ALTAMIN LIMITED — Proxy Solicitation & Information Statement 2010

May 20, 2010

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ENERGIA MINERALS LIMITED

ABN 63 078 510 988

NOTICE OF GENERAL MEETING

PROXY FORM

AND

EXPLANATORY MEMORANDUM

DATE OF MEETING

Thursday, 24 June 2010

TIME OF MEETING

10.00am WST

PLACE OF MEETING

The Celtic Club, 48 Ord Street, West Perth, Western Australia

This Notice of 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.

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ENERGIA MINERALS LIMITED ABN 63 078 510 988

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of the Shareholders of Energia Minerals Limited ("Company") will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Thursday, 24 June 2010 at 10.00am WST.

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

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

ORDINARY BUSINESS

Resolution 1 – Issue of Options to Ms Keren Paterson

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

"That, for the purposes of section 208 of the Corporations Act and Listing Rule 10.11 and for all other purposes, the shareholders approve the issue of 7,500,000 Options on the terms and conditions set out in the attached Explanatory Memorandum to Ms Keren Paterson (or her nominee or nominees):

The Company will disregard any votes cast on Resolution 1 by Ms Paterson and any associate of Ms Paterson. 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.

Resolution 2 – Issue of Options to Mr Ian Walker

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

"That, for the purposes of section 208 of the Corporations Act and Listing Rule 10.11 and for all other purposes, the shareholders approve the issue of 3,000,000 Options on the terms and conditions set out in the attached Explanatory Memorandum to Mr Ian Walker (or his nominee or nominees):

The Company will disregard any votes cast on Resolution 2 by Mr Walker and any associate of Mr Walker. 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.

Resolution 3 – Issue of Options to Mr Max Cozijn

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

"That, for the purposes of section 208 of the Corporations Act and Listing Rule 10.11 and for all other purposes, the shareholders approve the issue of 3,000,000 Options on the terms and conditions set out in the attached Explanatory Memorandum to Mr Max Cozijn (or his nominee or nominees):

The Company will disregard any votes cast on Resolution 3 by Mr Cozijn and any associate of Mr Cozijn. 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.

Page 1

Resolution 4 – Issue of Options to Dr Leigh Bettenay

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

"That, for the purposes of section 208 of the Corporations Act and Listing Rule 10.11 and for all other purposes, the shareholders approve the issue of 1,500,000 Options on the terms and conditions set out in the attached Explanatory Memorandum to Dr Leigh Bettenay (or his nominee or nominees):

The Company will disregard any votes cast on Resolution 4 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.

Resolution 5 – Issue of Options to Mr Antonino (“Tony”) Iannello

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

"That, for the purposes of section 208 of the Corporations Act and Listing Rule 10.11 and for all other purposes, the shareholders approve the issue of 750,000 Options on the terms and conditions set out in the attached Explanatory Memorandum to Mr Antonino (“Tony”) Iannello (or his nominee or nominees):

The Company will disregard any votes cast on Resolution 5 by Mr Iannello and any associate of Mr Iannello. 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.

Resolution 6 – Issue of Options to Dr Marcello de Angelis

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

"That, for the purposes of Listing Rule 7.1 and for all other purposes, the shareholders approve the issue of 5,000,000 Options on the terms and conditions set out in the attached Explanatory Memorandum to Dr Marcello de Angelis (or his nominee or nominees).”

The Company will disregard any votes cast on Resolution 6 by Dr de Angelis and any associate of Dr de Angelis. 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

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Jamie Armes Company Secretary 21 May 2010

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PROXIES

1. A Proxy Form is enclosed with this Notice of 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 or at the Company’s share registry 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 or Security Transfer Registrars Pty Ltd no later than 48 hours before the time fixed for holding the meeting. Proxy forms can be delivered to the Company’s registered office at Level 2, 20 Kings Park Road, West Perth, Western Australia 6005 or deliver or post to Security Transfer Registrars Pty Ltd, Alexandrea House, Suite 1, 770 Canning Highway, Applecross, Western Australia 6153 or PO Box 535, Applecross, Western Australia 6953 or alternatively on facsimile number (08) 9315 2233.

6. 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.

7. For the purposes of section 1074E(2) of the Corporations Act 2001 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 10.00am WST on Tuesday, 22 June 2010. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the meeting.

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ENERGIA MINERALS LIMITED ABN 63 078 510 988

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the General Meeting of the Company to be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Thursday, 24 June 2010 at 10.00am WST.

