AUSTRALIAN SECURITIES EXCHANGE ANNOUNCEMENT 28 May 2008

NOTICE OF EXTRAORDINARY GENERAL MEETING

Attached is a copy of the Notice of Meeting, Proxy Form, Explanatory Statement and Independent Experts Report for the Extraordinary General Meeting to be held on 1 July 2008 being mailed to shareholders.

Raymond F Buscall Company Secretary

FISSION ENERGY LIMITED (ACN 119 057 457) (the Company)

PROXY FORM EXTRAORDINARY GENERAL MEETING

I/We


	being a member/members of the Company entitled to attend and vote at the meeting, hereby
Appoint

	Name of proxy

or failing the person so named or, if no person is named, the Chairperson of the meeting or the Chairperson's nominee, to vote in respect of ____% of my/our voting rights in accordance with the following directions, or if no directions have been given, as the proxy sees fit at the Extraordinary General Meeting of the Company, to be held on Tuesday, 1 July 2008 and at any adjournment thereof. If no directions are given, the Chairperson will vote in favour of all of the resolutions.

	Ordinary Resolutions:	FOR	AGAINST	ABSTAIN
1.	To purchase shares in Meteore Metals Limited
2.	To purchase shares from Standard Nickel Pty Ltd
3.	To ratify the issue of 8,000,000 shares to sophisticated and/or professional investors
4.	To issue up to 42,000,000 shares to sophisticated and/or professional investors
5.	To issue shares to G T Le Page & Associates Pty Ltd
6.	To issue shares to Tadea Pty Ltd

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not intended to be counted in computing the required majority on a poll.

Signed this day of 2008

Signature	Director


Signature	Director/Company Secretary

Signature	Sole Director and Sole Company Secretary

The Chairperson intends to vote in favour of all 6 resolutions in respect of all undirected proxies.

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

By marking this box you acknowledge that the Chairperson may exercise your proxy even if he or she has an interest in the outcome of the resolutions and votes cast by him or her 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 Chairperson will not cast your votes on the resolutions and your votes will not be counted in calculating the required majority if a poll is called on the resolutions

Notes:

1. To be effective, this proxy and the power of attorney (if any) under which it is signed must be received at the Registered Office of the Company, Level 40, Exchange Plaza, 2 The Esplanade, Perth, WA 6000 not less than 48 hours before the time for holding the Extraordinary General Meeting, or any adjournment thereof.
1. If the member is a corporation, the form of proxy should be signed under seal if appropriate.

Individuals and joint holders Companies (affix common seal if appropriate)

Sole Director and Sole Company Secretary

FISSION ENERGY LIMITED

(ACN 119 057 457) (the Company)

EXPLANATORY STATEMENT ACCOMPANYING NOTICE OF EXTRAORDINARY GENERAL MEETING

This Explanatory Statement is an important document and you should read it carefully. If you have any queries regarding the matters set out in this Explanatory Statement or the Notice to which it is attached please contact the Company or your professional advisor.

Resolution 1 – Purchase of shares in Meteore Metals Limited

Background

Resolution 1 seeks member approval for the purposes of Chapter 11 of the ASX Listing Rules (the Rules), and for all other purposes, for the Company to purchase up to 100% of the ordinary fully paid share capital of Meteore Metals Limited (ACN 097 759 325) (Meteore) pursuant to an agreement constituted by a series of share sale agreements made with each of Meteore's ordinary shareholders on or about 18 April 2008 as amended by a series of deeds entered into with each of Meteore's ordinary shareholders on or about 13 May 2008 (the Agreements), at a price of \$0.20 per share (being a maximum total price of \$8,000,000.00) to be satisfied, in the case of all of the Meteore ordinary shareholders other than Standard Nickel Pty Ltd (ACN 126 914 421) (Standard Nickel), by the payment of cash and, in the case of Standard Nickel, to be satisfied by the issue of ordinary fully paid shares in the Company (Shares) and subject to, among other things:

1. members of the Company passing Resolution 4;
1. in respect of the 9,520,000 ordinary fully paid shares in Meteore held by Standard Nickel, members of the Company passing Resolution 2; and
1. satisfaction or (if the directors of the Company in their absolute discretion consider it desirable or necessary) waiver by the Company of each of the conditions precedent to the Agreements, as set out in this Explanatory Statement,

and to enter into any agreement and do all other acts necessary or desirable for that purpose, and otherwise on the terms and conditions set out in this Explanatory Statement.

The Company has, as at the date of this Explanatory Statement, executed Agreements to acquire 100% of the issued ordinary fully paid share capital of Meteore, at a price of \$0.20 per share, subject to, among other things, the conditions referred to below. Meteore currently has 40,000,000 ordinary fully paid shares on issue. Accordingly, the total consideration for the Company's acquisition of all of Meteore's ordinary fully paid shares is \$8,000,000.00. The total consideration is payable in the case of all of the Meteore ordinary shareholders other than Standard Nickel, by the payment of cash in instalments. In the case of Standard Nickel, the consideration is payable by the issue of 9,520,000 Shares in the Company at settlement of the Agreement with Standard Nickel (as Rule 10.7 prohibits the Company from paying cash to Standard Nickel as consideration for the acquisition of its shares in Meteore (see Resolution 2 below for further information)).

Standard Nickel currently holds 9,520,000 ordinary fully paid shares in Meteore (being approximately 23.8% of Meteore's total issued ordinary fully paid share capital). Even if Resolution 1 is passed by the Company's members, the Company's purchase of Standard Nickel's Meteore shares is subject to member approval of Resolution 2. If member approval to Resolution 2 is not obtained, the Company will not purchase Standard Nickel's Meteore shares (with the effect that the Company will then only be able to acquire up to 76.2% of Meteore's total issued ordinary fully paid share capital).

Meteore is the manager of a 50:50 joint venture with Barra Resources Limited (ACN 093 396 859) (ASX:BAR) on the Mount Thirsty Nickel-Cobalt Project (the Mount Thirsty Project).

Mount Thirsty is situated approximately 20 kilometres north-northwest of Norseman in Western Australia.

Information regarding the Mount Thirsty Project was contained in the Company's ASX announcement on 21 April 2008.

The Company will, through its shareholding in Meteore, have an interest in the Mount Thirsty Project, which is focused on nickel-cobalt mining exploration. Exploration by the Company for minerals other than uranium has always been possible, as the Company's Western Australian tenements (covering an area of approximately 1,300 square kilometres) cover all minerals, including uranium, nickel and cobalt. The Company considers that the activities of Meteore and its interest in the Mount Thirsty Project complement the Company's existing uranium exploration activities in South Australia and Western Australia.

Following the Company's acquisition of Meteore, the Company will continue with its uranium exploration activities. As announced to the market on 14 April 2008, the Company has commenced its uranium drilling programme at Garford, and upon completion of that project will resume drilling at Wynbring. The Company also intends to pursue its other objectives as set out in its IPO Prospectus dated 11 April 2007.

Each Agreement (including the Agreement with Standard Nickel) is subject to and conditional upon, among other things, each of the following conditions (the Conditions) being met:

1. The Company must be satisfied, in its sole and absolute discretion, with its own due diligence of Meteore and Meteore's affairs and the transactions contemplated by the Agreement on or before 5.00pm WST, 29 April 2008.
1. Shareholders of Meteore holding at least 50.1% of the ordinary fully paid shares of Meteore, when aggregated with the shares the subject of each Agreement, also entering into an agreement for the sale of all of their ordinary fully paid shares in Meteore by 5.00pm WST, 18 April 2008.
1. The total liabilities of Meteore, as at the date of execution of each Agreement, not exceeding \$393,000.00.
1. The Company obtaining member approval by 4 July 2008 to:
4.1 the purchase by the Company of the ordinary fully paid Meteore shares the subject of the Agreement, and any other ordinary fully paid Meteore shares the subject of any further share sale agreements executed by the Company, upon and in accordance with the terms and conditions of the Agreement to the extent required by, and in accordance with, the Act and the Rules (including, without limitation, Rule 11);
4.2 the issue of fully Shares in the Company to raise a minimum of \$3,392,000.00 by way of placements to sophisticated and professional investors (being persons to whom a disclosure document is not required to be provided by virtue of sections 708(8) or 709(11) of the Act); and
4.3 the issue of Shares in the Company to the party who introduced the Company to the transaction contemplated by the Agreement,

and otherwise complying with all of the requirements of the Act, the Rules and any requirements of the ASX.

The Company raising not less than \$3,392,000.00 by way of Share placements to sophisticated and professional investors (being persons to whom a disclosure document is not required to be provided by virtue of sections 708(8) or 709(11) of the Act) by 4 July 2008.

The Company has paid a deposit under each Agreement. In the case of the Agreements with all of the Meteore ordinary shareholders other than Standard Nickel, an instalment towards the purchase price is payable by the Company at the settlement of each Agreement, and following settlement the Company must pay further instalments on 29 August 2008 and 15 December 2008. In the case of the Agreement with Standard Nickel, at settlement the deposit paid by the Company under that Agreement will be refundable to the Company and the Company will issue Standard Nickel with 9,520,000 Shares.

Settlement under each Agreement will occur 5 business days after all of the Conditions have been satisfied or waived by the Company, or on any other date that the parties to the Agreement may agree. The shares the subject of each Agreement will be held in escrow after settlement pending full payment by the Company of all post-settlement purchase price instalments.

The Company has carried out appropriate due diligence investigations in relation to Meteore and Meteore's affairs and liabilities, and the transactions contemplated by the Agreements, and is satisfied with the results of those investigations. Condition 2 above has also been satisfied. The Company now seeks member approval to satisfy other Conditions referred to above.

Resolution 1 is subject to the members of the Company passing Resolution 4. If Resolution 4 is not passed by the members of the Company, the Conditions contained in the Agreements will not be capable of satisfaction and the Company will not purchase any ordinary fully paid shares in Meteore.

The Rules

The Company was admitted to the official list of ASX Limited (ACN 008 624 691) (ASX) on 14 June 2007.

Rule 11.1 provides that if an entity proposes to make a "significant change", either directly or indirectly, to the nature or scale of its activities, it must provide full details to ASX before making the change. Rule 11.1.2 provides that ASX may require the entity to obtain the approval of the holders of its ordinary securities.

Rule 11.1.3 provides that ASX may require an entity which proposes to make a significant change to the nature or scale of its activities to, in effect, "re-apply" for admission to the official list of ASX in accordance with the requirements for admission and quotation set out in Chapters 1 and 2 of the Rules.

On 18 April 2008 the Company sought the opinion of ASX as to whether the Company's proposed acquisition of Meteore shares, and resulting interest in the Mount Thirsty Project, would constitute a significant change to the nature or scale of the Company's activities.

On 24 April 2008 ASX advised the Company that, based on the information provided by the Company, in its opinion the provisions of Rule 11.1.3 do not apply to the Company's proposed acquisition of Meteore shares, but that the Company would be required to obtain member approval to the acquisition in accordance with Rule 11.1.2.

The Company therefore seeks member approval by Resolution 1 for the purposes of Rule 11.1.

