AUSTRALIAN VANADIUM LIMITED — AGM Information 2007

Oct 28, 2007

YELLOW ROCK RESOURCES LIMITED ABN 90 116 221 740

29 October 2007

Companies Announcement Office ASX Limited 20 Bridge Street SYDNEY NSW 2000

ANNUAL REPORT AND NOTICE OF ANNUAL GENERAL MEETING

Yellow Rock Resources Ltd advises that its 2007 Annual Report and Notice of Annual General Meeting has been despatched to shareholders.

The Annual Report comprises only the documents previously lodged with ASX.

The Notice of Annual General Meeting is attached.

Yours faithfully

J C Geary Director

Registered Office: 35 Great Eastern Highway, Rivervale, WA 6103 Telephone: (08) 9361 5400 Facsimile: (08) 9361 5900

Yellow Rock Resources Limited ACN 116 221 740

Notice of Annual General Meeting

Explanatory Statement

and

Proxy Form

AGM 2007

YELLOW ROCK RESOURCES LIMITED

ACN 116 221 740

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of shareholders of Yellow Rock Resources Limited will be held on Wednesday 28[th] November 2007 at 2.00pm at the office of Lavan Legal, Level 20, 1 William Street Perth, Western Australia 6000 for the purpose of transacting the business referred to in this Notice of Meeting.

The Explanatory Statement which accompanies and forms part of this Notice of Meeting describes in more detail the various matters to be considered.

AGENDA

ORDINARY BUSINESS

RESOLUTION 1: RE-ELECTION OF MR DENIS McINERNEY AS A DIRECTOR OF THE COMPANY

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

That Mr Denis McInerney, who was appointed as a Director on 13 September 2005 and who retires in accordance with rule 3.6(a) of the Company’s Constitution and, being eligible, offers himself for reelection, be re-elected as a director of the Company.

RESOLUTION 2: RE-ELECTION OF MR QUENTIN WILLIAMS AS A DIRECTOR OF THE COMPANY

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

That Mr Quentin Williams, who was appointed as a Director on 19 June 2007 and who retires in accordance with rule 3.3 of the Company’s Constitution and, being eligible, offers himself for reelection, be re-elected as a director of the Company.

RESOLUTION 3: APPOINTMENT OF AUDITORS

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

That for the purpose of section 327B(1)(a) of the Corporations Act RSM Bird Cameron be reappointed as the auditor of the company.

RESOLUTION 4: ADOPTION OF REMUNERATION REPORT

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

That for the purpose of section 250R(2) of the Corporations Act the remuneration report contained in pages 8 and 9 of the Company’s Annual Report for the financial year ending 30 June 2007 be adopted.

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SPECIAL BUSINESS

RESOLUTION 5: RATIFICATION OF SHARE AND OPTION ISSUE

To consider, and if thought fit, to pass 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 issue on 29 August 2007 of 6,000,000 fully paid ordinary shares in the Company and 6,000,000 options to subscribe for shares exercisable at 20 cents on or before 30 November 2009 to the shareholders of Apogei Pty Ltd as consideration for the acquisition of 20% of the shares in Apogei Pty Ltd on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.

For the purposes of ASX Listing Rule 14.11 the Company advises that it will disregard any votes cast on this 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 a direction on the proxy form; or

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

RESOLUTION 6: TAKEOVER BID FOR CABE RESOURCES LTD

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

That the Company be authorised to acquire any or all Cabe Resources Ltd shares and options pursuant to a takeover bid made in accordance with Chapter 6 of the Corporations Act.

RESOLUTION 7: ADOPT NEW CONSTITUTION

To consider and, if thought fit, to pass, the following as a special resolution:

That, pursuant to section 136(2) of the Corporations Act 2001, the Company repeal its existing constitution and in its place adopt a new constitution in the form tabled at the Annual General Meeting.

QUESTIONS AND COMMENTS

The Chairman will allow a reasonable opportunity for Shareholders at the meeting to ask questions about or make comments on the management of the Company.

By Order of the Board.

YELLOW ROCK RESOURCES LIMITED John Geary Company Secretary Dated 22[nd] October 2007

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PROXY INSTRUCTIONS

A member entitled to attend and vote at the meeting of the Company may appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent that proportion of the member’s voting rights specified in the proxy form. A proxy may, but need not be, a member of the Company.

