proxy holder votes, they must cast all directed proxies as directed; and

13. b) any directed proxies which are not voted will automatically default to the Chairman who must vote the proxies as directed.

14. The Chairman will vote undirected proxies in favour of Resolutions 2 and 3. In respect of Resolutions 1, 4 and 5, Shareholders should refer to the important information below under the heading “Important information concerning proxy votes on Resolutions 1, 4 and 5”.

Please consult your professional adviser for further details.

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IMPORTANT INFORMATION CONCERNING PROXY vOTEs ON REsOLUTIONs 1, 4, AND 5

The Corporations Act now places certain restrictions on the ability of Key Management Personnel and their Closely Related Parties to vote on the advisory resolution to adopt the Company’s Remuneration Report and resolutions connected directly or indirectly with the remuneration of the Company’s Key Management Personnel. At this year’s Annual General Meeting, the new laws will impact on Resolutions 1, 4 and 5.

For these reasons, Shareholders are encouraged to direct their proxy as to how to vote on all resolutions. If you do not do so, you risk your vote not being cast.

Undirected proxies held by Key Management Personnel or their Closely Related Parties will not be voted on Resolutions 1, 4 and 5.

Similarly, undirected proxies held by the Chairman will not be voted on Resolutions 1, 4 and 5 unless you mark the box indicated on the proxy form . Marking this box will constitute an express authorisation by you directing the Chairman to vote your proxy in favour of all of Resolutions 1, 4 and 5 (unless you have exercised your right to direct the Chairman otherwise by marking the ‘against’ column in respect of one or all of the relevant resolutions). This express authorisation acknowledges that the Chairman may vote your proxy even if he or she has an interest in the outcome of Resolutions 1, 4 and 5 and that votes cast by the Chairman for those resolutions, other than an authorised proxy holder, will be disregarded because of that interest.

vOTING ENTITLEMENTs

For the purposes of section 1074E(2) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that the shareholding of each person for the purposes of determining entitlements to attend and vote at the meeting will be the entitlement of that person set out in the Company’s register as at 4.00pm WST on Tuesday, 15 November 2011. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the meeting.

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting of the Company to be held at Suite 6, Level 2, 20 Kings Park Road, West Perth, Western Australia on Thursday, 17 November 2011 at 4.00pm WST.

The Directors recommend Shareholders read this Explanatory Memorandum and the Notice of Annual General Meeting in full before making any decision in relation to the Resolutions. Terms used in this Explanatory Memorandum will, unless the context otherwise requires, have the meaning given to them in the glossary contained in this Explanatory Memorandum.

1. ANNUAL REPORT 2011

Section 317 of the Corporations Act requires the directors of the Company to lay before the Meeting the Financial Statements, Directors’ Report (including the Remuneration Report) and the Auditor’s report for the last financial year that ended before the AGM.

In accordance with section 250S of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions or make statements in relation to those reports but no formal resolution to adopt the reports will be put to Shareholders at the AGM (save for Resolution 1 for the adoption of the Remuneration Report).

Shareholders will be given an opportunity to ask the auditor questions about the conduct of the audit and the preparation and content of the auditor’s report. In addition to taking questions at the meeting, written questions to the Chairman about the management of the Company, or the Company’s auditor about the finances of the Company may be submitted no later than 5 business days before the Meeting to the registered office of the Company.

A copy of the Annual Report 2011 is available at www.energiaminerals.com within Reports in the Investor Centre section of the website.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Section 298 of the Corporations Act requires that the Directors’ Report contain a Remuneration Report prepared in accordance with section 300A of the Corporations Act.

By way of summary, the Remuneration Report:

• (a) discusses the Company’s policy and the process for determining the remuneration of its directors, including the Managing Directors and employees;

• (b) addressed the relationship between the remuneration of the Company’s executive officers and the performance of the Company, and

• (c) sets out remuneration details for each Director and each of the Key Management Personnel of the Company named in the Remuneration Report for the financial year ended 30 June 2011.

Shareholders are entitled to vote on the question as to whether the Remuneration Report as contained in the Annual Report for the year ended 30 June 2011 is to be adopted. Section 250R(2) of the Corporations Act requires companies to put a resolution to their members that the Remuneration Report be adopted.

