CODEIFAI LIMITED — AGM Information 2012

Jul 4, 2012

AUSTRALIS MINING CORPORATION LIMITED ACN 108 649 421

NOTICE OF GENERAL MEETING OF SHAREHOLDERS AND EXPLANATORY STATEMENT

For a General Meeting of Shareholders to be held on 3 August 2012 at 10.00 am (AEST) at Hall Chadwick, Level 29, St Martins Tower, 31 Market Street, Sydney

This Notice of Meeting should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting

LETTER TO SHAREHOLDERS

Dear Shareholder

On 2 May 2011, the Deed Administrator entered into a deed of reconstruction which was further amended by the deed of amendment to the deed of reconstruction dated 24 August 2011 (together, the Deed of Reconstruction ), which set out the terms of a proposal to recapitalise and restructure the Company.

The resolutions proposed in this Notice will enable the terms of the restructuring and recapitalisation proposal pursuant to the Deed of Reconstruction ( Proposal ) to be completed.

Background to the Proposal

The chronology of events in relation to the Proposal is as follows:

• (1) On 31 October 2005, the board of the Company resolved to the effect that, in the opinion of the board, the Company was insolvent or likely to become insolvent at some time in the future and that Robert Elliott and Richard Albarran be appointed as voluntary administrators of the Company in accordance with Part 5.3A of the Corporations Act 2001 (Cth) ( Act ).

• (2) On 31 October 2005, the Company by letter and notice appointed Robert Elliott and Richard Albarran as voluntary administrators of the Company.

• (3) On 23 January 2006, the Creditors of the Company resolved pursuant to section 439C of the Act that the Company execute the Deed of Company Arrangement, details of which were announced to ASX on 16 January 2006. The Deed of Company Arrangement was executed by the parties on 27 February 2006.

• (4) On 19 May 2006, the creditors of the Company resolved pursuant to section 445A of the Act to vary the payment terms of Deed of Company Arrangement (the First Deed of Variation ). The First Deed of Variation was executed by the parties on 9 October 2006.

• (5) On 8 September 2006, the creditors of the Company resolved pursuant to section 445A of the Act to further vary the payment terms of Deed of Company Arrangement (the Second Deed of Variation ). The Second Deed of Variation was executed by the parties on 1 November 2006.

• (6) On 14 March 2008, Richard Albarran ceased acting as a joint deed administrator of the Arrangement and Robert Elliott began acting as sole deed administrator of the Deed of Company Arrangement.

• (7) The Deed of Reconstruction was not completed by 31 October 2011 (being the end date under the Deed of Reconstruction for completion to occur), the parties to the Deed of Reconstruction have agreed to extend the date until the completion of the matters the shareholders are being asked to considered and vote on in the attached notice of meeting.

• (8) At a meeting on 5 December 2011, the creditors of the Company resolved to again further vary the Deed of Company Arrangement such that Deed of Company Arrangement was conditional upon completion of the Deed of Reconstruction.

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The Proposal can be summarised as follows:

• (a) the Company be authorised to allot and issue the “Proponent’s First Shares” as described in the Deed of Reconstruction, being:

• 1) up to 150,000,000 shares to professional and sophisticated investors at an issue price of $0.0005 per share to raise a total of $75,000; and

• 2) Up to 69,000,000 shares to professional and sophisticated investors at an issue price of $0.005 per share to raise a total of $345,000;

• (b) the Company be authorised to allot and issue the “Proponent’s Second Shares” as described in the Deed of Reconstruction, being up to 81,000,000 shares to professional and sophisticated investors at an issue price of $0.005 per share to raise a total of $405,000;

• (c) the existing shares issued by the company be consolidated on a 1 for 8 basis and the existing options be reconstructed pro-rata to the consolidation of the existing shares with any fractional entitlement being rounded down;

• (d) all current Directors, except for Mr Anthony Damianos, will resign, effective from the close of the Meeting;

• (e) Mr Peter Dykes and Mr Robert Whitton will be appointed as new directors, effective from the close of the Meeting; and

• (f) the Company change its name to AUV Enterprises Limited, or such similar name as agreed with the ASX.