Proxy forms (and, if executed by an attorney, the power of attorney, or a certified copy of it, under which the Proxy Form is signed) must be delivered or sent by facsimile transmission to the registered office of the Company addressed to the company secretary at 35 Great Eastern Highway Rivervale WA 6103 or facsimile: (08) 9361 5900 not less than 48 hours before the time for holding the annual general meeting.

A proxy form is enclosed with this notice of annual general meeting.

POINT AT WHICH VOTING RIGHTS ARE DETERMINED

Regulation 7.11.37 of the Corporations Regulations permits the convener of a meeting to specify a time, not more than 48 hours before the meeting at which a "snapshot" of members will be taken for the purposes of determining member entitlements to vote at the meeting. The Directors have passed a resolution to the effect that all shares of the Company that are quoted on the official list of the ASX at 2.00pm Western Standard Time on Monday 26[th] November shall, for the purposes of determining voting entitlements at the general meeting, be taken to be held by the persons registered as holding them at that time.

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EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide shareholders with information to assess the merits of the resolutions contained in the accompanying Notice of Annual General Meeting of the Company.

The Directors recommend shareholders read this Explanatory Statement in full before making any decision in relation to the resolutions.

The following information should be noted in respect of the various matters contained in the accompanying Notice of Meeting.

1. RESOLUTIONS 1 AND 2: RE-ELECTION OF DIRECTORS

Mr McInerney was appointed as a Director on the Company’s registration on 13 September 2005, and is the Chairman of the Company.

Pursuant to the Company’s Constitution Mr McInerney is required to retire by rotation, and offer himself for re-election.

Mr McInerney is the founding dealer principle of McInerney Ford, a leading motor dealership in Western Australia. He has been Chairman of the West Australian Ford Dealer Group and Director of the Australian National Ford Dealer Council. At various times over the years Mr McInerney has served as a Director on several publicly listed mining companies. He is a past member of the Senate of Murdoch University and a National Director of the Australia Day Council, which is responsible for selecting the Australian of the Year. Mr McInerney has been the Chairman of the Westralian Zoo Society. He has taken a leading role in a number of major sporting organisations and is currently Chairman of the West Australian Sports Centre Trust. He was a founding partner and the inaugural Number 1 ticket holder at the West Coast Eagles AFL club. He is currently a Number one ticket holder at Claremont Football Club.

Mr Williams was appointed by the Board as Director on 19 June 2007 to fill a casual vacancy pursuant to rule 3.3 of the Company’s Constitution.

Pursuant to the Company’s Constitution Mr Williams is required to retire and he offers himself for re-election.

Mr Williams has vast experience as a senior Public Service manager with the Australian Taxation Office. He has both directly managed and actively participated in several major technology based national system evaluations and implementation projects. This has included individual process based systems and the overall computer tax system. He has also worked on organisation restructures, corporate reviews, major cultural changes and the implementation of manager development programs.

More recently he has over five years as an executive director of the Fraud Investigation and Serious Non Compliance Business Area of the Australian Taxation Office in WA. In addition, Mr Williams has ten years experience as a director of a West Australian Credit Society.

2. RESOLUTION 3: APPOINTMENT OF AUDITORS

The Company was incorporated as a public company on 13 September 2005 and the Board appointed RSM Bird Cameron as auditors. Pursuant to the Corporations Act, the auditor holds office until the first Annual General Meeting at which time they are required to seek reappointment by shareholders.

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3. RESOLUTION 4: ADOPTION OF REMUNERATION REPORT

The Company is required to include in its Directors report a detailed Remuneration Report relating to Directors’ and executives’ remuneration. Section 300A of the Corporations Act sets out the information to be included in the remuneration report. A copy of the report appears at pages 8 and 9 in the Company’s Annual Report.

Section 249L(2) and 250R(2) of the Corporations Act require that a resolution that the Remuneration Report be adopted be put to a vote of shareholders at the Company’s annual general meeting. The vote on this resolution is advisory to the Company only and does not bind the Board.

Under section 250SA of the Corporations Act, shareholders must be given a reasonable opportunity to ask questions about, or make comments on, the remuneration report. This is in addition to any questions or comments that shareholders may have in relation to the management of the Company.

