AUSTRALIAN VANADIUM LIMITED — AGM Information 2010

Oct 26, 2010

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Yellow Rock Resources Limited ABN: 90 116 221 740

15 Colin Street West Perth WA 6005

Telephone: (08) 6460 0250 Facsimile: (08) 6460 0254 Email: info@yrr.com.au

27 October 2010

Company Announcements Office ASX Limited 20 Bridge Street SYDNEY NSW 2000

NOTICE OF ANNUAL GENERAL MEETING AND ANNUAL REPORT

Please find attached the company’s Notice of Annual General Meeting to be held on Monday, 29 November 2010 at 10.00am.

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

Yours faithfully

Neville Bassett Company Secretary

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Yellow Rock Resources Limited ABN 90 116 221 740

Notice of Annual General Meeting

Explanatory Statement

and

Proxy Form

Date of Meeting

Monday, 29 November 2010

Time of Meeting 10.00 am (WST)

Place of Meeting CWA House 1176 Hay Street West Perth WA 6005

YELLOW ROCK RESOURCES LIMITED ABN 90 116 221 740

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of members of Yellow Rock Resources Limited ( Yellow Rock or the Company ) will be held at 10.00am on Monday, 29 November 2010 at CWA House, 1176 Hay Street, West Perth, Western Australia.

The accompanying Explanatory Statement forms part of this Notice of Annual General Meeting.

AGENDA

A. CONSIDERATION OF REPORTS

To receive and consider the Financial Statements for the year ended 30 June 2010, together with the reports by directors and auditors thereon.

B. ITEMS FOR APPROVAL

Resolution 1 – Adoption of Remuneration Report

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

“That the Remuneration Report included in the Annual Report for the financial year ended 30 June 2010 be adopted.”

Short Explanation : The vote on this resolution is advisory only and does not bind the Directors or the Company.

Resolution 2 – Re-election of Director (Mr Edward Saunders)

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

“That, pursuant to clause 7.3(c) of the Constitution of the Company, Mr Edward Saunders, who offers himself for re-election, having consented to act as a Director of the Company and being eligible, is hereby re-elected as a Director of the Company.”

Resolution 3 – Re-election of Director (Mr Gary Stokes)

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

“That, pursuant to clause 7.3(c) of the Constitution of the Company, Mr Gary Stokes, who offers himself for re-election, having consented to act as a Director of the Company and being eligible, is hereby re-elected as a Director of the Company.”

Resolution 4 – Re-election of Director (Mr Brenton Lewis)

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

“That, pursuant to clause 7.3(c) of the Constitution of the Company, Mr Brenton Lewis, who offers himself for re-election, having consented to act as a Director of the Company and being eligible, is hereby re-elected as a Director of the Company.”

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Short Explanation – Resolutions 2, 3 and 4 : Clauses 7.2 and 7.3 of the Constitution provide that the Directors may at any time appoint any person as a Director, either to fill a casual vacancy or as an addition to the existing Directors, and a Director so appointed must retire at the next Annual General Meeting of the Company following the appointment and is eligible for re-election at that Meeting.

Voting at Annual General 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 Annual General Meeting are those who are registered Shareholders of the Company at 10.00am on 27 November 2010. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the general meeting.

Proxy and Voting Entitlement Instructions are included on the Proxy Form accompanying this Notice of General Meeting.

Annual Report Online

Shareholders who have not elected to receive a hard copy of the Annual Report can access the report on the company’s website at www.yrr.com.au

BY ORDER OF THE BOARD

Catherine Anderson Company S ecretary Dated: 19 October 2010

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EXPLANATORY STATEMENT

INTRODUCTION

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at CWA House, 1176 Hay Street, West Perth, Western Australia on 29 November 2010 at 10.00am (WST).

This Explanatory Statement forms part of and should be read in conjunction with the accompanying Notice of annual general meeting.

FINANCIAL STATEMENTS AND REPORTS

As required by section 317 of the Corporations Act, the financial statements for the year ended 30 June 2010 and the reports of the Directors and auditors thereon will be laid before the meeting. There is no requirement for a formal resolution on this item.

In accordance with the Corporations Act, a reasonable opportunity will be given to Shareholders to ask questions and/or make comments on the management of the Company at the meeting.