The Directors recommend Shareholders read this Explanatory Memorandum and the Notice of 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. RESOLUTIONS 1 TO 5, ISSUE OF OPTIONS TO DIRECTORS

1.1 Background to Resolutions 1 to 5

The Company in its Prospectus dated 17 November 2009 advised that it proposed to issue Options to the Directors subject to completion of the Offer and the commencement of quotation of the Company’s Shares on the ASX. Following quotation of the Company’s Shares on the ASX on 24 December 2009 the purpose of this General Meeting is to seek approval from Shareholders to finalise the grant of the Options previously proposed.

In addition to the proposed Options detailed in the Prospectus, the Company is also seeking Shareholder approval to grant Options to Mr Tony Iannello following his appointment as Chairman of the Company on 3 March 2010.

The Company proposes to grant a total of 15,750,000 Options to the Directors or their nominee(s) as follows:

Table 1

Table 1
	Options	Options	Options	Total Options to
	having a	having a	having a	be granted with
	$0.225	$0.25	$0.30	Shareholder
Director	exerciseprice	exerciseprice	exerciseprice	approval
Keren Paterson	2,500,000	2,500,000	2,500,000	7,500,000
Ian Walker	1,000,000	1,000,000	1,000,000	3,000,000
Max Cozijn	1,000,000	1,000,000	1,000,000	3,000,000
Leigh Bettenay (Alternate to Mr I
Walker)	500,000	500,000	500,000	1,500,000
TonyIannello	250,000	250,000	250,000	750,000
Total	5,250,000	5,250,000	5,250,000	15,750,000

The Options will vest and be exercisable on or before the following dates:

Table 2

Table 2
		Options having a	Options having a	Options having a
Director		$0.225 exerciseprice1	$0.25 exerciseprice	$0.30 exerciseprice
Keren Paterson,	Ian Walker,
Max Cozijn	‐ Expiry Date	24 June 2015	26 October 2014	26 October 2014
	‐ Vesting Date	Date of Grant	26 October 2010	26 October 2011
Leigh Bettenay	‐ Expiry Date	24 June 2015	26 October 2014	26 October 2014
	‐ Vesting Date	Date of Grant	Date of Grant	Date of Grant
Tony Iannello	‐ Expiry Date	24 June 2015	3 March 2015	3 March 2015
	‐ Vesting Date	Date of Grant	3 March 20112	3 March 20122

Notes:

1. The expiry date of the Options proposed to be issued with an exercise price of $0.225 per share is five years from the date of grant. Date of grant is based on the proposed date of the Shareholders meeting the subject of this Notice of Meeting.

2. Based on the appointment date of Mr Iannello being 3 March 2010.

The full terms and conditions of the Options to be issued to Directors or their nominee(s) are set out in Annexure A to this Explanatory Memorandum.

Page 4

Issue of Options to Ms Keren Paterson

Ms Paterson was offered, as a term of her employment as Managing Director, the entitlement to receive a total of 7.5 million unlisted Options after commencement of quotation of the Company’s Shares on the ASX. The purpose of the proposed issue of Options was to provide an added incentive to her to contribute to increasing Shareholder value post quotation.

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 Ms Paterson on the basis that her continuing involvement and contribution to the Company will be significant in achieving sustainable growth in Shareholder value. The Board also took into account Ms Paterson’s existing remuneration package (details of which are set out in table 6 on page 8 of this Explanatory Memorandum). The Board determined that it is appropriate to issue 7,500,000 Options to Ms Paterson given these factors. The Options were determined to be issued subject to Shareholder approval as part of her appointment to the Board effective from 26 October 2009.

Issue of Options to Dr Leigh Bettenay

Dr Bettenay was offered, as a term of his employment as General Manager – Exploration and Development, the entitlement to receive a total of 1.5 million unlisted Options after commencement of quotation of the Company’s Shares on the ASX. The purpose of the proposed issue of Options was to recognise the services provided by Dr Bettenay prior to quotation and to provide an added incentive to him to contribute to increasing Shareholder value post quotation.

Each Option proposed to be issued is exercisable into one Share upon payment of the exercise price. The Options will be exercisable from the date of grant and 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 also took into account Dr Bettenay’s existing remuneration package (details of which are set out in table 6 on page 8 of this Explanatory Memorandum). The Board determined that it is appropriate to issue 1,500,000 Options to Dr Bettenay given these factors. The Options were determined to be issued subject to Shareholder approval.