Pursuant to section 250R(3) of the Corporations Act, shareholders should note that Resolution 1 is of an advisory nature only and does not bind the Directors or the Company.

In accordance with section 250SA of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report at the meeting.

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2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT (CONTINUED)

Recent changes to the Corporations Act, provide that if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) who were in office at the date of the approval of the applicable Directors’ report must stand for re-election.

If you intend to appoint a member of the Company’s Key Management Personnel (including any Director of the Company or the Chairman) or their Closely Related Parties as your proxy, please refer to the important information contained in the Notice of Meeting under the heading “Important information concerning proxy votes on Resolutions 1, 4 and 5”.

3. RESOLUTION 2 – RE-ELECTION OF MR IAN WALKER AS A DIRECTOR

Clause 78 of the Company’s Constitution provides that a Director (other than the Managing Director) may not hold office for a continuous period in excess of 3 years or past the third annual general meeting following the Director’s appointment, whichever is the longer, without submitting for re-election. If no Director would be required to submit for re-election, the Director or Directors to retire at the annual general meeting are those who have been longest in office since their election.

Mr Walker retires from office in accordance with this requirement, and being eligible, offers himself for re-election as a director of the Company.

A brief profile of Mr Walker is set out below:

Mr Ian Walker - BSc Hons (Geology)

Mr Walker is a Geologist with over 35 years’ experience in multi-commodity exploration within Australia and overseas, having graduated from the University of Western Australia in 1974 with an Honours degree in Geology. Mr Walker is a Member of the Australian Institute of Geoscientists.

Mr Walker was previously a director of Carbon Energy Ltd for the period September 1992 to December 2010.

The non-candidate Directors unanimously support the re-election of Mr Walker and recommend that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 – ELECTION OF DR LEIGH BETTENAY

Clause 81.2 of the Company’s Constitution provides that any Director (other than the Managing Director) appointed by the Board since the last annual general meeting, either to fill a casual vacancy or as an addition to the Board, must retire at the next annual general meeting following their appointment, but is eligible for re-election at that annual general meeting.

Dr Bettenay retires from office in accordance with this requirement, and being eligible, offers himself for re-election as a director of the Company.

A brief profile of Dr Bettenay is set out below:

Dr Leigh Bettenay - BSc (Hons), PhD, RPGeo, FAIG, FSEG, MAAG

Dr Bettenay is a Geologist and Geochemist with over 30 years’ experience in multi-commodity exploration within Australia and overseas, having graduated from the University of Western Australia with an Honours degree in Geology in 1972 and with a PhD awarded in 1978.

Dr Bettenay is a Fellow of the Australian Institute of Geoscientists (AIG) and a Registered Professional Geoscientist of the AIG.

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NOTICE OF ANNUAL GENERAL MEETING

Dr Bettenay has directed a private consulting company (Inkanti Pty Ltd) since 1985 and has held staff positions in a number of companies including Principal Geochemist at BHP Minerals (1992-1995), Chief Geochemist at MIM Exploration (1995-1998), Chief Geologist for Homestake Australia (1998-2000) and Chief Geologist for Sipa Resources (2003-2008). He is an authority on exploration geochemistry techniques and teaches an Honours-level course at the University of Western Australia where he is an External Research Fellow. His uranium experience includes consulting to Uranez Australia Ltd (1988-1991).

During the past three years Dr Bettenay has not served as a director of any other listed company.

The non-candidate Directors unanimously support the re-election of Dr Bettenay and recommend that Shareholders vote in favour of Resolution 3.

5. RESOLUTION 4 – APPROVAL OF 2011 EMPLOYEE INCENTIVE PLAN

The 2011 Employee Incentive Plan (“Plan”) has been developed as a means of attracting, motivating, and retaining key employees and rewarding existing employees for their ongoing service to the Company. The grant of Incentives to eligible participants under the Plan is to provide a reward that is aligned with an improvement in the price of the Company’s listed shares.

Under the proposed Plan, the Board may offer to eligible participants the opportunity to subscribe for Incentives being Options and Performance Rights in the Company as the Board may decide. Incentives issued under the Plan will be offered to participants in the Plan on the basis of the Board’s view of the contribution of the eligible participant to the Company.

