ASTRAL RESOURCES NL — Proxy Solicitation & Information Statement 2012

Aug 6, 2012

ANGLO AUSTRALIAN RESOURCES NL ACN 009 159 077

NOTICE OF GENERAL MEETING EXPLANATORY MEMORANDUM

AND PROXY FORM

Date of Meeting 7 September 2012

Time of Meeting 9:30 am

Place of Meeting Anglo Australian Resources NL 63 Hay Street SUBIACO WA 6008

This Notice of General Meeting 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 prior to voting.

ANGLO AUSTRALIAN RESOURCES NL ACN 009 159 077 NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of Shareholders of Anglo Australian Resources NL ( Company ) will be held at the office of Anglo Australian Resources NL, 63 Hay Street, Subiaco, Western Australia on 7 September 2012 at 9:30 am for the purpose of transacting the following business.

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice.

Terms used in this Notice will, unless the context otherwise requires, have the same meaning given to them in the glossary contained in the Explanatory Memorandum.

Resolution 1 – Ratification of Allotment and Issue of Shares and Options

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

“That, for the purpose of Listing Rule 7.4 of the Listing Rules of the ASX and for all other purposes, the Company approves and ratifies the allotment and issue of:

• (a) 75,500,000 Shares; and

• (b) 19,000,000 Options issued on terms and conditions set out in Annexure A,

to persons who are not related parties of the Company.”

Voting Prohibition : 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.

A Proxy Form is attached.

To be valid, properly completed Proxy Forms must be received by the Company no later than 9:30am (WST), 5 September 2012:

• by post to: c/ DWCorporate Pty Ltd, PO Box 1153

• WEST PERTH WA 6872

• by hand to: c/ DWCorporate Pty Ltd Ground Floor, 20 Kings Park Road WEST PERTH WA 6005

• by facsimile on +61 8 9389 2199

• by email to proxy@dwcorporate.com

By order of the Board

==> picture [83 x 34] intentionally omitted <==

___ Graeme Smith Company Secretary Date: 8 August 2012

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ANGLO AUSTRALIAN RESOURCES NL Notice of General Meeting 7 September 2012

PROXIES

A Shareholder entitled to attend and vote at the above meeting may appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights.

A proxy may, but need not be, a Shareholder of the Company.

The instrument appointing the proxy must be in writing, executed by the appointor or his attorney duly authorised in writing or, if such appointor is a corporation, either under seal or under hand of an officer duly authorised.

The instrument of proxy (and the power of attorney or other authority, if any, under which it is signed) must be lodged by person, post, courier or facsimile and reach the registered office of the Company at least 48 hours prior to the meeting. For the convenience of Shareholders a Proxy Form is enclosed.

ENTITLEMENT TO VOTE

For the purposes of regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that members holding Shares at 5:00pm WST time on 5 September 2012 will be entitled to attend and vote at the General Meeting.

CORPORATIONS

A corporation may elect to appoint a representative in accordance with the Corporations Act, in which case the Company will require written proof of the representative's appointment, which must be lodged with, or presented to the Company before the meeting.

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ANGLO AUSTRALIAN RESOURCES NL Notice of General Meeting 7 September 2012

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the Shareholders of Anglo Australian Resources NL ACN 009 159 077 ( Company ) in connection with the business to be conducted at the General Meeting of the Company to be held at 63 Hay Street, Subiaco, Western Australia, on 7 September 2012 commencing at 9:30 am.

This Explanatory Memorandum should be read in conjunction with, and form part of, the accompanying notice.

The Directors recommend that Shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolution.

Terms used in this Explanatory Memorandum will, unless the context otherwise requires, have the same meaning given to them in the glossary as contained in this Explanatory Memorandum.

Resolution 1 – Ratification of Allotment and Issue of Shares and Options

1.1 General

Between November 2011 and July 2012, the Company issued 75,500,000 fully paid ordinary Shares and 19,000,000 Options (exercisable at $0.008 and expiring on 30 June 2015)

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of these Shares and Options.

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.

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.

1.2 Technical information required by ASX Listing Rule 7.4

Listing Rule 7.5 contains certain requirements as to the contents of a notice sent to Shareholders for the purposes of Listing Rule 7.4 and the following information is included in this Explanatory Memorandum for that purpose:

• (a) 75,500,000 Shares and 19,000,000 Options were issued by the Company, to parties who are sophisticated and professional investors and are not r elated parties of the Company;

• (b) the issue price per Share was $0.012 cents each for 37.5 million Shares and was $0.006 each for 38 million Shares. The Options were issued for nil consideration;

• (c) the Options are exercisable at $0.008 and expire on 30 June 2015;

• (d) the Shares rank equally with the existing Shares. The full terms of the Options are set out in Annexure A to this Explanatory Memorandum;

• (e) funds raised from these placements were used for exploration activities and working capital purposes; and

• (f) a voting exclusion statement is included in the Notice.

