ATOMIC RESOURCES LIMITED

ACN 124 408 751

N O T I C E O F G E N E R A L M E E T I N G E X P L A N A T O R Y N O T E S P R O X Y F O R M

Date of Meeting

28 April 2011

Time of Meeting 10.30 a.m. (WST)

Place of Meeting

Function Room Two, Duxton Hotel Perth, 1 St Georges Terrace, Perth, Western Australia, Australia 6000

N O T I C E O F G E N E R A L M E E T I N G

A General Meeting ( Meeting ) of shareholders of Atomic Resources Limited ( Company ) is to be held on 28[th] April 2011 at Duxton Hotel Perth 1 St Georges Terrace, Perth, commencing at 10.30 a.m. (WST).

The Explanatory Notes that accompany and form part of this notice of General Meeting ( Notice ) describes the matters to be considered at this Meeting.

AGENDA

BUSINESS

1. Election of Director

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

“That Mr David Mason, a director who was appointed since the last Annual General Meeting, retires in accordance with the Company’s constitution and, being eligible offers himself for re-election, be re-elected as a director of the Company.”

2. Election of Director

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

“That Mr Jonathan Warrand, a director who was appointed since the last Annual General Meeting, retires in accordance with the Company’s constitution and, being eligible offers himself for re-election, be re-elected as a director of the Company.”

3. Election of Director

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

“That Mr Graeme Robertson, a director who was appointed since the last Annual General Meeting, retires in accordance with the Company’s constitution and, being eligible offers himself for re-election, be re-elected as a director of the Company.”

4. Approval of tranche 1 of placement

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

"That for the purpose of ASX Listing Rule 7.4, the issue of 19,740,957 fully paid ordinary shares on the terms set out in the Explanatory Notes, be approved."

Voting Exclusion

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on this resolution by any person who participated in the issue and any associates of them. However, the Company need not disregard a vote if:

(a) it is cast by that person as proxy, in accordance with the directions on the proxy form; or
(b) 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.

Page 2 of 32

5. Approval of Tranche 2 of placement

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

"That for the purpose of ASX Listing Rule 7.1, the issue of 35,814,598 fully paid ordinary shares on the terms set out in the Explanatory Notes, be approved”.

Voting Exclusion

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed and any associates of them. However, the Company need not disregard a vote if:

(a) it is cast by that person as proxy, in accordance with the directions on the proxy form; or
(b) 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.

6. Approval of related party participation in Tranche 2 of the placement

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

"That conditional upon Resolutions 5 and 14 being approved, for the purpose of Listing Rule 10.11 and Chapter 2E of the Corporations Act, and for all other purposes, the issue of up to 11,444,443 fully paid ordinary shares to Aspac Mining Ltd ARBN 116 553 087, Graeme Robertson, Ellen Teja and Farjoy Pty Ltd ACN 000 384 903 on the terms and conditions in the Explanatory Notes be approved.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by Aspac Mining Ltd, Graeme Robertson, Ellen Teja and Farjoy Pty Ltd or any of their associates.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) 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.

7. Approval of issue of options to lead manager

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

"That for the purpose of ASX Listing Rule 7.1 the issue of 1,500,000 options to Southern Cross Equities Limited ABN 87 071 935 441 on the terms set out in the Explanatory Notes, be approved”.

Voting Exclusion

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on this resolution by Southern Cross Equities Limited and any associates of them. However, the Company need not disregard a vote if:

(a) it is cast by that person as proxy, in accordance with the directions on the proxy form; or
(b) 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.

Page 3 of 32

8. Approval of issue of shares in connection with the purchase of minority shareholding in PCEA

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

"That for the purpose of ASX Listing Rule 7.1, the issue of 250,000 fully paid ordinary shares to Peter Tsegas on the terms set out in the Explanatory Notes, be approved”.

Voting Exclusion

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on this resolution by Peter Tsegas and any associates of him. However, the Company need not disregard a vote if:

(a) it is cast by that person as proxy, in accordance with the directions on the proxy form; or
(b) 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.

9. Approval of giving of financial benefits pursuant to the underwriting agreement for Share Purchase Plan

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

“That, conditional upon Resolution 14 being approved, for the purposes of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act and for all other purposes, the entry into an underwriting agreement on the terms and conditions set out in the Explanatory Notes including the payment of fees, the granting of an indemnity and the issue of up to 11,255,556 fully paid ordinary shares at an issue price of $0.45 per share to Aspac Mining Ltd (and/or its nominees) and Farjoy Pty Ltd (and/or its nominees) be approved” .

Voting Exclusion

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on this resolution by Aspac Mining Ltd and Farjoy Pty Ltd any of their associates and any other person who may participate in the issue of shares and any associates of them. However, the Company need not disregard a vote if:

(a) it is cast by that person as proxy, in accordance with the directions on the proxy form; or
(b) 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.

10. Approval of employee share option scheme

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

"That for the purpose of ASX Listing Rule 7.2, Exception 9, as an exception to Listing Rule 7.1 and for all other purposes, the incentive option scheme for employees (including Directors) of the Company known as the “Atomic Resources Limited Incentive Option Scheme” and the grant of options and the issue of shares under such scheme which scheme is summarised in the Explanatory Notes be approved.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by any director who may participate in the employee incentive option scheme or any associate of such person.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) 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.

Page 4 of 32

11. Approval of allotment of securities to Graeme Robertson

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

"That for the purposes of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act the issue of 3,000,000 options and 700,000 fully paid shares on the terms set out in the Explanatory Notes, be approved.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by Graeme Robertson or any associate of Graeme Robertson.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) 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.

12. Approval of allotment of securities David Mason

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

" That for the purposes of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act the issue of 1,500,000 options and 1,000,000 fully paid shares on the terms set out in the Explanatory Notes, be approved .”

Voting Exclusion

The Company will disregard any votes cast on this resolution by David Mason or any associate of David Mason.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) 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.

13. Approval of allotment of securities to Jonathan Warrand

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

" That for the purpose of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act the issue of 1,000,000 options and 1,000,000 fully paid shares on the terms set out in the Explanatory Notes, be approved .”

Voting Exclusion

The Company will disregard any votes cast on this resolution by Jonathan Warrand or any associate of Jonathan Warrand.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) 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.

Page 5 of 32

14. Approval for the relevant interests of Graeme Robertson, Aspac Mining Ltd, Farjoy Pty Ltd and Ellen Teja to exceed 20% as a result of SPP, underwriting SPP, Tranche 2 of the Placement and issue of securities to a director

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

"That for the purposes of and in accordance with section 611 item 7 of the Corporations Act and for all other purposes the acquisition of a relevant interest in the shares proposed to be issued to Aspac Mining Ltd, Graeme Robertson, Ellen Teja and Farjoy Pty Ltd pursuant to Resolutions 6, 9 and 11 on the terms summarised in the Explanatory Notes be approved.”

Expert’s report : Shareholders should carefully consider the Independent Expert’s Report prepared by William Buck for the purposes of shareholder approval required under item 7 of section 611 of the Corporations Act which comments on the fairness and reasonableness of the transaction to the non-associated shareholders in the Company.

Expert’s conclusion : The Independent Expert’s Report, reporting on Resolution 14 concluded that the acquisition referred to Resolution 14 is fair and reasonable to the non-associated shareholders of the Company.

Voting Exclusion

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on this resolution by Farjoy Pty Ltd, Graeme Robertson, Aspac Mining Ltd, Ellen Teja and any of their associates. However, the Company need not disregard a vote if:

(a) it is cast by that person as proxy, in accordance with the directions on the proxy form; or
(b) 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.

15. Approval to change company name

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

“ For the purposes of section 157 of the Corporations Act and for all other purposes the change of the Company’s name from Atomic Resources Limited to Intra Energy Corporation Limited be approved effective from registration of the change by the Australian Securities and Investments Commission ”.

16. Approval to modify company constitution

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

“ That clause 21.3 of the Constitution is deleted and replaced with the following:

21.3 Dividends only payable in accordance with Corporations Act

No dividend shall be payable except in accordance with the Corporations Act.”

17. Proportional Takeover Approval Provisions

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

“ That Clause 36 in the Constitution tabled at the meeting and signed by the Chairman for identification be adopted as Clause 36 of the Company’s Constitution. “

Page 6 of 32

Voting and the proxy

For the purpose of determining the voting entitlements at the meeting, the Board has determined that shares in the Company will be taken to be held by the registered holders of those shares at 10.30am ( WST ) on 26 April 2011. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

A Shareholder wishing to vote on the resolutions contained in this Notice should either attend in person or appoint a proxy or proxies to attend or vote on its behalf. A proxy form is included with this Notice. The proxy or proxies do not need to be a shareholder of the Company. A Shareholder that is a body corporate may appoint a representative to attend in accordance with the Corporations Act 2001 (Cth).