The Company will disregard any votes cast on Resolution 1 by a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed. However, the Company will not disregard a vote if:

1. 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
1. it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

Resolution 2 – Purchase of Meteore shares from Standard Nickel Pty Ltd

Background

Resolution 2 seeks member approval for the purposes of Part 2E.1 of the Corporations Act 2001 (the Act) and Chapter 10 of the Rules, and for all other purposes, for the Company to purchase from Standard Nickel all of Standard Nickel's 9,520,000 ordinary fully paid shares in Meteore pursuant to a share sale agreement made on or about 18 April 2008 and amended by deeds made on or around 13 May 2008 and 22 May 2008, at a price of \$0.20 per share (being a total price of \$1,904,000.00), to be satisfied by the issue of 9,250,000 Shares in the Company and subject to, among other things:

1. members of the Company passing Resolutions 1 and 4;
1. satisfaction or (if the directors of the Company in their absolute discretion consider it desirable or necessary) waiver by the Company of each of the Conditions, as set out above in this Explanatory Statement,

and to enter into any agreement and do all other acts necessary or desirable for that purpose, and otherwise on the terms and conditions set out in this Explanatory Statement.

The Company has, as at the date of this Explanatory Statement, executed an Agreement to acquire Standard Nickel's 9,520,000 ordinary fully paid shares in Meteore (being approximately 23.8% of Meteore's total issued ordinary fully paid share capital), at a price of \$0.20 per share. The total consideration for the purchase of Standard Nickel's Meteore shares is \$1,904,000.00, to be satisfied by the issue of 9,250,000 ordinary fully paid shares in the Company and subject to, among other things, the Conditions referred to above. The consideration payable to Standard Nickel for the acquisition of its shares in Meteore is to be satisfied by the issue of Shares in the Company (calculated based on an issue price of \$0.20 per Share) as Rule 10.7 does not permit the Company to pay the consideration in cash to Standard Nickel. By virtue of Rule 9, the 9,250,000 Shares to be issued to Standard Nickel will be restricted securities for a period of 12 months from the date of their issue.

The closing market price of the Shares on 21 May 2008 (being the day prior to the date of this Explanatory Statement) was \$0.20 per Share (which is the issue price which has been utilised to determine the number of Shares to be issued to Standard Nickel under their Agreement). The issue price is greater than \$0.16 per Share, which is the price at which the Company prior to the date of this Extraordinary General Meeting issued 8,000,000 Shares by way of placements to sophisticated and/or professional investors (which issue shareholders are being asked to ratify under Resolution 3 below) and at which the Company will, if it receives shareholder approval under Resolution 4 below, issue Shares of not less than \$3,392,000.00 and up to \$6,720,000.00 in value by way of placements to sophisticated and/or professional investors.

The highest and lowest prices at which Shares in the Company have traded on the ASX in the period from 16 June 2007, the first day the Company's Shares were quoted on the ASX, to 20 May 2008 are as follows:

lowest price: 8.7 cents on 8 February 2008; and
highest price: 29.5 cents on 18 June 2007.

The capital structure of the Company as it will stand if the Shares are issued to Standard Nickel (including the 8,000,000 Shares recently issued to sophisticated and/or professional investors referred to in Resolution 3 and assuming the issue of Shares to sophisticated and/or professional investors pursuant to Resolution 4, to GTLP pursuant to Resolution 5 and to Tadea pursuant to Resolution 6) is set out below:

	Shares
Current issued Share capital (including the 8,000,000	65,000,006
Shares recently issued to sophisticated and/or professional
investors referred to in Resolution 3)
Issue of Shares to Standard Nickel pursuant to this	9,520,000
Resolution 2
Issue of Shares to sophisticated and/or professional	21,200,000 – 42,000,000*
investors pursuant to Resolution 4
Issue of Shares to GTLP pursuant to Resolution 5	10,000,000
Issue of Shares to Tadea pursuant to Resolution 6	10,000,000
Total new issued Share capital	115,720,006–136,520,006*

* Note: the actual number of Shares issued will depend upon the number of Shares taken up by sophisticated and/or professional investors under the proposed placement referred to in Resolution 4.

Guy Touzeau Le Page and his associates currently hold 989,212 Shares in the Company, or approximately 1.5% of the Company's total Share capital (including the 8,000,000 Shares recently issued to sophisticated and/or professional investors referred to in Resolution 3). Following the issue of the 9,520,000 Shares to Standard Nickel pursuant to this Resolution 2 (and taking into account the 8,000,000 Shares recently issued to sophisticated and/or professional investors referred to in Resolution 3, the issue of a minimum of 21,200,000 Shares and a maximum of 42,000,000 Shares to sophisticated and/or professional investors pursuant to Resolution 4 and the issue of 20,000,000 Shares in aggregate to GTLP and Tadea pursuant to Resolutions 5 and 6), Guy Touzeau Le Page and his associates will hold between approximately 15% and 17.7% of the Company's total Share capital.

Resolution 2 is subject to the members of the Company passing Resolutions 1 and 4. If any of Resolutions 1 and 4 are not passed by the members of the Company, the Conditions contained in the Agreements will not be capable of satisfaction and the Company will not purchase any of Standard Nickel's 9,520,000 ordinary fully paid shares in Meteore.

The Act

Part 2E.1 of the Act regulates the provision of "financial benefits" by public companies. The Company is a public company.

Section 208(1) of the Act provides that the Company can only give a financial benefit to a "related party" of the Company if the Company obtains the approval of its members in accordance with the procedures set out in Part 2E.1 of the Act.

Section 208(1) of the Act also requires the approval of the members of Tasman Resources NL (ACN 009 253 187) (Tasman) to be obtained in order for the Company to give a financial benefit to a related party of Tasman, because the Company is an entity controlled by Tasman for the purposes of section 50AA of the Act.

Section 228(2) of the Act provides that directors of public companies are related parties for the purposes of the Act. Guy Touzeau Le Page is a director, and therefore a related party, of the Company. Guy Touzeau Le Page is also a director, and therefore a related party, of Tasman.

Section 228(4) of the Act provides that an entity controlled by a related party of a public company is also a related party for the purposes of the Act. Guy Touzeau Le Page is a director of Standard Nickel and holds exactly 50% of Standard Nickel's issued ordinary fully paid share capital. Standard Nickel is an entity controlled by Guy Touzeau Le Page for the purposes of section 50AA of the Act, and therefore a related party of both the Company and Tasman.

The purchase of an asset from a related party by a public company is deemed by the Act to constitute the giving of a financial benefit to that related party.

In the circumstances, the resolution to purchase Standard Nickel's 9,520,000 ordinary fully paid shares in Meteore will result in the Company giving a financial benefit to Standard Nickel, which is a related party of the Company.

The directors of the Company consider that the purchase of Standard Nickel's 9,520,000 ordinary fully paid shares in Meteore would be reasonable in the circumstances if the Company and Standard Nickel were dealing at arm's length because, among other things, the terms and conditions of the purchase are substantially the same as the terms and conditions of the Company's purchase of all other Meteore shares, and the purchase price per share of Standard Nickel's Meteore shares is the same as the purchase price per share of all other Meteore shares (being \$0.20 per share) (however, in order to comply with Rule 10.7, the Company is required to pay the consideration by issuing Shares in the Company rather than paying cash). Section 210 of the Act provides an exception to the need to obtain member approval to the giving of a financial benefit to a related party if the financial benefit is given on terms that would be reasonable in the circumstances if the public company and the related party were dealing at arm's length. However to avoid doubt the Company is seeking member approval for the purposes of Part 2E.1 of the Act. If the approval of the Company's members is not obtained, the Company will not purchase any of Standard Nickel's 9,520,000 ordinary fully paid shares in Meteore.

For the reasons set out above, the purchase of Standard Nickel's 9,520,000 ordinary fully paid shares in Meteore will also require the approval of Tasman's members. This approval is to be sought at an extraordinary general meeting of Tasman's members to be held before this Extraordinary General Meeting. If the approval of the members of either the Company or Tasman is not obtained, the Company will not purchase any of Standard Nickel's 9,520,000 ordinary fully paid shares in Meteore.

As required by Part 2E.1 of the Act, and in particular section 219 of the Act, the following information is provided to allow the members of the Company sufficient information to determine whether or not they should approve this resolution:

1. The proposed financial benefit will be given to Standard Nickel. Standard Nickel is a company controlled by Guy Touzeau Le Page, who is a director of the Company.
1. The nature of the financial benefit is 9,250,000 in consideration for the purchase by the Company of Standard Nickel's 9,520,000 ordinary fully paid shares in Meteore.
1. Directors, Gregory Howard Solomon and Douglas Howard Solomon, recommend that members approve this resolution on the basis that member approval of the purchase of Standard Nickel's ordinary fully paid shares in Meteore is necessary to ensure that the Company acquires 100% of Meteore's current issued ordinary share capital. Guy Touzeau Le Page does not wish to make a recommendation to members about this resolution on the basis that Standard Nickel, a company he controls, has an interest in the resolution's passage.
1. Guy Touzeau Le Page has an interest in this resolution by virtue of the fact that he controls Standard Nickel for the purposes of section 50AA of the Act.
1. The directors are not aware of any other information (other than the information contained in this Explanatory Statement) that would be reasonably required by members to allow them to make a decision whether it is in the best interest of the Company to pass the resolution.

The Company will disregard any votes cast on Resolution 2 by Standard Nickel and its associates (who are all prohibited from voting).

The Rules

Rule 10.1 provides that an entity must ensure that neither it, nor any of its "child entities", acquires a "substantial asset" from, or disposes of a "substantial asset" to, a related party without the approval of holders of the entity's ordinary securities.

Under the Rules, the term related party (in relation to a body corporate) has the same meaning as that set out in section 228 of the Act. Section 228(2) of the Act provides that the directors of a public company are related parties of that public company. Guy Touzeau Le Page is a director, and therefore a related party, of the Company.

Section 228(4) of the Act provides that an entity controlled by a related party of a public company is also a related party for the purposes of the Act. Guy Touzeau Le Page is a director of Standard Nickel and holds exactly 50% of the ordinary fully paid share capital of Standard Nickel. Standard Nickel is an entity controlled by Guy Touzeau Le Page for the purposes of section 50AA of the Act, and therefore a related party of the Company.

Rule 10.2 provides than an asset is a substantial asset if its value, or the value of the consideration for it is, or in ASX's opinion is, 5% or more of the equity interests of the entity acquiring or disposing of it as set out in the latest accounts given to ASX under the Rules. The Company's most recent halfyearly accounts, which were lodged with ASX on 13 March 2008, show the Company's total equity as at 31 December 2007 to be \$5,891,297.00. The consideration for the purchase by the Company of Standard Nickel's Meteore shares is \$1,904,000.00 (to be satisfied by the issue of 9,520,000 Shares in the Company), which equates to approximately 32.3% of the equity interests of the Company. This is above the 5% threshold set by Rule 10.1.

The Company is therefore also seeking member approval for the purposes of Rule 10.1 to the purchase by the Company of Standard's Nickel's 9,520,000 ordinary fully paid shares in Meteore. If the approval of the members of the Company is not obtained, the Company will not purchase any of Standard Nickel's Meteore shares.