The summary of the key terms of the proposed Plan are set out in Annexure A.

5.1 Requirement for Shareholder approval

Listing Rule 7.1 requires that shareholder approval be obtained prior to the issue of securities representing more than 15% of the issued capital of that company 12 months prior to the date of issue.

Shareholder approval is required if any issue of Incentives pursuant to the Plan is to fall within an exemption to the calculation of the 15% limit imposed by Listing Rule 7.1 on the number of securities which may be issued without shareholder approval. Accordingly, shareholder approval is sought for the purposes of Exception 9(b) of Listing Rule 7.2, which provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme that has been approved by the holders of ordinary securities within 3 years of the date of issue.

In the absence of approval under Listing Rule 7.2, Exception 9(b), grants under the Plan can still occur but are to be counted as part of the 15% limit which would otherwise apply during a 12 month period.

5.2 ASX Listing Rule 7.2

In accordance with Listing Rule 7.2, Exception 9(b), the following information is provided to Shareholders:

• (a) as at the date of the Meeting, no Incentive grants will have been made under the proposed Plan;

• (b) a summary of the terms of the proposed Plan are set out in Annexure A. A copy of the full terms of the Plan is available for inspection by Shareholders at the Company’s registered office prior to the Meeting.

A voting exclusion and prohibition statement for Resolution 4 is included in the Notice of Meeting.

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5.3 Directors’ recommendation and proxy voting

The Board, other than Dr Leigh Bettenay who does not make a recommendation because he is eligible to participate in the Plan, considers that the Plan is an appropriate mechanism to assist in the recruitment, reward, retention and motivation of senior executives and employees and recommend that Shareholders vote in favour of Resolution 4.

If you intend to appoint a member of the Company’s Key Management Personnel (including any Director of the Company or the Chairman) or their Closely Related Parties as your proxy, please refer to the important information contained in the Notice of Meeting under the heading “Important information concerning proxy votes on Resolutions 1, 4 and 5”.

6. RESOLUTION 5 – ISSUE OF OPTIONS TO DR LEIGH BETTENAY UNDER THE PLAN

6.1 Background to Resolutions 5

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue the following number of Options to Dr Leigh Bettenay (or his nominee) pursuant to the Plan and on the terms and conditions set out below :

==> picture [485 x 91] intentionally omitted <==

----- Start of picture text -----

Director No. of Options Vesting Date Exercise Price Expiry Date
Leigh Bettenay 750,000 30 June 2012 The greater of $0.15 or a 60% premium 30 June 2015
to the 5 day volume weighted average
price of the Company’s fully paid
ordinary shares prior to the Grant Date.
----- End of picture text -----

The key terms of the Options to be issued to Dr Bettenay (or his nominee) will be the same as any other Option granted under the Plan. For a summary of the Plan, refer to Annexure A.

6.2 Reasons for the grant of Options to Dr Bettenay

Each Option proposed to be issued is exercisable into one Share upon payment of the exercise price. The Options will only be exercisable after reaching their vesting date but must be exercised before their expiry date. Unexercised Options will lapse on their expiry date.

The Board made the decision to issue the Options to Dr Bettenay on the basis that his continuing involvement and contribution to the Company will be significant in achieving sustainable growth in Shareholder value. The Board considers the grant of the Options as a cost effective method of providing an incentive for his ongoing commitment and contribution to the Company whilst maintaining the Company’s cash reserves.

In determining the terms and number of Options to be granted the Board took into account the existing remuneration package of Dr Bettenay (details of which is set out below).

6.3 Requirement for Shareholder Approval

In accordance with Listing Rules 10.14 and 10.15, Resolution 5 requires Shareholder approval for the grant of Options to Dr Bettenay.

Chapter 2E of the Corporations Act also requires Shareholder approval where a public company seeks to give a “financial benefit” to a “related party”. Directors are considered to be related parties within the meaning of the Corporations Act. The Options to be granted to Dr Bettenay will constitute a financial benefit for the purposes of Chapter 2E of the

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Corporations Act. While the Board believes the offer of Options is reasonable, it considers it prudent to obtain approval for this purpose. Accordingly, Resolution 5 also seeks Shareholder approval of the grant of Options to Dr Bettenay in accordance with Chapter 2E of the Corporations Act.