Issue of Options to Non‐Executive Directors

Messers Walker and Cozijn were instrumental in assisting in the completion of the Initial Public Offer capital raising for Energia and agreed to undertake the exercise for no remuneration other than the options to be issued following the listing of the Company on the ASX and with Shareholder approval.

The number of Options to be issued to each of the Non‐Executive Directors or their nominee(s) has been determined based upon consideration of their existing remuneration packages (details of which are set out in table 6 on page 8 of this Explanatory Memorandum) and the Directors’ wish to ensure that the remuneration offered is competitive with market standards. The Directors have determined the proposed number of options to be issued will ensure that the Non‐Executive Directors’ overall remunerations are in line with market standards and to adequately incentivise and ensure continuity of service of Directors who have appropriate knowledge and expertise.

Shareholders should note that for the reasons stated elsewhere in this Explanatory Memorandum, it is proposed to issue Options to the Non‐Executive Directors, Mr Walker, Mr Cozijn and Mr Iannello notwithstanding the guidelines contained in Box 8.2 of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations which state that non‐executive directors should not receive options.

Page 5

Should all of the Options granted to the Directors or their nominee(s) be exercised, the Company will receive a cash injection of $4,068,750. Each Director will be required to pay the following:

Table 3

Table 3
	Proceeds			Total Proceeds
	Options	Proceeds	Proceeds	Options to be
	having a	Options	Options	granted with
	$0.225	having a $0.25	having a $0.30	Shareholder
	exercise price	exercise price	exercise price	approval
Director	$	$	$	$
Keren Paterson	562,500	625,000	750,000	1,937,500
Ian Walker	225,000	250,000	300,000	775,000
Max Cozijn	225,000	250,000	300,000	775,000
Leigh Bettenay	112,500	125,000	150,000	387,500
TonyIannello	56,250	62,500	75,000	193,750
Total	$1,181,250	$1,312,500	$1,575,000	$4,068,750

1.2 Corporations Act – Related Party Transactions

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless either:

• (a) the giving of the financial benefit falls within one of the exceptions to the provision, or

(b) prior shareholder approval is obtained to the giving of the financial benefit.

The term financial benefit is widely defined and includes the issues of securities such as options. The definition of related party includes Directors.

The prohibition does not apply where a shareholder resolution is passed permitting the financial benefit to be given. Accordingly Resolutions 1 to 5 are being proposed for the purpose of obtaining Shareholder approval for the purposes of Chapter 2E of the Act.

Section 219 of the Corporations Act requires the following information to be provided to Shareholders:

The related party to whom the proposed resolution would permit the financial benefit to be given

The following persons are Directors of the Company and are therefore the related party to whom a financial benefit will be provided:

• Ms Keren Paterson;

• Mr Ian Walker;

• Mr Max Cozijn;

• Dr Leigh Bettenay (alternate Director for Mr I Walker), and

• Mr Tony Iannello.

The nature of the financial benefit

The proposed financial benefits to be given to each Director are the issue of Options for no consideration as detailed in Table 1 on page 4 of this Explanatory memorandum.

The Options have various expiry and vesting dates as detailed in Table 2 on page 4 of this Explanatory memorandum. The full terms and conditions of the Options are set out in Annexure A to this Explanatory Memorandum.

Directors' recommendation

All the Directors were available to make a recommendation. For the reasons noted above, all Directors recommend that Shareholders vote in favour of Resolutions 1 ‐ 5 save that each Director declines to make a recommendation in respect of the proposed issue of Options to that Director. No Director has an interest in the outcome of Resolutions 1 ‐ 5, other than the Director who is named in the Resolution as being the person to whom it is proposed the Options be issued.

Other information that is reasonably required by members to make a decision and that is known to the Company or any of its Directors

(a) Current holdings and dilutionary effect

The proposed Resolutions 1 – 5 would have the effect of giving power to the Directors to issue a total of 15,750,000 Options, on the terms and conditions set out in Annexure A to this Explanatory Memorandum and as otherwise mentioned above.

Page 6

The Company presently has 69,500,005 Shares and no Options on issue. The dilutionary effect of any exercise of the proposed Options is detailed below:

Table 4

Table 4
	Proforma Assuming	Proforma Assuming
	Exercise of Director	Exercise of Director and
	Options	Resolution 6 Options
	Number	Number
Current Shares on Issue	69,500,005	69,500,005
Potential Shares on Exercise of Options:‐
‐ Resolutions 1 to 5	15,750,000	15,750,000
‐ Resolution 6	‐	5,000,000
Potential Shares on issuepost exercise	85,250,005	90,250,005
Existing Shareholders % post exercise	81.52%	77.01%

If all the Options proposed to be issued to Directors above are exercised, the effect would be to dilute the shareholding of the Company's existing Shareholders by 18.48%. If all Options proposed to be issued to Directors above are exercised and assuming the Options the subject of Resolution 6 are also exercised the effect would be to dilute the shareholding of the Company's existing Shareholders by 22.99%.