The Rules define child entity as including, in relation to a body corporate, an entity which is controlled by the body corporate within the meaning of section 50AA of the Act. The Company is an entity controlled by Tasman for the purposes of section 50AA of the Act. Accordingly, Rule 10.1 requires that the purchase of Standard Nickel's 9,520,000 ordinary fully paid shares in Meteore also be approved by Tasman's members. This approval is to be sought at an extraordinary general meeting of Tasman's members to be held before this Extraordinary General Meeting. If the approval of the members of either the Company or Tasman is not obtained, the Company will not purchase any of Standard Nickel's 9,520,000 ordinary fully paid shares in Meteore.

The following information is provided in accordance with Rule 10.10:

1. The Company will disregard any votes cast on Resolution 2 by a party to the transaction, including Standard Nickel, and any associates of any party to the transaction. However, the Company will not disregard a vote if:
1.1 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
1.2 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.
1. An independent expert's report on the Agreement between the Company and Standard Nickel (the subject of this Resolution 2) and the issue of Shares to GTLP (the subject of Resolution 5) is attached to this Explanatory Statement. The report is dated 20 May 2008 and produced by BDO Kendalls Corporate Finance (WA) Pty Ltd. The report states that, in the independent expert's opinion, these transactions are fair and reasonable to holders of the Company's ordinary securities whose votes are not to be disregarded on Resolution 2.

Rule 10.11 provides that unless an entity has the approval of the holders of "ordinary securities", that entity must not issue or agree to issue "equity securities" to a "related party", or a person whose relationship with the entity or a related party of the entity is, in the opinion of the ASX, such that approval should be obtained.

Shares are included in the definition of equity security under the Rules. The Shares will therefore be equity securities for the purposes of the Rules.

As set out above, Standard Nickel is a related party of the Company.

The Company is therefore also seeking member approval for the purposes of Rule 10.11 to the issue of the Shares to Standard Nickel. If the approval of the members of the Company is not obtained, the Shares will not be issued to Standard Nickel (and the Company will not purchase any of Standard Nickel's 9,250,000 ordinary fully paid shares in Meteore).

The following information is provided to members of the Company pursuant to Rule 10.13:

1. The Company proposes to issue 9,520,000 Shares to Standard Nickel, which is a company controlled by Guy Touzeau Le Page, a director of the Company.
1. The (maximum) number of Shares that will be issued to Standard Nickel is 9,520,000.
1. The Company will issue the Shares to Standard Nickel not more than 1 month after the date of this Extraordinary General Meeting.
1. The Shares will be issued to Standard Nickel, which is a company controlled by Guy Touzeau Le Page, a director of the Company.
1. The Shares will be issued to Standard Nickel as consideration for the purchase by the Company of Standard Nickel's 9,520,000 ordinary fully paid shares in Meteore, and will be issued on the same terms as, and will rank equally with, all other Shares in the Company.
1. The Company will disregard any votes on Resolution 2 by Standard Nickel or any of its associates. However, the Company will not disregard a vote if:
6.1 it is cast by Standard Nickel or any of its associates as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
6.2 it is cast by the person chairing the Extraordinary General Meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form.
1. No funds will be raised by the Company by the issue of the Shares to Standard Nickel.

Resolution 3 – Ratification of issue of 8,000,000 shares to sophisticated and/or professional investors

Background

Resolution 3 seeks member ratification for the purposes of Chapter 7 of the Rules and for all other purposes for the issue by the Company prior to the date of this Extraordinary General Meeting of 8,000,000 fully paid ordinary shares in the Company (Shares) by way of placements to sophisticated and/or professional investors (being persons to whom a disclosure statement is not required to be provided by virtue of sections 708(8) or 708(11) of the Act) at an issue price of \$0.16 per Share (raising a total of \$1,280,000.00) as set out in this Explanatory Statement.

The Shares were issued to raise funds for the Company's acquisition of Meteore, and the Company's general working capital requirements.

The Rules

Rule 7.1 prohibits a company from issuing or agreeing to issue equity securities in any 12 month period which amount to more than 15% of its ordinary securities without the approval of the holders of its ordinary securities.

In addition, equity securities issued with the prior or subsequent approval of the holders of a company's ordinary securities in accordance with Chapter 7 are not then required to be included in the 15% limit imposed by that Rule.

As set out above, the Company issued 8,000,000 Shares to sophisticated and/or professional investors prior to the date of this Extraordinary General Meeting. Prior to that issue the Company had 57,000,006 Shares on issue. The issue of the 8,000,000 Shares resulted in the Company issuing approximately 14.0% of its then total issued Share capital of 57,000,006 Shares.

Although the issue of 8,000,000 Shares to sophisticated and/or professional investors did not result in an issue in excess of the 15% threshold set by Rule 7.1, the Company seeks member ratification of the issue under Rule 7.4 so that those Shares are not then required to be included in the 15% limit imposed by that Rule 7.1.

The following information is provided in accordance with Rule 7.5:

1. The total number of Shares issued was 8,000,000.
1. Each Share was issued at a price of \$0.16 per Share. The closing market price of the Shares on 21 May 2008 (being the day prior to the date of this Explanatory Statement) was \$0.20 per Share.
1. The Shares were issued on the same terms as, and rank equally with, all other Shares in the Company, and will be (if not already) quoted on the Australian Securities Exchange.
1. The Shares were issued to sophisticated and/or professional investors (being persons to whom a disclosure document is not required to be provided by virtue of sections 708(8) or 708(11) of the Act). None of the allottees were related parties of the Company.
1. The Company intends to use the funds raised from the issue to fund the Company's acquisition of Meteore, and the Company's general working capital requirements.
1. The Company will disregard any votes cast on Resolution 3 by any person who participated in the issue. However, the Company will not disregard a vote if:
6.1 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
6.2 it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

Resolution 4 – Issue of shares to sophisticated and/or professional investors

Background

Resolution 4 seeks member approval for the purposes of Chapter 7 of the Rules and for all other purposes, and subject to members of the Company passing Resolution 1, for the Company to issue Shares of not less than \$3,392,000.00 and up to \$6,720,000.00 in value by way of placements to sophisticated and/or professional investors (being persons to whom a disclosure document is not required to be provided by virtue of sections 708(8) or 708(11) of the Act), at an issue price of \$0.16 per Share and otherwise on the terms and conditions set out in this Explanatory Statement.

The purpose of this resolution is to satisfy conditions precedent to the Company's acquisition of Meteore shares. Funds raised from the issue to sophisticated and/or professional investors will be used to fund the Company's acquisition of Meteore, and to raise further moneys for the Company's general working capital requirements.

As explained above, it is a Condition of the Company's purchase of Meteore shares under the Agreements that:

1. the Company obtain member approval to the issue of Shares in the Company to raise a minimum of \$3,392,000.00 by way of placement to sophisticated and professional investors by 4 July 2008; and
1. the Company raises not less than \$3,392,000.00 by way of placement to sophisticated and professional investors by 4 July 2008.

The issue will be conditionally underwritten by SelectInvest Pty Ltd (ACN 091 163 594) (Select) up to an amount of \$3,392,000 (or the equivalent of 21,200,000 Shares) on standard commercial terms and conditions.

The issue of Shares to sophisticated and/or professional investors pursuant to this resolution is subject to the members of the Company passing Resolution 1. If Resolution 1 is not passed by the members of the Company, no Shares will be issued to sophisticated and/or professional investors pursuant to this resolution.

As at the date of this Extraordinary General Meeting, the issued share capital of the Company (including the 8,000,000 Shares issued to sophisticated and/or professional investors referred to in Resolution 3, and assuming the issue of Shares to Standard Nickel pursuant to Resolution 2 and to GTLP and Tadea pursuant to Resolutions 5 and 6) after the issue of the Shares the subject of this Resolution 4 will be as follows:

	Shares
Current issued Share capital (including the 8,000,000	65,000,006
Shares recently issued to sophisticated and/or professional
investors referred to in Resolution 3)
Issue of Shares to Standard Nickel pursuant to resolution 2	9,520,000
Issue of Shares to GTLP and Tadea pursuant to	20,000,000
Resolutions 5 and 6
Issue of Shares to sophisticated and/or professional	21,200,000 – 42,000,000*
investors pursuant to this Resolution 4
Total new issued Share capital	115,720,006–136,520,006*

* Note: the actual number of Shares issued will depend upon the number of Shares taken up by sophisticated and/or professional investors.

The Rules

In addition, equity securities issued with the approval of the holders of a company's ordinary securities in accordance with Rule 7.1 are not then required to be included in the 15% limit imposed by that Rule.

As set out above, the Company proposes to issue Shares of not less than \$3,392,000.00 and up to \$6,720,000.00 in value to sophisticated and/or professional investors which would represent, based on the issue price of \$0.16 per Share, between 21,200,000 Shares and 42,000,000 Shares. The issue would result in the issue of Shares by the Company which amount to between approximately 32.6% and 64.6% of its total current issued Share capital of 65,000,006 Shares (including the 8,000,000 Shares recently issued to sophisticated and/or professional investors referred to in Resolution 3). When the Shares the Company proposes to issue to sophisticated and/or professional investors under this Resolution 4 are aggregated with the 9,520,000 Shares it proposes to issue to Standard Nickel and the 20,000,000 Shares which it proposes to issue in aggregate to GTLP and Tadea, the Company proposes to issue new Shares representing between approximately 78% and 110% of its total current issued Share capital.

The Company therefore seeks member approval to the issue of Shares to sophisticated and/or professional investors pursuant to Rule 7.1.

The following information is provided in accordance with Rule 7.3:

1. The maximum number of Shares that will be issued to sophisticated and/or professional investors will be 42,000,000 Shares.
1. The Company will issue the Shares as soon as practicable (but in any event not more than 3 months) after the date of the Extraordinary General Meeting.
1. The issue price of the Shares will be \$0.16 per Share. The closing market price of the Shares on 21 May 2008 (being the day prior to the date of this Explanatory Statement) was \$0.20 per Share.
1. Only persons who are sophisticated and/or professional investors (being persons to whom a disclosure document is not required to be provided by virtue of sections 708(8) or 708(11) of the Act) may participate in the issue of Shares. The names of the allottees are not ascertainable as at the date of this Explanatory Statement. None of the allottees will be related parties of the Company.
1. The Shares will be issued on the same terms as, and rank equally with, all other Shares in the Company, and will be quoted on the Australian Securities Exchange.
1. The Company intends to use funds raised from the issue to fund the Company's acquisition of Meteore shares, and to raise further moneys for the Company's general working capital requirements.
1. The Company will disregard any votes cast on Resolution 4 by the participants in the proposed Share issue under this Resolution 4 (if the names of any allottees are known as at the date of the Extraordinary General Meeting, and they are members of the Company) or a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed or any associates of any of those persons. However, the Company will not disregard a vote if:
7.1 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
7.2 it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.
1. The Company anticipates allotting the Shares progressively as soon as practicable after the date of this Extraordinary General Meeting (but in any event within the 3 month period) as and when sophisticated and/or professional investors desiring to invest funds in the Company are identified.