6.4 Valuation of Options

Under the Corporations Act, the Company is required to attribute a value to the Options to be issued to Dr Bettenay.

The Options will not be listed on any stock exchange and so there is no readily ascertainable market value of the Options. Accordingly, in such circumstances ASIC has indicated that option value should be determined in accordance with accounting standard AASB 2 (Share Based Payments). The Board notes that the value of options can vary significantly depending on the methodology used and the assumptions made and any one particular valuation methodology is not necessarily representative of the actual value of the Options.

In accordance with the requirements of accounting standard AASB 2, the indicative value of the Options as at 10 October 2011 (being the latest practicable date prior to printing of this document) is set out below and was calculated using the Black and Scholes option pricing model (“ B&S Model ”):

~~Director~~	~~Total Number~~	~~Total Value using the~~
	~~of Optons~~	~~B&S Model~~
Dr Leigh Betenay	750,000	$44,370

The B&S Model is based on a number of assumptions, including an assumption that the Options being valued are American call options, in that they can be exercised at any time on or before the expiry date. In addition, the B&S Model assumes that there is a liquid market for the Options. Because the B&S Model assumes a liquid market, the amount calculated by the B&S Model represents a maximum theoretical value. In assessing the indicative fair value of the Options, no discount has been applied for this lack of marketability (on the basis that the Options will be unquoted and only transferable under certain conditions, please see Annexure A).

Set out below are the specific assumptions and variables relied upon in calculating the indicative value set out above:

Assumptions

• that the Options are American call options (i.e. they can be exercised at any time prior to the expiry date);

• there are no transaction costs, options and shares are infinitely divisible, and information is available to all without cost;

• short selling is allowed without restriction or penalty;

• the risk free interest rate is known and constant throughout the duration of the option contract; and

• the underlying shares do not currently pay a dividend.

Variables[1]

• Share price of $0.076 (based on the weighted average price of the Company’s Shares over the last 28 trading days prior the last practicable date before lodgement of this Notice of Meeting with ASIC on 11 October 2011;

• a risk free interest rate of 3.87%;

• Forecast volatility of 130%;

• Exercise price[2] of $0.15;

• Expiry date of 30 June 2015; and

• Life of options approximately– 45 months.

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6.4 Valuation of Options (continued)

Notes:

1. Any change in the variables applied in the B&S Model between the date of the valuation and the date the Options are issued would have an impact on their value.

2. The exercise price of the Options is determined to be the greater of $0.15 or a 60% premium to the 5 day volume weighted average price of the Company’s fully paid ordinary shares prior to the grant date of the Options. Based on the underlying share price at the time of the valuation the exercise price would be $0.15.

6.5 Other implications for the Company

Financial Implications

Australian International Financial Reporting Standards require the Options to be expensed which is guided by AASB 2 – Share Based Payments. In accordance with AASB 2, these Options will be expensed in the financial year ended 30 June 2012.

Expensing the Options will have the effect of increasing both the expenses and contributed equity of the Company. Whilst there will be a reduction in profit, there will be no impact on the net assets or the cash position or financial resources of the Company as a result of expensing the Options.

There are no tax implications for the Company in issuing these Options.

Dilution

The Company presently has 109,500,005 Shares and 21,400,000 Options on issue. The grant of the Options to Dr Bettenay will have a dilutionary effect on the percentage interest of existing Shareholders’ holdings if all Options are exercised.

The dilutionary effect if all the Options proposed to be granted to Dr Bettenay are exercised would amount to approximately 0.68% of the Company’s current issued Shares as detailed below:

	~~Proforma Assuming~~ ~~Exercise of Optons~~ ~~Number~~ Current Shares on Issue 109,500,005 Potental Shares on Exercise of Optons:- - Dr Betenay, Resoluton 5 750,000 Potental Shares on issuepost exercise 110,250,005 Existng Shareholders % post exercise 99.32%

If the Options are exercised by Dr Bettenay, the value of the Company’s Shares may also be diluted. If the Share price is higher than the exercise price the value will be diluted as Dr Bettenay will be paying a lower price for the Shares when they exercise the Options. In this regard, it is considered unlikely that the Options will be exercised if the Company’s Share price is lower than the exercise price.