As a Shareholder you are entitled to submit one written question to the auditor prior to the Annual General Meeting provided that the question relates to:

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• The content of the auditor’s report; or

• The conduct of the audit in relation to the financial report.

All written questions must be sent to the Company and may not be sent direct to the auditor. The Company will then forward all questions to the auditor. Questions must be received by the Company no later than 5 business days before the date of the Annual General Meeting.

The auditor will be attending the Annual General Meeting and will be available to answer questions from Shareholders relevant to:

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• The conduct of the audit;

• The preparation and content of the auditor’s report;

• The accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• The independence of the auditor in relation to the conduct of the audit.

The auditor will also answer written questions submitted prior to the Annual General Meeting.

RESOLUTION 1 – 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. The Remuneration Report is set out in the Directors Report section of Company’s 2010 Annual Report.

As required by section 250R(2) of the Corporations Act, a resolution that the remuneration report for the year ended 30 June 2010 be adopted is to be put to a vote. The vote on this item is advisory only and does not bind the Directors or the Company.

In accordance with section 250SA of the Corporations Act, shareholders will be provided with 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.

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RESOLUTIONS 2, 3 AND 4 - RE-ELECTION OF DIRECTORS

Resolutions 2, 3 and 4 relate to the election of Directors. Clause 7.2(b) of the Company’s Constitution states that the Directors may appoint any person as a Director of the company. Under clause 7.3(c) of the Constitution, Directors so appointed must retire at the next Annual General Meeting of the Company and are eligible for re-election at that Meeting.

Mr Edward Saunders, Mr Gary Stokes and Mr Brenton Lewis were appointed as directors on 15 July 2010. In accordance with Clause 7.3(b) of the Constitution, Mr Saunders, Mr Stokes and Mr Lewis offer themselves for re-election as a Director of the Company.

A summary of the qualifications and experience of Messrs Saunders, Stokes and Lewis is provided in the Annual Report.

DEFINITIONS

ASX means ASX Limited ABN 99 009 076 233. ASX Listing Rules means the official listing rules of ASX. Corporations Act means the Corporations Act 2001 (Cth). Director means a director of the Company. Explanatory Statement means this Explanatory Statement. Notice means the notice of annual general meeting which forms part of this Explanatory Statement. Shareholder means a holder of a Share.

Yellow Rock or the Company means Yellow Rock Resources Limited (ABN 90 116 221 740).

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Proxy Form

The Secretary Yellow Rock Resources Limited 15 Colin Street West Perth WA 6005

I/We (full name)

---

of_________________

being a member(s) of Yellow Rock Resources Limited, hereby appoint as my/our proxy

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of_________________

or, failing him/her the Chairperson of the Meeting to attend and vote for me/us at the general meeting of the Company to be held at 10.00am on 29 November, 2010 and at an adjournment thereof in respect of ____% of my/our shares or, failing any number being specified, ALL of my/our shares in the Company.

The Chairman of the Meeting intends to vote all undirected proxies in favour of all resolutions.

RESOLUTIONS

FOR AGAINST ABSTAIN 1 Adoption of Remuneration Report    2 Re-election of Director – Edward Saunders    3 Re-election of Director – Gary Stokes    4 Re-election of Director – Brenton Lewis   

If the member is an individual or joint holder:

______ ____ Usual Signature Usual Signature Dated this day of 2010

If the member is a Company:

Signed in accordance with the Constitution of the company the presence of:

Director/Sole Director Director/Secretary Sole Director and Sole Secretary Dated this day of 2010

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NOTES

1. A member entitled to attend and vote is entitled to appoint not more than two proxies.

2. Where more than one proxy is appointed and that appointment does not specify the proportion or number of the member’s votes, each proxy may exercise half of the votes.

3. A proxy need not be a member of the Company.

4. If the member is a company it must execute under its Common Seal or otherwise in accordance with its Constitution.

LODGING YOUR PROXY FORM

To be valid, your proxy form (and any power of attorney under which it is signed) must be received at the address given below no later than 10.00am (WST) on 27 November 2010. Any proxy form received after that time will not be valid for the scheduled meeting.

In person: Yellow Rock Resources Limited 15 Colin Street West Perth WA 6005

By mail: Yellow Rock Resources Limited 15 Colin Street West Perth WA 6005 By fax: (08) 6460 0254

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