ANAX METALS LIMITED — Proxy Solicitation & Information Statement 2010

Feb 25, 2010

Aurora

Minerals Limited ABN 46 106 304 787

26 February 2010

The Manager Announcements Company Announcements Office Australian Stock Exchange Limited PO Box H224 Australia Square SYDNEY NSW 2000

Dear Sir/Madam

Notice of Meeting

Please find attached a Notice of Meeting seeking shareholder approve for the issue of the Company’s shares as part consideration under a Joint Venture Agreement to acquire an 80% interest in Exploration Licence 09/1359, at the Company’s Capricorn Southeast Project. This tenement is highly prospective and contains 9 km of strike of the prospective manganese formation, as well as good potential for laterite hosted manganese mineralisation.

As part of this Notice of Meeting, the Company also seeks approval to refresh its ability to issue 15% of its capital in the event that strategic opportunities arise. This is in addition to the 15% that it may also issue in any 12 month period, without shareholder approval.

Yours sincerely

Peter Ruttledge Company Secretary

enc.

Aurora Minerals Limited PO Box 707, Belmont, WA 6984, Australia, Tel +61 8 6365 4817

Aurora Minerals Limited ABN 46 106 304 787

Notice of Extraordinary General Meeting

Notice is hereby given that the Extraordinary General Meeting of Aurora Minerals Limited will be held at the Company’s office at 271 Great Eastern Highway, Belmont on Wednesday 31 March 2010 commencing at 10.00 am to conduct the following business:

1. Resolution 1 - Approve the issue of 800,000 fully paid ordinary shares to Capricorn Southeast Syndicate

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

"That for the purposes of Listing Rule 7.1 and for all other purposes, the Shareholders approve the issue of a total of 800,000 fully paid ordinary shares by the Company to the holders of Exploration Licence E09/1359, pursuant to the terms of a Farmin and Joint Venture Agreement in respect thereof dated 17 December 2009, under which Aurora Resources Pty Ltd (a wholly owned subsidiary of the Company) has the sole and exclusive right to earn an 80% interest, and which is located adjacent to the Company’s Capricorn Southeast Project, to be issued subject to the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement

The Company will disregard any votes cast on this resolution 1 by a person who may participate in the issue and a person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associate 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.

2. Resolution 2 – Approval for possible future placement of Shares

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

"That for the purposes of Rule 7.1 of the Listing Rules of the ASX and for all other purposes, approval be given for the Directors, if they think fit, to issue of up to 12,500,000 ordinary fully paid Shares in the Company at an issue price that is at least 80% of the average market price for fully paid ordinary Shares in the Company over a period of 5 trading days before the date of issue (or the date of any prospectus in connection with the issue) and on such terms and conditions referred to in the Explanatory Memorandum accompanying this Notice of General Meeting."

Voting Exclusion Statement

The Company will disregard any votes cast on this resolution 2 by any person who may participate in the proposed issue, and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, or any associates of those persons. However, the Company need not disregard a vote if:

• it is cast by a person as 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 a proxy for a person who is entitled to vote, in accordance with a direction on the proxy forms to vote as the proxy decides.

The Explanatory Memorandum that accompanies and forms part of this Notice describes in more detail the matters to be considered.

AURORA MINERALS LIMITED ABN 46 106 304 787

PROXIES

A form of proxy is enclosed herewith. A member who is entitled to attend and vote at a meeting is entitled to appoint a proxy (and a member who is entitled to cast 2 or more votes may appoint not more than two proxies) to attend and vote at the meeting. A proxy need not be a member of the Company. Where a member appoints two proxies, the proportion of the member’s voting rights given in favour of each proxy must be specified. Proxies must be received by the Company not later than 48 hours before the meeting. Proxies may be lodged by fax.

ENTITLEMENT TO VOTE

In accordance with regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that members holding ordinary shares held as at 5.00 pm Perth time on 29 March 2010 will be entitled to attend and vote at the Annual General Meeting.

BY ORDER OF THE BOARD

P C RUTTLEDGE Company Secretary

25 February 2010

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AURORA MINERALS LIMITED ABN 46 106 304 787

Notice of Extraordinary General Meeting

Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of Shareholders of Aurora Minerals Limited ( “Aurora” or “the Company” ) in connection with the business to be conducted at the Extraordinary General Meeting of Shareholders to be held at 271 Great Eastern Highway, Belmont on Wednesday 31 March 2010 (“the Meeting”).

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Extraordinary General Meeting (“the Notice”).

1. Resolution 1- Approve the issue of 800,000 fully paid ordinary shares to Capricorn Southeast Syndicate

Background

As announced to the Australian Securities Exchange on 18 December 2009, the Company and its subsidiary Aurora Resources Pty Ltd (“ARP”) have entered into a Farmin and Joint Venture Agreement (“JVA”) with a private syndicate to earn 80% of a key Exploration Licence (“JV Tenement”) at Aurora’s Capricorn Southeast Project in Western Australia.