4. RESOLUTION 5: RATIFICATION OF SHARE AND OPTION ISSUE

ASX Listing Rule 7.1 requires that a listed company obtain shareholder approval prior to the issue of shares, or securities convertible to shares, representing more than 15% of its issued capital in any 12 month period.

ASX Listing Rule 7.4.2 provides that where a company in general meeting subsequently approves a previous issue of securities made without approval under ASX Listing Rule 7.1, those securities shall be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

Shareholder approval is now sought pursuant to ASX Listing Rule 7.4 for the recent issue of shares and options to shareholders of Apogei Pty Ltd, to reinstate the Company’s capacity to issue up to 15% of its issued capital, if required, in the next 12 months without prior shareholder approval.

For the purposes of ASX Listing Rule 7.5 the following information is provided to Shareholders:

• (a) Number of securities allotted:

6,000,000 fully paid ordinary shares and 6,000,000 options to subscribe for shares exercisable at 20 cents on or before 30 November 2009.

• (b) Price at which the securities were issued:

The shares were issued at an issue price of 27.5 cents per share and the options were issued at an issue price of 15 cents per option. The securities were issued in consideration of the acquisition by the Company of 100 shares in Apogei Pty Ltd, representing 20% of the issued shares in that company.

• (c) Terms of the securities:

The shares rank equally in all respects with the existing shares on issue. The options rank equally in all respects with the listed options on issue.

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• (d) Details of the allottees:

• a. Meroliza Pty Ltd – 3,000,000 shares and 3,000,000 options;

• b. Grand Enterprises Pty Ltd – 1,500,000 shares and 1,500,000 options;

• c. Whitvista Pty Ltd – 1,500,000 shares and 1,500,000 options.

• (e) Use of funds raised:

No funds were raised from the issue of shares and options. The securities were issued as consideration for the acquisition of 20% of the shares in Apogei Pty Ltd which company owns three exploration licence applications and four mineral claims in the Northern Territory.

5. RESOLUTION 6: TAKEOVER OF CABE RESOURCES LTD

On 29 August 2007 the Company announced to ASX its intention to make an off-market takeover bid to acquire all of the shares and options in Cabe Resources Ltd. The Company lodged a bidder’s statement on 9 October 2007 and will be dispatching it to Cabe Resources Ltd shareholders and option holders in late October 2007

Cabe Resources Limited holds a number of exploration licence applications in the Arunta region of the Northern Territory which are considered to be prospective for uranium. Cabe Resources Limited also has an interest in an exploration licence application in the Yanrey region in Western Australia and has entered into an agreement to acquire two exploration licences in the Lake Maitland region of Western Australia, subject to the approval of the relevant Minister. Detailed information regarding the tenements of Cabe Resources Limited is set out below.

Northern Territory Tenements: Arunta Region.

Mt. Denison. Turners Dome. Mt. Nicker. Mt. Cockburn. TOTAL	663 km2. 1,515 km2. 1,398 km2 1,146 km2 . 4,722 km2

Location:

The four tenements are located within the Arunta Uranium Region and are situated 200 to 350 km north-west of Alice Springs.

Exploration History:

During the 1970s and 1980s there was considerable uranium exploration activity throughout the areas west and north-west of Alice Springs, stretching to the West Australian border. Major companies like BHP Minerals, Energy Reserves Canada, Uranerz and Power Nuclear Japan, were active across the Region and successfully established uranium deposits at Angela, Pamela, Bigryli and Napperby. Many other occurrences were logged but never followed up because uranium exploration effectively ceased in 1983.

After the political controls on uranium exploration and mining changed in 1996, specialist uranium exploration companies have returned in numbers to the central Northern Territory.

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The deposits of Bigryli, Nolan’s Bore and Napperby have been confirmed to JORC standard while the significant uranium occurrences at Walbiri, Mt. Wedge, Malawiri, Yalyirimbi, New Well and Currinya are all undergoing systematic exploration.

Current Exploration Programs:

Companies that hold tenure across the Arunta Uranium Region and are currently carrying out exploration programs, include;

• Arafura Resources Ltd; JORC standard Rare Earths/uranium deposit at Nolan’s Bore.

