ALTECH BATTERIES LTD - AGM Information 2012

AUSTRALIA MINERALS AND MINING GROUP LIMITED ACN 125 301 206

NOTICE OF ANNUAL GENERAL MEETING

TIME : 4:00pm (WST) DATE : Monday, 19[th] November 2012 PLACE : 3 Bay Road, Claremont WA 6010

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, Piers Lewis, on (+61 8) 9389 5557.

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	8
Glossary	21
Schedule 1 – Terms and Conditions of Options – Entitlement Issue	23
Schedule 2 – Terms and Conditions of Options – Peter Bailey	25
Schedule 3 – Terms and Conditions of Options – Southdown Extension Acquisition	27
Proxy Form

IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING

Notice is given that the Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 4:00pm (WST) on Monday 19 November 2012 at:

3 Bay Road, Claremont, WA 6010.

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 4:00pm (WST) on Saturday, 17 November 2012.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

each member has a right to appoint a proxy;
the proxy need not be a member of the Company; and
a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not

3637-02/AGM 2012 NOM FINAL

specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the meeting;
the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

3637-02/AGM 2012 NOM FINAL

BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2012 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2012 .”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(c) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(d) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

3. RESOLUTION 2 – APPROVAL OF 10% PLACEMENT CAPACITY

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution :

“That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital on issue at the time of issue, calculated in accordance with

3637-02/AGM 2012 NOM FINAL

the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company will not disregard a vote 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 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.

4. RESOLUTION 3 – APPROVAL OF PLACEMENT – OPTIONS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rule 7.1 of the ASX Listing Rules and for all other purposes, approval be given for the Directors to allot and issue up to 41,987,501 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote 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 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.

5. RESOLUTION 4 – ISSUE OF OPTIONS TO RELATED PARTY – RIC DAWSON

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval be given for the Company to allot and issue 1,000,000 Options to Mr Ric Dawson (or his nominee) through the entitlement issue, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Ric Dawson (or his nominee) and any of their associates. However, the Company need not disregard a vote 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 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution.

3637-02/AGM 2012 NOM FINAL

However, the above prohibition does not apply if:

(c) the proxy is the Chair of the Meeting; and
(d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

6. RESOLUTION 5 – RE-ELECTION OF DIRECTOR – DANIEL TENARDI

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Daniel Tenardi, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

7. RESOLUTION 6 – RE-ELECTION OF DIRECTOR – LUKE ATKINS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Luke Atkins, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

8. RESOLUTION 7 – RE-ELECTION OF DIRECTOR – PETER BAILEY

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 13.4 of the Constitution and for all other purposes, Peter Bailey, a Director who was appointed on 6 June 2012, retires, and being eligible, is re-elected as a Director.”

Pursuant to the Company’s Constitution, any Director appointed to fill a casual vacancy or as an addition to existing Directors must retire at the next following General Meeting and being eligible may offer themselves for re-election. As a consequence, Mr Bailey is required to be re-elected at this Annual General Meeting.

9. RESOLUTION 8 – RE-ELECTION OF DIRECTOR – JAMIE COOTE

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 13.4 of the Constitution and for all other purposes, Jamie Coote, a Director who was appointed on 8 June 2012, retires, and being eligible, is re-elected as a Director.”

Pursuant to the Company’s Constitution, any Director appointed to fill a casual vacancy or as an addition to existing Directors must retire at the next following General Meeting and being eligible may offer themselves for re-election. As a consequence, Mr Coote is required to be re-elected at this Annual General Meeting.

3637-02/AGM 2012 NOM FINAL

10. RESOLUTION 9 – ISSUE OF OPTIONS TO RELATED PARTY – PETER BAILEY

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot and issue 3,000,000 Options to Mr Peter Bailey (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by Mr Peter Bailey (or his nominee) and any of their associates. However, the Company need not disregard a vote 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 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(iii) a member of the Key Management Personnel; or

(iv) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(c) the proxy is the Chair; and
(d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

11. RESOLUTION 10 – RATIFICATION OF PRIOR ISSUE – SOUTHDOWN EXTENSION ACQUISITION

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 6,250,000 Shares and 2,500,000 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote 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 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.

