ALTAMIN LIMITED — Proxy Solicitation & Information Statement 2014

Sep 4, 2014

5 Setptember 2014

ASX Announcement

ASX Code EMX

NOTICE OF GENERAL MEETING – 7 OCTOBER 2014

The attached Notice of General Meeting, Explanatory Memorandum and Proxy Form was despatched to shareholders today.

For and on behalf of the Board.

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Max Cozijn Company Secretary Director

ABN 63 078 510 988

PO Box 1785 West Perth WA 6872

Level 2, 20 Kings Park Road West Perth WA 6005

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

Board of Directors Tony Iannello Non Executive Chairman Kim Robinson Managing Director Max Cozijn Finance Director Ian Walker Non-Executive Director Company Secretary Max Cozijn

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ENERGIA MINERALS LIMITED

ABN 63 078 510 988

NOTICE OF GENERAL MEETING

EXPLANATORY MEMORANDUM

AND

PROXY FORM

DATE OF MEETING Tuesday, 7 October 2014

TIME OF MEETING

10.00am WST

PLACE OF MEETING

President’s Room, 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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CHAIRMAN’S LETTER

Dear Shareholder

As announced on 25 August 2014, Energia Minerals Limited ( Company ) has entered into a mandate with Euroz Securities Ltd ( Euroz ) to undertake a funding package. The package, totalling approximately A$8.15 million, will comprise:

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• a A$6 million share placement at A$0.025 per Share to sophisticated and professional investors of Euroz ( Proposed Placement ); and

conditional upon the Proposed Placement proceeding, a non-renounceable entitlement issue on the basis of 1 new share for every 6 shares held at A$0.025 per Share to raise approximately A$2.15 million ( Rights Issue ).

Placement commitments to raise the full A$6 million contemplated by the Proposed Placement have now been secured and this notice of general meeting seeks the necessary shareholder approval required to complete that aspect of the fundraising.

This funding package is, in our view, a strong endorsement of the Company and its strategy and the culmination of a lot of hard work in a market that continues to challenge smaller mining companies.

The funds raised will enable us to fast track the evaluation, financing and advancement of the Gorno Zinc Project thereby enhancing the value of this exciting project. It also sees the Company secure the support of a strong group of cornerstone investors including Mr Alexander Burns who was formerly the Managing Director of Sphere Minerals Ltd until its takeover by Xstrata PLC for $514 million in 2010, and Mr Marcello Cardaci, a partner with law firm Gilbert + Tobin, who will both join a restructured Board on completion of the Proposed Placement.

Further details regarding the Resolutions, the Proposed Placement and the Rights Issue are contained in the Notice of General Meeting and Explanatory Memorandum that follow. I encourage each of you to read these materials in detail before deciding how to vote.

Your Directors are unanimous in their support for this funding package and consider it in the best interests of shareholders. Accordingly, the Directors unanimously recommend that you vote in favour of each Resolution contained in this Notice of General Meeting and Explanatory Memorandum.

Yours faithfully

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Tony Iannello Chairman 5 September 2014

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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 President’s Room, The Celtic Club, 48 Ord Street, West Perth, Western Australia on Tuesday, 7 October 2014 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 General Meeting have the meaning given to them in the glossary contained in the Explanatory Memorandum.

ORDINARY BUSINESS – RESOLUTIONS

1. Resolution 1 – Approval of capacity to issue Placement Shares pursuant to the Proposed Placement

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, Shareholders approve and authorise the Directors to issue and allot up to 240,000,000 Placement Shares at an issue price of A$0.025 per Placement Share to sophisticated and professional investors, to raise up to A$6 million, on the terms and conditions set out in the Explanatory Memorandum.”

2. Resolution 2 – Ratification of prior issue of Shares pursuant to the July 2014 Placement

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

"That for the purposes of Listing Rule 7.4 and all other purposes, Shareholders ratify the issue by the Company of 35,000,000 Shares at an issue price of A$0.02 per Share to sophisticated and professional investors on the terms and conditions set out in the Explanatory Memorandum."