The resolutions proposed in the attached Notice will enable the terms of the Deed of Company Arrangement and Deed of Reconstruction to be completed. If the resolutions are passed and the Proposal is completed the new Board (comprising Mr Damianos, Mr Dykes and Mr Whitton) will seek out new opportunities and perform due diligence on potential acquisitions and call another general meeting as necessary to allow shareholders to consider such opportunities.

If any of these resolutions are not passed by the shareholders of the Company, the Company will remain subject to the Deed of Company Arrangement, the trading suspension imposed by the ASX will remain in force and the Deed Administrator will need to consider other alternatives, which is likely to include placing the Company into liquidation (in which event no return to Shareholders or the Creditors is anticipated).

Based on the information available, the Company and the Deed Administrator consider that the Proposal should be accepted by shareholders by voting in favour of the resolutions. However, we make no promise that the Proposal will enhance Shareholder value and have not considered the situation of any particular Shareholder.

Before voting on the resolutions, shareholders should consider the appropriateness of the Proposal having regard to their own objectives, financial situation and needs including any taxation consequences.

Yours faithfully

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Anthony Damianos

Chief Executive Officer 3 July 2012

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TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

A General Meeting of the shareholders of Australis Mining Corporation Limited will be held at:

Hall Chadwick Level 29, St Martins Tower 31 Market Street SYDNEY NSW 2000

10.00 am (AEST) on 3 August 2012

Phone: + +61 2 92632600

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 10.00 am (AEST).

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Annual General Meeting as soon as possible and either:

• send the proxy by facsimile to the Company on +61 2 89089490

• deliver the proxy to the principal office of the Company at Suite 1112, 100 Walker Street, North Sydney, NSW, 2060

• deliver the proxy to the registered office of the Company,

• so that it is received not later than 10.00 am (AEST) on 1 August 2012.

Your proxy form is enclosed.

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AUSTRALIS MINING CORPORATION LIMITED ACN 108 649 421

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of shareholders of Australis Mining Corporation Limited ( Company ) will be held at Hall Chadwick, Level 29, St Martins Tower, 31 Market Street, Sydney at 10.00 am (AEST) on 3 August 2012.

AGENDA

SPECIAL BUSINESS

The Explanatory Statement which accompanies and forms part of this Notice describes the matters to be considered as special business.

Resolution 1 – Issue of Shares

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

“That, subject to the passing of Resolutions 2, 3 and 4, for the purposes of Listing Rule 7.1 , and for all other purposes, approval is given for the issue of up to 150,000,000 fully paid ordinary shares (on a pre-consolidation basis), in the capital of the Company at an issue price of $0.0005 per share, and otherwise on the terms and conditions described in the Explanatory Statement, to raise a total amount of up to $75,000”.

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 1 by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a security holder if the resolution is passed, and any associates of those persons, who are excluded from voting as provided for in Listing Rule 14.11.

However, the Company need not disregard a vote if:

• It is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

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

Resolution 2 – Issue of Shares

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

“That, subject to the passing of Resolutions 1, 3 and 4, for the purposes of Listing Rule 7.1, and for all other purposes, approval is given for the issue of up to 69,000,000 fully paid ordinary shares (on a pre-consolidation basis), in the capital of the Company at an issue price of $0.005 per share, and otherwise on the terms and conditions described in the Explanatory Statement, to raise a total amount of up to $345,000”.

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Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 2 by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a security holder if the resolution is passed, and any associates of those persons, who are excluded from voting as provided for in Listing Rule 14.11.

However, the Company need not disregard a vote if:

• It is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

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

Resolution 3 – Issue of Shares

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

“That, subject to the passing of Resolutions 1, 2 and 4, for the purposes of Listing Rule 7.1 , and for all other purposes, approval is given for the issue of up to 81,000,000 fully paid ordinary shares (on a pre-consolidation basis), in the capital of the Company at an issue price of $0.005 per share, and otherwise on the terms and conditions described in the Explanatory Statement, to raise a total amount of up to $405,000”.

