ALTAMIN LIMITED — Capital/Financing Update 2012

Oct 30, 2012

ACN 078 510 988

Energia Minerals Limited

Offer Document

Non-renounceable Rights Issue

2 New Shares for 5 Shares held at an issue of every price $0.035 per New Share to raise up to approximately $1.76 million

The Rights Issue is fully underwritten by Blue Ocean Equities Pty Ltd

The Rights Issue closes at 5.00pm (AWST time) on 28 November 2012

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

This Offer Document is not a prospectus and does not contain all the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding, or about the rights attaching to, the New Shares.

You should read this Offer Document in its entirety before deciding whether to accept the offer of New Shares. If you do not understand any part of this Offer Document or are in doubt as to what you should do, you should consult your stockbroker, accountant, financial or other professional adviser immediately.

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Contents

Contents	Contents
Chairman’s Letter		1
A	Rights Issue at a glance	3
B	Details of the Rights Issue	4
C	How to participate	8
D	Risk factors	12
E	Other important information	15
F	Glossary	20
Corporate	Directory	22

Important information

This document and the accompanying information ( Information ) has been prepared by Energia Minerals Limited ACN 078 510 988 ( Company ).

The Rights Issue to which this Information relates complies with the requirements of sections 708AA of the Corporations Act as notionally modified by the ASIC Class Order 08/35. The Information is not a prospectus under the Corporations Act and has not been lodged with ASIC.

The Information relates to a 2 for 5 (2:5) non-renounceable Rights Issue to subscribe for New Shares at the Issue Price set out in this Offer Document and the Entitlement and Acceptance Form, and as announced to ASX by the Company on 31 October 2012 ( Rights Issue ).

Not investment or financial product advice

The Information is not investment or financial product advice, does not purport to contain all the information that you may require in evaluating a possible acquisition of New Shares in the Company and has been prepared without taking into account the investment objectives, financial situation, tax position and needs of you or any particular investor.

Before deciding whether to apply for New Shares, you should conduct your own independent review, investigation and analysis of the Company and the New Shares in light of your personal circumstances (including financial and taxation issues). You should obtain any professional advice you require to evaluate the merits and risks of an investment in the Company before making any investment decision based on your investment objectives.

Information about the Company

The Information included in this Offer Document provides information about the Company’s activities current as at 31 October 2012. It is information in a summary form and does not purport to be complete. It should be read in conjunction with the Company’s other periodic and continuous disclosure announcements, the Company’s annual report and full year statutory accounts for the year ended 30 June 2012, and the Company’s other announcements to ASX available at www.asx.com.au.

This Offer Document may only be distributed to jurisdictions where Shareholders are located on the Record Date, which at the date of this document is Australia, Hong Kong, Monaco, New Zealand, Singapore and the United Kingdom ( Permitted Jurisdictions ). This document may not be distributed to any other jurisdiction unless otherwise determined by the Company.

Governing law

The Information, the Rights Issue and the contracts formed on receipt of your Application are governed by the law applicable in Western Australia. Each Shareholder who applies for New Shares submits to the jurisdiction of the courts of Western Australia.

Future performance

The Information may contain certain forward-looking statements.

The words 'anticipate', 'believe', 'expect', 'project', 'forecast', 'estimate', 'likely', 'intend', 'should', 'could', 'may', 'target', 'plan' and other similar expressions are intended to identify forwardlooking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Due care and attention has been used in the preparation of forecast information. Such forwardlooking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors (many of which are beyond the control of the Company) that may cause actual results to differ materially from those expressed or implied in such statements. There can be no assurance that actual outcomes will not differ materially from these statements. You should also have regard to Part D 'Risk factors'.

Past performance

Past performance information given in this Information is provided for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.

Financial data

All dollar values are in Australian dollars (A$).

Disclaimer of representatives

No person is authorised to give any information, or to make any representation, in connection with the Rights Issue that is not contained in this Offer Document.

Any information or representation that is not in this Offer Document may not be relied on as having been authorised by the Company or its related bodies corporate in connection with the Rights Issue.

Except as required by law, and only to the extent so required, none of the Company, or any other person, warrants or guarantees the future performance of the Company or any return on any investment made pursuant to this Offer Document.

Defined terms

Terms used in this Offer Document are defined in the glossary on page 20.

Foreign jurisdictions

The Company has reviewed the registered address of Shareholders of the Company and has determined that this document may be sent to all current Shareholders on the Company’s share register.

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Chairman’s Letter

Dear Shareholder

Energia Minerals Limited – non-renounceable pro-rata rights offer

On 31 October 2012, Energia Minerals Limited ( Company ) announced a ( Capital Raising ) to raise up to approximately $2.3 million.

The purpose of this Capital Raising is to provide immediate funding to satisfy short term requirements and expand the current exploration program at the Company's flagship Nyang Uranium Project in Western Australia, as well as to progress investigations into its Gorno zinc/lead projects in northern Italy and for working capital purposes.

