ALTAMIN LIMITED — Proxy Solicitation & Information Statement 2013

Sep 1, 2013

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ENERGIA MINERALS LIMITED

ABN 63 078 510 988

NOTICE OF GENERAL MEETING

PROXY FORM

AND

EXPLANATORY MEMORANDUM

DATE OF MEETING Friday, 4[th] October 2013

TIME OF MEETING

10:00am WST

PLACE OF MEETING

Level 2, 20 Kings Park Road 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 Level 2, 20 Kings Park Road, West Perth, Western Australia on Friday 4[th] October 2013 at 10:00am WST.

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

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

ORDINARY BUSINESS – RESOLUTIONS

1. Resolution 1 – Approval to issue Shares pursuant to the Share Placement

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

“That for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Company is authorised to issue Shares at an issue price of $0.02 , to raise up to $ 500,000 , on the terms and conditions set out in the Explanatory Memorandum ( Proposed Placement ), notwithstanding that such an issue of Shares or other securities may breach a defeating condition to the off-market takeover made by Cauldron Energy Limited.”

VOTING EXCLUSION STATEMENTS

The Company will disregard any votes on the respective Resolution cast by or on behalf of the following persons:

Resolution	Persons excluded from voting
Resolution 1 – Approval to issue	Any person who may participate in the proposed issue
Shares pursuant to the Share	and any person who might obtain a benefit, except a
Placement	benefit solely in the capacity of a holder of Shares, if
	Resolution 1 is passed, and any associates of those
	persons.

However, the Company need not disregard a vote by the persons excluded from voting on Resolutions 1 if:

• it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the Chairman 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 2 September 2013

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PROXIES

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

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

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

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

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

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

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

8. c) Post to Security Transfer Registrars Pty Ltd, PO Box 535, Applecross, Western Australia 6953; d) Facsimile to Security Transfer Registrars Pty Ltd on facsimile number (08) 9315 2233, or e) Online at www.securitytransfer.com.au.

9. 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.

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

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

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

13. The Chairman will vote undirected proxies in favour of Resolution 1.

Please consult your professional adviser for further details.

VOTING ENTITLEMENTS

For the purposes of section 1074E(2) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that the shareholding of each person for the purposes of determining entitlements to attend and vote at the meeting will be the entitlement of that person set out in the Company’s register as at 10:00am WST on Wednesday 2 October 2013. 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 Level 2, 20 Kings Park Road, West Perth, Western Australia on Friday 4[th] October 2013 at 10:00am WST.

The Directors recommend Shareholders read this Explanatory Memorandum and the Notice of General Meeting in full before making any decision in relation to the Resolution. 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.

1.1 Resolution 1 – Approval to issue Shares pursuant to the Share Placement

1.2 Background

The Company is seeking Shareholder approval to proceed with an issue of Shares to Sophisticated and Professional Investors pursuant to the Proposed Placement. The key commercial terms of the Proposed Placement are summarised below.

Placement Amount	$500,000
Number of shares	25,000,000 fully paid ordinaryshares(Placement Shares)
Issueprice	$0.02per Placement Share
Use of funds	The funds raised under the Proposed Placement will be used to fund further drilling at the Company’s Nyang Uranium Project in Western Australia and general working capital requirements
Conditions to issue of Placement Shares	The issue of the Placement Shares is conditional upon the passingof Resolution 1.

Subject to any adjustments arising from any issues of Shares by the Company, and assuming that all of the Placement Shares are issued, the following summary sets out the current Shares on issue plus the Placement Shares to be issued under Resolution 1:

on issue plus the Placement Shares to be issued under Resolution 1:
	Shares
Shares on issue prior to the Proposed Placement	176,295,008
Placement Shares pursuant to Resolution 1	25,000,000
Shares on issue post-Proposed Placement	201,295,008

1.3 Consequences of any Proposed Placement on the Cauldron Bid

The Cauldron Bid is an offer for all the fully paid ordinary shares in the issued capital of the Company the terms of which are set out in the Bidder’s Statement released to ASX in May 2013.

In response to the Bidder’s Statement, the Board have unanimously recommended that you reject the Cauldron Bid. The reasons for those recommendations are set out in detail in the Target’s Statement, and Supplementary Target’s Statements. The Independent Expert engaged by the Company has also determined the Cauldron Bid to be not fair and not reasonable to Energia shareholders.

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The Cauldron Bid is subject to a number of conditions which are set out in full in Annexure A of the Bidder’s Statement. These include a condition that the Company does not issue Shares or other securities, or agree to make such an issue, or grant such an option before the close of the Cauldron Bid.

Any issue of securities by the Company during this period, other than upon exercise of options which are already on issue, will breach a condition of the Cauldron Bid and would give Cauldron the option not proceed with the Cauldron Bid.

In considering this impact, the Board has in determining to put the Proposed Placement to Shareholder had regard to their unanimous view of the merits of the Cauldron Bid, the views of the Independent Expert and the fact that the very few Shareholders of Energia have accepted the Cauldron Bid (as at 26 July 2013 Cauldron had a relevant interest in 0.27% of the issued shares in Energia) despite it being open for acceptance for some 3 months.