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 3 by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a security holder if the resolution is passed, and any associates of those persons, who are excluded from voting as provided for in Listing Rule 14.11.

However, the Company need not disregard a vote if:

• It is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

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

Resolution 4 – Consolidation of Existing Shares and Options

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

“That, subject to the passing of Resolutions 1, 2, and 3, the existing shares issued by the company be consolidated on a 1 for 8 basis and the existing options be reconstructed pro-rata to the consolidation of the existing shares with any fractional entitlement being rounded down.”

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Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 4 by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a security holder if the resolution is passed, and any associates of those persons, who are excluded from voting as provided for in Listing Rule 14.11.

However, the Company need not disregard a vote if:

• It is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

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

Resolution 5 – Election of Mr Peter Dykes

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

“That, subject to the passing of Resolutions 1, 2. 3 and 4, Mr Peter Dykes, being eligible and having consented to act, be elected as a director of the Company, effective from the closure of the Meeting.”

Resolution 6 – Election of Mr Robert Whitton

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

“That, subject to the passing of Resolutions 1, 2, 3 and 4, Mr Robert Whitton, being eligible and having consented to act, be elected as a director of the Company, effective from the closure of the Meeting.”

Resolution 7 – Change of Name

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

“That, subject to the passing of Resolutions 1,2, 3 and 4 in accordance with section 157 of the Corporations Act and for all other purposes, the Company changes its name to AUV Enterprises Limited or such other name as agreed by ASX.”

DATED 3 July 2012

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Anthony Damianos Chief Executive Officer

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NOTES:

1. A shareholder of the Company who is entitled to attend and vote at a general meeting of shareholders 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 shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.

2. Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

3. For the purposes of Regulation 7.11.37 of the Corporations Act, the Directors have set a record date to determine the identity of those entitled to attend and vote at the Meeting. The record date is 10.00 am, (AEST) on 1 August 2012.

4. Important Notices

The Company has prepared this Notice based on information available as at 3 July 2012 . You should read the Notice in its entirety before making a decision as to how to vote on the resolutions to be considered at the Meeting.

The Notice and the Explanatory Statement which accompanies it does not take into account the investment objectives, financial situation or particular needs of individual shareholders or any other person. If you are in doubt as to what you should do, you should consult your legal, investment or other professional adviser.

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EXPLANATORY STATEMENT

1. GENERAL INFORMATION

This Explanatory Statement has been prepared for the shareholders of the Company in connection with the general meeting of the Company.

If all of the resolutions are passed and the Proposal is completed, the Company will be in a position to seek and pursue opportunities to enable the reinstatement of its securities to official quotation on ASX. This reinstatement is, of course, subject to the discretion of ASX. The ASX may impose further conditions, for example compliance with Chapters 1 and 2 of the ASX Listing Rules. No assurances are made as to whether or in what time frame this may occur or whether the Company will be able to identify suitable commercial opportunities to allow for reinstatement.

1.1 Overview

1.1.1 Background

A general background and history in respect of the appointment of the Deed Administrator and of the Deed of Company Arrangement is set out in the letter to shareholders at the beginning of this Notice.

1.1.2 Past and future business of the Company

Past Business

The Company’s historical business operations involved mining exploration in Australia.

The Company had a history of significant operating losses due to adverse litigation.

Future Business

If the restructuring is successful, it is intended that the Company will continue to explore the possibilities of exploiting its knowledge in the mining exploration sector and also to consider all worthwhile projects that can enhance shareholder value. In particular, opportunities have been presented in the minerals exploration area, (gold, coal and rare earths) which will shortly undergo due diligence.

1.1.3 Purpose of Capital Raisings

The purpose of the capital raisings (as part of the Proposal) are to:

• (a) provide funds for the payment to the Creditors Trust pursuant to the Deed of Company Arrangement;

• (b) meet the costs and expenses of the Company such as due diligence accounting and auditing expenses; and

• (c) working capital.

An estimated budget is set out below.