The Capital Raising comprises:

• a placement of 16,425,000 shares to UEQ Investments Pty Ltd ( UEQ ), a wholly owned subsidiary of Uranium Equities Limited ( Uranium Equities ), at an issue price of $0.035 per Share to raise $574,875 ( Placement ). The Placement is scheduled to complete on 2 November 2012; and

• a non-renounceable pro-rata rights offer to be conducted on the basis of 2 New Shares for every 5 Shares, at the same issue price as the Placement, to raise up to a further $1.76 million before costs ( Rights Issue ).

In evaluating the most effective structure for the Capital Raising, the Company considered the timing of required funding and the strategic benefits that can be realised through the introduction of Uranium Equities (through its wholly owned subsidiary UEQ), an entity with significant expertise in the uranium industry, as a keystone investor in the company.

This Offer Document provides you with the opportunity to participate in the Rights Issue. This offer is being made to Eligible Shareholders on the Company’s register as at 5.00pm (AWST time) on 9 November 2012 ( Record Date ).

Eligible Shareholders may, in addition to their initial entitlement under the Right Issue, apply for additional shares up to a maximum of $5,000 per shareholder. Applications for additional shares will be satisfied out of any New Shares for which applications have not been received from Eligible Shareholders before the closing date of the Rights Issue ( Shortfall ). Further information regarding the application process for additional shares is provided in this Offer Document.

The Rights Issue is fully underwritten by Blue Ocean Equities Pty Ltd ( Underwriter ). This means that the Company will receive the full amount of $1.76 million before costs under the Rights Issue, even if some Eligible Shareholders don’t subscribe for their Rights, unless the Underwriting Agreement is terminated. The Underwriting Agreement includes a number of termination events customary for agreements of this nature. Further information regarding the Underwriting Agreement is provided in this Offer Document.

UEQ has entered into a priority sub-underwriting agreement with the Underwriter pursuant to which it will subscribe for up to $500,000 (or 14,285,715 shares) of any Shortfall. The implication of this on the control of the Company are set out in Section 3 of Part E of the Offer Document.

This Offer Document contains important information concerning your potential participation in the Rights Issue, including:

• the key terms of the Rights Issue;

• instructions on 'how to participate' should you choose to do so; and

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• a personalised Entitlement and Acceptance Form which details your Rights, to be completed in accordance with the instructions provided.

To participate in the Rights Issue, you must ensure that applications for New Shares are received in accordance with the Entitlement and Acceptance Form on or before 5.00pm (AWST time) on 28 November 2012 . Otherwise, your Rights will lapse.

If you have any doubt as to whether you should participate in the Right Issue, you should consult your stockbroker, accountant, financial or other professional adviser.

On behalf of your Directors, I encourage you to consider this investment opportunity and thank you for your ongoing support of the Company.

Yours faithfully

==> picture [108 x 43] intentionally omitted <==

Tony Iannello Chairman

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A Rights Issue at a glance

1 Summary of Rights Issue offer

Issue Price	$0.035 per New Share
Rights	2 New Shares for every 5 Shares held at 5.00pm (AWST time)
	on the Record Date offered to Eligible Shareholders
Number of New Shares to be	50,370,003
issued under the Rights Issue
Additional Shares	Eligible shareholders may, in addition to their initial entitlement
	under the Right Issue, may apply for Additional Shares out of
	the Shortfall up to a maximum of $5,000 per shareholder. See
	section 7 for more details.
Underwriting and shortfall facility	The Rights Issue will be fully underwritten by the Underwriter
	subject to the terms of the Underwriting Agreement.
	UEQ, a substantial shareholder in the Company, will sub-
	underwrite the Rights Issue, on a priority basis, up to $500,000.
	This may have implications for the control of the Company as
	detailed in section 3 of part E.
Amount to be raised	$1.76 million (before costs of the Rights Issue)

2 Key dates

Key dates
Announcement of the Rights Issue				31 October 2012
Ex Date				2 November 2012
Record Date to determine Rights				5.00pm (AWST time) on 9
				November 2012
Offer Document and Entitlement and Acceptance Form despatched				13 November 2012
Opening date of the Rights Issue
Closing Date – last date for lodgement	of	Entitlement	and	5.00pm (AWST time) on 28
Acceptance Forms and Application Money				November 2012
Trading of New Shares commences on a deferred settlement basis				29 November 2012
ASX notified of under-subscriptions				3 December 2012
Issue of New Shares and despatch of transaction confirmation				5 December 2012
statements for New Shares
Normal trading of New Shares expected to commence on ASX				6 December 2012

Subject to the Listing Rules, the Company reserves the right to vary the timetable without prior notice, in consultation with the Underwriter, including by extending the Closing Date or closing the Rights Issue early. The Company also reserves the right not to proceed with the whole or part of the Rights Offer at any time prior to allotment. In that event, Application Money will be returned without interest. See section 9 of Part C of this Offer Document for further details.

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B Details of the Rights Issue

1 The Rights Issue

Eligible Shareholders are invited to participate in a pro-rata non-renounceable Rights Issue of up to 50,370,003 New Shares. The Rights Issue will be conducted on the basis of 2 New Shares for every 5 Shares (2:5) held at 5.00pm (AWST time) on the Record Date, at an issue price of $0.035 per New Share, payable in full on application.