A Shareholder entitled to attend and to cast two or more votes is entitled to 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 Shareholders' voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes able to be cast by the appointing Shareholder.

The proxy form (and any power of attorney under which it is signed) must be received at the address below not later than 10.30am ( WST ) on 26 April 2011 (being 48 hours before the commencement of the meeting). Any proxy forms received after that time will not be valid for the meeting.

Page 7 of 32

Completed proxy forms should be sent to the Company as follows:

C/- Computershare Investor Services Pty Ltd Telephone: Level 2, Reserve Bank Building, (within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000 Facsimile: 45 St Georges Tce (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555 PERTH WA 6000 Email: [email protected]

DATED THIS 30[th] DAY OF March 2011 BY ORDER OF THE BOARD

Page 8 of 32

E X P L A N A T O R Y N O T E S

These Explanatory Notes have been prepared to provide shareholders with material information to enable them to make an informed decision on the business to be conducted at the Meeting of the Company.

The Directors recommend that shareholders read these Explanatory Notes in full before making any decision in relation to the resolutions.

Resolution 1 – Re-election of Director

General

Mr David Mason was appointed to the Board as an additional director on 28 January 2011. In accordance with clause 13.4 of the Constitution, David Mason only holds office until the next general meeting and is then eligible for re-election. Mr Mason seeks re-election to the Board.

David Mason

Mr David Mason has a broad business, corporate and mining background achieved having worked in the mining industry for 30 years throughout Australia.

David is a Director of Overseas & General Limited (ASX:OGL), a coal producer in Indonesia. Prior to this, David was Operations Director of Haddington Resources (now Altura Mining, ASX:AJM) a diversified resource company, which acquired the resource investment and mining service companies of Minvest International, a group he co-founded and managed.

David was formerly General Manager of the Minvest Group, and assisted in the development of the Adaro Indonesia coal mine, the MHU coal mine, a suite of exploration assets and mining service companies.

Mr Mason has agreed to commit a minimum 50% of his time to Atomic Resources until at least 30 June 2011. His employment contract will be reviewed prior to 30 June 2011. Mr Mason will receive $175,000 per annum during this period.

Directors’ Recommendation:

The Directors (other than David Mason) recommend that Shareholders vote in favour of the Resolution.

Resolution 2 – Re-election of Director

General

Mr Jonathan Warrand was appointed to the Board as an additional director on 28 January 2011. In accordance with clause 13.4 of the Constitution, Jonathan Warrand only holds office until the next general meeting and is then eligible for re-election. Mr Warrand seeks re-election to the Board.

Jonathan Warrand

Mr Jonathan Warrand is the Managing Director of Intrasia Capital Pty Limited, a proprietary investment firm in Sydney and through its related operations has offices in Singapore and Mauritius.

He has over twenty three years of corporate advisory across various sectors including soft and hard commodities, financial services and real estate and has experience in equity and debt capital markets, strategic planning, capital management and corporate advisory.

Mr Warrand is an Executive Director of Superwoman Group Limited and is a Non-Executive Director of Arafura Pearl Holdings Limited and Chancery Managed Investments Limited (a subsidiary of Oxley Group, based in Singapore).

Page 9 of 32

Mr Warrand holds a Masters of Business Administration (Executive) from the Australian Graduate School of Management (University of New South Wales and University of Sydney), Graduate Diploma in Applied Finance and Investment, Insolvency Law Certificate from the University of Southern Queensland and a Bachelor of Commerce (University of Wollongong).

He is a Chartered Accountant, Fellow of Finsia and is an Associate of the Insolvency Practitioners Association of Australia.

As part of the relocation of the Perth office of the Company to Sydney, the Company has agreed to enter into a services agreement on commercial terms until 30 June 2011 whereby the current budgeted overhead costs of the Company for the year ended 30 June 2011 (pro-rata per month) will be paid to Intrasia Capital Pty Limited. The management services contract includes the overheads such as accounting, finance and administration. Mr Robertson and Mr Warrand are directors of Intrasia Capital Pty Limited. Mr Warrand receives no remuneration from Atomic Resources.

Directors’ Recommendation:

The Directors (other than Jonathan Warrand) recommend that Shareholders vote in favour of the Resolution.

Resolution 3 – Re-election of Director

General

Mr Graeme Robertson was appointed to the Board as an additional director on 23 November 2010. In accordance with clause 13.4 of the Constitution, Graeme Robertson only holds office until the next general meeting and is then eligible for re-election. Mr Robertson seeks re-election to the Board.

Graeme Robertson

Graeme Robertson has spent much of his life in Asia engineering growth in developing nations. He has been responsible for pioneering and managing world-class and global mining, energy and infrastructure operations.

A graduate of the University of New South Wales, Graeme has been the developer and President Director of PT Adaro Indonesia, the largest open cut coal mine in the Southern Hemisphere with a current market capitalisation of USD5.5 billion and PT Indonesia Bulk Terminal, an international bulk port operation in Indonesia. Graeme has extensive experience in developing successful operations in emerging economies. He is a former Director of Australia’s fourth oldest public company Washington H. Soul Pattinson & Co., and was previously Managing Director (1987 – 2005) of New Hope Corporation Limited (ASX: NHC).

Graeme is a Trustee of the Indonesian Humanitarian Foundation (YKI) based in Bali and Deputy Chairman of the John Fawcett Foundation, a charitable organisation based in Perth, Australia.

Directors’ Recommendation:

The Directors (other than Graeme Robertson) recommend that Shareholders vote in favour of the Resolution.

Page 10 of 32

Resolution 4 – Placement Tranche 1

Background

As announced on 28 February 2011 the Company engaged Southern Cross Equities Limited (“ SCE ”) as lead manager for a two tranche placement to raise approximately $25 million by way of a placement of approximately 55.6 million new shares at $0.45 per share (“ Placement ”). The Placement will be followed by an underwritten share purchase plan (“ SPP ”) to raise approximately $5.0 million.

19,740,957 shares issued pursuant to Tranche 1 of the Placement were issued under the Company’s 15% capacity and were issued on 4 March 2011.

35,814,598 shares to be issued pursuant to Tranche 2 of the Placement are subject to shareholder approval in Resolutions 5 and 6.

The proceeds of both Tranche 1 and Tranche 2 of the Placement and the SPP will be used to fund the development of the Mbalawala coal project in south west Tanzania which is currently beneficially held 70% via Tancoal Energy Limited (a Tanzanian entity owned by Pacific Corporation East Africa Ltd (“ PCEA ”) (as to 70%) and National Development Corporation (Tanzanian Government) (as to 30%)) and includes:

mine start up capital items including, mobile equipment, crushers, drill rigs and coal conveyer equipment totalling approximately $13,000,000 plus initial working capital.
initial exploration costs for the ASEAN joint venture announced on 31 January 2011 of approximately $1,000,000;
acquisition of 15% of the shares on issue in PCEA (the Company owned 85% of the shares on issue in PCEA until the transaction entered into with Peter Tsegas as announced on 23 February 2011) of approximately $2,500,000;
additional working capital for project development for future near term developments of approximately $6,600,000;
costs of the Placement and SPP of approximately $1,900,000.

The SPP is co-underwritten by Aspac Mining Ltd and Farjoy Pty Ltd who are related parties of the Company by virtue of being controlled by either Graeme Robertson (in the case of Aspac Mining Ltd) or controlled by Graeme Robertson’s father (in the case of Farjoy Pty Ltd).

Resolution 1 seeks shareholder approval under ASX Listing Rule 7.4 for the issue of 19,740,957 shares allotted on 4 March 2011. For the purpose of ASX Listing Rule 7.5, the following information is provided:

(a) the number of shares issued was 19,740,957.
(b) the issue price of the shares was $0.45 per share.
(c) the shares issued rank equally in all respects with the existing fully paid ordinary shares in the Company quoted on the ASX.
(d) the allottees of the shares were certain Australian institutional, sophisticated and professional investors, all of whom were not related parties of the Company.
(e) the Company will apply the funds raised from the issue of the shares for the purpose outlined above.
(f) A voting exclusion statement relating to resolution 4 is included in the notice.

Board Recommendation

As approval of the issue of shares will refresh the Company’s ability to issue further shares within its 15% capacity without Shareholder approval, the Board recommends shareholders vote in favour of the resolution.

Page 11 of 32

Resolution 5 – Placement Tranche 2

Resolution 5 seeks shareholder approval for the issues of shares under Tranche 2 of the Company’s Placement described in relation to Resolution 4 above. The issue is to occur immediately after this Meeting.