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ANGLO AUSTRALIAN RESOURCES NL Notice of General Meeting 7 September 2012

GLOSSARY

In this Explanatory Memorandum and the Notice, the following terms have the following meanings unless the context otherwise requires:

ASX	means ASX Ltd ABN 98 008 624 691 and, where the context requires, the
	Australian Securities Exchange operated by ASX Ltd.
Board	means the board of Directors of the Company.
Closely Related Party	has the same meaning as defined in Section 9 of the Corporations Act.
Company	means Anglo Australian Resources NL ACN 009 159 077
Corporations Act	means Corporations Act 2001 (Cth).
Director	means a director of the Company.
Explanatory Memorandum	means this information attached to the Notice, which provides information to
	Shareholders about the Resolutions contained in the Notice.
Listing Rules	means the listing rules of ASX.
Notice or Notice of Meeting	Means the Notice of General Meeting accompanying this Explanatory
	Memorandum.
Proxy Form	means the proxy form attached to this Notice.
Resolution	means a resolution contained in the Notice.
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a share.

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ANGLO AUSTRALIAN RESOURCES NL Notice of General Meeting 7 September 2012

ANNEXURE A

TERMS AND CONDITIONS OPTIONS EXPIRING 30 JUNE 2015

The Options were issued on the following terms:

1. The exercise price of each Option will be $0.008 (“ Exercise Price

2. Each Option entitles the holder to subscribe for one Share in Anglo Australian Resources NL ACN 009 159 077 (" Company ") upon the payment of the Exercise Price per Share subscribed for.

3. The Options will vest on the date of issue.

4. The Options will lapse at 5:00 pm, Western Standard Time on 30 June 2015 (" Expiry Date ").

5. The Options may not be transferred.

6. There are no participating rights or entitlements inherent in these Options and holders of the Options will not be entitled to participate in new issues of capital that may be offered to shareholders during the currency of the Option.

7. Option holders have the right to exercise their Options prior to the date of determining entitlements to any capital issues to the then existing shareholders of the Company made during the currency of the Options, and will be granted a period of at least 10 business days before books closing date to exercise the Options.

8. In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to the holders of Shares after the date of issue of the Options, the exercise price of the Options will be adjusted in accordance with the formula set out in the ASX Listing Rules;

9. In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the Options will be re-organised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged.

10. The Options shall be exercisable at any time until the Expiry Date (" Exercise Period ") by the delivery to the registered office of the Company of a notice in writing (" Notice ") stating the intention of the Option holder to exercise all or a specified number of Options held by them accompanied by an Option certificate and a cheque made payable to the Company for the subscription monies for the Shares. The Notice and cheque must be received by the Company during the Exercise Period. An exercise of only some Options shall not affect the rights of the Option holder to the balance of the Options held by it.

11. The Company shall allot the resultant Shares and deliver a statement of shareholdings with a holders’ identification number within 5 business days of exercise of the Options.

12. The Shares allotted shall rank, from the date of allotment, equally with the existing ordinary shares of the Company in all respects.

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ANGLO AUSTRALIAN RESOURCES NL ACN 009 159 077

PROXY FORM

The Company Secretary Anglo Australian Resources NL c/ DWCorporate Pty Ltd PO Box 1153 WEST PERTH WA 6872

Facsimile: +61 8 9389 2199 Email: proxy@dwcorporate.com

Name of Shareholder (s) Address of Shareholder (s)

STEP 1 Appoint Proxy to Vote on Your Behalf

I / We being a member / s of Anglo Australian Resources NL hereby appoint

the Chairman of the OR meeting

PLEASE NOTE: leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own names (s)

Or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman 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 Anglo Australian Resources NL to be held at 63 Hay Street, Subiaco, Western Australia on 7 September 2012 at 9:30am (WST) and at any adjournment of that meeting.

STEP 2 Items of Business PLEASE NOTE: if you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority For Against Abstain Resolution 1 Ratification of Allotment and Issue of Shares and Options � � � 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. SIGN Signature of Security holder – Please sign here Individual or Shareholder 1 Joint Shareholder 2 Joint Shareholder 3 Sole Director & Sole Company Secretary Director / Company Secretary Director Dated this ____ day of ______ 2012

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.

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INSTRUCTIONS FOR APPOINTMENT OF PROXY

1. A Shareholder entitled to attend and vote is entitled to appoint no more than two proxies to attend and vote at this General Meeting as the Shareholder’s proxy. A proxy need not be a Shareholder of the Company.

2. Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the Shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the Shareholder’s voting rights. Fractions shall be disregarded.

3. 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 in accordance with its constitution or its duly authorised attorney. In the case of joint Shareholders, this proxy must be signed by each of the joint Shareholders, personally or by a duly authorised attorney.

4. 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.

5. To be effective, forms to appoint proxies must be received by the Company by 9:30am on 5 September 2012 by post, facsimile or email to the respective addresses stipulated in this proxy form.

7. The Chairman will cast all available proxies in favour of the Resolutions.

8. 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:

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

10. (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

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

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

13. 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.

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