Resolution 5 – Issue of shares to G T Le Page & Associates Pty Ltd

Background

Resolution 5 seeks member approval for the purposes of Part 2E.1 of the Act, Chapters 7 and 10 of the Rules and for all other purposes, and subject to members of the Company passing Resolutions 1 and 4, for the Company to issue to G T Le Page & Associates Pty Ltd (A.C.N. 082 913 175) (GTLP) 10,000,000 Shares in consideration of GTLP introducing the Company to the proposed purchase of ordinary fully paid shares in Meteore, subject to, among other things, the successful acquisition by the Company of not less than 50.1% of Meteore's total issued ordinary fully paid share capital, and otherwise on the terms and conditions set out in this Explanatory Statement. The introduction of the Company to the proposed purchase of ordinary fully paid shares in Meteore was also facilitated by Tadea Pty Ltd (A.C.N. 009 064 233) (Tadea) and accordingly, in addition to the Shares referred to above, the Company has agreed to issue 10,000,000 Shares to Tadea (which is the subject of Resolution 6 below).

GTLP has been actively engaged in due diligence on Meteore and the Mount Thirsty Project for more than 12 months and has introduced the Company to the proposed acquisition of Meteore.

The capital structure of the Company as it will stand if the Shares are issued to GTLP (including the 8,000,000 Shares recently issued to sophisticated and/or professional investors referred to in Resolution 3 and assuming the issue of Shares to Standard Nickel pursuant to Resolution 2, to the sophisticated and/or professional investors pursuant to Resolution 4 and to Tadea pursuant to Resolution 6) is set out below:

	Shares
Current issued Share capital (including the 8,000,000	65,000,006
Shares recently issued to sophisticated and/or professional
investors referred to in Resolution 3)
Issue of Shares to GTLP	10,000,000
Issue of Shares to Tadea pursuant to Resolution 6	10,000,000
Issue of Shares to Standard Nickel pursuant to Resolution	9,520,000
2
Issue of Shares to sophisticated and/or professional	21,200,000 – 42,000,000*
investors pursuant to Resolution 4
Total new issued Share capital	115,720,006–136,520,006*

* Note: the actual number of Shares issued will depend upon the number of Shares taken up by sophisticated and/or professional investors.

As at 21 May 2008 (being the day prior to the date of this Explanatory Statement) the closing market price of the Company's Shares was \$0.20. On this basis, the Company estimates that the total value of the 10,000,000 Shares to be issued to GTLP would be approximately \$2,000,000.00.

The issue of Shares to GTLP is subject to satisfaction of the Conditions contained in the Agreements to purchase Meteore shares and the Company actually acquiring not less then 50.1% of the Meteore shares. Accordingly, Resolution 5 is subject to the members of the Company passing Resolutions 1 and 4. If any of Resolutions 1 and 4 are not passed by the members of the Company, no Shares will be issued to GTLP because one of the conditions attached to the issue (namely, the satisfaction of the Conditions contained in the Agreements) will not be capable of satisfaction.

Upon issuing the Shares to GTLP the Company will, subject to the requirements of the Act, the Rules, and ASX, immediately apply for quotation of the Shares on ASX.

The Act

Part 2E.1 of the Act regulates the provision of "financial benefits" by public companies. The Company is a public company.

Section 208(1) of the Act also requires the approval of Tasman's members to be obtained in order for the Company to give a financial benefit to a related party of Tasman, because the Company is an entity controlled by Tasman for the purposes of section 50AA of the Act.

Section 228(4) of the Act provides that an entity controlled by a related party of a public company is also a related party for the purposes of the Act. Guy Touzeau Le Page is the sole director of GTLP and holds all of the ordinary fully paid share capital of GTLP on trust for his family trust. GTLP is an entity controlled by Guy Touzeau Le Page for the purposes of section 50AA of the Act, and therefore a related party of both the Company and Tasman.

The Act deems the issue of shares by a public company to a related party to constitute the giving of a financial benefit to that related party.

In the circumstances, the resolution to issue Shares to GTLP will result in the Company giving a financial benefit to GTLP, which is a related party of the Company.

Guy Touzeau Le Page and his associates currently hold 989,212 Shares in the Company, or approximately 1.5% of the Company's total Share capital (including the 8,000,000 Shares recently issued to sophisticated and/or professional investors referred to in Resolution 3). Following the issue of the 10,000,000 Shares to GTLP pursuant to this Resolution 5 (and taking into account the 8,000,000 Shares recently issued to sophisticated and/or professional investors referred to in Resolution 3, the issue of a minimum of 21,200,000 Shares and a maximum of 42,000,000 Shares to sophisticated and/or professional investors pursuant to Resolution 4, the issue of 9,520,000 Shares to Standard Nickel pursuant to Resolution 2 and the issue of 10,000,000 Shares to Tadea pursuant to Resolution 6), Guy Touzeau Le Page and his associates will hold between approximately 15% and 17.7% of the Company's total Share capital.

For the reasons set out above, the issue of Shares to GTLP will also require the approval of Tasman's members. This approval is to be sought at an extraordinary general meeting of Tasman's members to be held before this Extraordinary General Meeting. If the approval of the members of either the Company or Tasman is not obtained, the Shares will not be issued to GTLP.

1. The proposed financial benefit will be given to GTLP. GTLP is a company controlled by Guy Touzeau Le Page, who is a director of the Company.
1. The nature of the financial benefit is the issue to GTLP of 10,000,000 Shares in the Company.
1. Directors, Gregory Howard Solomon and Douglas Howard Solomon, recommend that members approve this resolution on the basis that the Shares are being issued to GTLP in consideration of GTLP introducing the Company to the proposed acquisition of Meteore. Guy Touzeau Le Page does not wish to make a recommendation to members about this resolution on the basis that GTLP, a company he controls, has an interest in the resolution's passage.
1. Guy Touzeau Le Page has an interest in this resolution by virtue of the fact that the Shares are being issued to GTLP, a company he controls.
1. The directors are not aware of any other information (other than the information contained in this Explanatory Statement) that would be reasonably required by members to allow them to make a decision whether it is in the best interest of the Company to pass the resolution.

The Company will disregard any votes cast on Resolution 5 by GTLP and its associates (who are all prohibited from voting).

The Rules

Shares are included in the definition of equity security under the Rules. The Shares will therefore be equity securities for the purposes of the Rules.

The Company is therefore also seeking member approval for the purposes of Rule 10.11 to the issue of the Shares to GTLP. If the approval of the members of the Company is not obtained, the Shares will not be issued to GTLP.

The following information is provided to members of the Company pursuant to Rule 10.13:

1. Subject to satisfaction of the Conditions contained in the Agreements to purchase Meteore shares (which will require, without limitation, the members of the Company passing Resolutions 1 and 4) and the Company actually acquiring not less than 50.1% of the Meteore shares, the Company proposes to issue 10,000,000 Shares to GTLP, which is a company controlled by Guy Touzeau Le Page, a director of the Company.
1. The (maximum) number of Shares that will be issued to GTLP is 10,000,000.
1. The Company will issue the Shares to GTLP not more than 1 month after the date of this Extraordinary General Meeting.
1. The Shares will be issued to GTLP, which is a company controlled by Guy Touzeau Le Page, a director of the Company.
1. The Shares will be issued in consideration of GTLP introducing the Company to the proposed acquisition of Meteore, and will be issued on the same terms as, and will rank equally with, all other Shares in the Company. As at 21 May 2008 (being the day prior to the date of this Explanatory Statement), the closing market price of the Shares was \$0.20 per Share, making the approximate value of the consideration \$2,000,000.
1. The Company will disregard any votes on Resolution 5 by GTLP or any of its associates. However, the Company will not disregard a vote if:
6.1 it is cast by GTLP or any of its associates as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
6.2 it is cast by the person chairing the Extraordinary General Meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form.
1. No funds will be raised by the Company by the issue of the Shares to GTLP.

Whilst the Company does not consider Rule 10.1 to apply to the proposed issue of Shares to GTLP pursuant to this Resolution 5 (on the basis that the proposed issue by it of Shares to GTLP in consideration of its introduction of the Meteore transaction neither results in it acquiring an asset from, or disposing of an asset to, GTLP), it is also seeking member approval for the purposes of Rule 10.1 to avoid any doubt on this issue.

As set out above, GTLP is a related party of the Company.

The Rules define child entity as including, in relation to a body corporate, an entity which is controlled by the body corporate within the meaning of section 50AA of the Act. The Company is an entity controlled by Tasman for the purposes of section 50AA of the Act. Accordingly, approval by Tasman's members to the proposed issue of Shares to GTLP will also be sought for the purposes of Rule 10.1. This approval is to be sought at an extraordinary general meeting of Tasman's members to be held before this Extraordinary General Meeting. If the approval of the members of either the Company or Tasman is not obtained, the Company will not issue to GTLP the Shares the subject of this Resolution 5.

The following information is provided in accordance with Rule 10.10:

1. The Company will disregard any votes cast on Resolution 5 by a party to the transaction, including GTLP, and any associates of any party to the transaction. However, the Company will not disregard a vote if:
1.1 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
1.2 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.
1. An independent expert's report on the Agreement between the Company and Standard Nickel (the subject of Resolution 2) and the issue of Shares to GTLP (the subject of this Resolution) is attached to this Explanatory Statement. The report is dated 20 May 2008 and produced by BDO Kendalls Corporate Finance (WA) Pty Ltd. The report states that, in the independent expert's opinion, these transactions are fair and reasonable to holders of the Company's ordinary securities whose votes are not to be disregarded on Resolution 5.

Rule 7.1 also prohibits an entity from issuing or agreeing to issue equity securities in any 12 month period which amount to more than 15% of its ordinary securities, unless it obtains the approval of holders of its ordinary securities.

As at the date of this Extraordinary General Meeting, the Company has 65,000,006 Shares on issue. In the circumstances, the issue of Shares to GTLP pursuant to this resolution will result in the Company issuing equity securities which amount to approximately 15.4% of its ordinary securities. Since this exceeds the 15% threshold set by Rule 7.1, the approval of the Company's members to the issue under Rule 7.1 would normally be required. However, Rule 7.2 provides an exception where an issue is made with the approval of holders of securities under Rule 10.11. Accordingly, if approval is given by the Company's members under Rule 10.11 as above, approval is not also required under Rule 7.1.

Background

Resolution 6 seeks member approval for the purposes of Chapter 7 of the Rules and for all other purposes, and subject to members of the Company passing Resolutions 1 and 4, for the Company to issue to Tadea 10,000,000 Shares in consideration of Tadea introducing the Company to the proposed purchase of ordinary fully paid shares in Meteore, subject to, among other things, the successful acquisition by the Company of not less than 50.1% of Meteore's total issued ordinary fully paid share capital, and otherwise on the terms and conditions set out in this Explanatory Statement. The introduction of the Company to the proposed purchase of ordinary fully paid shares in Meteore was also facilitated by GTLP and accordingly, in addition to the Shares referred to above, the Company has agreed to issue 10,000,000 Shares to GTLP (which is the subject of Resolution 5 above).

Tadea has been actively engaged in due diligence on Meteore and the Mount Thirsty Project for more than 12 months and has introduced the Company to the proposed acquisition of Meteore.