For the purpose of ASX Listing Rule 7.3, the following information is provided:

(a) the maximum number of shares to be issued is 35,814,598.
(b) the issue price of the Shares to be issued is $0.45 per share.
(c) the shares to be issued will rank equally in all respects with the existing fully paid ordinary shares in the Company quoted on the ASX.
(d) the allottees of the shares will be certain Australian institutional, sophisticated and professional investors including certain related parties of the Company if their participation in Tranche 2 is approved pursuant to Resolution 6.
(e) the Company intends to apply the funds raised from the issue of the shares for the purposes outlined in relation to resolution 4 above.
(f) the shares are expected to be issued immediately after this Meeting, and in any event on a date no later than 3 months from the date of this Meeting (or 1 month from the date of the Meeting in the case of shares to be issued to related party of the Company if approved pursuant to Resolution 6), or such later date as approved by ASX.
(g) a voting exclusion statement relating to resolution 5 is included in the notice.

Board Recommendation

The Board believes that the issue of shares under Tranche 2 of the Placement will permit the Company to undertake the activities described in the notes to Resolution 4 above. Approval of the issue of shares will also refresh the Company’s ability to issue further shares within its 15% capacity without Shareholder approval. The Board recommends shareholders vote in favour of the resolution.

Resolution 6 – Approval of related party participation in Tranche 2 of the Placement

Resolution 6 seeks shareholder approval for Aspac Mining Ltd, Graeme Robertson, Ellen Teja and Farjoy Pty Ltd, being related parties of the Company, (together “ Related Parties ”), to participate in Tranche 2 of the Placement. Resolution 6 is an ordinary resolution and relates to some of the same shares that are the subject of Resolution 5.

Shareholder approval is required under ASX Listing Rule 10.11 and section 208 of the Corporations Act for the proposed issue of shares to the Related Parties because they are related parties of the Company. Mr Graeme Robertson is a director of the Company, Aspac Mining Ltd is a company controlled by Mr Robertson, Ellen Teja is the wife of Mr Robertson and Farjoy Pty Ltd is a company controlled by Mr Robertson’s father.

Resolution 6 is conditional upon approval of Resolution 14.

Specific information required by ASX Listing Rule 10.13 and section 219 of the Corporations Act

Listing Rule 10.13 and section 219 of the Corporations Act require that the following information is provided to Shareholders for the purpose of obtaining Shareholder approval for the issue of the shares under Tranche 2 of the Placement to the Related Parties.

Page 12 of 32

The names and maximum numbers of shares to be issued to each Related Party are set out in the following table. The shares are to be issued at $0.45 each and will rank equally in all respects with the fully paid ordinary shares of the Company as quoted on the ASX:

Related Party Maximum Number of Shares Aspac Mining Ltd 7,944,444 Graeme Robertson 333,333 Ellen Teja 777,778 Farjoy Pty Ltd 2,388,888 Total : 11,444,443

The funds raised from the issue of the shares to the Related Parties are to be used the same purposes as the Placement as described in the notes to Resolution 4 above.
The Company’s historical share price information for the last twelve months is as follows:

Price Date Highest $0.59 21 January 2011 Lowest $0.10 17 March 2010 Last $0.47 25 March 2011

Mr Graeme Robertson receives the following remuneration:

Director Fees (per annum) Other Remuneration Graeme Robertson $200,000 Options and shares (subject to approval of Resolution 11)

Page 13 of 32

The Related Parties have the following relevant interests in the Company as at the date of this Notice, which would be altered if they were issued the shares under Tranche 2 of the Placement:

Related Party	Existing Relevant Interest	% of Issued Capital (including conversion of options held by the relevant related party)	Relevant Interest after Placement	% of Issued Capital (including conversion of options held by the relevant related party)
Aspac Mining Ltd	19,735,877 shares nil unlisted options	12.47%	27,680,321 shares nil unlisted options	14.27%
Graeme Robertson	nil shares nil unlisted options	Nil	333,333 shares nil unlisted options	0.17%
Ellen Teja	38,000 shares nil unlisted options	0.02%	815,778 shares nil unlisted options	0.42%
Farjoy Pty Ltd	5,809,103 shares nil unlisted options	3.67%	8,197,991 shares nil unlisted options	4.23%

A voting exclusion statement is included in the Notice.
Other than the information above and otherwise in these Explanatory Notes, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolution 6.

Board Recommendation

Mr Graeme Robertson has an interest in Resolution 6 and therefore believes it is inappropriate to make a recommendation. The other Directors, being David Mason, Jonathan Warrand and Clive Hartz are unanimously in favour of the issue of the shares to the Related Parties as part of Tranche 2 of the Placement.

Resolution 7 – Issue of options to lead manager

Resolution 7 relates to the issue of options to SCE who has assisted the Company in undertaking the capital raising as lead manager.

Under the terms of its mandate letter, in consideration of the services provided by SCE, the Company has agreed to pay SCE fees based on the gross proceeds raised under the Placement (excluding shares issued to Aspac Mining Ltd and Farjoy Pty Ltd) and issue 1,500,000 unquoted options to subscribe for fully paid ordinary shares in the Company which options are exercisable at any time at $0.65 each on or before 3 years from the date of issue and are freely transferable with the Company’s consent.

Listing Rule 7.1 provides that a company must not, without prior approval of its shareholders, issue securities if the number of securities issued, or when aggregated with the number of securities issued by the company during the previous 12 months, exceeds 15% of the number of securities on issue at the commencement of that 12 month period. Resolution 7 (if approved), will permit the Company to issue the 1,500,000 options to SCE without the issue of those options impacting on or restricting the ability of the Company to subsequently issue securities up to the 15% limit in the next 12 month period.

Page 14 of 32

Listing Rule 7.3 requires the following information to be included in the notice:

The maximum number of options to be issued to SCE is 1,500,000.
The Company will issue the options no more than 3 months after the date of the meeting.
The options will be issued for no monetary consideration. However, the Company has agreed to issue the options in part satisfaction of the fees due to SCE for services rendered by it in respect of the Placement.
SCE or its nominee will be the allottee.
The options will have the following material terms:

Issue Price:	The options will be issued for no consideration. However it is noted that the options are issued in part satisfaction of fees due for services rendered in respect of the Placement
Exercise:	At any time during the period commencing on issue of the options and ceasing on the date which is 3 years after the issue of the options.
Vesting:	The options are immediately vested.
Exercise Price:	$0.65.
Final Exercise Date:	3 years after the date on which the options are issued.
General Conditions:	Refer to Schedule 1.

No funds will be raised by the issue of the options.
A voting exclusion statement relating to Resolution 7 is included in the notice.

Board Recommendation

As approval of the issue of options will refresh the Company’s ability to issue further shares within its 15% capacity without Shareholder approval, the Board recommends shareholders vote in favour of the resolution.

Resolution 8 – Approval of issue of shares in connection with the purchase of minority shareholding in PCEA

Resolution 8 seeks shareholder approval for the issues of shares in connection with the purchase of 15% of the shares on issue in PCEA from Mr Peter Tsegas. The issue is to occur immediately after this Meeting.

As part of the acquisition agreement signed in respect of the acquisition by the Company of 15% of the shares on issue in PCEA (as announced on 23 February 2011), the Company has agreed to pay the purchase price by way of USD$2.5 million in cash and 250,000 new shares in the Company issued for no consideration.

For the purpose of ASX Listing Rule 7.3, the following information is provided:

(a) the maximum number of shares to be issued is 250,000.
(b) the shares are to be issued for no monetary consideration as part payment of the purchase price for shares in PCEA which the Company has agreed to acquire from Mr Peter Tsegas.

Page 15 of 32

(c) the shares to be issued will rank equally in all respects with the existing fully paid ordinary shares in the Company quoted on the ASX.
(d) the allottee of the shares will be Peter Tsegas or his nominee.
(e) there will be no funds raised from the issue of shares as the issue is being undertaken as part payment of the purchase price for the acquisition of shares in PCEA.
(f) the shares are expected to be issued immediately after the Meeting, and in any event on a date no later than 3 months from the date of this Meeting, or such later date as approved by ASX.
(g) a voting exclusion statement relating to Resolution 8 is included in the Notice.

Board Recommendation

Approval of the issue of shares will permit the Company to pay the purchase price payable for the acquisition of PCEA and also refresh the Company’s ability to issue further shares within its 15% capacity without Shareholder approval. The Board recommends shareholders vote in favour of the resolution.

Resolution 9 – Approval of giving of financial benefits pursuant to the underwriting agreement and issue of shares to co-underwriters of Share Purchase Plan

Resolution 9 seeks shareholder approval pursuant to Listing Rule 10.11 and Chapter 2E of the Corporations Act for the entry into an underwriting agreement with and the giving of financial benefits to the co-underwriters of the SPP, Aspac Mining Ltd and Farjoy Pty Ltd including the payment of fees, granting an indemnity and the issue of shares to the co-underwriters who are the related parties of the Company for the reasons set out in relation to Resolution 6.