Use of Funds – Expenditure Budget

Total funds raised	$ 825,000
Utilised as follows:

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Payment to the Deed Administrator	420,000
Payment to Nikiticorp Limited, in accordance with the terms of the Deed of Reconstruction	100,000
Due diligence,reviewofaccounts and auditing	175,000
Working capital	120,000
Total funds utilised ($)	825,000

Payment of the above amounts to the Deed Administrator and Nikiticorp Limited and passing of the resolutions proposed in this Notice will enable the terms of the Deed of Company Arrangement and Deed of Reconstruction to be completed, at which point the charge currently in place in relation to the Company in favour of Nikiticorp Limited will be released.

Proposed Capital Structure

	Shares
Current	95,000,000
Issues to professional and sophisticated investors	300,000,000
TOTAL	395,000,000

1.2 Details of the Proposal

Terms of the Proposal

The key terms of the Proposal are as follows:

• (1) the following capital raisings will be undertaken:

• (I) the Company issuing the “Proponent’s First Shares” as described in the Deed of Reconstruction, being:

  • (A) up to 150,000,000 shares to professional and sophisticated investors at an issue price of $0.0005 per share to raise a total of $75,000; and

  • (B) up to 69,000,000 shares to professional and sophisticated investors at an issue price of $0.005 per share to raise a total of $345,000;

• (II) the Company issuing the “Proponent’s Second Shares” as described in the Deed of Reconstruction, being up to 81,000,000 shares to professional and sophisticated investors at an issue price of $0.005 per share to raise a total of $405,000;

• (2) the existing shares issued by the company be consolidated on a 1 for 8 basis and the existing options be reconstructed pro-rata to the consolidation of the existing shares with any fractional entitlement being rounded down.

• (3) termination of all employees;

• (4) resignation of all current directors except for Mr Damianos;

• (5) appointment of Mr Dykes and Mr Whitton as directors; and

• (6) change of company name.

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1.2.2 ASX Listing

The Company is admitted to the Official List of ASX, however trading in the Company's existing shares was suspended on 4 October 2005. Trading in the shares is unlikely to recommence until all resolutions are passed and until the Company complies with Chapters 1 and 2 of the Listing Rules, or until ASX advises otherwise.

The intention of the Company is to use the additional working capital to be injected into the Company via the Proposal to seek out opportunities that might enable the Company’s shares to be reinstated to quotation on ASX. There is no certain timeframe as to when this may occur.

1.2.3 Taxation

There may be tax consequences for shareholders arising from the Proposal. These may vary for different shareholders. The directors consider that it is not appropriate to give advice to shareholders regarding the tax consequences of the Proposal. Shareholders should seek specific taxation advice applicable to their own particular circumstances from their own licensed financial or tax advisers when deciding how to respond to the resolution which will be proposed at the General Meeting and the other matters discussed in this Explanatory Statement.

1.2.4 Conclusion

The resolutions set out in the Notice are important and affect the future of the Company. However, we make no promise that the Proposal will enhance shareholder value and have not considered the situation of any particular shareholder. Shareholders are therefore urged to give careful consideration to the Notice and the contents of this Explanatory Statement and, in particular, the appropriateness of the Proposal having regard to their own objectives, financial situation and needs.

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2. THE RESOLUTIONS

2.1 Resolutions 1, 2 and 3 - Issue of Shares

ASX Listing Rule 7.1 provides that a company must not, subject to certain exceptions, issue during any 12 month period any equity securities, or other securities with rights of conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of ordinary shares on issue at the commencement of that 12 month period.

Resolution 1 seeks shareholder approval for the issue of up to 150,000,000 shares (on a pre-consideration basis) to professional and sophisticated investors at $0.0005 per share, to raise up to $75,000. The approval is required to allow the issue of shares as party of the capital raisings, without depleting the Company’s 15% placement capacity.