The capital structure of the Company as it will stand if the Shares are issued to Tadea (including the 8,000,000 Shares recently issued to sophisticated and/or professional investors referred to in Resolution 3 and assuming the issue of Shares to Standard Nickel pursuant to Resolution 2, to the sophisticated and/or professional investors pursuant to Resolution 4 and to GTLP pursuant to resolution 5) is set out below:

	Shares
Current issued Share capital (including the 8,000,000	65,000,006
Shares recently issued to sophisticated and/or professional
investors referred to in Resolution 3)
Issue of Shares to Tadea	10,000,000
Issue of Shares to GTLP pursuant to Resolution 5	10,000,000
Issue of Shares to Standard Nickel pursuant to Resolution	9,520,000
2
Issue of Shares to sophisticated and/or professional	21,200,000 – 42,000,000*
investors pursuant to Resolution 4
Total new issued Share capital	115,720,006–136,520,006*

* Note: the actual number of Shares issued will depend upon the number of Shares taken up by sophisticated and/or professional investors.

The issue of Shares to Tadea is subject to satisfaction of the Conditions contained in the Agreements to purchase Meteore shares and the Company actually acquiring not less then 50.1% of the Meteore shares. Accordingly, Resolution 6 is subject to the members of the Company passing Resolutions 1 and 4. If any of Resolutions 1 and 4 are not passed by the members of the Company, no Shares will be issued to Tadea because one of the conditions attached to the issue (namely, the satisfaction of the Conditions contained in the Agreements) will not be capable of satisfaction.

Upon issuing the Shares to Tadea the Company will, subject to the requirements of the Act, the Rules, and ASX, immediately apply for quotation of the Shares on ASX.

The Rules

As set out above, the Company proposes to issue 10,000,000 Shares to Tadea. The issue would result in the issue of Shares by the Company which will amount to 15.38% of its total current issued Share capital of 65,000,006 Shares (including the 8,000,000 Shares recently issued to sophisticated and/or professional investors referred to in Resolution 3). When the Shares the Company proposes to issue to Tadea under this Resolution 6 are aggregated with the Shares it proposes to issue to sophisticated and/or professional investors under Resolution 4, the 9,520,000 Shares it proposes to issue to Standard Nickel under Resolution 2 and the 10,000,000 Shares which it proposes to issue to GTLP under Resolution 5, the Company proposes to issue new Shares representing between approximately 78% and 110% of its total current issued Share capital.

Tadea and its associates currently hold 1,625,575 Shares in the Company, or approximately 2.5% of the Company's total Share capital (including the 8,000,000 Shares recently issued to sophisticated and/or professional investors referred to in Resolution 3). Following the issue of the 10,000,000 Shares to Tadea pursuant to this Resolution 6 (and taking into account the 8,000,000 Shares recently issued to sophisticated and/or professional investors referred to in Resolution 3, the issue of a minimum of 21,200,000 Shares and a maximum of 42,000,000 Shares to sophisticated and/or professional investors pursuant to Resolution 4, the issue of 9,520,000 Shares to Standard Nickel pursuant to Resolution 2 and the issue of 10,000,000 to GTLP pursuant to Resolution 5), Tadea and its associates will hold between approximately 15.5% and 18.3% of the Company's total Share capital.

The Company therefore seeks member approval to the issue of Shares to Tadea pursuant to Rule 7.1.

The following information is provided in accordance with Rule 7.3:

1. The maximum number of Shares that will be issued to Tadea will be 10,000,000 Shares.
1. The Company will issue the Shares as soon as practicable (but in any event not more than 3 months) after the date of the Extraordinary General Meeting.
1. The Shares are not being issued for cash consideration (but in consideration of the introduction of the Meteore share acquisition to the Company). The closing market price of the Shares on 21 May 2008 (being the day prior to the date of this Explanatory Statement) was \$0.20 per Share.
1. The Shares will be issued to Tadea, who is not a related party of the Company.
1. The Shares will be issued on the same terms as, and rank equally with, all other Shares in the Company, and will be quoted on the Australian Securities Exchange.
1. No funds will be raised from the issue of the Shares to Tadea.
1. The Company will disregard any votes cast on Resolution 6 by Tadea or any of its associates. However, the Company will not disregard a vote if:
7.1 it is cast by Tadea as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
7.2 it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.
1. The Company anticipates allotting the Shares immediately after the settlement of the Agreements referred to in Resolution 1 (which will occur within 3 months of the date of this Extraordinary General Meeting).

FINANCIAL SERVICES GUIDE AND INDEPENDENT EXPERT'S REPORT FISSION ENERGY LIMITED 20 May 2008

BDO Kendalls Corporate Finance (WA) Pty Ltd Level 8, 256 St Georges Terrace Perth WA 6000 PO Box 7426 Cloisters Square Perth WA 6850 Phone 61 9360 4200 Fax 61 9481 2524

[email protected] www.bdo.com.au

ABN 27 124 031 045 AFS Licence No. 316158

Financial Services Guide

20 May 2008

BDO Kendalls Corporate Finance (WA) Pty Ltd ABN 27 124 031 045 ("BDO Kendalls" or "we" or "us" or "ours" as appropriate) has been engaged by Fission Energy Limited ("Fission") to provide an independent expert's report on the proposed acquisition of Meteore Metals Limited. You will be provided with a copy of our report as a retail client because you are a shareholder of Fission.

Financial Services Guide

In the above circumstances we are required to issue to you, as a retail client, a Financial Services Guide ("FSG"). This FSG is designed to help retail clients make a decision as to their use of the general financial product advice and to ensure that we comply with our obligations as financial services licensees.

This FSG includes information about:

♦ Who we are and how we can be contacted;
♦ The services we are authorised to provide under our Australian Financial Services Licence, Licence No. 316158;
♦ Remuneration that we and/or our staff and any associates receive in connection with the general financial product advice;
♦ Any relevant associations or relationships we have; and
♦ Our internal and external complaints handling procedures and how you may access them.

Information about us

BDO Kendalls Corporate Finance (WA) Pty Ltd is a member firm of the BDO Kendalls network in Australia, a national association of separate partnerships and entities. The financial product advice in our report is provided by BDO Kendalls Corporate Finance (WA) Pty Ltd and not by BDO Kendalls or its related entities. BDO Kendalls and its related entities provide services primarily in the areas of audit, tax, consulting and financial advisory services.

We do not have any formal associations or relationships with any entities that are issuers of financial products. However, you should note that we and BDO Kendalls (and its related entities) might from time to time provide professional services to financial product issuers in the ordinary course of business.

Financial services we are licensed to provide

We hold an Australian Financial Services Licence that authorises us to provide general financial product advice for securities to retail and wholesale clients.

When we provide the authorised financial services we are engaged to provide expert reports in connection with the financial product of another person. Our reports indicate who has engaged us and the nature of the report we have been engaged to provide. When we provide the authorised services we are not acting for you.

General Financial Product Advice

We only provide general financial product advice, not personal financial product advice. Our report does not take into account your personal objectives, financial situation or needs.

You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on the advice

Financial Services Guide

Page 2

Fees, Commissions and Other Benefits that we may receive

We charge fees for providing reports, including this report. These fees are negotiated and agreed with the person who engages us to provide the report. Fees are agreed on an hourly basis or as a fixed amount depending on the terms of the agreement. The fee for this engagement is approximately \$30,000.

Except for the fees referred to above, neither BDO Kendalls, nor any of its directors, employees or related entities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of the report.

Other Engagements

BDO Kendalls was appointed to act as the investigating accountant to the proposed ASX listing of Meteore. BDO Kendalls received approximately \$9,000 in relation to this.

Remuneration or other benefits received by our employees

All our employees receive a salary. Our employees are eligible for bonuses based on overall productivity but not directly in connection with any engagement for the provision of a report.

We have received a fee from Fission for our professional services in providing this report. That fee is not linked in any way with our opinion as expressed in this report.

Referrals

We do not pay commissions or provide any other benefits to any person for referring customers to us in connection with the reports that we are licensed to provide.

Complaints resolution

Internal complaints resolution process

As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing addressed to The Complaints Officer, BDO Kendalls Corporate Finance (WA) Pty Ltd, PO Box 7426 Cloisters Square, Perth WA 6850.

When we receive a written complaint we will record the complaint, acknowledge receipt of the complaint within 15 days and investigate the issues raised. As soon as practical, and not more than 45 days after receiving the written complaint, we will advise the complainant in writing of our determination.

Referral to External Dispute Resolution Scheme

A complainant not satisfied with the outcome of the above process, or our determination, has the right to refer the matter to the Financial Industry Complaints Service Limited ("FICS"). FICS is an independent company that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial service industry. FICS will be able to advise you as to whether or not they can be of assistance in this matter. Our FICS Membership Number is F-5066.

Further details about FICS are available at the FICS website www.fics.asn.au or by contacting them directly via the details set out below.

Financial Industry Complaints Services Limited PO Box 579 Collins Street West Melbourne VIC 8007 Toll free: 1300 780 808 Facsimile: (03) 9621 2291 Email: [email protected]

Contact details

You may contact us using the details set out at the top of our letterhead on page 1 of this FSG.

FISSION ENERGY LIMITED

INDEPENDENT EXPERT'S REPORT

1.	I N TRO D UC TI O N 1
2.	S U M M A RY A ND OP I NI O N 1
3.	O U TLI NE O F THE TR AN S AC TI O N 2
4.	RE P O R T RE Q UI R E ME N TS 4
5.	BA S I S O F E V ALU ATI O N 4
6.	P R O FI LE O F FI S S I O N 5
7.	P R O FI LE O F M E TE O RE 9
8.	NI CK E L AN D CO BA LT I N D U S TR Y ANA LY S I S 12
9.	V A LU ATI O N M E TH O DO L O G I E S 16
10.	V A LU ATI O N O F M E TE O RE 18
11.	V A LU ATI O N O F THE C O N S I DE RA TI O N P AY A BLE 19
12.	I S TH E TRA NS AC TI O N F A I R? 23
13.	O TH E R C O NS I D E RA TI O NS 23
14.	I S TH E TRA NS AC TI O N R E A S O NA BLE? 23
15.	P O S I TI O N I F TRA NS AC TI O N I S AC CE P TE D 24
16.	CO NC LUS I O N 25
17.	S O UR CE S O F I NFO RM A TI O N 25
18.	I N DE P E N DE N CE 25
19.	Q U ALI FI CA TI O N S 26
20.	DI S C LAI M E RS AN D CO NS E N TS 26
	Appendix One - Glossary
	Appendix Two – Independent Geologist Report prepared by 189 Projects Pty Ltd

BDO Kendalls Corporate Finance (WA) Pty Ltd Level 8, 256 St Georges Terrace Perth WA 6000 PO Box 7426 Cloisters Square Perth WA 6850 Phone 61 9360 4200 Fax 61 9481 2524

[email protected] www.bdo.com.au

ABN 27 124 031 045 20 May 2008 AFS Licence No. 316158

Fission Energy Limited Level 40, Exchange Plaza 2 The Esplanade Perth, WA 6000

Dear Sirs

INDEPENDENT EXPERT'S REPORT – FISSION ENERGY LIMITED

1. I N TRO DU C TI O N

BDO Kendalls Corporate Finance (WA) Pty Ltd ("BDO Kendalls") has been engaged by Fission Energy Limited ("Fission") to prepare an Independent Expert's Report ("our Report") to express an opinion as to whether or not the proposed acquisition of shares in Meteore Metals Limited ("Meteore"), from Standard Nickel Pty Ltd and the issue of shares to GT Le Page and Associates Pty Ltd ("GT Le Page and Associates") ("the Transaction") is fair and reasonable to non-associated shareholders of Fission ("Shareholders").