Resolution 9 is conditional upon approval of Resolution 14.

The details of the proposed issued are set out below.

Background

On 28 February 2011, the Company announced it would be undertaking a SPP pursuant to which eligible shareholders can subscribe for up to $5,000 of ordinary shares at an issue price of $0.45 per share to raise up to approximately $5.0 million. Aspac Mining Ltd and Farjoy Pty Ltd (“ Underwriters ”) have agreed to fully underwrite the offer under the SPP, subject to shareholder approval. The underwriting is to be undertaken on the terms of the underwriting agreement described below.

Underwriting Agreement

The Underwriters have agreed to underwrite 50% each of the offer of shares by the Company under the SPP. The Underwriters will be required to subscribe or procure subscriptions for the shortfall within seven business days of being notified of the shortfall after close of the offer. The underwriting fee payable to the Underwriters (as to 50% each) is 4% of the total offer which the directors estimate to be no more than $202,600. The Company has agreed to pay all of the Underwriters’ costs and expenses incurred in connection with underwriting the offer, subject to prior approval being obtained by the Underwriters for material expenses. The Company has also agreed to indemnify the Underwriters for any liability arising out of the underwriting agreement except where such liability arises due to the willful default, negligence, breach of contract or breach of statutory duty by the Underwriters.

The underwriting agreement is subject to shareholder approval as set out in this Notice. If shareholder approval is not obtained, the offer will not be underwritten at all.

As part of the underwriting agreement, the Company is required to comply with all of its legal obligations with respect to the conduct of the offer and the SPP, including under the Corporations Act , ASX Listing Rules, its Constitution and all applicable class order relief. The Company is also required to comply with the agreed timetable for the offer under the SPP.

Page 16 of 32

In entering into the underwriting agreement, the Company has made a number of customary representations and warranties to the Underwriters regarding compliance with legal and financial reporting obligations and accuracy of information which it has provided to the Underwriters.

The Underwriters may terminate the underwriting agreement if the Company breaches any of its representations and warranties to the Underwriters, withdraws the SPP or changes the timetable with respect to the SPP without the approval of the Underwriters or the ASX does not grant unconditional approval (or satisfactory conditional approval) for quotation of the shares offered in the SPP. In addition, the Underwriters may also terminate the agreement if the Company commits an act of insolvency, has a judgment entered against it for a sum exceeding $100,000 or litigation is commenced against it which may result in a judgment against it for that amount or more. In relation to market conditions, the Underwriter may terminate the underwriting agreement if:

there is a suspension or material limitation in trading generally on ASX;
in the bona fide judgment of the Underwriters, the Australian equity capital market conditions or ASX trading conditions are such that they are not conducive to the successful completion of the offer or events beyond the control of the Underwriters are so material and adverse so as to make it impracticable or inadvisable to proceed with the offer in the manner contemplated; or
there is a suspension in trading of the Company’s shares for more than 24 hours (without the Underwriters’ consent) or ASX delists the Company.

Listing Rule 7.1

Listing Rule 7.1 generally provides that a company may not issue equity securities if those equity securities will, in themselves or when aggregated with the equity securities issued by the company during the previous 12 months, exceed 15% of the number of equity securities on issue at the commencement of that 12 month period unless the issue falls within one of the nominated exceptions set out in Listing Rule 7.2 or the approval of the shareholders of the company in general meeting is obtained. Listing Rule 7.1 approval is not required under Exception 14 of Listing Rule 7.2 if shareholder approval for the issue is obtained under Listing Rule 10.11.

Listing Rule 10.11 and Section 208 of the Corporations Act

As the Underwriters are related parties of the Company, Shareholder approval is required under ASX Listing Rule 10.11 and section 208 of the Corporations Act.

In addition to approval for the issue of shares, the Company seeks shareholder approval pursuant to Chapter 2E of the Corporations Act for the entry into the underwriting agreement and the providing of financial benefits under that agreement to Aspac Mining Ltd and Farjoy Pty Ltd as related parties which are (in addition to the shares they may be required to subscribe for):

payment of fees of $202,600;
indemnities provided by the Company to the Underwriters as summarised above; and
payment of expenses of the Underwriters (with prior approval of the Company required for material expenses to be incurred).

Specific information required by ASX Listing Rule 10.13 and section 219 of the Corporations Act

The maximum numbers of shares to be issued to each related party are set out in the following table. The shares are to be issued at $0.45 each and will rank equally in all respects with the fully paid ordinary shares of the Company as quoted on the ASX:

Maximum Number of Shares

Related party

Page 17 of 32

Aspac Mining Ltd 5,627,778 Farjoy Pty Ltd 5,627,778

The shares will be issued within 1 month after the date of the EGM.
The funds raised from the issue of the shares to Underwriters are to be used for the purposes set out in relation to the SPP in the background notes to Resolution 4.
The Company’s historical share price information for the last twelve months is set out in the notes to Resolution 6.
Mr Graeme Robertson’s remuneration is set out in the notes to Resolution 6.
The Underwriters as related parties have the following relevant interests in the Company as at the date of this Notice, which would be altered if they were issued the shares as a result of underwriting the SPP:

Related party	Existing Relevant Interest	% of Issued Capital (including conversion of options held by the related party)	Relevant Interest after Placement and underwriting SPP	% of Issued Capital (including conversion of options held by the related party)
Aspac Mining Ltd (including its associates Graeme Robertson and Ellen Teja)	19,773,877 shares nil unlisted options	12.50%	34,457,210 shares nil unlisted options	16.79%
Farjoy Pty Ltd	5,809,103 shares nil unlisted options	3.67%	13,825,769 shares nil unlisted options	6.74%

As indicated in the table above, the relevant interest of each Underwriter will increase if they are required to subscribe for shares as part of the underwriting agreement. That will mean the proportionate interest of every other Shareholder in the Company will decrease correspondingly. However if the SPP is not underwritten, it is not certain that the Company will raise all funds it requires for the projects identified in the notes to resolution 4 above.
A voting exclusion statement is included in the Notice.
Other than the information above and otherwise in these Explanatory Notes, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolution 9.

Directors Recommendation

Mr Graeme Robertson has an interest in the Resolution and therefore believes it is inappropriate to make a recommendation. The other Directors, being Mr Clive Hartz, Mr David Mason and Mr Jonathan Warrand are unanimously in favour of the issue of the shares to Aspac Mining Ltd and Farjoy Pty Ltd in order to underwrite the SPP.

Resolution 10 – Approval of employee share option plan

Page 18 of 32

Resolution 10 seeks the approval of shareholders for the adoption of the “Atomic Resources Limited Incentive Option Scheme”. Resolution 10 is put before shareholders in accordance with Exception 9 of Listing Rule 7.2. The object of the plan is to attract, motivate and retain key employees. If Resolution 10 is passed, the Company will be able to issue options under the plan without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without shareholder approval in any 12 month period.

Resolution 10 includes a voting exclusion statement.

No options have been issued under an employee share option plan to date. The Company has a total of 36,177,350 options presently on issue at the date of this notice but they have not been issued under an employee share option plan.

Introduction

The plan is designed to provide eligible participants with an ownership interest in the Company and to provide additional incentives for eligible participants to increase profitability and returns to shareholders. Directors are eligible to participate in the plan, subject to required shareholder approval in respect of any options proposed to be granted under the plan. The summary of the plan is set out below. The detailed terms and conditions of the plan may be obtained free of charge by contacting the Company.

Please see Schedule 2 for a summary of the terms of the employee incentive option scheme.

Board Recommendation

The Board believes the plan will continue to contribute to the creation of long term value for shareholders through the incentives it creates for employee performance and via retention of key employees. The Board recommends that the plan be approved.

Resolutions 11 – 13 – Approval of allotment of securities to directors

Shareholder approval is required under ASX Listing Rule 10.11 and section 208 of the Corporations Act for the proposed issue of unquoted options and fully paid shares to Graeme Robertson, David Mason and Jonathan Warrand (“ Participating Directors ”) because, as Directors, they are related parties of the Company.

Shareholder approval is being sought for the issue of:

5,500,000 options to the Participating Directors (in the amounts set out in the table below);
allotment of 300,000 ordinary shares to each of Mr David Mason and Mr Jonathan Warrand as a sign on fee;
allotment of 350,000 ordinary shares to each of the Participating Directors on the following terms:
The shares will vest as soon as:
- the joint venture the subject of the ASX announcement made by the Company on 31 January 2011 successfully obtains an exploration licence; or
- the Company acquires or enters into a joint venture relationship with an entity which results in the Company obtaining a share in a coal property

whichever occurs first. On vesting, the shares will rank in equal respects with all ordinary shares on issue in the Company. The Company anticipates that the vesting conditions will be satisfied before the EGM. However, if the shares have not vested by 31 December 2011, the Company will cancel the shares for no consideration, subject to shareholder approval.