The Board notes that the process of exercising the Options will result in the Company raising additional funds for working capital purposes.

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6.6 Additional statutory and Listing Rule disclosures

Corporations Act Chapter 2E approval

In accordance with section 219 of the Corporations Act, the following information is provided to Shareholders to enable them to assess the proposed grant of Options to Dr Leigh Bettenay:

• a) Dr Leigh Bettenay, being a Director of the Company, is a related party to whom a financial benefit would be given if Resolution 5 is passed.

• b) The proposed financial benefit to be given to Dr Bettenay is the issue of Options for no consideration as detailed above. The full terms and conditions of the Options are set out in Annexure A to this Explanatory Memorandum.

• c) Dr Bettenay declines to make a recommendation to Shareholders in relation to Resolution 5 due to his interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 5, recommend that Shareholders vote in favour of Resolution 5.

• d) The table below illustrates the current relevant interests each of Dr Bettenay have in the Company’s securities as at the date of this Notice:

~~Director Relevant Interest~~ Dr Bettenay Direct 160,000 ordinary shares 100,000 ordinary shares 500,000 Options exercisable at $0.225 per ordinary share, expiry 8 July 2015. 500,000 Options exercisable at $0.25 per ordinary share, expiry 26 October 2014. 500,000 Options exercisable at $0.30 per ordinary share, expiry 26 October 2014. Indirect[1] 100,000 ordinary shares

Notes:

1. Dr Bettenay has an indirect interest in 100,000 Shares held by Inkanti Pty Ltd.

2. e) Dr Bettenay’s current annual remuneration (including superannuation) and the total financial benefit proposed as a result of the issue of the Options the subject of Resolutions 5 is as follows:

			Value of
Director	Cash/Salary/Fees	Super	proposed Optons2	Total remuneraton
	$	$	$	$
Leigh Betenay1	183,486	16,514	40,800	240,800

Notes:

1. Dr Bettenay is employed on a part time basis; the salary shown above is calculated as 80% of the full time equivalent.

2. Details regarding the valuation methodology are provided in section 6.4 above.

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• f) The following table gives details of the highest, lowest and latest closing price of the Shares trading since quotation in the 12 months before the last practicable date before lodgement of this Notice of Meeting with ASIC on 11 October 2011:

	~~Price ($)~~	~~Date~~
Highest	$0.38	30/12/2010
Lowest	$0.06	28/6/2011
Last	$0.075	10/10/2011

• g) Using the assumed Option value derived from the B&S Model set out above, the impact of the issue of Options on the Company’s income statement for the financial year ended 30 June 2012 under Resolution 5 would be the recognition of a share based payment expense of $40,800.

Listing Rule 10.14

Listing Rule 10.14 provides that a company must not permit any director or their associates to acquire securities under an employee incentive scheme without first obtaining the approval of shareholders by ordinary resolution. As Resolutions 5 relates to the issue of securities to a Director under the Plan, Shareholder approval must be obtained.

Listing Rule 10.15 requires the following information to be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to Listing Rule 10.14:

Dr Leigh Bettenay

The Options will be granted to Dr Bettenay (an Executive Director of the Company) or his nominee(s).

Subject to Shareholder approval, the maximum number of Options to be granted to Dr Bettenay is 750,000. The Options will be issued for nil consideration.

Exercise price of the Options will be the greater of $0.15 or a 60% premium to the 5 day volume weighted average price of the Company’s fully paid ordinary shares prior to date of issue

The Options will expire on 30 June 2015.

The Options are also subject to vesting conditions as specified in this Explanatory Memorandum.

No grants have been made under the Plan as at the date of this Explanatory Memorandum and it is expected that none will be made until after the date of the Meeting. Full details of Dr Bettenay’s holding of Shares and options are set above.

Dr Bettenay is the only person referred to in Listing Rule 10.14 (a director of the Company or an associate of that director) currently eligible to participate in the Plan as he is the only Executive Director of the Company. Subject to any required Shareholder approval, future Executive Directors of the Company will be eligible to participate in the Plan.

No loans will be made by the Company in connection with the acquisition of the Options by Dr Bettenay.

