ALTAMIN LIMITED — Capital/Financing Update 2012

Oct 30, 2012

31 October 2012

The Manager Company Announcements Office ASX Limited

– Energia Minerals Limited Notice under section 708AA(2)(f) of the Corporations Act 2001 (Cth)

Energia Minerals Limited ACN 127 171 877 ( Company ) has today announced a pro-rata nonrenounceable offer of approximately 50,370,003 fully paid, ordinary shares, each at an issue price of $0.035 per share on the basis of two new ordinary share for every five existing ordinary shares which are held as at 5.00pm (AWST) on the record date on 9 November 2012 by shareholders ( Offer ).

This notice is given by the Company under section 708AA(2)(f) of the Corporations Act 2001 (Cth) ( Corporations Act ) as notionally modified by Australian Securities and Investments Commission Class Order 08/35 ( CO 08/35 ).

The Company gives notice that:

• (a) the Company will offer the shares under the Offer without disclosure to investors under Part 6D.2 of the Corporations Act;

• (b) as at the date of this notice, the Company has complied with:

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

• (ii) section 674 of the Corporations Act;

• (c) as at the date of this notice, there is no excluded information (as defined in section 708AA(8) of the Corporations Act) which is required to be disclosed by the Company; and

• (d) the Rights Issue is likely to have an effect on control of the Company, and the consequences of that effect, will depend upon a number of factors, including shareholder demand.

Further to paragraph (d) above, the Company notes that:

• 1 It has today entered into an agreement to issue to UEQ Investments Pty Ltd (a wholly owned subsidiary of Uranium Equities Limited) (UEQ) 16,425,000 shares which, if completed, will give UEQ voting power of 14.27% in the Company on the terms and conditions set out in the announcement released on the same date as this notice.

• 2 This voting power comprises UEQ’s relevant interest of 13.04% and an interest of 1.23% held by its associate, Mr Tim Goyder, a director of Uranium Equities Limited.

• 3 UEQ will be a shareholder of the Company on the record date of the Offer and thus entitled to participate in it.

• 4 UEQ has indicated that it intends to take up its full entitlement under the Offer. Subject to paragraph 7 below, UEQ has agreed that it will not apply for any shortfall shares to be issued under the Offer.

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• 5 The Company has entered into an underwriting agreement with Sydney-based Blue Ocean Equities Pty Ltd to act as Underwriter of the entitlement offer ( Underwriter ).

• 6 UEQ has entered into a priority sub-underwriting agreement with the Underwriter pursuant to which it will subscribe, on a priority basis, for up to $500,000 (or 14,285,715 shares) of any shortfall on completion of the Offer (such agreement remaining at the date of this document subject to the conditions specified in the announcement in relation to the Offer released on the same date as this notice).

Accordingly, the Offer may have the following impact of control:

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%.
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%.

If any of the option rights to take up shares in the Company are exercised, then both UEQ and Carbon Energy Limited’s percentage shareholding would decrease.

Eligible shareholders may apply for shares up to $5,000 per shareholder in addition to their pro rata entitlements under the Offer to the extent that there is any shortfall. Subject to its right to sub-underwrite as set out above, UEQ has agreed that it will not apply for any shortfall shares to be issued under the Offer. Any such additional shares will be allocated at the discretion of the Company, provided that if any shareholder who takes up shares in addition to their pro rata entitlement would as a result hold greater than 19.9% of the Shares in the Company following completion of the Rights Issue then the number of additional shares they would be issued will be scaled back so that they do not hold greater than 19.9%. Additionally, the Company intends to scale back applications on a pro rata basis in the event of excess demand for such additional shares.

As announced on 31 October 2012, the Company agreed at the time of the placement to include a right to nominate one director for appointment to the Board of the Company and a right (subject to ASX granting a waiver of ASX Listing Rule 6.18) to maintain its percentage interest in the Company for 12 months on the terms set out in the announcement dated 31 October 2012.

By order of the board of Energia Minerals Limited

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JAMIE ARMES Company Secretary