All shares will be subject to a voluntary escrow period of 12 months.
Allotment of 350,000 ordinary shares to each of the Participating Directors on the following terms:
The shares will vest as soon as:
- the Company enters into an agreement to obtain a coal property; or
- the Company acquires or enters into a joint venture with an entity which results in the Company obtaining a share in a coal property

Page 19 of 32

whichever is the first to occur. On vesting, the shares will rank in equal respects with all ordinary shares on issue in the Company. The Company anticipates that the vesting conditions will be satisfied before the EGM. However, if the shares have not vested by 31 December 2011, the Company will cancel the shares for no consideration, subject to shareholder approval.
All shares will be subject to a voluntary escrow period of 12 months.

While the one Director who does not have an interest in Resolutions 11-13 considers that the options and shares form part of the Participating Directors’ reasonable remuneration, the Company wishes to obtain Shareholder approval to the issue of options and shares pursuant to Chapter 2E of the Corporations Act.

Specific information required by ASX Listing Rule 10.13 and section 219 of the Corporations Act

The options and shares are to be issued to the Participating Directors or their nominees.
The maximum numbers of options and shares to be issued to each of the Participating Directors are set out in the following table.

Director	Maximum number of options	Value of options*	Maximum number of shares
Graeme Robertson	3,000,000	$368,700	700,000
David Mason	1,500,000	$184,350	1,000,000
Jonathan Warrand	1,000,000	$122,900	1,000,000

The value of the option is calculated as at 14 March 2011 based on an amended Black and Scholes methodology. Key assumptions include assumed volatility of 50% and a risk-free rate of 5.335% per annum compounded semi-annually. The board considers the assumptions to be reasonable.
The options and shares will be issued within 1 month of after the date of the EGM.
The options will be issued for no consideration.
The shares are to be issued for no consideration and once vested will rank equally in all respects with the fully paid ordinary shares of the Company as quoted on the ASX. As the shares are being issued for no monetary consideration there will be no funds raised from the issue.
The terms of issue of the options can be summarised as follows:

Issue Price:	The options will be issued for no consideration. However it is noted that the options are issued as part of the Participating Directors’ remuneration.
Exercise:	At any time during the period commencing on issue of the options and ceasing on the Final Exercise Date.
Exercise Price:	$0.65.
Vesting:	All options are immediately vested.
Final Exercise Date:	The date that is 3 years after the date of issue.
General Conditions:	Refer to Schedule 1

Page 20 of 32

Mr Graeme Robertson’s remuneration is set out in the notes to Resolution 6.
Mr David Mason’s remuneration is $175,000 per annum in addition to options and shares to be issued pursuant to Resolution 12.
Mr Jonathan Warrand does not receive remuneration from the Company except for the options and shares to be issued pursuant to Resolution 13.
The Participating Directors have the following relevant interests in the Company as at the date of this Notice, which would be altered if they were issued the shares as a result of approval of Resolutions 11 to 13:

Director	Existing Relevant Interest	% of Issued Capital(including conversion of options held by the relevant entity)	Relevant Interest after Placement (Tranche 1 and 2), SPP underwriting, options and shares issued pursuant to Resolutions 11-13	% of Issued Capital (including conversion of options held by the relevant entity)
Graeme Robertson (including Aspac Mining Ltd and Ellen Teja)	19,773,877 shares nil unlisted options	12.50%	35,157,210 shares 3,000,000 unlisted options	18.09%
David Mason	30,000 shares nil unlisted options	0.01%	1,030,000 shares 1,500,000 unlisted options	1.21%
Jonathan Warrand	nil shares nil unlisted options	nil	1,000,000 shares 1,000,000 unlisted options	0.96%

A voting exclusion statement is included in the Notice.

Other than the information above and otherwise in these Explanatory Notes, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolutions 1113.

No Listing Rule 7.1 Approval

If shareholder approval is given to the issue to the Participating Directors under Listing Rule 10.11, approval of shareholders to issue the options and shares is not required under Listing Rule 7.1. This means that the issue of options and shares will not affect the ability of the Company to issue equity securities without shareholder approval under the 15% of capital allowed under ASX Listing Rule 7.1.

Board Recommendation

The Participating Directors have an interest in the Resolution and therefore believe it is inappropriate to make a recommendation. Mr Clive Hartz, is in favour of the issue of the options to the Participating Directors.

Page 21 of 32

Resolution 14 – Approval for the relevant interests of Graeme Robertson, Aspac Mining Ltd, Farjoy Pty Ltd and Ellen Teja to exceed 20% as a result of SPP, underwriting SPP, Tranche 2 of the Placement and issue of securities to a director

Mr Graeme Robertson controls Aspac Mining Ltd by virtue of being its sole director. Ms. Ellen Teja is Mr. Graeme Robertson’s wife. Farjoy Pty Ltd is controlled by Mr Robertson’s father. Mr Robertson, Ms Ellen Teja and Aspac Mining Ltd are “associates” for the purposes of Chapter 6 of the Corporations Act. The Company is instructed that Farjoy Pty Ltd and Aspac Mining Ltd and Graeme Robertson act independently in relation to their respective investments in the Company. However, Farjoy Pty Ltd and Aspac Mining Ltd and Graeme Robertson have agreed to be treated as associates for the purposes of the transactions contemplated by this Notice.

Background

If Resolutions 6, 9 and 11 are approved, Mr Graeme Robertson, Ellen Teja, Aspac Mining Ltd and Farjoy Pty Ltd will acquire up to 26,399,999 shares in the Company as a result of:

the issue of shares to Aspac Mining Ltd, Farjoy Pty Ltd, Graeme Robertson and Ellen Teja under Tranche 2 of the Placement (Resolution 6);
the issue of shares on exercise of the 3,000,000 options issued to Graeme Robertson under Resolution 11;
the issue of shares to Graeme Robertson as part of his remuneration pursuant to Resolution 11; and
the potential issue of shares to Aspac Mining Ltd and Farjoy as co-underwriters of the SPP (Resolution 9).

Independent Expert Report

Shareholder approval sought for the purpose of item 7 of section 611 of the Corporations Act usually requires a report on the proposed acquisition from an independent expert. Accompanying this notice of meeting is an independent expert’s report prepared by William Buck concluding that the proposed transaction is fair and reasonable to the non-associated shareholders of the Company. Shareholders are urged to carefully read the independent experts report to understand the scope of the report, advantages and disadvantages of the transaction, the methodology of the valuation and assumptions made.

Section 606

Pursuant to section 606(1) of the Corporations Act, a person must not acquire a relevant interest in issued voting shares in a listed company if the person acquiring the interest does so through a transaction in relation to securities entered into by or on behalf of the person and because of the transaction, that persons or someone else’s voting power in the company increases:

(a) from 20% or below to more than 20%; or
(b) from a starting point that is above 20% and below 90%.

Voting Power and Relevant Interest

Under section 610 of the Corporations Act a persons voting power is defined as “the percentage of the total voting shares in the company held by the person and the persons’ associates”.

Section 611 provides that certain acquisitions of relevant interests in a company’s voting shares are exempt from the prohibition in section 606(1), including acquisitions approved previously by a resolution passed at a general meeting of the company at which the acquisition is made (item 7 of section 611).

For the exemption of item 7 of section 611 to apply, shareholders must be given all information known to the person proposing to make the acquisition or their associates, or known to the company that was material to the decision on how to vote on the resolution. ASIC’s Regulatory Guide 111 indicates what additional information should be provided to shareholders in these circumstances. For the purposes of the Corporations Act, Regulatory Guide 74 and Regulatory Guide 111, the following information is disclosed in relation to the acquisition of a relevant interest in the company by Graeme Robertson, Aspac Mining Ltd, Farjoy Pty Ltd and Ellen Teja.

Page 22 of 32

Deemed Relevant Interests, Voting Power and Associates

For the purposes of this Resolution 14, Graeme Robertson’s associates include Aspac Mining Ltd, Farjoy Pty Ltd and Ellen Teja.

In the event that:

all of the shares under Tranche 2 are issued;
all of the options to be issued under Resolution 11 are exercised;
no shares are issued under the SPP to shareholders and the co-underwriters must take up the full allocation of SPP shares;
all of the shares pursuant to Resolutions 11-13 (inclusive) are issued

Graeme Robertson’s voting power (directly and through Aspac Mining Ltd, Farjoy Pty Ltd and Ellen Teja) will increase from 16.17% to a maximum of 24.61% (increase of 8.44%). Accordingly, the Company is seeking the approval of shareholders under item 7 of section 611 of the Corporations Act in respect of the acquisition of shares by Graeme Robertson, Aspac Mining Ltd, Farjoy Pty Ltd and Ellen Teja.