Listing Rule 7.3 contains certain requirements as to the contents of a notice sent to shareholders for the purposes of Listing Rule 7.1 and the following information is included in this Explanatory Statement for that purpose:

• (1) the maximum number of new shares to be issued is 150,000,000;

• (2) the shares will be issued as soon as possible, but in any event, no later than 3 months after the date of the Meeting;

• (3) the price at which the new shares will be issued is $0.0005 per share;

• (4) the shares will be issued to sophisticated and professional investors;

• (5) the terms of the new shares are that the shares rank equally with existing fully paid shares issued by the Company;

• (6) the intended use of the funds is for payment to creditors of the Company, a review of due diligence, accounts and auditing and working capital;

• (7) the date of allotment will be as soon as possible, but in any event, no later than 3 months after the date of this meeting; and

• (8) a voting exclusion statement is included in the Notice, a person who may participate in the issue of the 150,000,000 shares and any associate of that person is excluded from voting on this resolution.

If shareholders do not approve Resolution 1, the issue of the 150,000,000 shares will count towards the Company’s 15% placement capacity going forwards.

Directors Recommendation

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

Resolution 2 seeks shareholder approval for the issue of up to 69,000,000 shares(on a pre-consideration basis) to professional and sophisticated investors at $0.005 per share, to raise up to $345,000. The approval is required to allow the issue of shares as party of the capital raisings, without depleting the Company’s 15% placement capacity.

Listing Rule 7.3 contains certain requirements as to the contents of a notice sent to shareholders for the purposes of Listing Rule 7.1 and the following information is included in this Explanatory Statement for that purpose:

• (1) the maximum number of new shares to be issued is 69,000,000;

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• (2) the shares will be issued as soon as possible, but in any event, no later than 3 months after the date of the Meeting;

• (3) the price at which the new shares will be issued is $0.005 per share;

• (4) the shares will be issued to sophisticated and professional investors;

• (5) the terms of the new shares are that the shares rank equally with existing fully paid shares issued by the Company;

• (6) the intended use of the funds is for payment to creditors of the Company, a review of due diligence, accounts and auditing and working capital;

• (7) the date of allotment will be as soon as possible, but in any event, no later than 3 months after the date of this meeting; and

• (8) a voting exclusion statement is included in the Notice, a person who may participate in the issue of the 69,000,000 shares and any associate of that person is excluded from voting on this resolution.

If shareholders do not approve Resolution 2, the issue of the 69,000,000 shares will count towards the Company’s 15% placement capacity going forwards.

Resolution 3 seeks shareholder approval of the issue of up to 81,000,000 shares (on a pre-consideration basis) to professional and sophisticated investors at $0.005 per share, to raise up to $405,000. The approval is required to allow the issue of shares as party of the capital raisings, without depleting the Company’s 15% placement capacity.

Listing Rule 7.3 contains certain requirements as to the contents of a notice sent to shareholders for the purposes of Listing Rule 7.1 and the following information is included in this Explanatory Statement for that purpose:

• (1) the maximum number of new shares to be issued is 81,000,000;

• (2) the shares will be issued as soon as possible, but in any event, no later than 3 months after the date of this meeting;

• (3) the price at which the new shares will be issued is $0.005 per share;

• (4) the shares will be issued to sophisticated and professional investors;

• (5) the terms of the new shares are that the shares rank equally with existing fully paid shares issued by the Company;

• (6) the intended use of the funds is for payment to creditors of the Company, a review of due diligence, accounts and auditing and working capital;

• (7) the date of allotment will be as soon as possible, but in any event, no later than 3 months after the date of this meeting;

• (8) a voting exclusion statement is included in the Notice, a person who may participate in the issue of the 81,000,000 shares and any associate of that person is excluded from voting on this resolution.

If shareholders do not approve Resolution 3 , the issue of the 81,000,000 shares will count towards the Company’s 15% placement capacity going forwards.

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Directors Recommendation

The Directors recommend that shareholders vote in favour of Resolution 3.

The Company confirms that no person who will participate in the proposed issues contemplated under Resolutions 1, 2 or 3 is a related party of the Company.

2.2 Resolution 4 – Consolidation of Existing Shares and Options

Shareholder approval is sought to consolidate the number of Shares on issue on a one for eight basis.