The market price of Shares during the period of the Options will normally determine whether or not option holders exercise the Options. At the time any Options are exercised and Shares are issued pursuant to such exercise, the Shares may be trading at a price which is higher than the exercise price of the Options.

The table below illustrates the current Directors relevant interests in the Company’s securities as at the date of this notice and their potential relevant interest as a result of the proposed grant of Options:

Table 5

Table 5
				Total Shares
			Relevant interest	assuming	Estimated
		Options to	following issue of	exercise of	ownership
Director	Relevant Interest	be issued	Options	Options	percentage 5
Ms Paterson	75,000 (Direct)	7,500,000	75,000 (Direct)	7,575,000	8.39%
			7,500,000 Options
Mr Walker1,2	25,000 (Direct)	3,000,000	25,000 (Direct)	3,125,000	3.46%
	100,000 (Indirect)		100,000 (Indirect)
			3,000,000 Options
Mr Cozijn2, 3	10,000 (Direct)	3,000,000	10,000 (Direct)	3,050,000	3.38%
	40,000 (Indirect)		40,000 (Indirect)
			3,000,000 Options
Dr Bettenay4	100,000 (Indirect)	1,500,000	100,000 (Indirect)	1,600,000	1.77%
			1,500,000 Options
Mr Iannello	Nil	750,000	750,000 Options	750,000	0.83%

Notes:

1. Mr Walker has an indirect interest in 75,000 shares held by the Elizabethan Super Fund Pty Ltd and 25,000 shares held by Ian Walker as trustee for the Elizabethan Trust.

2. Mr Walker and Mr Cozijn are both directors of Carbon Energy Limited (“CNX”). CNX has a relevant interest in 29,000,005 Shares of the Company representing 41.73% of the voting power in the Company.

3. Mr Cozijn has an indirect interest in 10,000 Shares held by Diplomat Holdings Pty Ltd as trustee for Supermax RF and 30,000 Shares held by Diplomat Holdings Pty Ltd.

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

5. The estimated ownership percentage sets out the Director’s relevant interest percentage in the Shares of the Company should the Director exercise their Options, it is calculated on the assumption that the Options proposed to be issued in Resolution 6 are also exercised and no other allotment of Shares occurs.

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(b) Remuneration Packages

The Directors current annual remuneration including superannuation, and the total financial benefit proposed as a result of the issue of the Options the subject of Resolutions 1 to 5 is as follows:

Table 6

Table 6
			Value of
	Cash		proposed	Total
Director	Salary/Fees	Super	Options	remuneration
	$	$	$	$
Keren Paterson	225,000	20,250	239,525	484,775
Ian Walker1	20,000	1,800	95,810	117,610
Max Cozijn2	20,000	1,800	95,810	117,610
Leigh Bettenay3	160,000	14,440	47,905	222,345
TonyIannello	75,000	6,750	25,190	106,940
Total	$500,000	$45,040	$504,240	$1,049,280

Notes:

1. Mr Walker has provided additional services outside that of his normal non‐executive director duties, for these other services Mr Walker has been paid an additional $17,350 since 1 July 2009 to date.

2. Mr Cozijn has provided additional services as Company Secretary outside that of his normal non‐executive director duties, for these other services Mr Cozijn has been paid an additional $20,800 since 1 July 2009 to date.

3. Prior to commencing as an employee Dr Bettenay had received consultancy fees totalling $22,000. Dr Bettenay is employed on a part time basis; the salary shown above is calculated as 80% of the full time equivalent.

(c) Share Price Information

The following table gives details of the highest, lowest and latest closing price of the Shares trading since quotation on the ASX on 24 December 2009 to the finalisation of this Notice of Meeting on 29 April 2010:

Table 7

Table 7
	Price($)	Date
Highest	$0.23	4/1/2010
Lowest	$0.11	27/4/2010
Last	$0.115	28/4/2010

(d) Valuation

An estimate of the value of the Options proposed to be issued pursuant to Resolutions 1 to 5 using the Black Scholes option pricing model has been calculated as set out below:

Table 8

Table 8
	Total Number	Total Value using
Director	of Options	Black Scholes Model
Ms Keren Paterson	7,500,000	$239,525
Mr Ian Walker	3,000,000	$95,810
Mr Max Cozijn	3,000,000	$95,810
Dr Leigh Bettenay	1,500,000	$47,905
Mr Antontio Iannello	750,000	$25,190
Total	15,750,000	$504,240

The Black and Scholes option pricing model (" B&S Model ") has been applied in providing valuation information in respect to the Options to be issued to the Directors.