As set out in the voting exclusions in the Notice, Farjoy Pty Ltd, Graeme Robertson, Aspac Mining Ltd, Ellen Teja and their associates are precluded from voting on Resolution 14.

ASIC Regulatory Guide 74

The following information is included in accordance with the requirements of Item 7 of section 611 of the Corporations Act and ASIC Regulatory Guide 74 to the extent it applies pursuant to ASIC Regulatory Guide 159.

(a) The identity of each person proposing to make an acquisition of a relevant interest ( Acquirer ) and their associates ( Associated Parties ) is:

Acquirer	Associated Parties
Graeme Robertson	Aspac Mining Ltd, Ellen Teja
Ellen Teja	Aspac Mining Ltd, Graeme Robertson
Aspac Mining Ltd	Graeme Robertson, Farjoy Pty Ltd, Ellen Teja
Farjoy Pty Ltd	Aspac Mining Ltd, Graeme Robertson

(b) Mr Graeme Robertson is the managing director and chairman of the Company.

(c) Aspac Mining Ltd is an existing shareholder of the Company which is controlled by Graeme Robertson.
(d)
Ellen Teja is Graeme Robertson’s wife.
(e) Farjoy Pty Ltd is controlled by Graeme Robertson’s father. Although the Company is instructed that they act independently, Farjoy Pty Ltd, Graeme Robertson and Aspac Mining Ltd have agreed to be treated as associates for the purposes of this Resolution 14.

Page 23 of 32

(f) As at the date of this Notice, the following Associated Parties had a relevant interest in shares of the Company:

Party	Relevant Interest	% Issued Capital
Graeme Robertson	Nil	n/a
Aspac Mining Ltd	19,735,877	12.48%
Ellen Teja	38,000	0.02%
Farjoy Pty Ltd	5,809,103	3.67%
Total	25,582,980	16.17%

Impact of the transactions on the Voting Power in the Company’s Shares

(g) The Company’s capital structure

Once all shares have been issued to Graeme Robertson, Ellen Teja, Aspac Mining Ltd and Farjoy Pty Ltd as proposed in all Resolutions contained in this Notice, the capital structure of the Company will be as follows (taking into account Tranche 1 and 2 of the Placement, the issue of shares under the SPP, the issue of shares and options to Directors, the issue of shares to Peter Tsegas and the conversion of options held by Graeme Robertson):

Number	Class
211,210,564	Fully Paid Ordinary Shares

(h) Voting power of Aspac Mining Ltd, Graeme Robertson, Ellen Teja and Farjoy Pty Ltd

As at the date of the Notice, Graeme Robertson, Ellen Teja, Aspac Mining Ltd and Farjoy Pty Ltd have a relevant interest in 25,582,980 shares in the Company and their voting power is 16.17%.

Once all shares have been issued to Graeme Robertson, Ellen Teja, Aspac Mining Ltd and Farjoy Pty Ltd as proposed in all Resolutions contained in this Notice, the voting power of Graeme Robertson, Ellen Teja, Aspac Mining Ltd and Farjoy Pty Ltd is as follows (taking into account Tranche 1 and 2 of the Placement, the issue of shares under the SPP, the issue of shares and options to Directors, the issue of shares to Peter Tsegas and the conversion of options issued to Graeme Robertson):

Total number of Shares currently held by Aspac Mining Ltd, Farjoy Pty Ltd, Graeme Robertson and Ellen Teja	Total number of Shares to be issued to Aspac Mining Ltd, Farjoy Pty Ltd, Graeme Robertson and Ellen Teja	Total number of Shares on issue in ATQ*	Total % voting power
25,582,980	26,399,999	211,210,564	24.61%

including conversion of 3,000,000 options held by Graeme Robertson

(i) Intentions as to the Future of the Company

The present intentions of Graeme Robertson, Ellen Teja and Aspac Mining Ltd regarding the future of the Company, if Resolution 14 is approved by Shareholders are as follows:

Page 24 of 32

to continue to develop the Tanzanian assets owned through the Tancoal Joint Venture with the National Development Corporation of Tanzania into a producing coal mine, initially supplying coal to local industry, then expanding to supply power generation and export; and
to expand and diversify the Company’s coal asset base to ASEAN nations and Australia by developing coal resources;
there are no changes to employment arrangements, further capital requirements or asset or property transfers (apart from the above) intended at the date of this Notice although it is recognised that additional employees may be required in the future as the Company’s operations expand.

The present intentions of Farjoy Pty Ltd regarding the future of the Company, if Resolution 14 is approved by Shareholders are as follows:

to remain a passive shareholder of the Company; and
there are no changes to employment arrangements, further capital requirements or asset or property transfers intended at the date of this Notice

(j) Financial and Dividend Policies of the Company

There is no immediate intention of Graeme Robertson, Ellen Teja or Aspac Mining Ltd to change the financial or dividend policies of the Company.

There is no immediate intention of Farjoy Pty Ltd to change the financial or dividend policies of the Company.

(k) Proposal is fair and reasonable

The Expert’s report concludes that the proposed issue of shares under Resolution 14 set out in these Explanatory Notes is fair and reasonable to non associated shareholders. You should consider the Expert’s Report in full.

Board Recommendation

Section 195 of the Corporations Act prohibits a director of a public company, who has a material person interest in a matter, from voting on or being present at the discussion of the proposal by the Board. Graeme Robertson has a material personal interest in the issue of shares to himself, Aspac Mining Ltd, Farjoy Pty Ltd and Ellen Teja.

Based on the information available, including that contained in these Explanatory Notes, all of the Directors (except for Graeme Robertson) consider that Resolution 14 is in the best interests of the Company and recommend that Shareholders vote in favour of Resolution 14.

Resolution 15 – Approval to change company name

The Company proposes to change its name to Intra Energy Corporation Limited. The Board believes that this name will better reflect the Company’s activities, as the Company focuses on coal energy projects across Africa, Asia and Australia and the uranium assets are now considered non-core. Resolution 15 seeks Shareholder approval to this change pursuant to section 157 of the Corporations Act, which provides that if a company wants to change its name it must pass a special resolution adopting a new name and lodge an application in the prescribed form with ASIC.

If Resolution 15 is passed the Company’s name will be changed to Intra Energy Corporation Limited with effect on the date on which ASIC alters the details of the Company’s registration. As this resolution is a special resolution it must be passed by at least 75% of the votes cast by members entitled to vote on the Resolution.

Page 25 of 32

Board recommendation

The Directors recommend that shareholders vote in favour of the Resolution for changing the Company’s name.

Resolution 16– Approval to modify company constitution

The Directors consider that part of the Company’s Constitution should be updated to reflect changes to the Corporations Act dealing with payment of dividends.

Section 254T of the Corporations Act 2001 (Cth) has recently been changed so that the payment of dividends by a company is now subject to the satisfaction of the following thresholds:

the company’s assets exceed its liabilities immediately before the declaration to pay the dividend is made and the excess is sufficient for the payment of the dividend;
the payment of the dividend is fair and reasonable to the company’s shareholders as a whole; and
the payment of the dividend does not materially prejudice the company’s ability to pay its creditors.

The capacity of a company to pay dividends is therefore no longer dependent upon the availability of distributable profits. This change in law provides companies with greater flexibility with respect to the payment of dividends.

The proposed amendment to the Constitution will remove the existing requirement that dividends be paid out of profits and replace it with a requirement that allows Directors to pay dividends that, in their judgement, the financial position of the Company justifies in accordance with the Corporations Act. This will align the requirements of the Constitution with the amended section 254T of the Corporations Act.

A copy of the Constitution, with the proposed amendments shown in the document, is available on the Company’s website.

Board recommendation

The Directors recommend that shareholders vote in favour of the Resolution for amendment of the Constitution.

Resolution 17– Proportional Takeover Approval Provisions

Proportional Takeover Offers – Clause 36 is proposed to be renewed in the Constitution.

Resolution 17 if passed, would have the effect of renewing clause 36 of the Constitution. The clause relates to proportional takeover bids. A proportional takeover bid is a takeover offer made to all shareholders, but only in respect of a specified portion of each shareholder’s shares. The provisions do not apply to full takeover bids. Under the Corporations Act, proportional takeover approval provisions may be inserted into a company’s constitution and will expire after 3 years if not renewed. Previously, the Company’s Constitution has contained proportional takeover approval provisions.

The Corporations Act requires that the following information be provided with a notice proposing the adoption or renewal of those provisions.