The licence, E09/1359, covers a 9 km strike extension to the same mineralized horizon which hosts ARP’s high-grade manganese discovered in 2009 within a strike of 53 km to the immediate west. ARP has commenced reconnaissance prospecting of the new JV tenement.

Of the 101 rock-chip samples collected from the new JV tenement, 29 assayed over 40% Manganese with a high of 56.3% Manganese.

Summary of JVA Terms and Conditions

• ARP will have, from the Formation Date of the Joint Venture, the exclusive right to earn an 80% interest by exploring the JV Tenement at Aurora’s sole cost up to a Decision to Mine.

• The Syndicate Members are Lindsay Chappel and Coventry Enterprises Pty Ltd.

• ARP is to spend a minimum of $1million over three years and will be the Manager of the Joint Venture.

• The JVA is subject to conditions precedent relevant to confirming the title to the JV Tenement (“Condition Precedent”).

• ARP is to pay $200,000 cash and have Aurora issue 800,000 Aurora shares to the Syndicate Members.

• ARP retains pre-emptive rights to purchase each of the Syndicate Members 10% joint venture shares, if, following a Decision to Mine, they wish to sell.

• ARP will have the right to purchase the Participating Interest of each Syndicate Member following a Decision to Mine for fair market value as agreed or determined by an independent expert, if the Syndicate Members elect to sell their interest rather than participating in the development.

• From the date that a Decision to Mine is made, at the Syndicate’s election, ARP will carry the two Syndicate Members share of joint venture expenditure, each of 10%, through to, and during mining and processing subject to the right of ARP to be repaid out of the proceeds of sale of the funded Syndicate members share of production.

• ARP will retain part of the Syndicate’s share of mineral production, as agent together with the selling rights, to reimburse ARP for the Syndicate’s share of joint venture expenditure post a decision to mine. ARP will also be entitled to charge interest at commercial interest rates on funding of Syndicate Members.

• Each Syndicate Member will also be entitled to a 0.5% royalty from production if they sell their respective interest.

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ABN 46 106 304 787

AURORA MINERALS LIMITED

As detailed above, consideration for the right to earn the 80% interest includes the issue to the Syndicate of 800,000 fully paid ordinary shares in Aurora. Before the shares will be issued, certain Conditions Precedent in the Agreement are required to be met, or waived by ARP. These Conditions Precedent may or may not be outstanding at the date of this meeting.

Approval is therefore sought from shareholders to issue 800,000 shares to the Syndicate Members, credited as fully paid, subject to the Conditions Precedent being met or waived by ARP.

For the purposes of Listing Rule 7.3, the following additional information is disclosed:

• (a) The maximum number of securities to be issued in accordance with the proposed shareholders approval is 800,000 shares (“the Shares”).

• (b) The Shares will be issued following the satisfaction or waiver of the last of the Conditions Precedent and in any event within 3 months of the date of the Meeting or within such longer period as the ASX may allow. The Shares will be issued on the day which is two business days after the date the last of the Conditions Precedent is satisfied or waived.

• (c) There is no cash issue price for the Shares as the Shares are being issued as part

• consideration for the Syndicate Members entering into the Joint Venture Agreement.

• (d) The names of the allottees are Lindsay Chappel and Coventry Enterprises Pty Ltd or their respective nominees.

• (e) The Shares will be ordinary shares of the same class and with the same rights and

• privileges of the Aurora shares currently on issue.

• (f) No funds will be raised from the issue.

2. Resolution 2– Approval for possible future placement of Shares

The purpose of this Resolution is to give the Company the opportunity, if it arises, to take advantage of any favourable market conditions in 2010 to raise capital. The Company seeks prior shareholder approval under ASX Listing rule 7.1 for the issue of up to 12,500,000 fully paid ordinary shares in the Company (“Issue”) at the date of the issue, at a price that is at least 80% of the average market price of the Company’s fully paid ordinary shares over the last 5 days on which sales of the Company’s shares are recorded before the day of issue of the Shares (or if a prospectus or other disclosure statement issued in relation to the issue before the date of signing of that document). “Market price” means the closing price for the Shares on ITS (excluding special crossings, overnight sales and exchange traded option exercises) on the relevant five trading days.

Shareholder approval of the Placement is sought pursuant to Listing Rule 7.1 so as to preserve the ability of the Company to also issue up to 15% of the issued capital of the Company (in addition to the Issue) during the next twelve months without obtaining prior shareholder approval.

The identities of the proposed allottees in respect of the Issue are not currently known and have not been ascertained. It is expected an Issue, if it proceeds, would be made to clients of the Company’s brokers, potentially to our shareholders and may include new overseas investors.