Your Rights to subscribe for New Shares is shown on your personalised Entitlement and Acceptance Form which accompanies this Offer Document.

The Rights Issue is non-renounceable, which means that if you do not accept all or part of your Rights, you will not be able to trade your Rights and they will lapse.

New Shares will rank equally in all respects with Existing Shares.

The Rights Issue is being undertaken by the Company under section 708AA of the Corporations Act without a prospectus.

2 Purpose of the Rights Issue

The proceeds of the Capital Raising will be used to satisfy short term funding requirements and expand the exploration program at the Company's flagship Nyang Uranium Project in Western Australia, as well as to progress investigations into its Gorno zinc/lead projects in northern Italy and for working capital purposes.

The Rights Issue has the additional benefit of allowing Eligible Shareholders to participate in the Capital Raising at the same price as Shares are issued under the Placement.

3 Who is eligible to participate

The Rights Issue is being extended to Eligible Shareholders (which is all Shareholders on the register as at 5.00pm (AWST) on the Record Date). For further details on Eligible Shareholders, refer to section 1 of Part E.

4 Issue Price

The Issue Price is $0.035 for each New Share representing a 7.8% discount to the price of Shares ($0.038) prior to entering a trading halt to finalise the terms of the Capital Raising.

5 Minimum subscription

There is no minimum subscription under the Rights Issue.

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6 Opening and Closing Date for applications

The Rights Issue opens for acceptances on 13 November 2012 and all Entitlement and Acceptance Forms and payments of Application Money must be received by no later than 5.00 pm (AWST time) on 28 November 2012, subject to the Directors being able to vary the Closing Date in consultation with the Underwriter and in accordance with the Corporations Act and the Listing Rules.

7 Applying for Additional Shares out of the Shortfall

Any New Shares not subscribed for by Eligible Shareholders pursuant to their Entitlements will form part of the Shortfall.

Eligible Shareholders (other than UEQ who, because of its priority sub-underwriting right, will not participate in the Shortfall made available to Eligible Shareholders) may, in addition to their Entitlement, apply for Additional Shares up to a maximum of $5,000 per shareholder, regardless of the size of their present holding, by specifying the total amount of New Shares they wish to apply for (including the Additional Shares) on their Entitlement and Acceptance Form.

Applications for Additional Shares may be satisfied out of the Shortfall.

As permitted by the Listing Rules, the Directors reserve the right to issue the Shortfall at their discretion.

In processing applications for the Shortfall and allocating the New Shares under the Shortfall, the Directors will:

• (a) give priority to applications for Shortfall Shares by existing Shareholders other than the Underwriter and sub-underwriters; and

• (b) before issuing Shortfall Shares to the Underwriter pursuant to the Underwriting Agreement, endeavour to satisfy all Applications by existing Shareholders other than the Underwriter, subject to ensuring no other Shareholder becomes entitled to more than 20% of total Shares on issue (in order to ensure no Shareholder breaches the requirements of the Corporations Act).

In the event applications for Shortfall Shares by existing Shareholders exceed the total amount of the Shortfall after processing Applications, the Directors will allocate the available Shortfall on a pro rata basis having regard to Shareholders’ interests on the Record Date.

Accordingly, the Company cannot guarantee that you will receive the Additional Shares you apply for in excess of your Entitlement.

It is an express term of the Rights Issue that Applicants for Additional Shares will be bound to accept a lesser number of Additional Shares allocated to them than applied for. If you do not receive any or all of the Additional Shares you applied for, any excess Application Monies will be returned to you without interest.

As the Additional Shares are limited to a maximum of $5,000 per shareholder, and other than as disclosed elsewhere in this document, the application for Additional Shares will not have a material effect on control of the Company.

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8 Underwriting

Under an underwriting agreement dated 30 October 2012 ( Underwriting Agreement ) between the Company and the Underwriter, the Underwriter has agreed to fully underwrite the Rights Issue.

The Underwriter's obligations to underwrite the Rights Issue are subject to satisfaction of a number of conditions precedent including completion of the Placement, the issue by the Company of completed due diligence documentation and other conditions customary for an underwriting of this kind.

The Underwriter may (in certain circumstances, having regard to the materiality of the relevant event) terminate its obligations to underwrite the Rights Issue if any specified termination events occur including, but not limited to:

• (a) the Company becoming unable to rely upon the provisions necessary to proceed with this rights issue pursuant to the ‘cleansing notice’ regime;

• (b) a change in law or regulatory intervention impacting the Rights Issue;

• (c) withdrawal of the Rights Issue or failure to meet the agree timetable by prescribed delays;

• (d) the commencement of hostilities or a major escalation of hostilities, national emergency, war or a major terrorist act is perpetrated involving any of these countries;

• (e) a fall of more than 15% in the All Ordinaries Index (as published by the ASX) from its level as at the close of business on 29 October 2012;

• (f) a change in the senior management or board of directors of the Company, without the prior consent of the Underwriter;

• (g) the commencement of legal proceedings against the Company or any of its directors;

• (h) an default by the Company in the performance of any of its material obligations under the Underwriting;

• (i) a warranty or representation contained in the Underwriting Agreement on the party of the Company becoming untrue or incorrect; and

• (j) other termination events customary for an agreement of this nature.