• Energy Metals Ltd/Paladin Resources Ltd at Walbiri, Malawiri and the JORC standard deposit at Bigryli.

• Toro Energy Ltd, JORC standard deposit at Napperby.

• Deep Yellow Ltd at New Well.

• Scimitar Resources Ltd at Currinya and Mt Wedge.

• Nova Energy Ltd at Lake Mackay.

• Crossland Uranium Ltd.

• NuPower Resources Ltd.

• Mega Uranium Ltd; and

• Uranium Exploration Australia.

Tenement Geology:

The four uranium prospective tenements overlie the early Proterozoic metamorphics and granitoids of the Arunta Block and are located on the edges of the Ngalia Basin.

The deformed granites are known to have a high radiometric total count and were emplaced during a major up-warping deformation episode in the late Archaean orogeny.

The exposure of the granites and gneisses, by doming, is considered to have allowed uraniumbearing material to be eroded and accumulated in the Palaeo-channel drainages. Therefore it is expected that pegmatites, veins and disseminations of radioactive minerals could be sourced within these rocks.

Political Policy: Federal and Northern Territory.

Australian Federal Government:

Whilst day to day regulation of the Australian uranium industry is primarily a State/Territory Government responsibility, the Australian Federal Government has specific interests and responsibilities in relation to the regulation of uranium, including:

• Management of nuclear actions and the protection of matters of national environmental significance as defined under the Environment Protection and Biodiversity Conservation Act 1999 (the EPBC Act);

• Oversight of environmental requirements attached to environmental approvals for existing uranium mines issued following recommendations made under the now repealed Environment Protection (Impact of Proposals) Act 1974 (the EPIP Act);

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• Environmental assessment and approval of new uranium mines and significant expansion to existing mines under the EPBC Act;

• Ensuring the physical security of nuclear minerals within Australia;

• Approval of exports of radioactive materials including uranium;

• Implementation of Safeguards Agreements and tracking of Australian Obligated Nuclear Materials internationally; and

• Ownership of uranium in the Northern Territory, and oversight of uranium mining operations in the Alligator Rivers Region within the NT.

The Northern Territory Government:

The Australian Federal Government has specifically reserved its powers over uranium mining in the Northern Territory by means of the Atomic Energy Act 1953 and the Northern Territory (Self Government) Regulations 1978.

The responsibilities in relation to the regulation of environmental impacts of uranium mining in the NT have since been shared between the Commonwealth and the NT Governments by virtue of a series of intergovernmental agreements, the latest of which was signed in 2005. The NT Mining Act deals with title approvals such as exploration and mining. Under s143 of the Mining Act, before granting a mining title that relates to uranium, the Minister must consult with the Australian Government Minister and must act in accordance with any advice he/she provides. In effect, the Australian Government Minister has the ability to veto any planned action by the NT Minister with which he/she disagreed.

Western Australian Tenements:

1) Yanrey.

Yanrey. 130 km[2] .

Location:

The Yanrey tenement is located 95 km south of Onslow and west of Tom Price and Paraburdoo in Western Australia.

Exploration History:

This region in the Ashburton area of WA, known as the Yanrey Uranium Province, is again an area of great interest to dedicated uranium explorers. They have not only locked up all the prospective ground throughout Yanrey but also across the Gascoyne Uranium Province, immediately to the south.

The main focus for the Province has been the substantial uranium deposit discovered at Manyingee by Total Mining in 1974. Paladin Resources Ltd now owns this project and though small in size at only 13 km2, it has an inferred resource potential of 12,000 contained tonnes of U3O8. Recent exploration results have shown the sandstone-hosted roll-front style of this deposit to be a regional signature for uranium mineralisation. Paladin has proven this style to be amenable for in-situ leach (ISL) extraction.

CRA Exploration also conducted extensive exploration around Bennett’s Well in the late 1970s. During this program they identified a complex Palaeo-channel system across a wide area containing uranium mineralisation. The mineralised zones were similar to those on the adjacent Manyingee deposit.

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Current Exploration Programs:

The Yanrey Province is not a large district by Western Australian standards ensuring that most of the current exploration programs are being carried out on holdings in close proximity to each other. These are some of the companies currently exploring tenements in the Province:

• Paladin Resources Ltd has a JORC standard inferred uranium deposit at Manyingee (Central)

• Scimitar Resources Ltd has significant uranium mineralisation results announced from recent drilling at Bennett’s Well. (Central) Adjacent to Manyingee.