VOTING EXCLUSION STATEMENTS

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

Resolution	Persons excluded from voting
Resolution 1 – Approval of capacity to issue Placement Shares pursuant to the Proposed Placement	Any person who may participate in the Proposed Placement 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.
Resolution 2 – Ratification of prior issue of Shares pursuant to the July 2014 Placement	Any person who participated in the issue of Shares the subject of this Resolution 2 and any of their associates.

However, the Company need not disregard a vote by the persons excluded from voting on Resolutions 1 and 2 if:

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• 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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Max Cozijn Company Secretary

5 September 2014

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PROXIES

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

2. If a Shareholder is entitled to cast two or more votes, the Shareholder may appoint not more than 2 proxies. A proxy need not be a Shareholder.

3. Where a Shareholder appoints 2 proxies and does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, each proxy may exercise half of the Shareholder’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 Meeting or any adjournment of the Meeting as the case may be.

5. A body corporate Shareholder may elect to appoint a representative, rather than appoint a proxy, in accordance with section 250D of the Corporations Act. Where a body corporate appoints a representative, the Company requires written proof of the representative’s appointment to be lodged with or presented to the Company before the Meeting.

6. Proxy Forms (and the power of attorney, if any, under which a Proxy Form is signed) must be received by the Company’s share registry no later than 48 hours before the time fixed for holding the Meeting. Proxy Forms can be delivered:

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

8. b) by post to Security Transfer Registrars Pty Ltd, PO Box 535, Applecross, Western Australia 6953; or

9. c) by facsimile to Security Transfer Registrars Pty Ltd on facsimile number (08) 9315 2233.

Shareholders can also lodge their proxy vote securely at www.securitytransfer.com.au by logging into the Investor Centre using their holding details, clicking on “Proxy Voting” and providing their Online Proxy ID to access the voting area. Shareholders do not need to return the Proxy Form to the Company’s share registry if they have lodged their votes online.

1. 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.

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

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

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

5. The Chairman will vote undirected proxies in favour of Resolutions 1 and 2.

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 (Cth), 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 5 October 2014. 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 President’s Room, The Celtic Club, 48 Ord Street, West Perth, Western Australia on Tuesday, 7 October 2014 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 Resolutions. Terms used in this Explanatory Memorandum will, unless the context otherwise requires, have the meaning given to them in the glossary contained at the end of this Explanatory Memorandum.

1 Resolution 1 – Approval of capacity to issue Placement Shares pursuant to the Proposed Placement

1.1 Background to the proposed funding package

As announced on 25 August 2014, the Company has entered into a mandate with Euroz to undertake a funding package. The package, totalling approximately A$8.15 million, will comprise:

• 1 a A$6 million share placement at A$0.025 per Share (each a Placement Share ) to sophisticated and professional investors of Euroz ( Proposed Placement ); and

• 2 conditional upon the Proposed Placement proceeding, a non-renounceable entitlement issue on the basis of 1 new Share for every 6 Shares held at A$0.025 per Share to raise approximately A$2.15 million ( Rights Issue ).

Placement commitments to raise the full A$6 million contemplated by the Proposed Placement have now been secured and the Notice of General Meeting seeks the necessary Shareholder approval required to complete that aspect of the fundraising.

Subject to the successful completion of the Proposed Placement, the Company also intends to proceed with the Rights Issue. The final terms of the Rights Issue will be settled closer to the date of its launch. However, it is expected that those terms will include the following:

Type of issue	Non-renounceable entitlement issue
Pricing	1 for 6 at A$0.025 per Share, being the same price as the Proposed Placement1
Amount to be raised	Approximately $2.15 million (before costs)
Underwritten	Subject to execution of a formal underwriting agreement, it is proposed that Euroz will fully underwrite the Rights Issue. It is also expected that Mr Kim Robinson (the current Managing Director) and a trust associated with Mr Alexander Burns (who will at that time be Executive Chairman of the Company) will sub-underwrite a portion of Euroz’s commitment. Further details are set out in section 1.5 below.
Expected record date	The record date will enable participants in the Proposed Placement to participate in the Rights Issue. While it is not yet finalised, it is expected that the record date will be on or after 21 October 2014 (Record Date)* The Rights Issue will be open to all Shareholders

*This is an indicative date and may be subject to change. The final dates will be announced by the Company in due course.