3637-02/AGM 2012 NOM FINAL

12. RESOLUTION 11 – RATIFICATION OF PRIOR ISSUE – GREEN RANGE COAL ACQUISITION

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 390,000 Shares on the terms and conditions set out in the Explanatory Statement.”

DATED: 19 OCTOBER 2012

BY ORDER OF THE BOARD

PIERS LEWIS COMPANY SECRETARY AUSTRALIA MINERALS AND MINING GROUP LIMITED

3637-02/AGM 2012 NOM FINAL

EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with section 317 of the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2012 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at http://ammg.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the Remuneration Report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The Remuneration Report sets out the company’s remuneration arrangements for the directors and senior management of the company. The Remuneration Report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the Remuneration Report at the annual general meeting.

2.2 Voting consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a Remuneration Report resolution are voted against adoption of the Remuneration Report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the previous financial year was approved, other than the managing director of the company), will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

3637-02/AGM 2012 NOM FINAL

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

2.4 Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy

You must direct your proxy how to vote on this Resolution . Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member)

You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel .

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

3. RESOLUTION 2 – APPROVAL OF 10% PLACEMENT CAPACITY

3.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital ( 10% Placement Capacity ).

The Company is an Eligible Entity.

If Shareholders approve Resolution 2, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in Section 3.2 below).

The effect of Resolution 2 will be to allow the Directors to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

3637-02/AGM 2012 NOM FINAL

Resolution 2 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 2 for it to be passed.

3.2 ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

(a) is not included in the A&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the A&P/ASX 300 Index and has a current market capitalisation of $9,147,700.

The Equity Securities must be in the same class as an existing class of quoted Equity Securities. The Company currently has only one class of Equity Securities on issue, being the Shares.

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x B) – C

Where:

A is the number of Shares on issue 12 months before the date of issue or agreement:
(a) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;
(b) plus the number of partly paid shares that became fully paid in the previous 12 months;
(c) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid ordinary shares under the entity’s 15% placement capacity without shareholder approval; and
(d) less the number of Shares cancelled in the previous 12 months.

B is 10%.

C is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or

3637-02/AGM 2012 NOM FINAL

agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

3.3 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 2:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 (five) ASX trading days of the date in paragraph 3.3(a)(i), the date on which the Equity Securities are issued.

(c) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

(i) 12 months after the date of this Meeting; and
(ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid),

( 10% Placement Capacity Period ).

(d)

Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 2 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

3637-02/AGM 2012 NOM FINAL

			Dilution
		$0.0425	$0.085	$0.170
Number of Shares on Issue (Variable “A” in Listin Rule 71A2
	Issue Price (per Share)	(50% decrease in current issue price)		(50% increase in current issue price)
			(Current issue price)
g .


	Shares issued – 10% voting dilution	10,762,000	10,762,000	10,762,000
107,620,002

(Current Variable A)	Funds Raised	$457,385.01	$914,770.02	$1,829,540.03
	Shares issued – 10% voting dilution	16,143,000	16,143,000	16,143,000
161,430,003

(50% increase in *Variable A) **	Funds Raised	$686,077.51	$1,372,155.03	$2,744,310.05
	Shares issued– 10% voting dilution	21,524,000	21,524,000	21,524,000
215,240,004

(100% increase in *Variable A) **	Funds Raised	$914,770.02	$1,829,540.03	$3,659,080.07

* The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a prorata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

There are currently 107,620,002.
The issue price set out above is the closing price of the Shares on the ASX on 16 October 2012.
The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
The Company has issued Shares in the previous 12 months. The Company has not issued any other Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.
The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

(i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and
(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

3637-02/AGM 2012 NOM FINAL

(e) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

(i) as cash consideration in which case the Company intends to use funds raised for the acquisition of new resources, assets and investments (including expenses associated with such an acquisition), continued exploration expenditure on the Company’s current assets and general working capital; or
(ii) as non-cash consideration for the acquisition of new resources assets and investments, in such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

(f)

Allocation under the 10% Placement Capacity

The allottees of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).

Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the allottees under the 10% Placement Capacity will be vendors of the new resources, assets or investments.

(g)

Previous Approval under ASX Listing Rule 7.1A

The Company has not previously obtained approval under ASX Listing Rule 7.1A.

(h)

Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

3637-02/AGM 2012 NOM FINAL

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it will give to ASX:

(i) a list of the allottees of the Equity Securities and the number of Equity Securities allotted to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and

(ii) the information required by Listing Rule 3.10.5A for release to the market.

3.4 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 2.

4. RESOLUTION 3 – APPROVAL OF PLACEMENT - OPTIONS

4.1 General

As announced to the ASX on 19 October 2012, the Company proposes to undertake a pro rata non-renounceable offer on the basis of one (1) new Option for every one (1) Listed Option held by Optionholders registered on 30 November 2012 ( Record Date ) at an issue price of 1 cent per Option to raise approximately $420,000 ( Entitlement Issue ).

The related party set out in section (g) below, and his associates, will be entitled to participate in the pro rata Entitlement Issue and may elect to take up his respective entitlement if he is a holder of Listed Options on the Record Date

Resolutions 3 and 4 seek Shareholder approval for the issue and allotment of up to 41,987,501 Options to unrelated and related party subscribers under the Entitlement Issue.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

4.2 Technical Information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Entitlement Issue:

(a) the maximum number of Options to be issued and allotted is 41,987,501 Options, which includes 1,000,000 Options which will be issued to a related party of the Company, subject to Shareholder approval of Resolution 4;
(b) the Options will be granted following completion of the Entitlement Issue and in any case, no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
(c) the Options will be issued at 1 cent per Option;

3637-02/AGM 2012 NOM FINAL

(d) the Options will be allotted to unrelated party holders of Listed Options in the Company on the Record Date who apply for Options under the Entitlement Issue;
(e) the terms and conditions of the Options are set out in Schedule 1;
(f) funds raised from the Entitlement Issue will be used to pay the costs of the issue and supplement the general working capital of the Company; and
(g) the 40,987,501 Options to be issued to unrelated parties of the Company, in accordance with this Resolution, will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date.

5. RESOLUTION 4 – ISSUE OF OPTIONS TO RELATED PARTY – RIC DAWSON

5.1 General

As noted in Section 4.1 above, the Company proposes to undertake the Entitlement Issue.

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue 1,000,000 of the 41,987,501 Options to be issued under the proposed Entitlement Issue to Mr Dawson (or his nominee) on the terms and conditions set out below. Resolution 4 seeks Shareholder approval for the grant of the Options to Mr Dawson (or his nominee).

5.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of Options constitutes giving a financial benefit and Mr Dawson is a related party of the Company by virtue of being a Director.

The Directors (other than Mr Dawson who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Options because Mr Dawson will subscribed for the Options under the Entitlement Issue on arm’s length terms, pursuant to section 210 of the Corporations Act.

5.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

3637-02/AGM 2012 NOM FINAL

As the grant of the Options involves the issue of securities to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

5.4 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the proposed issue of Options to Ric Dawson under the Entitlement Issue:

(a) the Options will be granted to Mr Ric Dawson, a Director of the Company, (or his nominee);
(b) the number of Options to be issued is 1,000,000;
(c) the Options will be granted following completion of the Entitlement Issue and in any case, no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
(d) the Options will be issued at 1 cents per Option; and
(e) the terms and conditions of the Options are set out in Schedule 1; and
(f) funds raised from the Entitlement Issue will be used to pay the costs of the issue and supplement the general working capital of the Company.

Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of the Options as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of Options to Mr Dawson (or his nominee) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

5.5 Directors’ Recommendation

Mr Luke Atkins, Mr Peter Bailey, Mr Jamie Coote and Mr Daniel Tenardi recommend that Shareholders vote in favour of Resolution 4.

Mr Dawson declines to make a recommendation to Shareholders in relation to Resolution 4 due to his material personal interest in the outcome of the Resolution.