Shareholder approval is required pursuant to Section 254H of the Corporations Act.

Corporations Act

Section 254H of the Corporations Act provides that a company may, by resolution passed in general meeting of shareholders, convert all or any of its shares into a larger or smaller number of shares.

In the event that Resolution 4 is approved, the number of Shares on issue will be reduced on a one for eight basis and the existing options will be reconstructed pro-rata to the consolidation of the existing shares.

As from the effective date of the Resolution (being the date of the General Meeting), all holding statements for Shares will cease to have any effect, except as evidence of entitlement to a certain number of post-Consolidation Shares. After the Consolidation becomes effective, the Company will arrange for new holding statements to be issued to Shareholders.

Fractional Entitlements and Taxation

Not all Shareholders will hold that number of Shares which can be evenly divided by eight. Where a fractional entitlement occurs, the Directors will round that fraction down to the nearest whole Share.

It is not considered that any taxation consequences will exist for Shareholders arising from the Consolidation. However, Shareholders are advised to seek their own tax advice on the effect of the Consolidation and none of the Company, the Deed Administrators or the Company’s advisers accepts any responsibility for the individual taxation consequences arising from the Consolidation.

Holding Statements

From the date of the Consolidation, all holding statements for Shares will cease to have any effect, except as evidence or entitlement to a certain number of Shares on a postConsolidation basis.

After the Consolidation becomes effective, the Company will arrange for new holding statements for Shares to be issued to holders of those Shares.

It is the responsibility of each Shareholder to check the number of Shares held prior to disposal.

Indicative Timetable

The indicative timetable for the Consolidation is as follows:

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	Event		Date
	Company announces Consolidation and dispatches Notice of Meeting		2 July 2012
	General Meeting to approve transaction		3 August 2012
	Company tells ASX that shareholders have approved the Consolidation		3 August 2012
	Last day for pre-Consolidation trading		7 August 2012
	Trading on a deferred settlement basis starts*		8 August 2012
	Last day to register transfers on a pre- reorganisation basis		14 August 2012
	First day for Company to send notice to Shareholders of change of holdings as a result of reorganisation First day for Company to register securities on a post-reorganisation basis and for issue of holding statements		15 August 2012
	Despatch date Deferred settlement market ends Last day for securities to be entered into the holders’ security holdings and for Company to send notice to each security holder		21 August 2012
	Normal (T+3) trading commences		22 August 2012

• The Company’s securities will continue to remain suspended from Official Quotation until such time as the transactions the subject of this Notice of Meeting have been completed and the Company has complied with the prequotation requirements of ASX. Accordingly, there will be no trading in the Company’s Shares until the Company has been reinstated to Official Quotation.

2.3 Resolutions 5 and 6 – New Directors

The Proposal provides that from the date of the Meeting, all current directors, except for Mr Damianos, will resign, and that Mr Dykes and Mr Whitton will be appointed as new directors.

Resolutions 5 and 6 seek the election of Mr Dykes and Mr Whitton as directors. Set out below in this Explanatory Statement is a summary of the background on each of the proposed new Directors.

Peter Dykes

Peter has more than 20 years of experience in the technology industry, advising some of Australia’s largest corporate clients, including BHP Billiton, Boral and Telstra and also small start up companies in respect of their research and development and commercialisation efforts. Peter is a Fellow of the Tax Institute of Australia and has an

accounting/commerce degree. He spent a number of years with KPMG, and was a founding member of KPMG’s technology advisory practice in Melbourne and Sydney

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before setting up his own technology consulting firm. Peter is the Chief Financial Officer, Company Secretary and is also an Executive Director of Nexbis Limited (ASX:NBS) and also a non executive director of Fermiscan Holdings Limited (ASX Code: FER).