A formal offer document containing further details regarding the Rights Issue and instructions for Shareholders on how to take up their entitlements under the Rights Issue will be sent to Shareholders in due course.

If Shareholders do not approve the resolution required for the Proposed Placement to proceed, the Rights Issue in the form envisaged by this document will not proceed. However, if approved by Shareholders, the Proposed Placement will proceed (irrespective of whether the Rights Issue proceeds or proceeds in the form described in this document).

1 The ratio is indicative only and therefore subject to change at the Company’s discretion.

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As announced on 25 August 2014, the Company has entered into a non-refundable loan arrangement with Mr Alexander Burns and Euroz pursuant to which they have each advanced to the Company A$125,000. This amount is repayable either through the issue of new Shares at A$0.025 per Share (subject to any required shareholder approval) or in the case of Mr Burns the application of that amount against subscription commitments under the Proposed Placement ( Interim Loan ). These funds are to be used for working capital purposes pending completion of the funding package described in this document.

1.2 Expected funding timetable

The current indicative timetable for the Proposed Placement and Rights Issue is as follows:

Date of this document	5 September 2014
Date of General Meeting to approve the Proposed Placement	7 October 2014
Issue of the Placement Shares	8 October 2014*
Formal announcement of Rights Issue (including its final terms and structure)	15 October 2014*
Record Date for Rights Issue	21 October 2014*
Dispatch of Rights Issue offer documents	24 October 2014*
Rights Issue closes	6 November 2014*
Settlement of Rights Issue and issue of Shares	10 November 2014*

*These dates are indicative dates and may be subject to change. The final dates will be announced by the Company in due course.

1.3 Use of funds raised from the funding package

It is intended that the A$8.15 million raised from the Proposed Placement and the Rights Issue will be used by the Company:

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• to open access to Panel 7 and undertake exploration drilling at the Gorno Zinc Project in northern Italy;

• to undertake limited exploration at the Carley Bore Uranium Deposit in Western Australia; and

• for general working capital purposes.

It is hoped that the expenditure on the Gorno Zinc Project will fast-track its evaluation and development.

In the event that the Rights Issue does not proceed, the Company will utilise the A$6 million raised from the Proposed Placement for these same purposes with resources allocated to areas that will produce the best available return for the Company.

1.4 Recap on the Company’s key development projects

The Company’s key development projects are primarily its Gorno Zinc Project near Bergamo in northern Italy with its Nyang Uranium Project (containing the Carley Bore uranium deposit) in the Gascoyne region of Western Australia being a secondary project.

About the Gorno Zinc Project

The Gorno Zinc Project is the Company’s 100% owned, high grade Mississippi Valley style zinc project near Bergamo in northern Italy.

The Gorno Zinc Project was mined by ENI subsidiary SAMIM until the late 1970s, when mining ceased due to a Government directive to ENI to focus on its oil and gas operations, not because of any financial or resource-related issues. The project, which produced 6 million tonnes historically at an average grade of 14.5% Zn + Pb has a largely-developed underground mine infrastructure.

This means that the cost and time involved in bringing the Gorno Zinc Project back into production will be relatively low, mainly comprising the cost of installing a new mill.

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It is anticipated that the re-establishment of the underground infrastructure in the Panel 7 area, accompanied by an underground diamond drilling program to establish a resource reported in accordance with the JORC (2012) code at the Gorno Zinc Project, will commence immediately after receipt of the Proposed Placement funds. These works are anticipated to be completed within a year.

About the Nyang Uranium Project

The Company also owns 100% of the advanced Carley Bore uranium deposit in Western Australia.