6. RESOLUTIONS 5 AND 6 – RE-ELECTION OF DIRECTORS – DANIEL TENARDI AND LUKE ATKINS

Clause 13.2 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became

3637-02/AGM 2012 NOM FINAL

Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election.

The Company currently has 5 Directors and accordingly, 2 must retire.

Daniel Tenardi and Luke Atkins, the Directors longest in office since their last election, retire by rotation and seek re-election.

7. RESOLUTIONS 7 AND 8 – RE-ELECTION OF DIRECTORS – PETER BAILEY AND JAMIE COOTE

Clause 13.4 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Messrs Peter Bailey and Jamie Coote will retire in accordance with clause 13.4 of the Constitution and being eligible seek re-election.

8. RESOLUTION 9 – ISSUE OF OPTIONS TO RELATED PARTY - PETER BAILEY

8.1 General

Pursuant to a services agreement between the Company and Mr Peter Bailey dated 6 June 2012, the Company has agreed, subject to obtaining Shareholder approval, to allot and issue 3,000,000 Options, in three tranches of 1,000,000 Options, to Mr Peter Bailey (or his nominee) on the terms and conditions set out below.

Resolution 9 seeks Shareholder approval for the grant of the Options to Mr Peter Bailey (or his nominee).

A summary of Chapter 2E of the Corporations Act and ASX Listing Rule 10.11 is set out in sections 5.2 and 5.3 above respectively.

8.2 Performance Milestones

The Options will vest in three 1,000,000 Option tranches, upon the satisfaction of the following Performance Milestones :

(a) Tranche 1 – 1,000,000 Options will vest upon 12 months of continuous service to the Company;
(b) Tranche 2 – 1,000,000 Options will vest upon 24 months of continuous service to the Company; and
(c) Tranche 3 – 1,000,000 Options will vest upon 36 months of continuous service to the Company.

3637-02/AGM 2012 NOM FINAL

8.3 Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is set out above in Section 5.2 of this Explanatory Statement.

The grant of Options constitutes giving a financial benefit and Mr Bailey is a related party of the Company by virtue of being a Director.

The Directors (other than Mr Bailey who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Options because the agreement to grant the Options, reached as part of the remuneration package for Mr Bailey, is considered reasonable remuneration in the circumstances.

8.4 ASX Listing Rule 10.11

A summary of Listing Rule 10.11 is set out above in Section 5.3 of this Explanatory Statement.

8.5 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolution 9:

(a) the Options will be granted to Mr Bailey (or his nominee);
(b) the number of Options to be issued is 3,000,000;
(h) the Options will be granted no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
(i) the Options will be issued for nil cash consideration. Accordingly, no funds will be raised; and
(c) the terms and conditions of the Options are set out in Schedule 2.

Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of the Options as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of Options to Mr Bailey (or his nominee) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

9. RESOLUTION 10 – RATIFICATION OF PRIOR ISSUE – SOUTHDOWN EXTENSION ACQUISITION

9.1 General

As announced to the market on 11 October 2011, the Company, via its 100% subsidiary, Yilgarn Iron Pty Ltd ( Yilgarn ), entered into a sale agreement ( Minemakers Sale Agreement ) with Minemakers (Iron) Pty Ltd ( Minemakers ) to

3637-02/AGM 2012 NOM FINAL

acquire an 80% interest in the southdown extension project, comprised of Western Australian Exploration Licence E70/2640-I, ( Southdown Extension Project ).

As announced to the market on 30 July 2012, the Company also entered into a sale agreement ( Stewart/Askins Sale Agreement ), via Yilgarn, with James Stewart ( Stewart ) and Paul Askins ( Askins ) to acquire the remaining 20% interest in the Southdown Extension Project.

On 15 August 2012, in accordance with the terms of the Minemakers Sale Agreement and Stewart/Askins Sale Agreement, the Company issued 6,250,000 Shares and 2,500,000 Options ( Consideration Securities ) to Minemakers and Stewart & Askins in consideration for the Company’s acquisition of the Southdown Extension Project.