Under the Underwriting Agreement, the Company gives certain representations, warranties and indemnities customary for offers of the kind of the Rights Issue.

The Company must pay the Underwriter fees and expenses on normal market terms and has agreed to indemnify the Underwriter and persons connected with the Underwriter against losses they may suffer in connection with the Rights Issue.

The Underwriter has entered into a sub-underwriting agreement with UEQ pursuant to which UEQ has agreed to subscribe, on a priority basis, for the first $500,000 (or 14,285,715 shares) of any Shortfall (after allocation of the Additional Shares).

The Underwriter may enter into further sub-underwriting agreements.

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9 Rounding of Rights

Fractional Rights to New Shares will be rounded up to the nearest whole New Share.

Where the Company considers that holdings have been split in order to take advantage of this rounding, the Company reserves the right to aggregate holdings held by associated Shareholders for the purpose of calculating Rights.

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C How to participate

1 Read the Offer Document

Read the whole of this Offer Document including the Announcement, the Entitlement and Acceptance Form and other information made available

As stated on page 1 of this Offer Document , the Rights Issue is not being made under a disclosure document or prospectus. Accordingly, it is important for Shareholders to read and understand the publicly available information on the Company and the Rights Issue prior to accepting their Rights.

2 Consider the Rights Issue in light of your particular investment objectives and circumstances

Please consult with your stockbroker, accountant, financial or other professional adviser if you have any queries or are uncertain about any aspect of the Rights Issue. In particular, please refer to Part D 'Risk factors', which describe some of the key risks in relation to an investment in the Company.

3 What you may do – choices available

The number of New Shares to which Eligible Shareholders are entitled is shown on the Entitlement and Acceptance Form. If you are an Eligible Shareholder you may:

Option	Further information
Take up your Rights in full or in part	Section 4ofPart C
Take up your Rights in full and apply for Additional Shares	Section 5ofPart C
Allow some or all of your Rights to lapse	Section 8ofPart C

4 If you wish to accept your Rights in full or in part

Either:

• Complete the Entitlement and Acceptance Form for the number of New Shares you wish to take up in accordance with the instructions on the form. Return your completed form in the enclosed reply paid envelope, together with the Application Money to the Share Registry at the address set out in section 7 of Part C. It must be received by no later than 5.00 pm (AWST time) on 28 November 2012.

OR:

• Make a payment of $0.035 for each New Share you wish to apply for by BPAY in accordance with the instructions on the Entitlement and Acceptance Form by no later than 5.00 pm (AWST time) on 28 November 2012.

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5 If wish to in full and for you accept your Rights apply Additional Shares

Either:

• Complete the Entitlement and Acceptance Form for your full entitlement of New Shares and the Additional Shares you wish to apply for in accordance with the instructions on the form. Return your completed form in the enclosed reply paid envelope, together with the Application Money to the Share Registry at the address set out in section 7 of Part C. It must be received by no later than 5.00 pm (AWST time) on 28 November 2012.

OR:

• Make a payment of $0.035 for each New Share you wish to apply for by BPAY in accordance with the instructions on the Entitlement and Acceptance Form by no later than 5.00 pm (AWST time) on 28 November 2012.

6 Payment for New Shares

The issue price of $0.035 per New Share is payable in full on application.

All payments are to be made in Australian currency by cheque, bank draft or money order drawn on and payable at any Australian bank or by BPAY.

Cheques, bank drafts and money orders should be made payable to " Energia Minerals Limited – Rights Issue Account " and crossed "Not Negotiable".

Applicants are asked not to forward cash. Receipts for payments will not be issued.

BPAY payments should be made in accordance with the instructions on the Entitlement and Acceptance Form using the BPAY Biller Code and unique Customer Reference Number shown on the form. You are not required to return the Entitlement and Acceptance Form if you use BPAY to pay the Application Money.

If you have multiple holdings you will receive multiple BPAY reference numbers. To ensure you receive your entitlement you must use the customer reference number shown on each personalised Entitlement and Acceptance Form.

7 Address details and enquiries

Completed Entitlement and Acceptance Forms (including payment of Application Money) should be forwarded to the Company’s Share Registry by mail in the enclosed prepaid envelope or delivered to the following addresses:

By hand: By mail: Security Transfer Registrars Pty Ltd Security Transfer Registrars Pty Ltd 770 Canning Highway or PO Box 535 Applecross WA 6153 Applecross WA 6953

For further information on your Rights or what your choices are in relation to it, please contact the Company Secretary, on +61 (0)8 9321 5000.

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8 If you do not wish to accept all or any part of your Rights

To the extent you do not accept all or part of your Rights, it will lapse. As the Rights Issue is non-renounceable, your Rights are not be tradeable on ASX or otherwise transferable or able to be sold.

Shareholders who do not take up their Rights in full will not receive any payment or value for those Rights they do not take up. Shareholders who do not take up their Rights in full will have their proportionate interest in the Company diluted.

