Aura Energy Limited — Proxy Solicitation & Information Statement 2009

Sep 27, 2009

AURA ENERGY LIMITED

ACN 115 927 681

NOTICE OF GENERAL MEETING

TIME: 10:00am (EST) DATE: 30 October 2009 PLACE: Club Room Hilton Brisbane 190 Elizabeth Street BRISBANE QLD 4000

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 on (08) 9228 0711.

CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolutions) 3 Explanatory Statement (explaining the proposed resolutions) 5 Glossary 8 Proxy Form 9

TIME AND PLACE O F MEETING AND HO W TO VO TE

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The General Meeting of the Shareholders of Aura Energy Limited to which this Notice of Meeting relates will be held at 10:00am (EST) on 30 October 2009 at:

Club Room Hilton Brisbane 190 Elizabeth Street BRISBANE QLD 4000

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed and send the proxy form:

• (a) by post to Aura Energy Limited, Unit 6, 34 York Street, North Perth, Western Australia; or

• (b) by facsimile to the Company on facsimile number (08) 9228 0704,

so that it is received not later than 10:00am (EST) on 28 October 2009.

Proxy forms received later than this time will be invalid.

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NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders of Aura Energy Limited will be held at 10:00am (EST) on 30 October 2009 at the Club Room, Hilton Brisbane, 190 Elizabeth Street, Brisbane, Queensland, 4000.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at the close of business on 28 October 2009.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF 9,670,000 TRANCHE ONE SHARES

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 9,670,000 Shares at an issue price of $0.16 per share, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on the Resolution by a person who participated in the issue and any of their associates. 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 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 – ALLOTMENT AND ISSUE OF 9,080,000 TRANCHE TWO SHARES

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 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 9,080,000 Shares at an issue price of $0.16 per Share, on the terms and conditions set out in the Explanatory Statement.”

Short Explanation: Under Listing Rule 7.1, the Company may issue up to 15% of its ordinary share capital in any 12 month rolling period without shareholder approval. By obtaining the prior approval of Shareholders for the issue of securities proposed under this Resolution, the Company retains the flexibility to make future issues of securities up to that threshold. Please refer to the Explanatory Statement for details.

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 may obtain a benefit, except a benefit solely in the capacity of a security holder, 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.

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DATED: 23 September 2009

BY ORDER OF THE BOARD

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AURA ENERGY LIMITED JAY STEPHENSON COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the General Meeting to be held at the Club Room, Hilton Brisbane, 190 Elizabeth Street, Brisbane, Queensland, 4000 at 10:00am (EST) on 30 October 2009.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. BACKGROUND

On 10 September 2009, the Company announced that it had entered into subscription agreements to issue 18,750,000 ordinary shares in order to raise up to $3,000,000. The Shares would be issued in two tranches:

• (a) The first tranche of 9,670,000 Shares (Tranche One Shares) at $0.16 per Share to raise $1,547,200; and

• (b) The second tranche of 9,080,000 Shares (Tranche Two Shares) at $0.16 per Share to raise $1,452,800.

The Tranche One Shares were issued on 22 September 2009. None of the subscribers were related parties of the Company. The Company will be seeking Shareholder approval to ratify the prior issue of the Tranche One Shares.

The Company will also be seeking Shareholder approval for the issue of the Tranche Two Shares.

2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF 9,670,000 TRANCHE ONE SHARES

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class 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.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Tranche One Shares (Share Ratification).

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.

2.1 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 Share Ratification:

• (a) the total number of securities allotted was 9,670,000 Tranche One Shares;

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• (b) the Tranche One Shares were issued at a price of $0.16 per Share;

• (c) the Tranche One Shares issued were all fully paid ordinary shares in the capital of the Company and rank equally with the Company’s current issued Shares;

• (d) the Tranche One Shares were allotted and issued to institutional and sophisticated investor clients of Shaw Stockbroking Limited and Patersons Securities Limited. None of the subscribers were related parties of the Company; and

• (e) the funds raised from the issue of the Tranche One Shares ($1,547,200) are being used for the further development of the Company’s projects in Africa, Sweden and Australia and for working capital.

The Directors recommend that Shareholders vote in favour of Resolution 1.

3. RESOLUTION 2 – ALLOTMENT AND ISSUE OF 9,080,000 TRANCHE TWO SHARES

Resolution 2 seeks Shareholder approval for the allotment and issue of 9,080,000 Shares (Share Placement).

None of the subscribers pursuant to this issue will be related parties of the Company.

A summary of ASX Listing Rule 7.1 is set out in Section 2 above.

The effect of Resolution 2 will be to allow the Directors to issue the Shares pursuant to the Share Placement during the period of 3 months after the Annual General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

3.1 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 Share Placement:

• (a) the maximum number of Shares to be issued is 9,080,000 Tranche Two Shares;

• (b) the Tranche Two Shares will be issued at a price of $0.16 per Share;

• (c) the Tranche Two Shares will be issued no later than 3 months after the date of the Annual General 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 Tranche Two Shares will be fully paid ordinary shares in the Capital of the Company and will rank equally with the Company’s current issued Shares. The Company will seek quotation of the Shares on ASX;

• (e) it is intended that allotment of the Tranche Two Shares will occur on 2 November 2009;

• (f) the Tranche Two Shares will be allotted and issued to institutional and sophisticated investor clients of Shaw Stockbroking Limited and Patersons Securities Limited as determined by the Directors. None of the subscribers will be related parties of the Company; and

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• (g) the Company intends to use the funds raised from the issue of the Tranche Two Shares ($1,452,800) for the further development of the Company’s projects in Africa, Sweden and Australia and for working capital.

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

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Days means any day other than a Saturday, Sunday or public holiday in the State of Western Australia.

Company means Aura Energy Limited (ACN 115 927 681).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

EST means Eastern Standard Time as observed in Brisbane, Queensland.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

General Meeting means the meeting convened by the Notice of Meeting.

Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement.

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.

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PROXY FORM

APPOINTMENT OF PROXY AURA ENERGY LIMITED ACN 115 927 681

GENERAL MEETING

I/We of

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being a member of Aura Energy Limited entitled to attend and vote at the General Meeting, hereby Appoint Name of proxy OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at 10:00am (EST), on 30 October 2009 at the Club Room, Hilton Brisbane, 190 Elizabeth Street, Brisbane, Queensland, 4000, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Ratification of Prior Issue of 9,670,000 Tranche One Shares Resolution 2 – Allotment and Issue of 9,080,000 Tranche Two Shares

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.

Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): _________

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AURA ENERGY LIMITED ACN 115 927 681

Instructions for Completing ‘Appointment of Proxy’ Form

1.

(Appointing a Proxy): A member entitled to attend and vote at a General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

(Direction to Vote): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. 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 member must sign.

• (Joint Holding): Where the holding is in more than one name, all of the members 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 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.

• (Attending the Meeting): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.

• (Return of Proxy Form): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) by post to Aura Energy Limited, Unit 6, 34 York Street, North Perth, Western Australia; or

• (b) by facsimile to the Company on facsimile number (08) 9228 0704,

so that it is received not later than 10:00am (EST) on 28 October 2009.

Proxy forms received later than this time will be invalid.

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