ALTAMIN LIMITED — Capital/Financing Update 2012

Nov 1, 2012

2 November 2012

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ASX Announcement

ASX Code EMX

Completion of Placement, Appointment of Director and Commencement of Drilling

Energia Minerals Ltd (ASX:EMX) is pleased to advise that further to the announcement of 31 October 2012, Energia has today allotted 16,425,000 fully paid ordinary shares to UEQ Investments Pty Ltd, a wholly owned subsidiary of Uranium Equities Ltd (ASX:UEQ). The shares were issued at $0.035 per share raising gross proceeds of $574,875.

The completion of the placement was a condition precedent to Mr Bryn Jones (Managing Director of Uranium Equities) being invited to join the Board of Energia. With this condition satisfied Mr Jones’s appointment as a non-executive director has been effected as of today.

The 10,000 metre air core drilling program at the Nyang project as previously announced has commenced today.

Notice given under Section 708A(5)(e) of the Corporations Act

This notice is given by the Company under section 708A(5)(e) of the Corporations Act 2001 (Cth) in relation to the issue of 16,425,000 fully paid ordinary shares (as detailed further in the attached Appendix 3B) without disclosure to investors under Part 6D.2 of the Corporations Act.

The Company relies on case 1 in section 708A(5) of the Corporations Act in respect of the above issue of shares.

As at the date of this notice, the Company has complied with:

• (a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

• (b) section 674 of the Corporations Act.

ABN 63 078 510 988

PO Box 1785 West Perth WA 6872

Level 2, 20 Kings Park Road West Perth WA 6005

T: 61 (0)8 9321 5000 F: 61 (0)8 9321 7177 E: info@energiaminerals.com W: www.energiaminerals.com

Board of Directors Tony Iannello Non Executive Chairman Kim Robinson Managing Director Leigh Bettenay Executive Director Max Cozijn Non Executive Director Ian Walker Non Executive Director Bryn Jones Non Executive Director

Company Secretary Jamie Armes

The Company confirms that, as at the date of this notice, there is no information that:

• (a) has been excluded from a continuous disclosure notice given to ASX in accordance with the ASX Listing Rules; and

• (b) investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

• (i) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and

• (ii) the rights and liabilities attaching to fully paid ordinary shares,

to the extent to which it would be reasonable for investors and their professional advisers to expect to find such information in a disclosure document.

Appendix 3B

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Please find attached an Appendix 3B in relation to this placement.

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For media enquiries contact: Nicholas Read Read Corporate +61 8 9388 1474 info@readcorporate.com.au

Kim Robinson Managing Director +61 8 9321 5000 info@energiaminerals.com

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energy for the future
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Page 1 of 1

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Energia Minerals Limited

ABN 63 078 510 988

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Ordinary Shares
	16,425,000 ordinary shares pursuant to a placement;
	Fully paid ordinary shares

• See chapter 19 for defined terms.

01/08/2012 Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h_in_ relation to the +securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of +securities issued with security holder approval under rule 7.1A	Yes
	$0.035 per share
	The capital raised will be used to fund an expansion of the current drilling program and underpin ongoing exploration activities at the Company’s flagship Nyang Uranium Project, as well as to progress investigations into its Gorno zinc/lead projects in northern Italy and for working capital purposes.
	No
	Not Applicable
	16,425,000
	Not Applicable

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 2

Appendix 3B New issue announcement

6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)	Not Applicable	Not Applicable
	Nil
	Not Applicable
	Not Applicable
	Nil
	2 November 2012
	Number	+Class
	125,925,005	Fully Paid Ordinary Shares

• See chapter 19 for defined terms.

01/08/2012 Appendix 3B Page 3

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	5,500,000 5,000,000 250,000 2,500,000 5,000,000 250,000 400,000 1,250,000	Options exercisable at $0.225 per ordinary share, expiry 8 July 2015 Options exercisable at $0.25 per ordinary share, expiry 26 October 2014 Options exercisable at $0.25 per ordinary share, expiry 3 March 2015. Options exercisable at $0.30 per ordinary share, expiry 26 October 2014. Options exercisable at $0.30 per ordinary share, expiry 24 June 2015. Options, exercisable at $0.30 per ordinary share, expiry 3 March 2015. Options exercisable at $0.30 per ordinary share, expiry 30 June 2015 Options exercisable at $0.15 per ordinary share, expiry 30 June 2015.
	The Company does not currently have a dividend policy.

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the +securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 4

Appendix 3B New issue announcement

16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has +security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable)	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable.
	Not Applicable
	Not Applicable
	Not applicable
	Not applicable
	Not Applicable
	Not Applicable
	Not applicable

• See chapter 19 for defined terms.

01/08/2012 Appendix 3B Page 5

Appendix 3B New issue announcement

29 Date rights trading will end (if applicable) 30 How do +security holders sell their entitlements in full through a broker? 31 How do +security holders sell part of their entitlements through a broker and accept for the balance? 32 How do +security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not Applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)

• (a) Securities described in Part 1

• (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a) (Not Applicable)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional + securities setting out the number of holders in the categories 1 - 1,000

• 1,001 - 5,000

• 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 6

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) 42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)	Not Applicable	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Number	+Class
	125,925,005	Fully Paid Ordinary Shares

• See chapter 19 for defined terms.

01/08/2012 Appendix 3B Page 7

Appendix 3B New issue announcement

Quotation agreement

• 1 + Quotation of our additional + securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

• Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here:

............................................................ Date: 2 November 2012 Company secretary

Print name: Jamie Armes

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 8

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Part 1	Part 1
Rule 7.1 – Issues exceeding15% of capital
Step1: Calculate “A”,the base figure from which theplacement capacityis calculated
Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	109,500,005
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	Nil
Subtract the number of fully paid ordinary securities cancelled during that 12 monthperiod	Nil
“A”	109,500,005

• See chapter 19 for defined terms.

01/08/2012 Appendix 3B Page 9

Appendix 3B New issue announcement

Step2: Calculate 15% of “A”	Step2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by0.15	16,425,000
Step3: Calculate “C”,the amount ofplacement capacityunder rule 7.1 that has alreadybeen used
Insert number of equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	16,425,000 being the placement shares the subject of this announcement.
“C”	16,425,000
Step4: Subtract “C” from[“A” x “B”]to calculate remaining placement capacityunder rule 7.1
“A” x 0.15 Note: number must be same as shown in Step2	16,425,000
Subtract “C” Note: number must be same as shown in Step3	16,425,000
Total[“A” x 0.15] – “C”	Nil [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 10

Appendix 3B New issue announcement

Part 2 - Not Applicable

Part 2 - Not Applicable	Part 2 - Not Applicable
Rule 7.1A – Additionalplacement capacityfor eligible entities
Step1: Calculate “A”,the base figure from which theplacement capacityis calculated
“A” Note: number must be same as shown in Step 1 of Part 1
Step2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by0.10
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items
“E”
Step4: Subtract “E” from[“A” x “D”]to calculate remaining placement capacityunder rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step2
Subtract “E” Note: number must be same as shown in Step3
Total[“A” x 0.10] – “E”	Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

01/08/2012 Appendix 3B Page 11