9 Consequences of accepting all or part of your Rights

Submitting an Application constitutes a binding offer by you to acquire New Shares on the terms and conditions set out in this Offer Document and, once lodged, cannot be withdrawn. The Entitlement and Acceptance Form does not need to be signed to be binding on you.

If an Application is not completed or submitted correctly it may still be treated as a valid Application for New Shares. The Company’s decision whether to treat an Application as valid and how to construe, amend, complete or submit the Application is final. By completing and returning your personalised Entitlement and Acceptance Form with the requisite Application Money or making a payment by BPAY, you:

• (a) agree to be bound by the terms of this Offer Document and the provisions of the Company’s constitution;

• (b) authorise the Company to register you as the holder(s) of the New Shares allotted to you;

• (c) declare that all details and statements made in the Entitlement and Acceptance Form are complete and accurate;

• (d) declare that you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Rights Offer;

• (e) acknowledge that once the Company receives the Entitlement and Acceptance Form or your payment by BPAY, you may not withdraw it except as allowed by law;

• (f) agree to apply for, and be issued with up to, the number of New Shares that you apply for at the Issue Price $0.035 per New Share;

• (g) authorise the Company and its officers or agents to do anything on your behalf necessary for the New Shares to be issued to you, including to act on instructions of the Share Registry upon using the contact details set out in the Entitlement and Acceptance Form;

• (h) declare that you are the current registered holder(s) of the Shares in your name at the Record Date;

• (i) acknowledge that the information contained in this Offer Document is not investment advice or a recommendation that New Shares are suitable for you, given your investment objectives, financial situation or particular needs;

• (j) acknowledge, represent and warrant that the law of any other place does not prohibit you from being given this Offer Document or making an application for New Shares; and

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• (k) acknowledge, represent and warrant that you are an Eligible Shareholder and have read and understood this Offer Document and the Entitlement and Acceptance Form and that you acknowledge the matters, and make the warranties and representations and agreements, contained in this Offer Document and the Entitlement and Acceptance Form.

10 When will you receive your New Shares?

It is expected that allotment of the New Shares will take place as soon as practicable after the Closing Date. It is expected that the New Shares will be allotted and that transaction confirmation statements will be despatched, on or before 5 December 2012. However, if the Closing Date is extended, the date for allotment and posting may also be extended.

No allotment of New Shares will be made until permission is granted for their quotation by ASX.

It is the responsibility of each Applicant applying for New Shares to confirm their holding before trading in those New Shares. Any person who sells New Shares before receiving confirmation of their holding in the form of the confirmation statement will do so at their own risk. The Company and the Share Registry disclaim all liability, whether in negligence or otherwise, to any person who trades in New Shares before receiving their confirmation statement.

Application Money will be held in trust in a subscription account until allotment. Any interest earned on Application Money will be retained by the Company, irrespective of whether allotment takes place.

The Directors may at any time decided to withdraw this Offer Document and the offers made under the Rights Issue, in which case the Company will return all Application Money (without interest) as soon as practicable.

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D Risk factors

Prior to deciding whether to apply for New Shares under the Rights Issue, Eligible Shareholders should read this Offer Document in its entirety and review all announcements made to the ASX in order to gain an understanding of the Company, its activities, operations, financial position and prospects. The risks included in this section are specific to the Company and its operations and are not exhaustive.

As the risks described in this section may impact upon the Company’s future performance, the Company and its Directors have taken steps to safeguard the Company from, and to mitigate the Company's exposure, to these risks.

1 Exploration

Exploration, by its nature, contains elements of significant risk. Ultimate success depends on the discovery and delineation of economically recoverable mineral resources, establishment of an efficient exploration operation and obtaining necessary government approvals. The exploration activities may be affected by a number of factors including, but not limited to, geological conditions, seasonal weather patterns, technical difficulties and failures, availability of the necessary drilling rigs, technical equipment and appropriately skilled and experienced technicians, adverse changes in government policy or legislation and access to appropriate funding when required.

There can be no assurance that the Company’s exploration activities, or any other projects, tenements or databases that the Company may acquire in the future, will result in the discovery of any significant mineral resource. Even if a significant mineral resource is identified, there can be no guarantee that it can be economically exploited.

2 Financing

The future capital requirements of the Company will depend on many factors including the results of exploration programs. An inability to obtain additional funding (if required) would have a material adverse affect on the Company’s business and the price of its Shares.

3 Approval Process

The approval processes for uranium mining are more rigorous that for the mining of other metals, as both Federal and State Government legislation must be satisfied in order to commence mining of uranium. There is a risk that, should economic deposits of uranium be discovered by the Company, the necessary government approvals may not be granted or may be significantly delayed.

4 Government policy

Mining activity in Australia (and uranium mining in particular) is regulated by Federal and State governments. Complying with the relevant laws and regulations for exploration

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and mining in general and specifically for uranium may increase the costs of exploring, drilling, developing, construction, operating and closing mines and other production facilities.