Page 8

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). The following value has been calculated for the Options using the B&S Model based on the following assumptions and variables:

Assumptions

• that the Options are American call options (i.e. they can be exercised at any time during the period);

• 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

• Share price of $0.12 (based on the weighted average price of the Company's Shares over the last 28 trading days prior to the completion of this Notice of Meeting on 29 April 2010;

• a risk free interest rate of 5.15%;

• Forecast volatility of 50%;

• The following respective exercise prices and dates of expiry:

Table 9

Table 9
	Expiry Date of Options	Expiry Date of Options	Expiry Date of Options
	having a $0.225	having a $0.25	having a $0.30
Director	exerciseprice1	exerciseprice	exerciseprice
Keren Paterson	24 June 2015	26 October 2014	26 October 2014
Ian Walker	24 June 2015	26 October 2014	26 October 2014
Max Cozijn	24 June 2015	26 October 2014	26 October 2014
Leigh Bettenay	24 June 2015	26 October 2014	26 October 2014
Tony Iannello	24 June 2015	3 March 20152	3 March 20152

Notes:

1. The expiry date of the Options proposed to be issued with an exercise price of $0.225 per share is five years from the date of grant. Date of grant is based on the proposed date of the Shareholders meeting the subject of this Notice of Meeting.

2. Based on the appointment date of Mr Iannello.

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.

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Australian Equivalents of International Financial Reporting Standards

Under AASB 2 Share Based Payments, pursuant to the adoption of Australian International Financial Reporting Standards (AIFRS), the Company is required to recognise the fair value of Options granted to Directors, employees, consultants and other advisors as an expense on a pro‐rata basis over the vesting period of each Option in the Company’s income statement with a corresponding adjustment to equity on the Company’s balance sheet.

Using the assumed Option value derived from the Black Scholes option pricing calculations set out above in this Explanatory Memorandum, the impact of the issue of Options on the Company’s income statement for the three financial years ended 30 June 2012 under each of Resolution 1 to 5 would be as follows:

Table 10

Table 10
			Assumed	30 June 2010	30 June 2011	30 June 2012
			value of	Income	Income	Income
			Options	Statement	Statement	Statement
Resolution		Director	$	$	$	$
Resolution	1	Keren Paterson	239,525	171,100	57,918	10,507
Resolution	2	Ian Walker	95,810	68,440	23,167	4,203
Resolution	3	Max Cozijn	95,810	68,440	23,167	4,203
Resolution	4	Leigh Bettenay	47,905	47,905	‐	‐
Resolution	5	TonyIannello	25,190	13,522	9,266	2,402
Total			$504,240	$369,407	$113,518	$21,315

It should be noted that the actual expense amounts may differ from those set out above if any of the assumptions underlying the Black Scholes pricing model at the date of issue of the Options vary from those set out above.

Neither the Directors nor the Company are 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 Resolutions.