Our Report is to be included in the Explanatory Memorandum for Fission to be sent to all Shareholders to assist them in deciding whether to accept or reject the Transaction.

2. S UM M A RY A ND OP I NI O N

2.1 Opinion

We have considered the terms of the Transaction as outlined in the body of this report and have concluded that the Transaction is fair and reasonable to Shareholders.

We believe that the Directors would be justified in recommending that Shareholders vote in favour of the Transaction.

2.2 Fairness

In Section 10 we determined the value of Meteore and in section 11.3 we determined the value of the consideration paid for Meteore. As our preferred valuation of Meteore is higher than the consideration payable we have considered the Transaction as fair.

	Value per Share
	Low	Preferred	High
Value of Meteore (Section 10)	1,474,077	20,324,077	55,894,077
Consideration payable (Section 11.3)	10,819,200	10,819,200	10,819,200

The above valuation ranges are graphically presented as follows:

The above pricing indicates that the Transaction is fair for Shareholders based on the preferred valuation of Meteore.

2.3 Reasonableness

We have considered the analysis in Sections 13 and 15 of this report, in terms of both

Advantages and disadvantages of the Transaction; or
alternatives, including the position of Shareholders if the Transaction does not proceed.

In our opinion, the position of Shareholders if the Transaction proceeds is more advantageous than the position if the Transaction does not proceed. Accordingly, we believe that the Transaction is reasonable for Shareholders.

ADVANTAGES AND DISADVANTAGES
Section	Advantages	Section	Disadvantages
15.1.1	The Transaction is Fair	15.2.1	Dilution of control over the Company of existing shareholders
15.1.2	Exposure to the Mt Thirsty Project held by Meteore	15.2.2	Increased Funding Pressure
15.1.3	Potential for increased Market Capitalisation	15.2.3	Unwanted Diversification of Portfolio
15.1.4	Increased Attractiveness of Fission Shares	15.2.4	Forecasted decreases in Nickel and Cobalt prices

The respective advantages and disadvantages considered are summarised below:

3. O U TLI NE O F TH E TR A NS AC TI O N

On 21 April 2008 the Company announced that it had signed Sale and Purchase Agreements on 18 April 2008 to acquire all of the issued capital in Meteore. The general meeting that will be held on or around 30 June 2008 will consider six resolutions. These six resolutions have been summarised below.

Resolution One covers the acquisition of up to 40,000,000 Meteore shares by Fission. The acquisition price is 20 cents per share equating to a total consideration price of \$8,000,000 payable by Fission to the shareholders of Meteore in the form of cash of \$6,096,000 and 9,520,000 Fission shares ("Resolution 1").

Resolution Two is for the approval of the purchase of 9,520,000 Meteore shares from Standard Nickel Pty Limited ("Standard Nickel") ("Resolution 2"). Guy Le Page is a

director of Standard Nickel. It should be noted that the 9,520,000 shares are included within the 40,000,000 shares noted in Resolution One.

Resolution Three is in regards to the ratification of the issue of 8,000,000 shares to sophisticated and professional investors at \$0.16 per share ("Resolution 3").

Resolution Four is in regards to a placement of shares to raise between \$3,392,000 and \$6,720,000. The placement price of these shares is \$0.16 per share ("Resolution 4").

Resolutions Five and Six are in relation to the issue of 10,000,000 shares to each of GT Le Page and Associates and to Tadea Pty Ltd ("Tadea") respectively in consideration for introducing the Company to the proposed purchase of all the ordinary fully paid shares in Meteore ("Resolutions 5 and 6").

Resolution 1 and 4 are interdependent. This means that neither of these resolutions can proceed if the other is not approved by shareholders. Resolutions 2, 5 and 6 are subject to Resolutions 1 and 4 proceeding. This means that if either of Resolutions 1 or 4 are not approved then Resolution 2, 5 or 6 will not proceed. Resolution 3 is not dependent on the approval of any of the other resolutions.

	Pre Transaction Share Structure	Post Transaction Share Post Transaction Share Structure – Low Structure – High
Number of Shares	Number	%	Number	%	Number	%
Current Fission Shareholders	57,000,006	100.00	57,000,006	49.26	57,000,006	41.75
Tadea Pty Ltd	~	~	10,000,000	8.64	10,000,000	7.32
GT Le Page and Associates Pty Ltd
	~	~	10,000,000	8.64	10,000,000	7.32
Standard Nickel	~	~	9,520,000	8.23	9,520,000	6.97
Placement to sophisticated or professional investors	~	~	8,000,000	6.91	8,000,000	5.86
New Shareholders – Placement
Total	~ 57,000,006	~ 100.00	21,200,000 115,720,006	18.32 100.00	42,000,000 136,520,006	30.76 100.00

The capital structure of Fission after the Transaction has been summarised as below.

4. RE P O R T RE Q UI R E M E N TS

4.1 ASX Listing Rule 10.1 requires that a listed entity must obtain shareholders' approval before it acquires a substantial asset, when the consideration to be paid on the acquisition constitutes more than 5% of the equity interest of that entity at the date of the last audited accounts.

Listing Rule 10.1 applies where the vendor of the relevant assets is a related party of the listed entity.

For the purposes of the Transaction, Guy Le Page is a director of Fission Energy Limited, a director of Standard Nickel Pty Ltd and a director of GT Le Page and Associates. Guy Le Page is also a significant shareholder in both Standard Nickel and GT Le Page and Associates. As Fission will issue Standard Nickel 9,520,000 Fission shares for 9,520,000 Meteore shares if Resolution 2 is approved and Fission will issue GT Le Page and Associates 10,000,000 shares if Resolution 5 is approved Listing Rule 10.1 applies to the Transaction.

4.2 Listing Rule 10.10.2 requires the Notice of Meeting for shareholders' approval to be accompanied by a report by an independent expert expressing their opinion as to whether the transaction is fair and reasonable to the shareholders whose votes are not to be disregarded in respect of the transaction ("non-associated shareholders").

Accordingly, an independent experts' report is required for the acquisition of Meteore shares by Fission from Standard Nickel and for the issue of shares by Fission to GT Le Page & Associates. The report should provide an opinion by the expert stating whether or not the terms and conditions in relation thereto are fair and reasonable to nonassociated shareholders of Fission.

5. BA S I S O F E V ALU A TI O N

5.1 Regulatory Guidance

In determining whether the Transaction is fair and reasonable, we have had regard to the views expressed by the Australian Securities and Investments Commission ("ASIC") in Regulatory Guide 111: Content of Expert Reports. This Regulatory Guide suggests that an opinion as to whether transactions are fair and reasonable should focus on the purpose and outcome of the transaction, that is, the substance of the transaction rather than the legal mechanism to effect the transaction.

In our opinion the Transaction is a control transaction as defined by RG 111 and we have therefore assessed the Transaction to consider whether in our opinion it is fair and reasonable to Shareholders.

5.2 Adopted Basis of Evaluation

Having regard to RG 111, BDO Kendalls has completed this comparison in two parts:

A comparison between the value of Standard Nickel's shares and the consideration offered by Fission (fairness – see Section 12 "Is the Transaction Fair?"); and
An investigation into other significant factors to which Shareholders might give consideration, prior to approving the resolutions, after reference to the value derived above (reasonableness – see Section 14 "Is the Transaction Reasonable?").

5.3 The Transaction could be considered "reasonable" if there are sufficient reasons to approve the Transaction, notwithstanding that it may not be regarded as "fair" to Shareholders.

6. P RO FI LE O F FI S S I O N

6.1 History

Fission Energy Limited is a uranium exploration company based in Perth, Western Australia. Fission was incorporated on 18 March 2006. Fission was spun out of Tasman Resources NL ("Tasman") and listed on the Australian Securities Exchange in June 2007 after raising \$6 million.

Fission has four uranium projects on the Gawler Craton in South Australia covering a total area of approximately 8,000 square kilometres. Wynbring, Garford and Parkinson Dam are prospective for palaeochannel hosted and other types of uranium deposits.

Fission also holds exploration licences over areas on the Yilgarn Craton for sediment-hosted uranium.

6.2 Capital Structure

6.2.1 Capital Structure - Shares

The capital structure of Fission as at 1 May 2008 was as follows:

Ordinary Shares	1 May 2008
Total Ordinary Shares on Issue	57,000,006
Top Twenty Shareholders – Ordinary Shares	35,017,392
Top Twenty Shareholders - % of Ordinary Shares on Issue	61.43
Source: Fission Share Registry report as at 1 May 2008

The spread of Fission shareholders as at 1 May 2008 was as follows:

Range of Shares Held	No. of Ordinary Shareholders	No. of Ordinary Shares
1-1,000	5	561
1,001-5,000	78	261,350
5,001-10,000	232	2,249,964
10,001-100,000	408	14,477,434
100,001 – and over	53	40,010,697
TOTAL	776	57,000,006

Source: Fission Share Registry report as at 1 May 2008

The number of shares held by the most substantial shareholders as at 1 May 2008 is detailed below:

Shareholder	Ordinary Shares	% Shares Held
Tasman Resources NL	25,000,000	43.86
RBC Dexia Investors Services Australia Nominees Pty Limited	2,016,712	3.53
Mr Miguel Rodolfo Laborde	1,319,440	2.31
Taycol Nominees Pty Ltd	1,250,000	2.19

Source: Fission Share Registry report as at 1 May 2008

6.2.2 Capital Structure - Options

Options	1 May 2008
Total Options on Issue	28,499,994
Top Twenty Shareholders – Options	20,000,410
Top Twenty Shareholders - % of Options on Issue	70.17%
Source: Fission Option Registry report as at 1 May 2008

The spread of Fission option holders as at 1 May 2008 was as follows:

Range of Options Held	No. of Ordinary Option holders	No. of Options
1-1,000	10	8,793
1,001-5,000	205	862,331
5,001-10,000	94	780,112
10,001-100,000	193	6,005,848
100,001 – and over	28	20,842,910
TOTAL	530	28,499,994

Source: Fission Share Registry report as at 1 May 2008

The number of Options held by the most substantial option holders as at 1 May 2008 is detailed below:

Shareholder	Options	% Options Held
Tasman Resources NL	12,500,000	43.86
Taycol Nominees Pty Ltd	1,524,911	5.35
Mousetrap Nominees Pty Ltd	800,000	2.81
Wobbly Investments Pty Ltd	632,500	2.22

Source: Fission Share Registry report as at 1 May 2008

6.3 Historical Balance Sheet

	Reviewed	Audited
	As at	As at
Fission Energy Limited	31 December	30 June
	2007 \$	2007 \$

CURRENT ASSETS
Cash and cash equivalents	5,734,490	5,773,797
Trade and other receivables	22,299	42,530
TOTAL CURRENT ASSETS	5,756,789	5,816,327
NON-CURRENT ASSETS
Property, plant and equipment	52,275	3,024
Intangible assets	2,480	345
Other non-current assets	292,656	78,580
TOTAL NON-CURRENT ASSETS	347,411	81,949

TOTAL ASSETS	6,104,200	5,898,276
CURRENT LIABILITIES
Trade and other payables	212,903	110,270
TOTAL CURRENT LIABILITIES	212,903	110,270

TOTAL LIABILITIES	212,903	110,270

NET ASSETS	5,891,297	5,788,006
EQUITY
Issued capital	6,118,645	5,853,634
Accumulated Profits	(227,348)	(65,628)
TOTAL EQUITY	5,891,297	5,788,006

Source: Fission December 2007 Half Yearly Review Report and Fission Annual Report for June 2007.