The Options will not be granted under the Plan later than 12 months from the date of the Meeting without obtaining further Shareholder approval. It is anticipated that the Options will be granted in 1 tranche before 30 November 2011.

A voting exclusion and prohibition statement for Resolution 5 is included in the Notice of Meeting.

14

NOTICE OF ANNUAL GENERAL MEETING

6.7 Other Information

The Company is not aware of other information that would be reasonably required by Shareholders to make a decision in relation to the financial benefits contemplated by the proposed Resolution 5.

6.8 Directors’ recommendation and proxy voting

The Board, other than Dr Leigh Bettenay, recommends that Shareholders vote in favour of Resolutions 5. Being the recipients of the proposed grant, it is not appropriate for Dr Bettenay to make a recommendation.

If you intend to appoint a member of the Company’s Key Management Personnel (including any director of the Company or the Chairman) or their Closely Related Parties as your proxy, please refer to the important information contained in the Notice of Meeting under the heading “Important information concerning proxy votes on Resolutions 1, 4 and 5”.

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GLOssARY

“AsIC” means the Australian Securities and Investments Commission;

“AsX” means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

“Board” means the board of Directors of the Company;

“Closely Related Party” of a member of the key management personnel means::

• a) a spouse or child of the member; or

• b) a child of the member’s spouse; or

• c) a dependent of the member or the member’s spouse; or

• d) anyone else who is one of the member’s family any may be expected to influence the member or be influenced by the member in the member’s dealings with the Company; or

• e) a company the member controls; or

• f) a person prescribed by the Corporations Regulations 2001 (Cth).

“Company” means Energia Minerals Limited ABN 63 078 510 988;

“Corporations Act” means the Corporations Act 2001 (Cth);

“Director” means a current director or alternate director of the Company;

“Explanatory Memorandum” means this Explanatory Memorandum attached to the Notice;

“Incentives” means Performance Rights and Options;

“Key Management Personnel” has the same meaning as in the accounting standards. Broadly speaking this includes those persons with the authority and responsibility for planning, directing and controlling the activities of the Company (whether directly or indirectly), and includes any directors of the Company.

“Listing Rules” means the Listing Rules of ASX;

“Meeting” means the general meeting the subject of this Notice;

“Notice” , “Notice of Meeting” and “Notice of Annual General Meeting” means the notice of meeting which accompanies this Explanatory Memorandum;

“Option” means an option to acquire a Share, subject to vesting and satisfaction of any performance conditions, granted in accordance with the Plan;

“Plan” means the 2011 Employee Incentive Plan proposed to be established, subject to approval under Resolution 4;

“Performance Right” means an entitlement to one Share, subject to vesting and satisfaction of any performance conditions, granted in accordance with the Plan;

“Remuneration Report” means the remuneration report prepared in accordance with section 300A of the Corporations Act;

“Resolution” means a resolution referred to in the Notice;

“Share” means a fully paid ordinary share in the Company;

“Shareholder” means a shareholder of the Company; and

“WsT” means Australian Western Standard Time.

16

NOTICE OF ANNUAL GENERAL MEETING

ANNEXURE A – SUMMARY OF 2011 EMPLOYEE INCENTIVE PLAN (PLAN)

The key features of the Plan and the proposed terms of the Incentives which may be granted are summarised below. The Plan provides the Board with flexibility to grant Incentives as either Options, or Performance Rights.

Eligible participants:

The following will be eligible to be granted Incentives under the Plan:

• full and part time employees of any Energia group company (wherever they reside), including any director of any Energia group company who holds salaried employment or office in a group company; and

• subject to the Company obtaining any necessary ASIC relief to extend the operation of ASIC Class Order 03/184 to them, any contractor (whether an individual or a company) who is eligible in accordance with the terms of the Plan and has been declared by the Board to be an eligible participant for the purpose of the Plan.

Non-executive directors and casual employees will not be eligible to participate in the Plan.

Further regulatory requirements for executive directors or employees residing outside Australia may apply.

Eligible participants may renounce any offer of Incentives under the Plan to a nominee if such renunciation is approved by the Board.

• Entitlement for Performance Rights: Subject to the terms of the Plan, vesting and the satisfaction of any performance conditions, each Performance Right entitles the holder to receive one fully paid ordinary share in the Company.