Page 10

Table 11	Mr Iannello	Mr Iannello or his nominee(s).	750,000	As soon as practicable after the date of the General Meeting, but in any event no later than 1 month after the date of the meeting.	The Options will be issued for nil consideration. 250,000 with an exercise price of $0.225 per Share, vesting immediately and expiring on the date 5 years from date of grant estimated to be 24 June 2015. 250,000 with an exercise price of $0.25 per Share, vesting on 3 March 2011 and expiring on 3 March 2015. 250,000 with an exercise price of $0.30 per Share, vesting on 3 March 2012 and expiring on 3 March 2015.
	Dr Bettenay	Dr Bettenay or his nominee(s).	1,500,000	As soon as practicable after the date of the General Meeting, but in any event no later than 1 month after the date of the meeting.	The Options will be issued for nil consideration. 500,000 with an exercise price of $0.225 per Share, vesting immediately and expiring on the date 5 years from date of grant estimated to be 24 June 2015. 500,000 with an exercise price of $0.25 per Share, vesting immediately and expiring on 26 October 2014. 500,000 with an exercise price of $0.30 per Share, vesting immediately and expiring on 26 October 2014.
	Mr Cozijn	Mr Cozijn or his nominee(s).	3,000,000	As soon as practicable after the date of the General Meeting, but in any event no later than 1 month after the date of the meeting.	The Options will be issued for nil consideration. 1,000,000 with an exercise price of $0.225 per Share, vesting immediately and expiring on the date 5 years from date of grant estimated to be 24 June 2015. 1,000,000 with an exercise price of $0.25 per Share, vesting on 26 October 2010 and expiring on 26 October 2014. 1,000,000 with an exercise price of $0.30 per Share, vesting on 26 October 2011 and expiring on 26 October 2014.
	Mr Walker	Mr Walker or his nominee(s).	3,000,000	As soon as practicable after the date of the General Meeting, but in any event no later than 1 month after the date of the meeting.	The Options will be issued for nil consideration. 1,000,000 with an exercise price of $0.225 per Share, vesting immediately and expiring on the date 5 years from date of grant estimated to be 24 June 2015. 1,000,000 with an exercise price of $0.25 per Share, vesting on 26 October 2010 and expiring on 26 October 2014. 1,000,000 with an exercise price of $0.30 per Share, vesting on 26 October 2011 and expiring on 26 October 2014.
	Ms Paterson	Ms Paterson or her nominee(s).	7,500,000	As soon as practicable after the date of the General Meeting, but in any event no later than 1 month after the date of the meeting.	The Options will be issued for nil consideration. 2,500,000 with an exercise price of $0.225 per Share, vesting immediately and expiring on the date 5 years from date of grant estimated to be 24 June 2015. 2,500,000 with an exercise price of $0.25 per Share, vesting on 26 October 2010 and expiring on 26 October 2014. 2,500,000 with an exercise price of $0.30 per Share, vesting on 26 October 2011 and expiring on 26 October 2014.
	Details	Options to be issued to:	Number of Options to be issued:	Date of issue:	Consideration, exercise price, vesting and expiry dates:

Mr Iannello	The Options will be issued on the terms and conditions set out in Appendix A to this Explanatory Memorandum. All Shares issued upon exercise of any Options will rank equally with all existing Shares.	There will be no funds raised from the issue of the Options. Any funds raised from the exercise of the Options are anticipated to be used for the working capital purposes of the Company.
Dr Bettenay	The Options will be issued on the terms and conditions set out in Appendix A to this Explanatory Memorandum. All Shares issued upon exercise of any Options will rank equally with all existing Shares.	There will be no funds raised from the issue of the Options. Any funds raised from the exercise of the Options are anticipated to be used for the working capital purposes of the Company.
Mr Cozijn	The Options will be issued on the terms and conditions set out in Appendix A to this Explanatory Memorandum. All Shares issued upon exercise of any Options will rank equally with all existing Shares.	There will be no funds raised from the issue of the Options. Any funds raised from the exercise of the Options are anticipated to be used for the working capital purposes of the Company.
Mr Walker	The Options will be issued on the terms and conditions set out in Appendix A to this Explanatory Memorandum. All Shares issued upon exercise of any Options will rank equally with all existing Shares.	There will be no funds raised from the issue of the Options. Any funds raised from the exercise of the Options are anticipated to be used for the working capital purposes of the Company.
Ms Paterson	The Options will be issued on the terms and conditions set out in Appendix A to this Explanatory Memorandum. All Shares issued upon exercise of any Options will rank equally with all existing Shares.	There will be no funds raised from the issue of the Options. Any funds raised from the exercise of the Options are anticipated to be used for the working capital purposes of the Company.
Details	Terms and conditions:	Funds:

2. RESOLUTION 6 – ISSUE OF OPTIONS TO MARCELLO De ANGELIS

Introduction

The Company proposes to issue a total of 5,000,000 Options to Dr Marcello de Angelis or his nominee or nominees.

The Options are exercisable at 30 cents per Option on or before 24 June 2015. The full terms and conditions of the Options proposed to be issued to Dr de Angelis or his nominee(s) are set out in Annexure B to this Explanatory Memorandum.

In its Prospectus dated 17 November 2009, the Company advised that under previous arrangements between Carbon Energy Ltd and Dr Marcello de Angelis, Carbon Energy agreed to procure for Dr de Angelis a 5% interest in certain uranium prospective tenements acquired by Carbon Energy as a result of Dr de Angelis’ consultancy services.