• Dynasty Metals Ltd has uranium occurrences from an ongoing program at Bennett’s Well.

• Energy Metals Ltd has tenements surrounding Manyingee and has commenced airborne surveys. (Central).

• Redport/KTL Joint Venture has announced high-grade uranium intersections in veinstyle deposits at Mundong Well. (South) 40 km south of Manyingee.

• Korab Resources Ltd has announced major radiometric anomalies at Tank Well. (South) 5 km west of Mundong Well.

• Nova Energy Ltd are exploring for vein-style mineralisation at Gilba Bore. (Central)

• Kalgoorlie-Boulder Resources Ltd is exploring at Nyang East. (South).

Strategic Position:

The Yanrey tenement is strategically located within the Central district of the Yanrey Uranium Province and is 20 km east of Manyingee and Bennett’s Well and 35 km north of Mundong Well.

Tenement Geology:

The tenement has a large amount of Quaternary/Recent alluvial cover overlying Proterozoic sandstone, shale and granite. The nearby uranium occurrences, 20 km to the west, appear associated with Proterozoic sediments and Quaternary drainages similar to a channel already indicated across the tenement.

2) Lake Maitland:

Lake Maitland North. 62 km[2] . Lake Maitland South. 43 km[2] .

Location:

The tenements are located 200 km east of Meekatharra and are situated within the Yilgarn Uranium Region. They are 50 km north of Yeelirrie.

Exploration History:

In the 1970s Western Mining Corporation carried out extensive exploration for uranium across a large part of the northern Yilgarn region. They established several zones of carnotite mineralisation, culminating in the discovery of the largest sedimentary uranium deposit in the world at Yeelirrie. This shallow, but extensive deposit holds an estimated resource of 50,000 contained tonnes of U3O8.

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Acclaim Uranium and Dominion Mining discovered smaller uranium deposits at Quinn’s Lake and Nowthanna before Acclaim found a much larger deposit at Lake Maitland. Smaller discoveries were made around the Lake Maitland district at Lake Way, Millepede, Centipede, Hinkler Wells and Abercromby.

By the time Acclaim quit the Yilgarn Uranium Region, due to the uncertain future of uranium, the Company had proven up 5 separate resources across a span of 200km.

Current Exploration Programs:

Specialist uranium explorers have now spread across the entire north Yilgarn region with the majority concentrating their exploration efforts around the Lake Maitland district. Companies are regularly reporting solid exploration results in their Quarterly announcements.

• BHP now controls Yeelirrie.

• Redport Ltd (a subsidiary of Mega Uranium) bought the Acclaim holding at Lake Maitland. They have recently announced a JORC compliant inferred resource of 10,747 contained tonnes of U3O8 with vanadium credits. They have just acquired a further 160 km2 surrounding the Lake Maitland project.

• Nova Energy Ltd has a declared JORC compliant inferred resource of 9,000 contained tonnes of U3O8 at their Lake Way/Centipede project.

• Encounter Resources Ltd has scheduled a specialist lake rig to test the extension of continuous mineralisation across the contiguous southern boundary shared with Nova.

• Korab Resources Ltd has announced 3 high-level mineralised uranium horizons at their Lake Way South project. They have also recently acquired further ground around Lake Maitland.

• U3O8 Ltd has announced that the estimation of a JORC inferred uranium resource for their Hinkler Wells project would be completed in June 2007. They confirmed results showing uranium mineralisation, in calcrete, over a 20 km strike.

Strategic Position:

The Lake Maitland tenements are strategically located either side of the substantial Redport/Mega uranium deposit at Lake Maitland and are positioned centrally within the district.

Tenement Geology:

Archaean rocks of the Yilgarn Craton underlie the Yilgarn Uranium Region. These are made up mainly of granitoids with some acid meta-volcanics and sedimentary rocks. The area also includes Quaternary to Recent alluvial channels and salt lakes, e.g. Lake Maitland.

These prospects are usually characterised as surficial calcrete uranium deposits, which have often developed in single layers, at depths of 2 to 6 metres from the surface. Mineralised zones can extend for several kilometres.