Exercise price for Performance Rights: There is no consideration payable upon the grant or exercise of a

Performance Right.

Entitlement for Options:

Exercise price for Options:

Vesting Conditions:

Vesting on change of control:

Subject to the terms of the Plan, vesting and the satisfaction of any performance conditions, each Option entitles the holder to acquire (whether by purchase or subscription) and be allotted one fully paid ordinary share in the Company on the exercise of the Option.

There is no consideration payable upon the grant of an Option. The exercise price of an Option will be determined by the Board in its absolute discretion.

The Board, at the time of the grant of an Incentive under the Plan, will determine what (if any) vesting conditions need to be satisfied before the Incentives may be exercised.

The Board has absolute discretion to determine that all or a portion of Incentives that remain subject to a vesting condition immediately vest and are received or become exercisable by the Participant in the event that:

• a takeover bid is made for the Company;

• another corporate transaction is pursued (such as a scheme of arrangement, selective capital reduction etc) which results in the bidder acquiring voting power to more than 50% of the Company; or

• the Board determines, acting in good faith and consistent with its fiduciary duties, that a person has obtained voting power which is sufficient to control the composition of the Board of the Company.

Incentives will lapse on their expiry date.

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Vesting in other circumstances:

Expiry Date:

Impact of cessation of employment:

The Board may permit a participant to exercise Incentives or have such Incentives vested, in other limited situations, such as where a resolution is passed approving the disposal of the Company’s main undertaking or on a winding up of the Company.

The Board will set out in an invitation to participate in the Plan the date and times when any Incentives lapse.

Treatment of Incentives on Cessation of Employment

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----- Start of picture text -----

Incentives which Incentives which have vested
Cause
have not vested
Termination for ill Immediately May be exercised (in the case
health or death lapse unless of ill health) by the participant,
Board determines or (in the case of death) by
otherwise the participant’s personal
representative, until the
Incentive lapses
Termination for Immediately lapse Right to exercise is immediately
cause (e.g. fraud, suspended for 14 days. During
dishonesty, this period, the Board may lift
material breach of the suspension and allow the
obligations) Incentives to be exercised for
a period ending no later than
the date the Incentive lapses.
If the Board does not lift the
suspension, the Incentives will
immediately lapse at the end of
the suspension period
Termination Immediately May be exercised until the
by consent lapse unless Incentive lapses
(e.g. resignation) Board determines
otherwise
Redundancy, Immediately May be exercised until the
constructive lapse unless Incentive lapses
dismissal, other Board determines
termination by otherwise
Company not dealt
with above
----- End of picture text -----

18

NOTICE OF ANNUAL GENERAL MEETING

Exercise into acquirer shares:

Transferability:

Right to participate in dividends:

Adjustment for rights issues:

Other rights to participate in bonus issues, reorganisations and new issues etc:

Subject to the Listing Rules, the Plan provides flexibility for the Company to agree with any successful acquirer of the Company to an arrangement whereby Incentives will become exercisable or vest into shares of the successful acquirer or its parent in lieu of Company Shares. Any such exercise or vesting will be on substantially the same terms and subject to substantially the same conditions as the holder may exercise or vest Incentives to acquire Shares, but with appropriate adjustments to the number and kind of shares subject to the Incentives, as well as to any exercise price.

Incentives are only transferable upon a takeover bid where the Incentives are transferred to the bidder, upon a scheme of arrangement where the Incentives are transferred to the acquirer, by force of law upon death of the Incentive holder or upon bankruptcy of the Incentive holder, or otherwise with the consent of the Board.

Incentives will not entitle the holder to any dividends (or Shares or rights in lieu of dividends) declared or issued by the Company.

The exercise price of Incentives (if applicable) will be adjusted in the manner provided by the Listing Rules in the event of the Company conducting a rights issue prior to the exercise and lapse of the relevant Incentive.

If the Company completes a bonus issue during the term of an Incentive, the number of Shares the holder is then entitled to will be increased by the number of Shares which the holder would have been issued in respect of Incentives if they were exercised (in the case of Options) or are vested and are received (in the case of Performance Rights) immediately prior to the record date for the bonus issue.