The Federal Government currently permits the mining and export of uranium under strict international agreements designed to prevent nuclear proliferation. The export of uranium if tightly controlled by the Federal Government through its licensing process and Australian uranium can only be exported to those countries who undertake to use it for peaceful purposes.

In Western Australia, there is no legislation prohibiting uranium mining and the current State Government supports the development of uranium mining. However, a change of government may reverse the current position.

The Queensland State Government’s policy currently opposes the mining of uranium but does not prevent exploration for uranium. However, on 22 October 2012, the Queensland State Government announced that it was convening an implementation committee to oversee the recommencement of uranium mining in Queensland. While the Company is not prevented from exploring for and evaluating any uranium deposits in Queensland, the development of any uranium deposits is dependent upon the implementation of this change in the Queensland Government’s policy.

South Australia and the Northern Territory each allow the mining of uranium provided strict conditions are adhered to, and such mining requires both State or Territory (as applicable) and Federal approvals.

In relation to the Company’s Projects in Italy, the granted tenements at Gorno and Val Camonica are subject to an application for renewal and the Gorno, Novazza and Val Vedello applications have not been granted. The Company cannot guarantee if or when these applications will be granted or the licences renewed.

Future changes in governments, regulations and policies affecting any of the areas in which the Company has projects may have an adverse impact on the Company.

5 Title and transfer

In relation to those of the Tenements that are exploration licences, some or all of these may be the subject of applications for extension in the future. If a Tenement is not extended, the Company may suffer significant damage through loss of the opportunity to discover and/or develop any mineral resources on that Tenement. In addition, the Company cannot guarantee that those tenements that exist will convert to mining tenure and therefore convert to productive mining operations.

6

Commodity price and demand, and exchange rates

The demand for, and price of, uranium is highly dependent upon a variety of factors, including international supply and demand, developments in alternative energy sources, actions taken by governments, global economic and political developments, exchange rates and the proper functioning of debt markets. In the event that the Company achieves exploration success leading to uranium production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange risks. Commodity prices fluctuate and are affected by

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many factors beyond the control of the Company, including supply and demand fluctuations for uranium, technology advances, forward-selling activities, debt markets and other macro-economic factors. Further, the international prices of various commodities, including uranium, are denominated in United States dollars, whereas the income and expenditure of the Company are, and will be taken into account, in Australian dollars. This exposes the Company to the fluctuations and volatility of the exchange rate between the Unites States dollar and the Australian dollar, as determined in international markets.

7 Competitive power generation technologies

Nuclear power generators produces negligible carbon dioxide compared to power sourced from the burning of fossil fuels including coal, distillate and petroleum gas and is therefore a potentially important source of energy as the emphasis on carbon reduction increases.

However, the successful development of technologies to reduce the cost of, and improve the reliability of supply of power from alternative sources including tidal power, solar energy wind farms, underground coal gasification and others could reduce the demand for uranium. Further, technologies are being developed to capture carbon emissions before they enter the atmosphere which, if proved commercial viable, could reduce demand for uranium.

8

Export restrictions

There are no nuclear power stations operating within Australia as at the date of this Prospectus and therefore all material quantities of uranium produced from Australian mines is exported. Federal legislation currently restricts the export of uranium to countries which are signatories to the Nuclear Non-proliferation Treaty and have a bilateral nuclear safeguard agreement with Australia.

9

Dependence on key personnel.

The Company’s success depends to a significant extent upon key management personnel, as well as other management and technical personnel, including those employed on a contractual basis. The loss of the services of certain personnel could adversely affect the Company and its activities.

For a further outline of the risks the Company faces, refer to the Company’s Prospectus dated 17 November 2009 and other ASX announcements.

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E Other important information

1 Eligible Shareholders

The Rights Issue is being extended to all of Shareholders recorded in the Company’s register of Shareholders. At the date of this document this includes Shareholders resident in Australia, Hong Kong, Monaco, New Zealand, Singapore and United Kingdom.

For Shareholders resident in Hong Kong, the contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

For Shareholders resident in Singapore, this document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are (i) an existing holder of the Company's shares, (ii) an "institutional investor" (as defined under the SFA) or (iii) a "relevant person" (as defined in section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

For Shareholders resident in New Zealand, the Company is relying on an exemption contained in the New Zealand Securities Act (Overseas Companies) Exemption Notice 2002 in relation to prospectus and investment statement requirements in New Zealand.

For Shareholders resident in the United Kingdom, this document does not constitute a prospectus for the purposes of the Prospectus Rules. Therefore this document is not an approved document for the purposes of, and as defined in, section 85 of FSMA, has not been prepared in accordance with the Prospectus Rules and has not been approved by the FSA or by any other authority which could be a competent authority for the purposes of the Prospectus Rules .

A Company reserves the right to determine eligibility for participation in the Rights Issue in its sole discretion.

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2 Optionholders

Holders of options in respect of Shares will not be entitled to participate in the Rights Issue unless:

• (a) they have become entitled to exercise their options under the terms of their issue and do so prior to the Record Date; and

• (b) participate in the Rights Issue as a result of being a holder of Shares registered on the share register at 5.00pm (AWST time) on the Record Date.