The Board also notes that the implied value of a share in Energia under the Cauldron Bid is $0.0144 (based on the closing price of Cauldron as at 28 August 2013) which is less than the Proposed Placement price.

1.4 Requirement for Shareholder approval

The Company is seeking the approval of Shareholders under ASX Listing Rule 7.1 and the Takeovers Panel’s ‘frustrating action’ policy (Frustrating Action Policy) to proceed with the Proposed Placement, where to do so would trigger a defeating condition to the Cauldron Bid.

ASX Listing Rule 7.1

A summary of the requirements of ASX Listing Rule 7.1 is included above in respect of Resolution 1.

The Company currently does not have capacity under ASX Listing Rule 7.1 to issue the Proposed Placement. Accordingly, Shareholder approval is being sought to allow the Company to issue the Placement Shares without breaching ASX Listing Rule 7.1.

Frustrating Action Policy

The Frustrating Action Policy indicates that certain actions taken by a target company during a takeover bid should be restricted when such action would trigger a condition in the bid. In the circumstances specified, the Takeovers Panel has indicated that prior shareholder approval should be obtained before proceeding with such frustrating action, except in limited circumstances.

The Proposed Placement by the Company is likely to constitute a ‘frustrating action’ under the Frustrating Action Policy. In such circumstances unless advance Shareholder approval is obtained, it may be open to the Takeover Panel to make a declaration of unacceptable circumstances and to make orders to, amongst other things, prevent any placement or issue of Shares from proceeding.

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1.5 Technical information required by Listing Rule 7.3

Listing Rule 7.3 requires the following information to be provided to Shareholders:

Maximum number of Shares to be issued	25,000,000 Shares
Date by which Shares will be issued	If Resolution 1 is passed, the Shares will be issued on 11 October 2013, or such other date as agreed between the Company and the Sophisticated and Professional Investors, which, in any event, will be no later than three months after the date of the Meeting.
Issueprice	$0.02per Share
Terms	The Shares will be fully paid ordinary shares and on the same terms as existingfully paid ordinaryshares in the Company.
Allottees	Sophisticated and Professional Investors
Use or intended use of the funds raised	The funds raised under the Proposed Placement will be used to fund further drilling at the Company’s Nyang Uranium Project in Western Australia andgeneral workingcapital requirements.
Voting exclusion statement	The voting exclusion statement for the Resolution is set out in the notice of Meeting.

1.6 Board recommendation

The Directors recommend that Shareholders vote in favour of Resolution 1 and have each notified the Company that they intend to vote all the Shares controlled by them in favour of the Resolution.

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GLOSSARY

" ASIC " means the Australian Securities and Investments Commission;

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

“ Bidder’s Statement” means the bidder’s statement released by Cauldron Energy on 2 May 2013, in relation to the Cauldron Bid;

" Board " means the board of Directors of the Company;

“ Cauldron Bid” means the off-market takeover bid, announced by Cauldron Energy on 18 March 2013, to acquire all of the ordinary shares of the Company on the terms contained in the Bidder’s Statement;

“ Cauldron Energy ” means Cauldron Energy Limited ABN 22 102 912 783;

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

“ Proposed Placement ” has the meaning given in the explanatory information in respect of Resolution 1 set out in this Explanatory Memorandum;

“ Placement Share” has the meaning given in the explanatory information in respect of Resolution 1 set out in this Explanatory Memorandum;

" 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;

" Professional Investor " means a person who participated in the Proposed Placement who is not a "retail client" within the meaning of section 761G of the Corporations Act and is also one of the following:

(a) a sophisticated investor within the meaning of section 708(8) of the Corporations Act; or

(b) a professional investor within the meaning of section 708(11) of the Corporations Act;

“ Supplementary Target’s Statement” means the supplementary target’s statements released by the Company on 25 July 2013 and 31 July 2013, in relation to the Cauldron Bid;

“ Target’s Statement” means the target’s statement released by the Company on 24 May 2013, in relation to the Cauldron bid;

" WST " means Australian Western Standard Time.

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PROXY FORM

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

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ENERGIA MINERALS LIMITED

REGISTERED OFFICE:

ABN: 63 078 510 988

LEVEL 2 20 KINGS PARK ROAD WEST PERTH WA 6005

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

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Code: EMX Holder Number:

SECTION A: Appointment of Proxy

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

OR

The meeting Chairperson The name of the person you are appointing (mark with an "X") (if this person is someone other than the Chairperson of the meeting).

or failing the person named, or if no person is named, the Chairperson of the Meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the General Meeting of the Company to be held at 10.00am (WST) on Friday, 4th October 2013 at Level 2, 20 Kings Park Road, 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. Approval to issue Shares pursuant to the Share Placement

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.

Voting Exclusions:

Any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if Resolution 1 is passed, and any associates of those persons.

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

Proxies must be received by Security Transfer Registrars Pty Ltd no later than 10.00am (WST) on Wednesday, 2nd October 2013.

ONLINE PROXY SERVICE

You can lodge your proxy online at www.securitytransfer.com.au

1. Log into the Investor Centre using your holding details.

Online Proxy ID:

1. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area.

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3102459363

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 Wednesday, 2nd October 2013, 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 Online www.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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