Effect

If a proportional takeover bid is made, the Directors must ensure that an approval resolution is voted on by shareholders no more than 14 days before the bid period ends. The Directors will decide whether the vote is to be taken at a general meeting or by postal ballot. If the resolution is approved by simple majority, transfers of shares to the bidder will be registered provided they comply with other provisions of the Company’s Constitution. If the resolution is rejected by shareholders, then the bid will be deemed to be withdrawn and registration of any transfer of shares resulting from the bid will be prohibited. Acceptances will be returned and any contracts formed by acceptances will be rescinded.

Page 26 of 32

If the resolution is not voted on at least 14 days before the end of the bid period, then the resolution will be deemed to have been approved.

The bidder and associates cannot vote on the resolution.

Reasons for proposing a replacement clause 36

Clause 36 is proposed to be renewed in the Constitution because a proportional takeover bid may result in effective control of the Company changing hands without shareholders having the opportunity to sell all of their shares. Shareholders could be left as minority interests in the Company, with control having passed to the bidder but without payment of an adequate control premium for all shares.

The proposed provisions lessen this risk because they allow shareholders to decide whether a proportional takeover bid is acceptable and should be permitted to proceed.

No present acquisition proposals

At the date of preparation of these Explanatory Notes, no Director is aware of any proposal by any person to acquire or increase the extent of a substantial interest in the Company.

Potential advantages and disadvantages

Having the proposed provisions will enable the Directors to ascertain the view of shareholders on a proportional takeover bid. Otherwise, there is no specific advantage or disadvantage for Directors in the Company adopting the provisions in its Constitution.

Potential advantages for shareholders in adopting the provisions are:

shareholders will have an opportunity to determine by majority vote whether a proportional takeover bid should proceed;
that proportional takeover bids are likely to be structured to be more attractive to a majority of shareholders (other than the bidder and associates);
that there is less likelihood that shareholders could be locked in as a minority.

Possible disadvantages to shareholders in adopting the provisions are:

they may discourage a potential bidder from making a proportional takeover offer;
they may reduce the opportunity for shareholders to sell some of their shares at an attractive price to a bidder seeking to control the Company;
they may reduce an element of takeover speculation in the Company’s share price;
they may be said to add a restriction on the ability of shareholders to deal freely with their shares.

Board recommendation

The Directors recommend that shareholders vote in favour of both Resolutions for amendment of the Constitution. In particular, they consider that the potential advantages of inclusion of the proportional takeover provisions outweigh the potential disadvantages and generally that the provisions are in the interests of shareholders.

Page 27 of 32

SCHEDULE 1

General terms of options

The options will be unquoted and are subject to the following general terms:

Each option entitles the holder to subscribe for one (1) ordinary share in the Company.
Application will not be made to ASX for Official Quotation of the options.
Options not validly exercised on or before the Final Exercise Date will automatically lapse.
All shares issued upon exercise of the options will rank equally in all respects with existing ordinary shares on issue in the Company on the date of allotment. The Company will apply for quotation by ASX within 3 business days of shares issued upon exercise of the options.
Subject to any restrictions which may be imposed by ASX, options are transferable with the Company’s consent.
Method of exercise:
a. The Company will provide to the option holder a notice to be completed when exercising the options (“ Notice ”).
b. Options may be exercised by the option holder completing the Notice and providing the same to the Company’s secretary so that it is received by the Company prior to the Final Exercise Date.
c. The Notice must state the number of options exercised and the consequent number of ordinary shares to be allotted, which number of options must be a multiple of 10,000 if only part of the option holder’s options are exercised.
d. The Notice must be accompanied by payment in full for the relevant number of shares being subscribed at the Exercise Price.
Exercise of less than all of the option holder’s options will not prevent the option holder from exercising the whole or any part of the balance of the option holder’s entitlement under the option holder’s remaining options.
The Company will allot and issue to the option holder the number of shares subscribed for by the option holder within 14 days from the date the option holder properly exercises the options.
In the event of a reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company all rights of the option holder will be changed to the extent necessary to comply with the ASX Listing Rules applying to the reconstruction of capital, at the time of the reconstruction.
There are no participating rights or entitlements inherent in the options to participate in any new share issues which may be made or offered by the Company to its shareholders from time to time prior to the Final Exercise Date unless and until the options are exercised. However, the Company will ensure that, during the Exercise Period, the record date for the purposes of determining entitlements to any new share issues will be at least the time period after such new issues are announced as prescribed by the ASX Listing Rules in order to afford the option holder an opportunity to exercise the options held by the option holder.

Page 28 of 32

SCHEDULE 2

Summary of Terms of Employee Incentive Plan

Under the Employee Incentive Plan ( Plan ) the Directors may offer to grant options ( Employee Options ) to any Director, officer or employee who is from time to time engaged in full-time or part-time work for the Company at the Board’s discretion ( Eligible Person ).
The Directors will not offer or issue Employee Options to any person if the total number of Shares the subject of the Employee Options would exceed 5% of the total number of issued Shares in the Company at the time of the proposed offer or issue when aggregated together with:
a. The number of Shares in the same share class which would be issued if each outstanding offer or option to acquire unissued Shares in the Company made or acquired pursuant to the Plan (or any other employee or executive share scheme) was accepted or exercised; and
b. The number of Shares in the same class issued during the previous 5 years pursuant to the Plan or any other employee or executive share plan.
Notwithstanding item 2, when calculating the number of Shares which may be subject to a grant of Employee Options the following will be disregarded:
a. Any offer made or option acquired or Share issued as a result of an offer to a person situated outside Australia, that did not need disclosure to investors because of section 708 of the Corporations Act or any other offer permitted by ASIC Class Order 03/184 to be exempt; or
b. Shares subject to options which have lapsed.
Following receipt of the offer, an Eligible Person or an associate of an Eligible Person may apply for Employee Options up to the number specified in the Offer. No Employee Options will be issued under the Plan until an application approved by the Directors has been received by the Company. Participation in the Plan is subject to the Plan rules.
No consideration is payable by an Eligible Person to the Company in respect of the grant of an Employee Option.
Employee Options may not be offered to an Executive Director or his or her associates without prior Shareholder approval. Employee Options may not be offered to Non-Executive Directors under the Plan.
Subject to the rules of the Plan, the Employee Options may be exercised in whole or in part by lodging an Option Exercise Notice accompanied by the payment of the exercise price and the Employee Option certificate covering the Employee Options being exercised.
The exercise price payable on the exercise of an Employee Option shall be determined by the Board, in its absolute discretion at the time of offering the Employee Options, however the Exercise Price shall be no less than 80% of the market price of the Shares.
The exercise period of each Employee Option shall be determined by the Board in its absolute discretion ( Exercise Period ). However, unless specified otherwise, Employee Options will only be able to be exercised on or after the first anniversary of the date of issue, ad will expire no later than 5 years from the date of issue ( Expiry Date ).

Page 29 of 32

Notwithstanding item 9, the Board, in their discretion, may declare the Employee Options to be free of any restrictions on exercise if the Board are of the opinion that a change of control event occurs on the commencement of a bid period (as the term is defined in the Corporations Act), at any time after a change of shareholding occurs which gives a person or an associated group of persons the ability in general meeting to replace all or a majority of the Board or at any time after the Company enters into a scheme of arrangement with its creditors of members or any class thereof pursuant to section 411 of the Corporations Act.
Further, and notwithstanding item 9, Employee Options may expire prior to the Expiry Date (however at all times such expiry dates are subject to the Board’s absolute discretion) in the following circumstances:
a. Employee Options will expire 30 days after a person or corporation:
- i. Makes a takeover bid (as defined in the Corporations Act) to acquire any share in the Company, and the takeover bid extends to shares issued and allotted after the date of the takeover bid; or
- ii. Becomes entitled to proceed to compulsory acquisition of the shares in the Company pursuant to section 661A of the Corporations Act.
b. Employee Options will expire 10 days after a Company convenes a meeting of shareholders of the Company in order to enter a scheme of arrangement (pursuant to the Corporations Act) which if implemented would result in a person or corporation becoming entitled to no less than 90% of all the shares of the Company, and that scheme is in fact approved; and
c. Employee Options, which are not already exercisable, will expire immediately:
- i. On the Eligible Person voluntarily resigning from employment with the Company (otherwise than to take up employment with a related body corporate of the Company); and
- ii. On the Eligible Person being dismissed from employment with the Company for wilful misconduct, repeated disobedience, incompetence, fraud or any other reason which the Directors believe is fair and reasonable to warrant the lapsing of the Employee Options.
Employee Options will not lapse where the Eligible Person ceases employment with the Company due to their death or total permanent disability (as that term is recognised by statute), retirement, redundancy or any other reason which the Directors believe is fair and reasonable to warrant the Eligible Person or their associate maintaining their right to exercise the Employee Option. However the Employee Option must then be exercised within one year.
All Shares issued upon the exercise of Employee Options will upon allotment rank pari passu with all existing Shares in the capital of the company. If the shares are quoted, the Company will apply for quotation by the ASX of all Shares allotted pursuant to the exercise of Employee Options. However the Company will not apply for official quotation by ASX of the Employee Options.
Subject to the Listing Rules, an Employee Option may only be transferred or assigned by the holder of the Employee Option if the transfer is to a spouse of the holder, or to a company the majority of issued shares in which are beneficially owned by the holder or to any trust that the holder is a beneficiary.