The Carley Bore uranium deposit is potentially a very robust low operating cost In Situ Recovery ( ISR ) uranium producer that a recent independent Scoping Study by Jorvik Resources ( Jorvik ) has recommended should now proceed to a Trial Field Leach.

The Carley Bore uranium deposit has significant advantages over the majority of other prospective uranium deposits in Western Australia in that both capital and operating costs will be low, both the timeline to production and payback of capital should be rapid and being an ISR project potentially has a very low environmental impact.

It is planned to continue to advance this high quality project by identifying a trial leach site and to carry out further regional assessment of the broader Nyang uranium project during 2014.

1.5 Impact of the funding package on the Company

Key impact

The key impact of the funding package on the Company is as follows:

Amount to be raised	Approximately A$8.15 million (before costs) comprising A$6 million through the Proposed Placement and approximately A$2.15 million through the Rights Issue
Current Shares on issue	276,741,878 Shares
Shares to be issued to Directors in lieu of Remuneration (early October)	1,230,890 Shares2
Shares to be issued under the Proposed Placement	240,000,000 Shares
Total issued capital after the Proposed Placement	517,972,768 Shares
Shares to be issued under the Rights Issue	86,328,795 Shares
Total issued capital after both the Proposed Placement and Rights Issue	604,301,563 Shares
Shares to be issued to Euroz under the Interim Loan (post Record Date)	5,000,000 Shares
Total issued capital after the Proposed Placement, Rights Issue and Shares issued to Euroz under the Interim Loan	609,301,563 Shares

*Assumes no exercise of existing options on issue and no other Share issues after the date of this Notice.

As a result of the new Shares issued under the Proposed Placement, the shareholdings of existing Shareholders will be diluted by 46.3%.

2 The Company obtained Shareholder approval for the issue of Shares to Directors in lieu of cash payments for Director fees at its previous annual general meeting on 14 November 2013. The next installment of Directors fees of A$36,926.71 is due to be settled in early October 2014. The actual number of Shares to be issued to Directors will be calculated with reference to the volume weighted average price ( VWAP ) of the Company’s Shares on ASX for the five trading days preceding the end of the September 2014 quarter. Accordingly, the number of Shares to be issued is not know as at the date of this Notice and 1,230,890 Shares is an estimate of the number of Shares to be issued based on the VWAP for the Company’s Shares on ASX for the 5 trading days preceding the finalisation of this Notice (A$0.03).

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Board restructure

Following completion of the Proposed Placement, it is intended that the Board of the Company will be restructured through the appointment of Mr Alexander Burns as Executive Chairman and Mr Marcello Cardaci as a non-executive Director. The Company’s current non-executive Chairman, Mr Tony Iannello, and non-executive Director Mr Ian Walker will both step down at that time. Mr Kim Robinson will remain as Managing Director and Mr Max Cozijn will remain as a Director and Company Secretary.

Mr Burns was Managing Director of Sphere Minerals Ltd ( Sphere ) from 1998 – 2010. During this period, the company acquired and evaluated iron ore properties in Mauritania, West Africa. Sphere was subsequently taken over by Xstrata PLC in November 2010 for A$514 million. Mr Burns was also nonexecutive Chairman of Shield Mining Ltd ( Shield ), which was spun out of Sphere in 2006. Shield was a gold and base metals exploration company active in Mauritania and was taken over by Gryphon Minerals Ltd in mid 2010. The Executive Chairman role at Energia is the first board role that Mr Burns has accepted since the friendly takeovers of both Sphere and Shield in the latter half of 2010.

Mr Cardaci is a partner at law firm Gilbert + Tobin and has extensive experience advising on significant cross-border transactions including capital raisings, takeovers, schemes of arrangements and the structuring of acquisitions and joint ventures in numerous countries.

The Board believes these changes will position the Company well for its next stage of growth.