In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the Company, the number of Incentives to which the holder is entitled or the exercise price of the Incentives (if applicable), or both as appropriate, will be adjusted in the manner provided for in the Listing Rules.

Subject to the terms of the Plan and as otherwise set out above, during the currency of the Incentives and prior to their exercise (in the case of Options) or vesting and receipt (in the case of Performance Rights), the holder is not entitled to participate in any new issue of securities of the Company as a result of their holding the Incentives.

Listing:

Board discretion:

The Incentives will not be listed.

The Board has power to determine the appropriate procedures for administration of the Plan in accordance with its terms.

Notwithstanding the Board’s current policy, under the terms of the Plan, the Board has absolute discretion to determine the exercise price, the expiry date and vesting conditions of any grants made under the Plan, without the requirement for further Shareholder approval.

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PROXY FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

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ENERGIA MINERALS LIMITED

REGISTERED OFFICE:

ABN: 63 078 510 988

LEVEL 2 20 KINGS PARK ROAD WEST PERTH WA 6005

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SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

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Code: EMX Holder Number:

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

OR

The meeting Chairperson The name of the person you are appointing (mark with an "X") (if this person is someone other than the Chairperson of the meeting). or failing the person named, or if no person is named, the Chairperson of the Meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 4.00pm (WST) on Thursday 17 November 2011 at Suite 6, Level 2, 20 Kings Park Road, West Perth, WA and at any adjournment of that meeting.

If you wish to appoint the Chairperson as your proxy and you do not wish to direct the Chairperson how to vote, please mark "X" in the box.

By marking this box, you are directing the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Resolutions 1, 4 and 5 as set out below. If you do not mark this box, and you have not directed your proxy how to vote on Resolutions 1, 4 and 5, the Chairman of the Meeting will not cast your votes on Resolutions 1, 4 and 5 and your votes will not be counted in computing the required majority if a poll is called on these items. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes in Section B below (for example if you wish to vote against or abstain from voting) or by marking this box (in which case the Chairman of the Meeting will vote in favour of Resolutions 1, 4 and 5).

The Chairman of the meeting intends to vote all available proxies in favour of Resolutions 1, 4 and 5.

I/We direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Resolutions 1, 4 and 5 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Resolutions 1, 4 and 5 are connected directly or indirectly with the remuneration of a member of key management personnel and/or even if the Chairman of the Meeting has an interest in the outcome of these items and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

SECTION B: Voting Directions to your Proxy

Please mark "X" in the box to indicate your voting directions to your Proxy.

Resolution

For Against Abstain*

1. Adoption of Remuneration Report

2. Re-Election of Mr Ian Walker as a Director

3. Election of Dr Leigh Bettenay as a Director

4. Approval of 2011 Employee Incentive Plan

5. Issue of Options to Leigh Bettenay under the Plan

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The chairperson of the meeting intends to vote all available proxies in favour of each item of business.

• If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SECTION C: Please Sign Below

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Individual or Security Holder Security Holder 2 Security Holder 3

Sole Director and Sole Company Secretary Director

Director / Company Secretary

9557621386 Reference Number:

EMX

1

1

My/Our contact details in case of enquiries are: NAME

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TELEPHONE NUMBER ( )

NOTES

1. Name and Address

This is the name and address on the Share Register of ENERGIA MINERALS LIMITED. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Appointment of a Proxy

If you wish to appoint the Chairperson of the Meeting as your Proxy please mark "X" in the boxes in Section A.

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a Shareholder of ENERGIA MINERALS LIMITED.

3. Directing your Proxy how to vote

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

5. Signing Instructions Individual: where the holding is in one name, the Shareholder must sign.

Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. Lodgement of Proxy

4. Appointment of a Second Proxy

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by telephoning the Company's share registry +61 8 9315 2333 or you may photocopy this form.

To appoint a second Proxy you must:

• (a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and

• (b) Return both forms in the same envelope.

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than 4.00pm (WST) on Tuesday 15 November 2011, being 48 hours before the time for holding the meeting. Any Proxy form received after that time will not be valid for the scheduled meeting.

Security Transfer Registrars Pty Ltd PO BOX 535 Applecross, Western Australia 6953

Street Address: Alexandrea House, Suite 1 770 Canning Highway Applecross, Western Australia 6153

Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

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