Resolution 10 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares.

A summary of ASX Listing Rule 7.1 is set out in section 4.1 above.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

9.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the issue of the Consideration Securities:

(a) 6,250,000 Shares and 2,500,000 Options were allotted as follows:
(i) 5,000,000 Shares and 2,000,000 Options were allotted to Minemakers;
(ii) 1,250,000 Shares and 500,000 Options were allotted to Stewart and Askins in equal portions;
(b) the Shares were issued at a deemed issue price of $0.15 per Share;
(c) the Options were issued for $nil cash consideration;
(d) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(e) the Options were issued on the terms and conditions set out in Schedule 3;
(f) the Shares and Options were allotted and issued to Minemakers, Stewart and Askins, none of whom are related parties of the Company; and

3637-02/AGM 2012 NOM FINAL

(g) no funds were raised from the issue as the Consideration Securities were issued to Minemakers, Stewart and Askins in consideration for the Company’s acquisition of 100% of the Southdown Extension Project.

10. RESOLUTION 11 – RATIFICATION OF PRIOR ISSUE – GREEN RANGE COAL ACQUISITION

10.1 General

As announced to the market on 2 August 2012, the Company entered into a sale agreement ( Green Range Sale Agreement ) with Mr Shane Wee to acquire a 100% interest in the green range coal project, comprised of a Western Australia Exploration Licence E70/3927 ( Green Range Coal Project ).

On 2 August 2012, in accordance with the terms of the Green Range Sale Agreement, the Company issued 390,000 Shares to Mr Shane Wee in part consideration for the Company’s acquisition of the Green Range Coal Project.

Resolution 11 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares.

A summary of ASX Listing Rules 7.1 and 7.4 is set out in section 4.1 above.

10.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

(a) 390,000 Shares were allotted;
(b) the Shares were issued for $nil cash consideration;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Shares were allotted and issued to Mr Shane Wee, who is not a related party of the Company; and
(e) no funds were raised from the issue as the Shares were issued to Mr Shane Wee in consideration for the Company’s acquisition of the Green Range Coal Project.

11. ENQUIRIES

Shareholders are requested to contact the Company Secretary, Piers Lewis, on (+61 8) 9389 5557 if they have any queries in respect of the matters set out in these documents.

3637-02/AGM 2012 NOM FINAL

GLOSSARY

10% Placement Capacity has the meaning given in section 3.1 of this Notice.

$ means Australian dollars.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth ).

Company means Australia Minerals and Mining Group Limited (ACN 125 301 206).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting:
(a) is not included in the A&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Entitlement Issue has the meaning given in Section 4.1 of the Explanatory Statement.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Green Range Coal Project has the meaning given in Section 10.1 of the Explanatory Statement.

3637-02/AGM 2012 NOM FINAL

Green Range Coal Acquisition means the Company’s acquisition of the Green Range Coal Project.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Listed Option means an Option that is quoted on ASX.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Performance Milestones has the meaning given in Section 8.2.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2012.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Southdown Extension Acquisition means the Company’s acquisition of the Southdown Extension Project.

Southdown Extension Project has the meaning given in Section 9.1 of the Explanatory Statement.

WST means Western Standard Time as observed in Perth, Western Australia.

3637-02/AGM 2012 NOM FINAL

SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS – ENTITLEMENT ISSUE

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be 20 cents ( Exercise Price )

(c) Expiry Date

Each Option will expire at 5.00pm (WST) on 31 March 2014 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e)

Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f)

Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

(i) the Exercise Date; and
(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

(iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

3637-02/AGM 2012 NOM FINAL

If a notice delivered under (g)(iv) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Quoted

The Company will apply for the Options to be quoted on ASX.

(n) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

3637-02/AGM 2012 NOM FINAL

SCHEDULE 2 – TERMS AND CONDITIONS OF OPTIONS – PETER BAILEY

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be:

(i) Tranche 1: $0.20;
(ii) Tranche 2: $0.25; and
(iii) Tranche 3: $0.30;
(each, the Exercise Price ).