The intended purpose of the Issue is to raise funds for the advancement of the Company’s large manganese, base metal, gold and iron exploration projects, to enhance the Company’s business development strategies and to provide working capital.

Any Shares to be issued in accordance with Resolution 2 will be issued no later than 3 months after the Extraordinary General Meeting. The Shares will be issued progressively as and when application forms are received and other requirements of the issue are satisfied.

The Shares will be fully paid ordinary shares and will rank equally with all other existing fully paid shares in the Company from their date of issue.

The Directors believe that Resolution 2 is in the best interests of the Company giving it the strategic capability it may require to take advantage of market conditions and unanimously recommend that shareholders vote in favour of it.

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AURORA MINERALS LIMITED

ABN 46 106 304 787

271 Great Eastern Highway Belmont WA 6104 PO Box 707 Belmont WA 6984

Telephone: 61 (8) 6365 4817 Facsimile: 61 (8) 6162 9079 Email: info@auroraminerals.com Website: www.auroraminerals.com

Proxy Form I/we....................................................................................................................………(full name, block letters) of........................................................…................................................................…........……………………..... being a member of Aurora Minerals Limited hereby appoint

....................................................…………………………………………………………………………

of…..………………………………………………………………………………………………………………………..

or, failing him, the Chairman of the meeting as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of the company to be held at 10.00 am on Wednesday 31 March 2010 and at any adjournment thereof.

I/we direct my/our proxy how to vote in the following manner:

ORDINARY BUSINESS

For Against Abstain

Resolution 1 Approve the issue of 800,000 fully paid ordinary shares to Capricorn Southeast Syndicate

Resolution 2 Approve for possible future placement of Shares

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

If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of the resolution, please place a mark in the box

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By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the resolutions and that votes cast by the Chair of the meeting for those resolutions other than as proxy holder will be disregarded because of that interest.

If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution(s) and your votes will not be counted in calculating the required majority if a poll is called on the resolution(s).

Where the Chairman is appointed as proxy, the Chairman’s voting intention in relation to undirected proxies in respect of these resolutions is to vote FOR the resolutions.

This Proxy is appointed to represent _% of my voting right, or if 2 proxies are appointed Proxy 1 represents _% and Proxy 2 represents __% of my total votes. My total voting right is ___shares

If the shareholder is a company, sign in accordance with Section 127(1) of Corporations Act or affix common seal (if required by Constitution).

If the shareholder(s) is an individual(s), every shareholder is to sign:

Signed: Signed: Dated:

Director or Sole Director and Secretary Director/Secretary 2010 Dated: 2010

This form is to be used in accordance with the directions overleaf.

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AURORA MINERALS LIMITED ABN 46 106 304 787

Instructions for completing and lodging this Proxy Form

1. A shareholder who is entitled to attend and vote at a meeting is entitled to appoint a proxy (and a shareholder who is entitled to cast two or more votes may appoint not more than two proxies) to attend and vote at the meeting.

2. Where two proxies are appointed each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. Where two proxies for a shareholder are present at the meeting, neither proxy shall be entitled to vote on a show of hands, and on a poll the appointment shall be of no effect, unless each proxy is appointed to represent a specified proportion of the shareholder's voting rights, not exceeding 100% in aggregate.

3. A proxy need not himself be a shareholder of the Company.

4. The proxy form must be signed personally by the shareholder or his attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed under either the common seal of the corporation or in accordance with section 127 of the Corporations Act or by its duly authorised attorney. In the case of joint shareholders, this proxy must be signed by at least one of the joint shareholders, personally or by a duly authorised attorney.

5. If a proxy is executed by an attorney of a shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the company, must accompany the proxy form.

6. If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:

7. (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and

8. (b) 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

9. (c) if the proxy is Chairman, the proxy must vote on a poll and must vote that way, and

10. (d) if the proxy is not the Chairman, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a shareholder, the proxy can cast any votes the proxy holds as a shareholder in any way that the proxy sees fit.

1. The Proxy Form (and any power of attorney or other authority pursuant to which the Proxy Form has been signed) must:

2. either be deposited at the registered office of the Company, 271 Great Eastern Highway, Belmont, WA 6104 or be sent by post to Aurora Minerals Limited, PO Box 707, Belmont WA 6984,

3. or be sent by facsimile to Aurora Minerals Limited at (08) 6162 9079

so as to be received not later than 48 hours before the time fixed for the holding of the meeting

• that is to be received by 10.00 am Western Standard Time on 29 March 2010.

Change of Address

Should your address have changed please use this section to advise the Company and, if faxing your proxy form, please fax this side of the proxy form as well.

My new address is:

---

---

My email address is:_________

My phone number is:_________

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