Both Mr Burns and Mr Cardaci have committed to participate in the Proposed Placement with funds and trusts in which Mr Burns has a direct or indirect interest or is associated with the trustee ( Burns ) subscribing for a total of 100,000,000 Shares (resulting in a post Proposed Placement interest in the Company of 19.31%[3] of the then issued Shares) and funds and trusts in which Mr Cardaci either has an indirect interest or is associated with the trustee ( Cardaci ) subscribing for a total of 20,000,000 Shares (resulting in a post Proposed Placement interest in the Company of 3.86%[4] of the then issued Shares). Mr Burns and Mr Cardaci have confirmed to the Company that they are not associates for the purposes of the Corporations Act.

Sub-underwriting and impact of the Rights Issue on voting power

As participants in the Proposed Placement, each of Burns and Cardaci will be entitled to participate in the Rights Issue on the same terms as all other Shareholders.

Euroz will fully underwrite the Rights Issue. It is expected that a trust associated with Mr Burns will be invited to sub-underwrite the Rights Issue for up to 60,000,000 Shares of any shortfall of the Rights Issue. Further, Mr Kim Robinson, Managing Director of the Company, has agreed to sub-underwrite the Rights Issue for up to 20,000,000 Shares of any shortfall of the Rights Issue. As the Rights Issue is conditional upon Shareholders approving the Proposed Placement, these sub-underwriting arrangements will only proceed if Shareholders approve the Proposed Placement.

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

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if some Shareholders do not take up all their rights, then their proportional interest in the Company will be diluted; and

to illustrate the effect in a numerical sense, the Rights Issue may have the following effect in the Company:

3 Assumes no exercise of existing options on issue and no other Share issues after the date of this Notice.

4 Assumes no exercise of existing options on issue and no other Share issues after the date of this Notice.

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Scenario	Control Impact
If all Shareholders take up their full entitlement under the Rights Issue	No effect on control. Burns’ voting power would remain at 19.15% Mr Robinson’s voting power would remain at 2.33%5
If: Shareholders other than Burns and Mr Robinson take up 75% of their entitlement under the Rights Issue; and Burns and Mr Robinson take up their full entitlement under Rights Issue and they are sub-underwriting.	Burns’ voting power would increase to 21.08% Mr Robinson’s voting power would increase to 2.97%
If: Shareholders other than Burns and Mr Robinson take up 50% of their entitlement under the Rights Issue; and Burns and Mr Robinson take up their full entitlement under Rights Issue and they are sub-underwriting.	Burns’ voting power would increase to 23.00% Mr Robinson’s voting power would increase to 3.62%
If: Shareholders other than Burns and Mr Robinson take up 25% of their entitlement under the Rights Issue; and Burns and Mr Robinson take up their full entitlement under Rights Issue and they are sub-underwriting.	Burns’ voting power would increase to 24.93% Mr Robinson’s voting power would increase to 4.26%

Mr Burns has confirmed to the Company that, should his voting power in the Company exceed 20%, he has no intention to make any change to the business of the Company, make changes to the Company’s existing employees (other than in the ordinary course), change the Company’s financial or dividend distribution policies, or inject any further capital into the Company, however reserves the right to inject further capital into the Company should it be required.

Further details on such impact will be set out in the Rights Issue offer document when it is released.

1.6 Alternatives to the Proposed Placement and Rights Issue

The Board considered a range of alternative funding options for the development of the Gorno Zinc Project and concluded that the Proposed Placement and the Rights Issue was the most achievable and advantageous to all Shareholders, given the difficult current market conditions and the benefits that come with the support of new strategic investors.

If Shareholders do not approve Resolution 1, the Company will be required to seek alterative financing for the proposed development of its projects. This may be difficult to obtain in current market conditions. In the event that the Company is unable to obtain sufficient financing, the Company’s future is uncertain.

1.7 Requirement for Shareholder approval for the Proposed Placement

Resolution 1 seeks the approval of Shareholders under Listing Rule 7.1 to proceed with the issue of the Placement Shares under the Proposed Placement.