Political Policy: Western Australia

The Western Australian Government

The State Labor Party of Western Australia, which was re-elected on the 26th of February 2006 for a further four-year term has a policy prohibiting the mining of uranium. The Premier, Alan Carpenter, has restated this policy and will prohibit uranium mining.

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This Policy does not stop any company exploring and identifying uranium deposits but it means the deposit cannot be exploited while the present Policy is in place. A change in Government could see this Policy reversed.

Political Risks:

Because of the uncertainty created by some State political policies, the Board of Cabe Resources Pty Ltd initially focused their search for uranium tenements in the Northern Territory. With the Federal Government support for uranium mining assured, the decision to seek out ground in the highly prospective Arunta Region was an obvious and sensible decision.

However with the change of political direction agreed by the Federal Labor Party at their recent Biennial Conference there could be a possible of change to the Western Australian Policy in the future. The world demand for uranium coupled with our enormous resources could transform the uranium industry by creating thousands of new jobs and earning billions of export dollars.

World Production and Uranium Prices:

The two major producers of uranium oxide in 2005, Canada (13,713 tonnes) and Australia (11,222 tonnes) made up 50% of the world’s production. However the total world production only accounted for 63% of the 2006 world demand. The balance has been met over the years from secondary sources such as, nuclear power companies’ inventories and from recycled highly enriched uranium (HEU), which is derived from obsolete nuclear warheads.

Due to the market pressure caused by the 27,000 tonne annual shortfall in mine production, the spot price has risen dramatically. From a low of USD 10.00 per pound in 2000 it reached USD 138.00 per pound in June 2007.

With over 75 new nuclear power plants scheduled to be in service during the next 8 years, the discovery of and production from, new mines is becoming critical.

Even though Australia is reputed to contain over 40% of the known low-cost uranium reserves, the upsurge in uranium exploration interest has made highly prospective tenements difficult to obtain.

Acquisitions and Mergers:

Even though the uranium exploration boom is only just beginning, a series of important acquisitions and mergers have recently taken place.

Canadian and French uranium companies have already merged with or purchased all or part of existing Australian uranium companies. China has signed a uranium export deal with Australia and now Chinese companies are becoming actively involved in exploration development. Australian groups, both large and small, are also seeking partners through this process.

The present rush of company activity is driven by the need to strengthen corporate portfolios through the strategic increase of the all-important value of a company’s prospective exploration territory.

Cut-Off Grade:

Unlike oil, gas and coal the cost of uranium is a negligible fraction of the cost of nuclear power. Therefore increases of a magnitude that would make power production from fossil fuels uneconomical would be hardly felt by the consumer of nuclear electrical power.

Because an extremely high price is tolerable then lower grades can now be considered as possible reserves. This will extend the life of uranium mines by allowing them to profitably operate at a lower cut-off grade.

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As the permissible uranium concentration goes down, the amount of recoverable uranium rises exponentially.

Details of the proposed acquisition of Cabe Resources Ltd

The Company is not required by the Corporations Act or the ASX Listing Rules to seek shareholder approval for the proposed acquisition, however, the Directors have decided due to the size and nature of the acquisition to give shareholders the opportunity to vote on the acquisition. The bid is conditional upon shareholder approval and, therefore, if shareholder approval is not obtained, the bid will not proceed.

The offers will be made to all remaining Cabe Resources Limited shareholders and option holders on the basis of one fully paid ordinary share for each Cabe Resources Limited shares on issue, and one option (on the same terms as the existing listed options) for each Cabe Resources Limited option on issue. In addition to approval by shareholders and standard “prescribed occurrence conditions” the offers will be conditional on the Company obtaining not less than 90% acceptance in respect to the offers for both Cabe Resources Limited shares and Cabe Resources Limited options (entitling the Company to proceed to compulsory acquisition of any remaining Cabe Resources Limited shares and options), and ASX granting quotation for the shares and options to be issued.

If successful, the Company will have 100% ownership of Cabe and will issue as consideration 85,000,000 shares and 85,000,000 YRR options.

Recent substantial increases in the price of uranium and the fact that many participants in the uranium industry expect both the price and demand for uranium to continue to increase in the short to medium term has meant the directors are keen to increase the Company’s exposure to prospective uranium projects in the Northern Territory which already has an existing uranium industry.