3 Potential effect on control

The potential effect of the Rights Issue on the control of the Company is as follows:

• (a) if some Eligible Shareholders do not take up all of their Rights, then the proportional interest of those Eligible Shareholders in the Company will be diluted; and

• (b) to illustrate the effect in a numerical sense, the Rights Issue may have the following effect on the control of the Company:

Scenario	Control impact
If all shareholders take up their full entitlement under the Offer	No effect on control. UEQ’s voting power would remain at 14.27%. Carbon Energy Limited’s voting power would remain at 23.03%
If:  shareholders (other than UEQ) take up only 75% of their full entitlement; and  UEQ takes up its full entitlement under both the Offer and its sub- underwriting	UEQ’s voting power would increase from 14.27% to 20.40%. Carbon Energy Limited’s voting power would fall from 23.03% to 21.38%.
If:  shareholders (other than UEQ) take up only 50% of their full entitlement; and  UEQ takes up its full entitlement under both the Offer and its sub- underwriting	UEQ’s voting power would increase from 14.27% to 22.38%. Carbon Energy Limited’s voting power would fall from 23.03% to 19.74%.

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Energia Minerals Limited

Scenario	Control impact
If:  shareholders (other than UEQ) take up only 25% of their full entitlement; and  UEQ takes up its full entitlement under both the Offer and its sub- underwriting	UEQ’s voting power would increase from 14.27% to 22.38%. Carbon Energy Limited’s voting power would fall from 23.03% to 18.09%.
If:  shareholders (other than Carbon Energy Limited and UEQ) take up only 50% of their full entitlement;  Carbon Energy Limited does not participate in the Offer; and  UEQ takes up its full entitlement under both the Offer and its sub- underwriting	UEQ’s voting power would increase from 14.27% to 22.38%. Carbon Energy Limited’s voting power would fall from 23.03% to 16.45%.
If:  shareholders (other than UEQ) do not take up any of their entitlement; and  UEQ takes up its full entitlement under both the Offer and its sub- underwriting	UEQ’s voting power would increase from 14.27% to 22.38%. Carbon Energy Limited’s voting power would fall from 23.03% to 16.45%.

Other shareholders of the Company may participate in the sub-underwriting of the Company but no shareholder will as a result of that sub-underwriting obtain voting power in excess of 20%.

A reference to the voting power of UEQ in the table above includes the voting power UEQ has in the Shares held by its Associate, Mr Tim Goyder, who is a director of Uranium Equities and holds approximately 1.23% of the shares in the Company.

If any of the option rights to take up shares in the Company are exercised, then both UEQ's and Carbon Energy Limited’s percentage shareholding would decrease. In the event that UEQ's voting power in the Company exceeds 19.9%, it will be relying on the exemption in section 611(item 10) of the Corporations Act.

UEQ has advised the Company that following the completion of the Rights Issue and the Placement, it:

• (a) has no intention to endeavour to change the business of the Company;

• (b) has no present intention to inject further capital into the Company (other than pursuant to the Anti-Dilution Right if the Company undertakes a capital raising in the 12 months after completion of the Rights Issue);

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Energia Minerals Limited

• (c) has no intention of endeavouring to make any changes regarding the future employment of the present employees of the Company; and

• (d) has no intention to endeavour to significantly change the financial or dividend distribution policies of the Company.

These intentions are based on information known to UEQ at the date of this Offer Document regarding the Company, its business and the business environment. That information is limited to publicly available information.

Any final decisions regarding these matters will only be made by UEQ in light of information and circumstances at the relevant time. Accordingly, the statements set out above are statements of current intention only, which may change as new information becomes available to it or as circumstances change.

Subject to the Company obtaining an required ASX waiver, the Company will grant UEQ the right but not the obligation to maintain its relevant interest obtained post the rights issue in the Company for the next 12 months on the terms announced.

The capital structure of the Company after the Rights Issue will be as follows (assuming none of the 20,150,000 options currently on issue are exercise before the Record Date and subject to rounding of any entitlements under the Rights Issue):

Shares currently on issue (including 125,925,005 Shares issued under the Placement) Maximum number of New Shares offered 50,370,003 under the Rights Issue Total Shares on issue on completion of the 176,295,008 Rights Issue, assuming the maximum number of New Shares that are offered are issued

4

The Board

The Company has agreed that UEQ will have the right to appoint a nominee to the Board following completion of the Placement. This will result in Bryn Jones being appointed as a non-executive Director of the Company.

5

No cooling off rights

Cooling off rights do not apply to an investment in New Shares. You cannot, in most circumstances, withdraw your Application once it has been accepted. Further, Rights cannot be traded on ASX or any other exchange, nor can they be privately transferred.

6

Taxation consequences

The taxation consequences of any investment in New Shares will depend upon your particular circumstances.

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Energia Minerals Limited

Potential investors must make their own enquiries concerning the taxation consequences of an investment in the Company. Applicants should consult their tax adviser for advice applicable to their individual needs and circumstances.