Listing Rule 7.1 provides that a company must not issue, or agree to issue, equity securities during any 12 month period which, when aggregated, exceeds 15% of the number of that company’s fully paid ordinary securities on issue at the commencement of that 12 month period, unless one of the exceptions in Listing Rule 7.1 applies or Shareholders approve the issue for the purposes of Listing Rule 7.1. None of

5 Burns and Mr Robinson’s voting power will decrease between completion of the Proposed Placement and the allotment of Shares under the Rights Issue due to the Shares that are to be issued to Euroz in repayment of the Interim Loan. However, if all Shareholders take up their entitlements under the Rights Issue there will be no effect on control.

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the exceptions to Listing Rule 7.1 apply to the Company’s proposed issue of the Placement Shares contemplated in the Proposed Placement.

If approved by Shareholders, the effect of Resolution 1 will be to allow the Directors to issue up to 240,000,000 Placement Shares to sophisticated and professional investors under the Proposed Placement without using up the Company’s 15% placement capacity under Listing Rule 7.1.

1.8 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 1:

Maximum number of Shares to be issued	240,000,000 Placement Shares.
Date by which Placement Shares will be issued	If Resolution 1 is passed, the Placement Shares will be issued on or around 8 October 2014, or such other date as agreed between the Company and Euroz, which, in any event, will be no later than three months after the date of the Meeting.
Issueprice	A$0.025per Placement Share.
Allottees	Sophisticated and professional investors under sections 708(8) - (11) of the Corporations Act, being clients of Euroz. These include Burns and Cardaci.
Terms of the Placement Shares	The Placement Shares will be issued on the same terms and conditions as the Company’s existing Shares on issue and will rank equallyin all respects with all other Shares on issue.
Intended use of the funds raised	As outlined above.

1.9 Board recommendation

The Directors have carefully considered the benefits and detriments to Shareholder of the proposed funding package. The Directors unanimously 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 Resolution 1.

2 Resolution 2 – Ratification of prior issue of Shares pursuant to the July 2014 Placement

2.1

Background

On 8 July 2014, the Company issued 35,000,000 Shares to existing and new sophisticated investors at A$0.02 per Share through a share placement, raising A$700,000 ( July 2014 Placement ). Further details of the July 2014 Placement are contained in the Company’s announcement dated 7 July 2014.

Funds raised under the July 2014 Placement are being used by the Company:

• to progress desktop studies and evaluation of the Company’s Gorno Zinc Project in Italy;

• to undertake a program of Mud Rotary drilling at the Carley Bore Uranium Project in Western Australia, scheduled to commence in September, to identify an appropriate location for a field leaching trial; and

• for general working capital purposes.

2.2 Approvals required

As outlined above, subject to certain exceptions, Listing Rule 7.1 provides that the prior approval of shareholders of a company is required for an issue of equity securities if the securities will, when aggregated with the securities issued by the company during the previous 12 months, exceed 15% of the number of securities in the same class on issue at the commencement of that 12 month period. Listing Rule 7.4 provides that an issue of securities made without approval under Listing Rule 7.1 will be treated as having been made with shareholder approval for the purposes of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 at the time of issue and shareholders subsequently ratify it.

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The issue of shares under the July 2014 Placement was within the 15% limit permitted by Listing Rule 7.1. However, without Shareholder approval pursuant to Listing Rule 7.4, the issue of Shares will be counted towards the Company's 15% capacity and will therefore reduce the Company's capacity to issue Shares in the future without obtaining Shareholder approval.

Accordingly, approval is sought from Shareholders under Resolution 2 in order for the Company to refresh its 15% capacity and maximise its ability to issue further Shares up to the 15% limit without obtaining Shareholder approval.

Shareholders should note that by approving this Resolution, the Directors of the Company will be authorised to issue further Shares in the Company within its 15% limit without the need for prior Shareholder approval. If the Proposed Placement and Rights Issue are successfully completed, the Board does not believe there will be a need to conduct a further fundraising in the short term (although it is intended that this capacity may be used by the Company for the issue of Shares to Euroz to repay the Interim Loan). However, if that raising does not proceed, then the Company may well need to raise capital from other sources using this capacity.