In lieu of Dr de Angelis being granted a 5% interest in the relevant tenements, the Company has agreed to:

• (1) issue 5,000,000 Options to Dr de Angelis, with each Option entitling Dr de Angelis to subscribe for one Share at an exercise price of $0.30 per Option; and

• (2) retain Dr de Angelis to provide consultancy services to the Company for a minimum of 5 days per calendar month at a rate of $1,000 per day (or $5,000 per month), based on a minimum of 8 working hours per working day.

The agreement was conditional on the Company being admitted to the Official List and the Company’s Shares being granted official quotation by ASX. Under the agreement, Dr de Angelis releases Carbon Energy from any obligations it may have under the previous consultancy arrangements between Carbon Energy and Dr de Angelis and Dr de Angelis also acknowledges (for the benefit of both the Company and Carbon Energy) that he is not entitled to an interest in the relevant tenements.

Following quotation of the Company’s Shares on the ASX on 24 December 2009, the purpose of this Resolution 6 is to seek approval from Shareholders to finalise the grant of the Options as per the Company’s contractual obligation.

Listing Rule 7.1

Listing Rule 7.1 provides that a listed company may not, subject to specified exceptions, issue or agree to issue equity securities (including an option) in any 12 month period where the total number of securities to be issued exceeds 15% of the number of fully paid ordinary securities on issue 12 months before the date of issue, except with the prior approval of members of the company in general meeting of the terms and conditions of the proposed issue. Resolution 6 has been included so that Shareholders may approve pursuant to Listing Rule 7.1 the issue of the Options to Dr Marcello de Angelis.

Additional Information

The following information is provided to Shareholders for the purposes of Listing Rule 7.3:

Table 12

Table 12
Options to be issued to:	Dr Marcello de Angelis or his nominee or nominees (a consultant of the Company and not a related party.)
Number of Options to be issued:	5,000,000
Date of issue:	As soon as practicable after the date of the General Meeting, but in any event no later than 3 months after the date of the meeting. The Options will be allotted on one day.
Consideration, exercise price, vesting and expiry dates:	The Options will be issued as consideration in lieu of being granted a 5% interest in certain uranium prospective tenements. The exercise price of each Option is $0.30. Each Option will expire on 24 June 2015.
Terms and conditions:	The Options will be issued on the terms and conditions set out in Appendix B to this Explanatory Memorandum. All Shares issued upon exercise of any Option will rank equally with all existing Shares.
Funds:	There will be no funds raised from the issue of the Options. Any funds raised from the exercise of the Options will be used for the working capital purposes of the Company.

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GLOSSARY

" $ " means Australian dollars, the legal currency of Australia;

" 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;

" 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;

" Listing Rules " means the Listing Rules of ASX;

" Meeting " means the general meeting the subject of this Notice; " Notice " of " Notice of Meeting " means the notice of meeting which accompanies this Explanatory Memorandum; " Option " means an option to acquire a Share;

" 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.

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ANNEXURE A

ENERGIA MINERALS LIMTED

ABN 63 078 510 988

DIRECTORS OPTIONS TERMS & CONDITIONS

1. The Options are exercisable at any time between the Vesting Date and 5.00 pm WST on the Expiry Date by notice in writing to the Company accompanied by payment of the exercise price.

2. Should the Director resign after the Vesting Date, then the Director retains the Options until their expiry or exercise.

3. An Option can only be exercised after its Vesting Date.

4. An Option will lapse if the Director has resigned or his employment ceased prior to the Option’s Vesting Date.

5. The Options can be exercised in whole or in part, and if exercised in part multiples of 10,000 must be exercised on each occasion, except where the number of Options held is less than 10,000, in which case all such Options must be exercised at the same time. Each Option shall carry the right to subscribe to one fully paid ordinary share in the Company.

6. The Options can be transferred to a nominee of the Director and will be unlisted.

7. All Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s then existing fully paid Shares. The Company will use its best endeavors to apply for Official Quotation by the ASX of all Shares issued upon exercise of the Options.

8. There are no participating rights or entitlements inherent in the Options to participate in any new issue of securities which may be offered to Shareholders of the Company from time to time prior to the Options expiry date. However at least 10 business days before the record date to determine entitlements to any such new issue of securities, the Company will notify the Option holder(s) of the proposed new issue. This will afford the Option holder(s) an opportunity to exercise all or some of the Options prior to the record date of any such new issue.

9. The Option holder will be entitled to participate in any new pro‐rata issue of securities of the Company on prior exercise of the Options. For this purpose the Option holder will be afforded a period of at least 10 business days before the record date for determining entitlements to the issue, to exercise his Options.