Page 30 of 32

There are no participating rights or entitlements inherent in the Employee Options, Employee Option holders will not be entitled to participate in any new issue or bonus issue of Shares which may be offered to members of the Company from time to time. However, in the event of a reorganisation of the issued capital of the Company (including consolidation, subdivision, reduction or cancellation), the Employee Options will be reorganised in the manner required by the Listing Rules on a reorganisation of capital.
The holder of an Employee Option has no rights to dividends and no rights to vote at meetings of the company until the Employee Option is exercised.
The Plan will be administered by the Directors who shall have the power to determine the procedures from time to time for the administration of the Plan subject to the Plan rules.
Subject to the Listing Rules, the Plan may be amended, if the amendment does not (unless permitted by the Corporations Act or Listing Rules) effect a change to reduce the exercise price, increase the number of Shares to which an Eligible Person is entitled to or change the Expiry Date:
a. By an ordinary resolution of the members of the Company in general meeting; or
b. If the amendment is to comply with the Corporations Act or Listing Rules to effect technical or non-substantive amendments, by resolution of the Directors.
The rules of the Plan and its operation shall be governed by the laws of Western Australia.
The initial duration of the Plan will be for three years. However, the Plan may be terminated at any time by resolution of the Directors.

Page 31 of 32

==> picture [246 x 39] intentionally omitted <==

Lodge your vote:

 By Mail: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

MR JOHN SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030 31PR, not online

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

For your vote to be effective it must be received by 10.30am (WST) Tuesday 26 April 2011

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certifi ed 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, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the offi ce held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certifi cate of Appointment of Corporate Representative” prior to admission. A form of the certifi cate may be obtained from Computershare or online at www.investorcentre.com under the information tab, “Downloadable Forms”.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Turn over to complete the form 



View your securityholder information, 24 hours a day, 7 days a week: www.investorcentre.com

Your secure access information is: Review your securityholding SRN/HIN: I1234567890 Update your securityholding PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confi dential.

MR JOHN SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

==> picture [157 x 38] intentionally omitted <==

----- Start of picture text -----

I1234567890
----- End of picture text -----

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored I1234567890 by a broker (reference number commences with ‘ X ’) should advise your broker of any changes. I 1234567890 I N D

Prox Form y

Appoint a Proxy to Vote on Your Behalf

Please mark to indicate your directions

XX

I/We being a member/s of Atomic Resources Limited hereby appoint

the Chairman of the Meeting[OR]

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(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 fi t) at the General Meeting of Atomic Resources Limited to be held at Function Room Two, Duxton Hotel Perth, 1 St Georges Terrace, Perth, Western Australia on Thursday, 28 April 2011 at 10.30am (WST) and at any adjournment of that meeting.

Important for Items 6, 9, 11 and 14: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Items 6, 9, 11 and 14 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Items 6, 9, 11 and 14 and your votes will not be counted in computing the required majority if a poll is called on these Items. The Chairman of the Meeting intends to vote undirected proxies in favour of Items 6, 9, 11 and 14 of business.

I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Item and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.

	P 2	Items of Business		PLEASE NOTE:If you mark theAbstainbox 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.	PLEASE NOTE:If you mark theAbstainbox 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.	PLEASE NOTE:If you mark theAbstainbox 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.	PLEASE NOTE:If you mark theAbstainbox 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.	PLEASE NOTE:If you mark theAbstainbox 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.
ORDINARY BUSINESS			For	Against Abstain			For	Against Abstain

	Item 1	Election of Director -			Item 10	Approval of Employee Share
		Mr David Mason				Option Scheme


	Item 2	Election of Director -			Item 11	Approval of allotment of Securities
		Mr Jonathan Warrand				to Graeme Robertson


	Item 3	Election of Director -			Item 12	Approval of allotment of Securities
		Mr Graeme Robertson				to David Mason


	Item 4	Approval of Tranche			Item 13	Approval of allotment of Securities
		1 of Placement				to Jonathan Warrand


	Item 5	Approval of Tranche			Item 14	Approval for the Relevant
		2 of Placement				Interests of Graeme Robertson, Aspac Mining Ltd, Farjoy Pty Ltd
	Item 6	Approval of Related Party				and Ellen Teja to exceed 20% as
		Participation in Tranche				a result of SPP, underwriting SPP,
		2 of the Placement				Tranche 2 of the Placement and
						Issue of Securities to a Director
	Item 7	Approval of Issue of Options to
		Lead Manager			Item 15	Approval to Change
						Company Name

	Item 8	Approval of Issue of Shares in
		connection with the purchase of			Item 16	Approval to modify Company
		Minority Shareholding in PCEA				Constitution

	Item 9	Approval of giving of Financial Benef ts pursuant to the Underwriting Agreement for Share Purchase Plan			Item 17	Proportional Takeover Approval Provisions

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

==> picture [515 x 94] intentionally omitted <==

----- Start of picture text -----

SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
----- End of picture text -----

A T Q

1 2 8 9 6 1 A

AI assistant

BREAKTHROUGH MINERALS LIMITED — AGM Information 2011

64579_rns_2011-03-29_ce61f1d3-e96a-4f11-a210-4b1c9621405d.pdf

ATOMIC RESOURCES LIMITED

ACN 124 408 751

N O T I C E O F G E N E R A L M E E T I N G E X P L A N A T O R Y N O T E S P R O X Y F O R M

Place of Meeting

N O T I C E O F G E N E R A L M E E T I N G

BUSINESS

1. Election of Director

2. Election of Director

3. Election of Director

4. Approval of tranche 1 of placement

Voting Exclusion

5. Approval of Tranche 2 of placement

Voting Exclusion

6. Approval of related party participation in Tranche 2 of the placement

Voting Exclusion

7. Approval of issue of options to lead manager

Voting Exclusion

8. Approval of issue of shares in connection with the purchase of minority shareholding in PCEA

Voting Exclusion

9. Approval of giving of financial benefits pursuant to the underwriting agreement for Share Purchase Plan

Voting Exclusion

10. Approval of employee share option scheme

Voting Exclusion

11. Approval of allotment of securities to Graeme Robertson

Voting Exclusion

12. Approval of allotment of securities David Mason

Voting Exclusion

13. Approval of allotment of securities to Jonathan Warrand

Voting Exclusion

14. Approval for the relevant interests of Graeme Robertson, Aspac Mining Ltd, Farjoy Pty Ltd and Ellen Teja to exceed 20% as a result of SPP, underwriting SPP, Tranche 2 of the Placement and issue of securities to a director

Voting Exclusion

15. Approval to change company name

16. Approval to modify company constitution

17. Proportional Takeover Approval Provisions

Voting and the proxy

E X P L A N A T O R Y N O T E S

Resolution 1 – Re-election of Director

General

David Mason

Directors’ Recommendation:

Resolution 2 – Re-election of Director

General

Jonathan Warrand

Directors’ Recommendation:

Resolution 3 – Re-election of Director

General

Graeme Robertson

Directors’ Recommendation:

Resolution 4 – Placement Tranche 1

Background

Board Recommendation

Resolution 5 – Placement Tranche 2

Board Recommendation

Resolution 6 – Approval of related party participation in Tranche 2 of the Placement

Specific information required by ASX Listing Rule 10.13 and section 219 of the Corporations Act

Board Recommendation

Resolution 7 – Issue of options to lead manager

Board Recommendation

Resolution 8 – Approval of issue of shares in connection with the purchase of minority shareholding in PCEA

Board Recommendation

Resolution 9 – Approval of giving of financial benefits pursuant to the underwriting agreement and issue of shares to co-underwriters of Share Purchase Plan

Background

Underwriting Agreement

Listing Rule 7.1

Listing Rule 10.11 and Section 208 of the Corporations Act

Specific information required by ASX Listing Rule 10.13 and section 219 of the Corporations Act

Directors Recommendation

Resolution 10 – Approval of employee share option plan

Introduction

Board Recommendation

Resolutions 11 – 13 – Approval of allotment of securities to directors

Specific information required by ASX Listing Rule 10.13 and section 219 of the Corporations Act

No Listing Rule 7.1 Approval

Board Recommendation

Background

Independent Expert Report

Section 606

BREAKTHROUGH MINERALS LIMITED AGM Information 2011