6.4 Historical Income Statements

Fission Energy Limited	Reviewed Half Year 31 December 2007	Audited Financial Year 30 June 2007
	\$	\$
Revenue	203,354	4,243
Expenses
Employee benefits expense	(198,843)	~
Depreciation and amortisation expense	(3,376)	(131)
Exploration expenditure written off	(4,018)	~
Administration expenses	(158,837)	(68,525)
Loss for period	(161,720)	(64,413)

Source: Fission December 2007 Half Yearly Review Report and Fission Annual Report for June 2007.

6.5 Commentary on the Historical Balance Sheet and Historical Income Statement

Fission raised \$6,000,000 from an IPO on 18 June 2007. Since listing on the ASX there have been no significant transactions entered into by Fission prior to the proposed Transaction.

Revenue is interest income. Employee benefits expenses relate to the directors and senior management. Administration expenses relate to geologists' salaries which have been on charged from Tasman Resources and management fees payable to Princebook for the provision of administrative services.

7. P RO FI LE O F M E TE O RE

7.1 History

Meteore Metals Limited is a nickel-cobalt oxide exploration company based in Perth, Western Australia. Meteore was incorporated on 7 August 2001 as Select Minerals Pty Ltd ("Select"). On 4 February 2008 Select converted from a proprietary company to a public company and changed its name to Meteore Metals Limited.

Meteore acquired the Mt Thirsty nickel-cobalt project on 27 January 2005 from Shields Contracting Pty Limited ("Shields"), Renwick Nominees Pty Limited and Donald Stephen McManus ("Renwick/McManus"). Meteore paid a consideration of \$180,000 with additional consideration to be paid to Shields Contracting Pty Ltd of \$375,000 and \$125,000 in total to Renwick Nominees Pty Ltd and Donald Stephen McManus at any time prior to a date 7 days after the date upon which Meteore, or its successor or assignee, commences commercial production of any mineral from the area of the tenements.

Meteore manage the Mt Thirsty nickel-cobalt oxide project near Norseman in Western Australia. Further information on the Mt Thirsty project is provided in the independent geologists report prepared by 189 Projects (Appendix 2).

The Company entered into an option agreement with Barra Resources Limited ("Barra") in December 2006 whereby Barra would provide project exploration funding of \$500,000 to earn a 50% interest in Meteore. To complete the agreement Meteore was required to list on the ASX by 1 March 2008. This did not eventuate partly due to the downturn in the market. As the completion conditions were not met Barra was not entitled to acquire the option shares and Barra acquired a 50 percent undivided interest under a Joint venture arrangement in the Mt Thirsty nickel-cobalt project.

Meteore had 10 million ordinary shares on issue. The Meteore shares were split on the ratio of four for every one currently held on 8 May 2008 such that immediately following the share split the Company had 40 million ordinary shares on issue. Meteore currently has 40 million ordinary shares on issue.

7.2 Capital Structure

The capital structure of Meteore as at 8 May 2008 is outlined below:

	Details
Total Ordinary Shares on Issue	40,000,000
Top 3 Shareholders	29,320,000
Top 3 Shareholders - % of shares on issue	73.30%

Source: Meteore Share Registry as 8 May 2008

The range of shares held as at 8 May 2008 is as follows:

Range of Shares Held	No of Ordinary Shareholders
1 - 1,000	-
1,001 - 5,000	-
5,001 - 10,000	-
10,001 - 100,000	-
100,001 – 1,000,000	2
1,000,001 – and over	8
TOTAL	10

Source: Meteore Share Registry as 8 May 2008

The ordinary shares held by the most substantial shareholders as at 8 May 2008 is detailed below:

Name	No of Ordinary	Percentage of
	Shares Held	Issued Shares
John Joseph Andreazza	12,760,000	31.90
Standard Nickel Pty Ltd	9,520,000	23.80
Michael Anthony Warner	7,040,000	17.60
Total Top 3	29,320,000	73.30%
Others	10,680,000	26.70%
Total Ordinary Shares on Issue	40,000,000	100.00%

Source: Meteore Share Registry as 8 May 2008

7.3 Historical Balance Sheet

	Unaudited	Unaudited
	As at	As at
Meteore Metals Limited	31 March 2008	30 June 2007
	\$	\$
CURRENT ASSETS
Cash and cash equivalents	1,273	726
Trade and other receivables	3,331	1,912
TOTAL CURRENT ASSETS	4,604	2,638
NON-CURRENT ASSETS
Exploration and evaluation expenditure	309,005	308,728
Intangible assets	2,272	-
TOTAL NON-CURRENT ASSETS	311,277	308,728

TOTAL ASSETS	315,881	311,366
CURRENT LIABILITIES
Trade and other payables	25,030	13,890
Related party payables	95,745	53,388
TOTAL CURRENT LIABILITIES	120,775	67,278
NON-CURRENT LIABILITIES
Related Party Payables	282,025	282,025
TOTAL NON-CURRENT LIABILITIES	282,025	282,025
TOTAL LIABILITIES
	402,800	349,303
NET ASSETS	(86,919)	(37,937)

EQUITY
Issued capital Accumulated Profits	100	100
	(87,019)	(38,037)
TOTAL EQUITY	(86,919)	(37,937)

Source: Meteore March 2008 and June 2007 Management accounts.

7.4 Historical Income Statements

Meteore Metals Limited	Unaudited Nine months to 31 March 2008	Unaudited for the year ended 30 June 2007
	\$	\$
Revenue	857	273
Expenses
Legal costs	34,782	8,820
Borrowing costs	4,479	8,753
Travel costs	4,632	4,461
Administration expenses	5,946	8,355
Total expenditure	49,839	30,389

Loss for period	(48,982)	(30,116)

Source: Meteore March 2008 and June 2007 Management accounts.

7.5 Commentary on the Historical Balance Sheet and Historical Income Statement

Exploration assets are in relation to exploration assets at the Mt Thirsty Nickel-Cobalt project.

8. NI CK E L AN D CO BA LT I N DU S TR Y ANA LY S I S

8.1 Nickel in Australia and Western Australia

World production of Nickel is 1,660,000 tonnes per year of which Australia produces approximately one eighth. More than 90 percent of Australia's resources occur in Western Australia. Western Australia has about 11 percent of the world economic nickel resources and is ranked third after Russia and Canada. The Mt Thirsty Nickel-Cobalt project is situated approximately 20 km from Norseman in Western Australia.

8.2 Cobalt in Australia and Western Australia

Cobalt is largely a copper and nickel mining by-product, with annual production rarely exceeding 65,000 tons, of which Western Australia produces approximately 20 percent. Cobalt is now found in a growing range of rechargeable batteries, super alloys such as turbine blades in jet engines, chemicals such as dyes and pigments, wear resistant alloys, catalysts including gas-to-liquid converters, and high performance magnets.

8.3 Historical nickel prices

The price of nickel has experienced volatility over the last twenty years. In the first half of the 1990s the economic collapse of the former "Eastern Bloc" countries resulted in a surge of nickel exports that drove nickel prices lower than the cash costs of production resulting in the reduced nickel production in the "West".

Until 2003 the nickel cash price remained below US\$10,000 per tonne. The price breached US\$14,000 per tonne in 2005 and then escalated dramatically through 2006 before peaking at an average of US\$52,179 per tonne in May 2007.

The nickel market registered a deficit of about 44,000 tonnes in 2006, but this cannot explain the degree of price escalation through 2007. The collapse of the nickel price to an average of

US\$27,652 in August 2007 would seem to indicate that speculative investment as well as strong market fundamentals played a part in the price bubble.

The cash nickel price per the London Metal Exchange on Monday 5 May 2008 was USD\$27,595 per tonne (AUD\$29,540).

10 Year Nickel Price History

Source: Bloomberg

8.4 Historical Cobalt Prices

Speculative buying and consumer demand in the face of supply constraints in the Democratic Republic of Congo (DRC) and the depletion of US government's and former Soviet Union's stockpiles saw the price for the metal surging over 60% in 2007, the highest since a modern market for cobalt trading was established in 1978.

Since the early 1990s, cobalt prices had been held down by sales of the US government's stockpiles, and low grade cobalt material from the former Soviet Union, which have largely depleted.

The cobalt market is currently tight, with producer stocks either said to be sold out or running low, resulting in BHP Billiton and Russia's Norilsk Nickel repeatedly increasing offer prices at every sale.

At the beginning of 2007, the average offer spread cobalt price stood at about US\$25 per pound, an increase of about US\$12 per pound from the beginning of 2006. The price soared to US\$40.25 at the end of the year due to surging demand for batteries for mobile phones and hybrid cars as well as supply constraints following a moratorium on the export of raw concentrates from the DRC in October. Prices peaked in March 2008 at US\$52.50 per pound.

10 Year Cobalt Price History

Source: Bloomberg

8.5 Outlook Nickel

The nickel price is expected to remain around US\$27,000 for the remainder of 2008. According to the chart below obtained from market information surveyed from Bloomberg the market expects the nickel price to decrease further over the next three years.

Nickel Forecast

Source: Bloomberg

8.6 Outlook Cobalt

The cobalt price is expected to remain around US\$30 per pound for the remainder of 2008. According to the chart below obtained from market information surveyed from Bloomberg the market expects the cobalt price to decrease over the next three years.

Cobalt Forecast

9. V ALU ATI O N M E TH O D O L O G I ES

9.1 Methodologies commonly used for valuing assets and businesses are as follows:

9.1.1 Capitalisation of future maintainable earnings ("FME")

This method places a value on the business by estimating the likely FME, capitalised at an appropriate rate which reflects business outlook, business risk, investor expectations, future growth prospects and other entity specific factors. This approach relies on the availability and analysis of comparable market data.

The FME approach is the most commonly applied valuation technique and is particularly applicable to profitable businesses with relatively steady growth histories and forecasts, regular capital expenditure requirements and non-finite lives.

The FME used in the valuation can be based on net profit after tax or alternatives to this such as earnings before interest and tax ("EBIT") or earnings before interest, tax, depreciation and amortisation ("EBITDA"). The capitalisation rate or "earnings multiple" is adjusted to reflect which base is being used for FME.