10. The Options do not confer on the Option holder any right to participate in dividends until Shares are allotted pursuant to the exercise of the Options.

11. In the event of a reorganisation of the issued capital of the Company, the Options will be reorganised in accordance with the Listing Rules of the ASX (if applicable) and in any case in a manner which will not result in any benefits being conferred on Option holders which are not conferred on Shareholders.

12. The number of Shares to be issued pursuant to the exercise of Options will be adjusted for bonus issues made prior to exercise of the Options so that, upon exercise of the Options, the number of Shares received by the Option holder will include the number of bonus Shares that would have been issued if the Options had been exercised prior to the record date to determine entitlements for the bonus issues. The exercise price of the Options shall not change as a result of any such bonus issues.

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ANNEXURE B

ENERGIA MINERALS LIMTED

ABN 63 078 510 988

DE ANGELIS OPTION TERMS & CONDITIONS

1. The Options are exercisable at any time during the period commencing on the issue date of the Options and ending at 5.00pm Perth time on the date that is 5 years after the issue date. The Options may be exercised by notice in writing to the Company accompanied by payment of the exercise price.

2. The Options can be exercised in whole or in part, and if exercised in part, multiples of 10,000 must be exercised on each occasion, except where the number of Options held is less than 10,000, in which case all such Options must be exercised at the same time. Each Option shall carry the right to subscribe to one fully paid ordinary share in the Company.

3. The exercise price of each Option is $0.30.

4. The Options will be unlisted and may only be transferred to an entity that is controlled (within the meaning of section 50AA of the Corporations Act) by the recipient, but cannot be sold or otherwise traded. If the entity which holds the Options ceases to be controlled by the recipient, the Options must immediately be transferred back to the recipient. The purported exercise of Options by an entity or person which the directors consider is not controlled by the recipient will be of no force or effect.

5. All shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s then existing fully paid shares ( Shares ). The Company will apply for official quotation by the ASX of all Shares issued upon exercise of the Options.

6. The Options can be transferred to a nominee of Dr Marcello de Angelis and will be unlisted.

7. There are no participating rights or entitlements inherent in the Options to participate in any new issue of securities which may be offered to Shareholders of the Company from time to time prior to the Expiry Date of the Options. However, at least 10 business days before the record date to determine entitlements to any such new issue of securities, the Company will notify the Option holder(s) of the proposed new issue. This will afford the Option holder(s) an opportunity to exercise all or some of the Options prior to the record date of any such new issue.

8. The Options do not confer on the Option holder any right to participate in dividends until Shares are allotted pursuant to the exercise of the Options.

9. In the event of a reorganisation of the issued capital of the Company, the rights attaching to the Options will be changed to the extent necessary to comply with the applicable Listing Rules of the ASX at that time and in any case in a manner which will not result in any benefits being conferred on Option holders which are not conferred on Shareholders.

10. The number of Shares to be issued pursuant to the exercise of Options will be adjusted for bonus issues made prior to exercise of the Options so that, upon exercise of the Options, the number of Shares received by the Option holder will include the number of bonus Shares that would have been issued if the Options had been exercised prior to the record date to determine entitlements for the bonus issues. The exercise price of the Options shall not change as a result of any such bonus issues.

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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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PROXY FORM

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ENERGIA MINERALS LIMITED

REGISTERED OFFICE:

ABN: 63 078 510 988

SUITE 6 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

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 General Meeting of the Company to be held at 10.00am WST on Thursday 24 June 2010 at The Celtic Club, 48 Ord Street, West Perth, Western Australia and at any adjournment of that meeting.

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. Issue of Options to Ms Keren Paterson

2. Issue of Options to Mr Ian Walker

3. Issue of Options to Mr Max Cozijn

4. Issue of Options to Dr Leigh Bettenay

5. Issue of Options to Mr Tony Iannello

6. Issue of Options to Dr Marcello de Angelis

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If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

• 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.

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 acknowledge that the Chairperson may exercise your proxy even if he has an interest in the outcome of Resolution 5 and votes cast by him/her other than as a proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolution 5 and your votes will not be counted in calculating the required majority if a poll is called on the resolution. The Chairperson of the Meeting intends to vote undirected proxies in favour of the resolution.

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

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Reference Number:

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0415609577

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 box in Section A. Please also refer to Section B of this proxy form and ensure you mark the box in that section if you wish to appoint the Chairperson as your Proxy.

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.

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.

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

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than 10.00am WST on Tuesday 22 June 2010, 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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