Robert Whitton

Robert has had a longstanding and successful career as a chartered accountant and business advisor. A specialist in business advisory services and Fellow of the Institute of Chartered Accountants, Robert has more than 25 years experience gained across a range of accountancy firms, most recently as a Director of William Buck, Chartered Accountants and Advisors in Sydney, Australia. Graduating with a Bachelor of Business (Accountancy), Robert holds a range of qualifications including a Graduate Certificate in Forensic Studies (Accounting) and is a Certified Fraud Examiner. He is also a Member of the Australian Institute of Management, the Institute of Company Directors and Insolvency Practitioners Association of Australia. Robert is Chairman of life sciences company, Fermiscan Holdings Limited (ASX Code: FER) and a Non Executive Director Of Nexbis Limited (ASX Code: NBS).

2.4 Resolution 7

Under the Proposal, the Company is proposing to change its name to AUV Enterprises Limited, or such other name agreed to by the ASX.

The Directors recommend that shareholders vote in favour of Resolution 7.

3. ENQUIRIES

Shareholders are invited to contact Anthony Damianos on phone +61 2 8908 9444 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

AEST means Australian Eastern Savings Time (i.e. Sydney time).

ASX means ASX Limited (ACN 008 624 691) or the market it operates, as the context requires.

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

Board means the board of directors of the Company.

Company means Australis Mining Corporation Limited (ACN 108 649 421).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Creditors Trust means the creditors trust to be established pursuant to the Deed of Company Arrangement.

Deed Administrator means Robert Elliott, as appointed pursuant to the Deed of Company Arrangement.

Deed of Company Arrangement has the meaning given in this Notice.

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement to the Memorandum.

Meeting means the meeting convened by the Notice.

Memorandum means this information memorandum.

Notice means the notice of meeting accompanying this Memorandum.

$ means Australian dollars.

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Australis Mining Corporation Limited ACN 108 649 421

AUSTRALIS MINING CORPORATION LIMITED

FOR ALL ENQUIRIES CALL:

(within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

FACSIMILE

+61 2 9290 9655

ALL CORRESPONDENCE TO:

Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 10.00 am (AEST) 1[ST] AUGUST 2012

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together in the same envelope.

STEP 2 Voting Directions to your Proxy

STEP 3 Sign the Form

The form must be signed as follows :

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders must sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 10.00 am(AEST) on Friday, 3[rd] August 2012 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged using the reply paid envelope or:

BY MAIL - Australis Mining Corporation Limited, Suite 1112,

100 Walker Street, North Sydney NSW 2060

BY FAX - + 61 2 8908 9490

IN PERSON - The principal office of the Company Suite 1112,

100 Walker Street, North Sydney NSW 2060

You can tell your Proxy how to vote

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

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Australis Mining Corporation Limited

STEP 1 - Appointment of Proxy

I/We being a member/s of Australis Mining Ciorporation Limited and entitled to attend and vote hereby appoint

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the Chairman of
the Meeting (mark with an OR
‘X’)
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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

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 at the General Meeting of Australis Mining Corporation Limited to be held at Hall Chadwick, Level 29 St Martins Tower, 31 Market Street, Sydney, NSW 2000 on Friday the 3[rd] August 2012 at 10.00 am(AEST) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

If the Chairman of the Meeting is appointed as your proxy or may be appointed by default, and you do not wish to direct your proxy how to vote in respect of a resolution, please mark this box. By marking this box, you acknowledge that the Chairman of the Meeting may vote as your proxy even if he has an interest in the outcome of the resolution and votes cast by the Chairman of the Meeting for those resolutions, other than as proxy holder, will be disregarded because of that interest. 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 the resolution and your votes will not be counted in calculating the required majority if a poll is called. The Chair intends to vote all undirected proxies in favour of the resolution.

STEP 2 - Voting directions to your Proxy – please mark � to indicate your directions

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Ordinary Business For Against Abstain
Resolution 1 Issue of Shares
Resolution 2 Issue of Shares
Resolution 3 Issue of Shares
Resolution 4 Consolidation of Existing Shares and Options
Resolution 5 Election of Director – Mr Peter Dykes
Resolution 6 Election of Director – Mr Robert Whitton
Resolution 7 Change of Name
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In addition to the intentions advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business.

*If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

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STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact Name ……………………………….…….. Contact Daytime Telephone ………………………………….. Date / / 2012
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