2.3 Technical information required by Listing Rule 7.5

Listing Rule 7.5 requires the following information to be provided to Shareholders:

Number of Shares allotted	35,000,000 Shares.
Issueprice	A$0.02per Share.
Terms of the Shares	The Shares were issued on the same terms and conditions as the Company’s existing Shares on issue and rank equally in all respects with all other Shares on issue.
Allottees	Various sophisticated and professional investors under sections 708(8)-(11)of the Corporations Act.
Use or intended use of the funds raised	As outlined above.

2.4 Board recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 2 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

" associate " has the same meaning given to that term in the Corporations Act;

" 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;

" Burns " has the meaning given in the explanatory information in respect of Resolution 1 set out in this Explanatory Memorandum;

" Cardaci " has the meaning given in the explanatory information in respect of Resolution 1 set out in this Explanatory Memorandum;

" Chairman " means the chairman of the Meeting;

" 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;

" Euroz " means Euroz Securities Ltd ABN 23 089 314 983;

" Explanatory Memorandum " means this explanatory memorandum attached to the Notice;

" Interim Loan " has the meaning given in the explanatory information in respect of Resolution 1 set out in this Explanatory Memorandum;

" July 2014 Placement " has the meaning given in the explanatory information in respect of Resolution 2 set out in this Explanatory Memorandum;

" Listing Rules " means the Listing Rules of ASX;

" Meeting " or “ General 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;

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

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

" Proxy Form " means the proxy form that accompanies the Notice and this Explanatory Memorandum;

" Record Date " has the meaning given in the explanatory information in respect of Resolution 1 set out in this Explanatory Memorandum;

" Resolution " means a resolution set out in the Notice;

" Rights Issue " has the meaning given in the explanatory information in respect of Resolution 1 set out in this Explanatory Memorandum;

" 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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ENERGIA MINERALS LIMITED

ABN: 63 078 510 988

REGISTERED OFFICE: LEVEL 2 20 KINGS PARK ROAD WEST PERTH WA 6005

SHARE REGISTRY:

Security Transfer Registrars Pty Ltd All Correspondence to:

PO BOX 535, APPLECROSS WA 6953 AUSTRALIA

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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:

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.

VOTE Lodge your proxy vote securely at www.securitytransfer.com.au

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

2. ONLINE 2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area.

Online Proxy ID:

SECTION A: Appointment of Proxy

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

The meeting chairperson OR

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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 on Tuesday 7 October 2014 at President’s Room, The Celtic Club 48 Ord Street West Perth WA and at any adjournment of that meeting.

SECTION B: Voting Directions

Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies in FAVOUR of all the resolutions. In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made. RESOLUTIONS FOR AGAINST ABSTAIN*

FOR AGAINST ABSTAIN*

1. Approval of capacity to Issue Placement Shares pursuant to the Proposed Placement

2. Ratification of prior issue of Shares pursuant to the July 2014 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.

SECTION C: Signature of Security Holder(s)

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Security Holder

Sole Director & Sole Company Secretary

Security Holder 2 Security Holder 3 Director Secretary Director/Company Secretary

Proxies must be received by Security Transfer Registrars Pty Ltd no later than 10.00am on Sunday 5 October 2014 + EMXPX1071014 1 1 EMX

EMXPX1071014

My/Our contact details in case of enquiries are:

Name:

Number:

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1. NAME AND ADDRESS

This is the name and address on the Share Register of the Company. 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 the Company.

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 contacting the Company's share registry or you may photocopy this form.

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 the date and time stated on the form overleaf. Any Proxy form received after that time will not be valid for the scheduled meeting.

The proxy form does not need to be returned to the share registry if the votes have been lodged online.

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.

Security Transfer Registrars Pty Ltd Online www.securitytransfer.com.au

Postal Address PO BOX 535 Applecross WA 6953 AUSTRALIA Street Address Alexandrea House Suite 1, 770 Canning Highway Applecross WA 6153 AUSTRALIA 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 security holders, 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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