(c)

Expiry Date

Each Option will expire at 5.00pm (WST) on the date that is five years from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e)

Notice of Exercise

(f)

Exercise Date

(g)

Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

(i) the Exercise Date; and
(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

(iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section

3637-02/AGM 2012 NOM FINAL

708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

(v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

(k) Participation in new issues

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Unquoted

The Company will not apply for quotation of the Options on ASX.

(n) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

3637-02/AGM 2012 NOM FINAL

SCHEDULE 3 – TERMS AND CONDITIONS OF OPTIONS - SOUTHDOWN EXTENSION ACQUISITION

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b)

Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.20 ( Exercise Price )

(c) Expiry Date

Each Option will expire at 5.00pm (WST) of 15 August 2014 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e)

Notice of Exercise

(f)

Exercise Date

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

(i) the Exercise Date; and
(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

(iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

3637-02/AGM 2012 NOM FINAL

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

(k) Participation in new issues

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Unquoted

The Company will not apply for quotation of the Options on ASX.

(n) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

3637-02/AGM 2012 NOM FINAL

PROXY FORM

APPOINTMENT OF PROXY AUSTRALIA MINERALS AND MINING GROUP LIMITED ACN 125 301 206

ANNUAL GENERAL MEETING

I/We of

==> picture [425 x 19] intentionally omitted <==

==> picture [424 x 19] intentionally omitted <==

being a member of Australia Minerals and Mining Group Limited entitled to attend and vote at the Annual General Meeting, hereby

Appoint

==> picture [425 x 19] intentionally omitted <==

Name of proxy

OR the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Annual General Meeting to be held at 4:00pm (WST), on Monday, 19 November 2012 at 3 Bay Road, Claremont WA 6010, and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Voting on Business of the Annual General Meeting

FOR AGAINST ABSTAIN Resolution 1 – Adoption of Remuneration Report Resolution 2 – Approval of 10% Placement Capacity Resolution 3 – Approval of Placement – Options Resolution 4 – Issue of Options to Related Party – Ric Dawson Resolution 5 – Re-election of Director – Daniel Tenardi Resolution 6 – Re-election of Director – Luke Atkins Resolution 7 – Re-election of Director – Peter Bailey Resolution 8 – Re-election of Director – Jamie Coote Resolution 9 – Issue of Options to Related Party – Peter Bailey Resolution 10 – Ratification of Prior Issue – Southdown Extension Acquisition Resolution 11 – Ratification of Prior Issue – Green Range Coal Acquisition

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

Important for Resolutions 1, 4 and 9

If you have not directed your proxy how to vote as your proxy in respect of Resolutions 1, 4 and 9 and the Chair is, or may by default be, appointed your proxy, you must mark the box below.

I/we direct the Chair to vote in accordance with his/her voting intentions (as set out above) on Resolutions 1, 4 and 9 (except where I/we have indicated a different voting intention above) and expressly authorise that the Chair may exercise my/our proxy even though Resolutions 1, 4 and 9 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel and acknowledge that the Chair may exercise my/our proxy even if the Chair has an interest in the outcome of Resolutions 1, 4 and 9 and that votes cast by the Chair for Resolutions 1, 4 and 9, other than as proxy holder, will be disregarded because of that interest.

If the Chair is, or may by default be, appointed your proxy and you do not mark this box and you have not directed the Chair how to vote, the Chair will not cast your votes on Resolutions 1, 4 and 9 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1, 4 and 9.

If two proxies are being appointed, the proportion of voting rights this proxy represents is

3637-02/AGM 2012 NOM FINAL

Signature of Member(s):

Date:

Individual or Member 1 Member 2 Member 3 Sole Director/Company Director Director/Company Secretary Secretary Contact Name: _____ Contact Ph (daytime): _________

3637-02/AGM 2012 NOM FINAL

AUSTRALIA MINERALS AND MINING GROUP LIMITED ACN 125 301 206

Instructions for Completin g ‘Appointment of Proxy’ Form

( Appointing a proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

2.