7 Privacy

The information about Applicants included on a Entitlement and Acceptance Form is used for the purposes of processing the Entitlement and Acceptance Form and to administer the Applicant’s holding of New Shares. By submitting a Entitlement and Acceptance Form, each Applicant agrees that the Company may use the information provided by an Applicant on the form for the purposes set out in this privacy statement and may disclose it for those purposes to the Underwriter, the Share Registry and the Company’s related bodies corporate, agents and contractors and third party service providers, including mailing houses and professional advisers, and to ASX and other regulatory authorities.

The Corporations Act requires the Company to include information about each Shareholder (including name, address and details of the Shares held) in the Register. The information contained in the Register must remain there even if that person ceases to be a Shareholder. Information contained in the Register is also used to facilitate payments and corporate communications (including the Company’s financial results, annual reports and other information that the Company wishes to communicate to its security holders) and compliance by the Company with legal and regulatory requirements.

Under the Privacy Act 1988 (Cth), you may request access to your personal information held by, or on behalf of, the Company or the Share Registry. A fee may be charged for access. You can request access to your personal information by telephoning or writing to the Share Registry as follows:

Security Transfer Registrars PO Box 535 Applecross WA 6953 Tel: +61 8 9315 2333

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Energia Minerals Limited

F Glossary

Additional Shares	Additional shares up to a maximum of $5,000 per Eligible Shareholder, issued to
	Eligible Shareholders in accordance with this Offer Document as set out in Section
	7 of Part B.
Announcement	The ASX announcement relating to the Capital Raising, as announced by the
	Company on 31 October 2012
Anti-Dilution Right	A right granted to UEQ in connection with the Placement (subject to ASX waiving
	the requirements of Listing Rule 6.18) to participate in any future capital raisings
	conducted by the Company in the 12 months following completion of the Rights
	Issue in order to maintain its percentage holding in the Company.
Applicant	A person who makes an Application
Application	An application to subscribe for New Shares under this Offer Document
Application Money	Money payable by Applicants in respect of Applications
ASIC	The Australian Securities and Investments Commission
ASX	ASX Limited ACN 008 624 691 or the Australian Securities Exchange, as applicable
AWST	Australian Eastern Standard Time
Board	The board of directors of the Company
Capital Raising	The Placement and the Rights Issue
Closing Date	28 November 2012
Company	Energia Minerals Limited ACN 078 510 988
Constitution	The constitution of the Company
Corporations Act	Corporations Act 2001(Cth)
Director	A director of the Company
Eligible Shareholder	A Shareholder as at 5.00pm (AWST time) on the Record Date
Entitlements	The entitlement of each Eligible Shareholder as shown on the Entitlement and
	Acceptance Form, which reflects their Rights under the Rights Issue.
Entitlement and	The Entitlement and Acceptance Form accompanying this Offer Document
Acceptance Form
Ex Date	2 November 2012
FSA	Financial Services Authority of the United Kingdom

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Energia Minerals Limited

FSMA	The Financial Services and Markets Act 2000, as amended
Information	The Offer Document the accompanying information
Issue Price	$0.035 per New Share
Listing Rules	The official listing rules of ASX, as amended or waived by ASX from time to time
New Shares	Shares offered under Rights Issue
Offer Document	This offer document
Opening Date	13 November 2012
Placement	The placement of 16,425,000 Shares to UEQ at $0.035 each to raise $574,875
	announced by the Company on 31 October 2012
Prospectus Rules	The prospectus rules contained in the FSA handbook published and updated from
	time to time by the FSA acting in its capacity as the United Kingdom Listing
	Authority
Record Date	9 November 2012
Register	The register of Shareholders required to be kept under the Corporations Act
Rights	The rights to 2 New Shares for every 5 Shares held at 5.00pm (AWST time) on the
	Record Date
Rights Issue	The non-renounceable offer of 2 New Shares for each 5 Shares registered and
	entitled to participate at 5.00 (AWST time) on the Record Date at the Issue Price
Share	A fully paid ordinary share in the Company
Share Registry	Security Transfer Registrars Pty Ltd
Shareholder	A holder of Shares
Shortfall	The number of New Shares offered under the Rights Issue for which Applications
	have not been received from Eligible Shareholders before the Closing Date.
Underwriter	Blue Ocean Securities Pty Ltd, underwriter to the Rights Issue
Underwriting Agreement	The underwriting agreement between the Company and the Underwriter dated 30
	October 2012, a summary of which is contained in section 8 of Part B of this Offer
	Document
UEQ	UEQ Investments Pty Ltd
Uranium Equities	Uranium Equities Limited

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Energia Minerals Limited

Corporate Directory

Directors

Mr Antonino Iannello (Non Exec. Chairman) Mr Kim Robinson (Managing Director) Mr Leigh Bettenay (Exec. Director) Mr Ian Walker (Non Exec. Director) Mr Max Cozijn (Non Exec. Director)

Underwriter

Blue Ocean Equities Pty Ltd Level 39 Aurora Place 88 Phillip Street Sydney NSW 2000

Company Secretary

Mr Jamie Armes

Registered Office

Suite 6 Level 2 20 Kings Park Road West Perth WA, Australia, 6005

Share Registry

Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross WA 6153

Website

www.energiaminerals.com

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