The Company’s strong share price since listing enables the Company to offer securities as the consideration for the takeover bid and conserve the Company’s cash for ongoing exploration yet still minimise the dilution to existing shareholders that would occur if the Company’s shares were trading at lower prices.

6. RESOLUTION 7: ADOPT NEW CONSTITUTION

The Company is seeking to adopt a new Constitution to take account of recent changes to the ASX Listing Rules and the Corporations Act. The Company will provide a copy of the proposed new Constitution to any shareholder on request.

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GLOSSARY

" ASX " means ASX Limited;

“ Board ” means the board of directors of the Company;

" Corporations Act " means the Corporations Act 2001 (Cth);

" Company " or " YRR " means Yellow Rock Resources Ltd ABN 90 116 221 740;

" Directors " means Directors of the Company;

" Explanatory Statement " means this information attached to the Notice, which provides information to Shareholders about the resolutions contained in the Notice;

" Notice " means the notice of meeting which accompanies this Explanatory Memorandum; and

" Shareholder " means the holder of one or more fully paid ordinary shares issued in the capital of the Company.

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PROXY FORM

YELLOW ROCK RESOURCES LTD

ABN 90 116 221 740

The Company Secretary

Yellow Rock Resources Ltd

Postal Address: 35 Great Eastern Highway RIVERVALE WA 6103 Facsimile: +61 8 9361 5900 I/We (name of shareholder) .................................................................................................................... of (address) ............................................................................................................................................

being a member/members of YELLOW ROCK RESOURCES LIMITED hereby appoint:

(name) .................................................................................................................................................... of (address) ............................................................................................................................................ and/or failing him (name) ........................................................................................................................ of (address) ............................................................................................................................................

or failing that person then the CHAIRMAN of the meeting as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on Wednesday 28[th] November 2007, at the office of Lavan Legal, Level 20, 1 William Street Perth, Western Australia 6000 at 2.00pm TIME and at any adjournment of the meeting.

If you wish to direct the Proxy how to vote, place a cross in the appropriate boxes below:

For Against Abstain Resolutions Resolution 1 – Re-election of Mr Denis McInerney as a director of the Company Resolution 2 – Re-election of Mr Quentin Williams as a director of the Company

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Resolution 3 – Appointment of Auditors Resolution 4 – Adoption of Remuneration Report Resolution 5 – Ratification of share and option issue Resolution 6 – Takeover of Cabe Resources Ltd Resolution 7 – Adoption of new Constitution

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

If you do not wish to direct your proxy how to vote, please place a mark in the box.

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. The Chairman intends to vote for all of the resolutions set out in the Notice.

This Proxy is appointed to represent 100% 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.

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

Individual or Security Holder 1 Security Holder 2 Security Holder 3 Sole Director and Director Director/Company Secretary Sole Company Secretary

Contact Name Contact daytime telephone Date

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Voting by Proxy

Please complete your name and address as it appears on the share register. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

1.1 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your Proxy and vote on your behalf. A proxy need not be a shareholder.

1.2 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy will vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

1.3 Appointment of a Second Proxy

If you wish to appoint a second proxy, you may copy this form.

To appoint a second proxy you must:

• 1 Indicate that you wish to appoint a second proxy by marking the box.

• 2 On each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form.

• 3 Return both forms together in the same envelope.

1.4 Authorised Signature/s

You must sign this form as follows in the spaces provided:

Joint Holding: In the case of joint holders the proxy form may be signed by any one holder.

Power of Attorney: If signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.

Companies: A Director can sign jointly with another Director or a Company Secretary, a sole Director who is also a sole Company Secretary can also sign. A sole Director of a corporation without a Company Secretary can sign, pursuant to s204A of the Corporations Act. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the meeting and a proxy form is not used, then an appropriate “Certificate of Appointment of Representative” should be produced prior to admission. A form of the certificate may be obtained from the company secretary.

AGM 2007

1.5 Lodgement of Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting. Documents may be lodged by posting, delivery or facsimile to the Company.

Registered office of: Yellow Rock Resources Limited

35 Great Eastern Highway RIVERVALE WA 6103 Facsimile: (08) 9361 5900

AGM 2007