( Direction to vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( 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 should sign.
( Power of attorney ): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.
( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.
( Attending the Meeting ): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.
( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to Australia Minerals and Mining Group Limited, 3 Bay Road, Claremont, WA 6010; or
(b) facsimile to the Company on facsimile number +61 8 9389 5510; or
(c) email to the Company at [email protected],

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy forms received later than this time will be invalid.

3637-02/AGM 2012 NOM FINAL

AI assistant

ALTECH BATTERIES LTD — AGM Information 2012

64444_rns_2012-10-18_c6049586-7ef4-4a6c-847b-a070f504168a.pdf

NOTICE OF ANNUAL GENERAL MEETING

CONTENTS PAGE

IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING

YOUR VOTE IS IMPORTANT

VOTING ELIGIBILITY

VOTING IN PERSON

VOTING BY PROXY

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

3. RESOLUTION 2 – APPROVAL OF 10% PLACEMENT CAPACITY

4. RESOLUTION 3 – APPROVAL OF PLACEMENT – OPTIONS

5. RESOLUTION 4 – ISSUE OF OPTIONS TO RELATED PARTY – RIC DAWSON

Voting Prohibition Statement:

6. RESOLUTION 5 – RE-ELECTION OF DIRECTOR – DANIEL TENARDI

7. RESOLUTION 6 – RE-ELECTION OF DIRECTOR – LUKE ATKINS

8. RESOLUTION 7 – RE-ELECTION OF DIRECTOR – PETER BAILEY

9. RESOLUTION 8 – RE-ELECTION OF DIRECTOR – JAMIE COOTE

10. RESOLUTION 9 – ISSUE OF OPTIONS TO RELATED PARTY – PETER BAILEY

Voting Prohibition Statement:

11. RESOLUTION 10 – RATIFICATION OF PRIOR ISSUE – SOUTHDOWN EXTENSION ACQUISITION

12. RESOLUTION 11 – RATIFICATION OF PRIOR ISSUE – GREEN RANGE COAL ACQUISITION

DATED: 19 OCTOBER 2012

BY ORDER OF THE BOARD

PIERS LEWIS COMPANY SECRETARY AUSTRALIA MINERALS AND MINING GROUP LIMITED

EXPLANATORY STATEMEN T

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

2.2

Voting consequences

2.3 Previous voting results

2.4 Proxy voting restrictions

If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member)

If you appoint any other person as your proxy

3. RESOLUTION 2 – APPROVAL OF 10% PLACEMENT CAPACITY

3.1 General

3.2 ASX Listing Rule 7.1A

(A x B) – C

3.3 Technical information required by ASX Listing Rule 7.1A

(a) Minimum Price

(c) Date of Issue

( 10% Placement Capacity Period ).

(d)

Risk of voting dilution

The table above uses the following assumptions:

(e) Purpose of Issue under 10% Placement Capacity

(f)

Allocation under the 10% Placement Capacity

(g)

Previous Approval under ASX Listing Rule 7.1A

(h)

Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

3.4 Voting Exclusion

4. RESOLUTION 3 – APPROVAL OF PLACEMENT - OPTIONS

4.1 General

4.2 Technical Information required by ASX Listing Rule 7.1

5. RESOLUTION 4 – ISSUE OF OPTIONS TO RELATED PARTY – RIC DAWSON

5.1 General

5.2 Chapter 2E of the Corporations Act

5.3 ASX Listing Rule 10.11

5.4 Technical Information required by ASX Listing Rule 10.13

5.5 Directors’ Recommendation

6. RESOLUTIONS 5 AND 6 – RE-ELECTION OF DIRECTORS – DANIEL TENARDI AND LUKE ATKINS

7. RESOLUTIONS 7 AND 8 – RE-ELECTION OF DIRECTORS – PETER BAILEY AND JAMIE COOTE

8. RESOLUTION 9 – ISSUE OF OPTIONS TO RELATED PARTY - PETER BAILEY

8.1 General

8.2 Performance Milestones

8.3 Chapter 2E of the Corporations Act

8.4 ASX Listing Rule 10.11

ALTECH BATTERIES LTD AGM Information 2012