9.1.2 Discounted future cash flows ("DCF")

The DCF methodology is based on the generally accepted theory that the value of an asset or business depends on its future net cash flows, discounted to their present value at an appropriate discount rate (often called the weighted average cost of capital). This discount rate represents an opportunity cost of capital reflecting the expected rate of return which investors can obtain from investments having equivalent risks.

A terminal value for the asset or business is calculated at the end of the future cash flow period and this is also discounted to its present value using the appropriate discount rate.

DCF valuations are particularly applicable to businesses with limited lives, experiencing growth, that are in a start up phase, or experience irregular cash flows.

9.1.3 Net tangible asset value on a going concern basis ("NTA")

Asset based methods estimate the market value of an entity's securities based on the realisable value of its identifiable net assets. Asset based methods include:

Orderly realisation of assets method
Liquidation of assets method
Net assets on a going concern method

The orderly realisation of assets method estimates fair market value by determining the amount that would be distributed to entity holders, after payment of all liabilities including realisation costs and taxation charges that arise, assuming the entity is wound up in an orderly manner.

The liquidation method is similar to the orderly realisation of assets method except the liquidation method assumes the assets are sold in a shorter time frame. Since wind up or liquidation of the entity may not be contemplated, these methods in their strictest form may not be appropriate. The net assets on a going concern method estimates the market values of the net assets of an entity but does not take into account any realisation costs.

Net assets on a going concern basis are usually appropriate where the majority of assets consist of cash, passive investments or projects with a limited life. All assets and liabilities of the entity are valued at market value under this alternative and this combined market value forms the basis for the entity's valuation.

Often the FME and DCF methodologies are used in valuing assets forming part of the overall Net assets on a going concern basis. This is particularly so for exploration and mining companies where investments are in finite life producing assets or prospective exploration areas.

These asset based methods ignore the possibility that the entity's value could exceed the realisable value of its assets as they do not recognise the value of intangible assets such as management, intellectual property and goodwill. Asset based methods are appropriate when entities are not profitable, a significant proportion of the entity's assets are liquid or for asset holding companies.

9.1.4 Past Expenditure Method ("PEM")

The Past Expenditure method is a method of valuing exploration assets in the resources industry. It is applicable for areas which are at too early a stage of prospectivity to justify the use of alternative valuation methods such as DCF. The Past Expenditure method is often referred to as the Multiple of Exploration Expenditure method.

Past expenditure, or the amount spent on exploration of a tenement, is commonly used as a guide in determining value. The assumption is that well directed exploration adds value to a property. This is not always the case and exploration can also downgrade a property. The Prospectivity Enhancement Multiplier ("PEM") which is applied to the effective expenditure therefore commonly ranges from 0.5 to 3.0. The PEM generally falls within the following ranges:

0.5 to 1.0 where work to date or historic data justifies the next stage of exploration;
to 2.0 where strong indications of potential for economic mineralisation have been identified; and
to 3.0 where ore grade intersections or exposures indicative of economic resources are present.

9.1.5 Quoted Market Price Basis

Another alternative valuation approach that can be used in conjunction with (or as a replacement for) any of the above methods is the quoted market price of listed securities. Where there is a ready market for securities such as the ASX, through which shares are traded, recent prices at which shares are bought and sold can be taken as the market value per share. Such market value includes all factors and influences that impact upon the ASX. The use of ASX pricing is more relevant where a security displays regular high volume trading, creating a "deep" market in that security.

9.2 Valuation Approach Adopted

9.2.1 Valuation of the Meteore shares

A history of positive earnings is required for the Future Maintainable Earnings ("FME") methodology to be appropriate to be used in the valuation of a company. Meteore does not have a recent history of positive earnings; therefore we have been unable to use the FME methodology in our valuation of Meteore.

Discounted Cash Flow ("DCF") valuations require reliable forecast cash flows to be prepared, generally for five or more years. We have not been provided with forecast cash flows for Meteore and therefore are unable to use this valuation method.

We have selected the net tangible asset ("NTA") value on a going concern basis as the valuation methodology as a large proportion of Meteore's assets are made up of liquid assets, being cash and cash equivalents.

We have reviewed the balance sheet of Meteore and have noted that there are no values assigned to the tenement portfolios held by Meteore. We have appointed an independent geologist, 189 Projects Pty Ltd to value these tenements and have included this valuation within our NTA asset calculations. We have included the 189 Projects Pty Ltd report as Appendix 2 to our Report.

9.2.2 Calculation of the Consideration Payable

The consideration payable consists of two components:

(a) consideration payable to the shareholders of Meteore for their Meteore shares being cash of \$6,096,000 payable to all Meteore shareholders other than Standard Nickel and 9,520,000 Fission shares to be issued to Standard Nickel; and
(b) a Fission share component payable to GT Le Page & Associates and Tadea.

In consideration of the valuation of the share component payable to Tadea and GT Le Page and Associates we have considered the ASX share price of Fission, as Fission is a listed company and compared this to the placement price noted in Resolution 4.

10. V ALU ATI O N O F M E TE O RE

189 Projects Pty Ltd ("189 Projects") has prepared an independent specialist valuation of the mineral assets of Meteore. We have relied upon their valuation, as summarised below and included it as Appendix 2 to this report.

10.1 Independent Valuation of the Exploration Assets of Meteore

The independent specialist valuation provides the following valuations for the tenements owned by Meteore:

Valuation	Min \$ million	Max \$ million	Preferred \$ million

Valuation of Meteore	1.87	56.29	20.72

The above table shows the valuation of the mineral assets of Meteore to be in the range of \$1.87 million and \$56.29 million with a preferred value of \$20.72 million.

10.2 Technical Valuation methodology

For the valuation methodologies used in the valuation of the mineral assets held by Meteore refer to the independent specialist valuation report in Appendix 2.

10.3 Proforma Balance Sheet of Meteore

We have obtained a balance sheet of Meteore as at 31 March 2008. We have confirmed with the directors that there have been no significant transactions that have occurred between 31 March 2008 and the date of this report.

	Unaudited As at 31-Mar-08	Low	Preferred	High
	\$	\$	\$	\$
Meteore CURRENT ASSETS
Cash and cash equivalents	1,273	1,273	1,273	1,273
Trade and other receivables	3,331	3,331	3,331	3,331
TOTAL CURRENT ASSETS	4,604	4,604	4,604	4,604
NON-CURRENT ASSETS
Intangibles	2,273	2,273	2,273	2,273
Exploration and evaluation expenditure	309,004	1,870,000	20,720,000	56,290,000
TOTAL NON-CURRENT ASSETS	311,277	1,872,273	20,722,273	56,292,273

TOTAL ASSETS	315,881	1,876,877	20,726,877	56,296,877
CURRENT LIABILITIES
Creditors
Related party payables	25,030 95,745	25,030 95,745	25,030 95,745	25,030 95,745
TOTAL CURRENT LIABILITIES	120,775	120,775	120,775	120,775

NON-CURRENT LIABILITIES
Loans from Directors	282,025	282,025	282,025	282,025
TOTAL NON-CURRENT LIABILITIES	282,025	282,025	282,025	282,025

TOTAL LIABILITIES	402,800	402,800	402,800	402,800

NET ASSETS	-86,919	1,474,077	20,324,077	55,894,077

Source: Unaudited management accounts as 31 March 2008 and BDO Kendalls Corporate Finance Analysis

We have made an adjustment in regards to the exploration and evaluation expenditure. We have substituted the book value of \$309,004 for the low, preferred and high valuations prepared by 189 Projects in section 10.1.

In our assessment, the value of the net assets of Meteore is between \$1,474,077 and \$55,894,077 with our preferred valuation being \$20,324,077.

11. V ALU ATI O N O F TH E CO N S I DE RA TI O N P A Y A BLE

As outlined in Section 3, Fission will paying \$6,906,000 in cash and issuing 9,520,000 Fission shares to the shareholders of Meteore for their shares in Meteore. The cash component of the total consideration is payable to all of the shareholders of Meteore other than Standard Nickel. The share component of the total consideration will be issued to Standard Nickel (as ASX

Listing Rule 10.7 does not permit cash to be paid to Standard Nickel for its shares in Meteore). Fission will also be issuing 10,000,000 shares to Tadea and 10,000,000 shares to GT Le Page and Associates for their assistance in the Transaction.

11.1 Cash Component

We have noted that the cash component will be paid based on the following timetable:

Date	Amount Payable (\$)
Execution of the Sale Agreement	304,800
Settlement Date – being five business days after the satisfaction or waiver of all the contract conditions	2,895,600
29 August 2008	1,447,800
15 December 2008	1,447,800
Total Consideration Payable in cash	6,096,000

Given the short timeframe over which the elements of the consideration are payable, we have not discounted the consideration to reflect its present value.

11.2 Share Component

To determine the value of a Fission share we have considered the recent share market trading activity of Fission prior to the announcement of the Transaction and the proposed placement price of any Fission share issues.

11.2.1 Placement Price

We have noted that Fission will ratify a placement of 8,000,000 shares and will conduct a placement of between 21,200,000 to 42,000,000 shares at \$0.16 a share. On this basis, the implied value of a Fission share is \$0.16 a share.

11.2.2 ASX Market Prices for Fission Securities

To provide a comparison to the valuation of a Fission share in Section 11.2.1, we have also assessed the market price for Fission shares.

The following chart provides a summary of the share price movement over the year to 18 April 2008, which is the last trading day prior to the announcement of the Transaction.

Source: Bloomberg

The daily price of Fission shares from 16 June 2007 (the first day Fission was listed on the ASX) to 18 April 2008 (last trading day prior to announcement of the Transaction) has ranged from a high of \$0.25 on 19 July 2007 to a low of \$0.08 on 8 February 2008.

To provide further analysis of the market prices for Fission shares, we have also considered the weighted average market price for 10, 30, 60 and 90 day periods to 18 April 2008.

Share Price per unit \$	18 April 2008	10 Days	30 Days	60 Days	90 Days
Closing price	0.105
Weighted Average price		0.0995	0.0987	0.0997	0.1110

Source: Bloomberg

The above weighted average prices are prior to the date of the announcement of the Transaction, to avoid the influence of any increase in price of Fission shares that has occurred since the Transaction was announced.

	Low (\$)	High (\$)	Cum Vol	% Iss cap
1 Trading Day	0.1050	0.1050	~	0.00%
10 Trading Days	0.0980	0.1050	95,000	0.17%
30 Trading Days	0.0980	0.1100	595,644	1.04%
60 Trading Days	0.0870	0.1200	1,074,255	1.88%
90 Trading Days	0.0870	0.1250	3,496,131	6.13%
180 Trading Days	0.0870	0.1600	8,022,007	14.07%
1 Year	0.0870	0.2500	21,933,116	38.48%

Source: Bloomberg

From our analysis above, we have noted that Fission is a relatively illiquid stock when compared to stock listed in the S&P ASX 200. Low liquidity companies are often

traded at a discount to comparable companies with higher liquidity. This is due to the fact that there often large spreads between the buy and the sell price.

Our assessment of the share price based on quoted market price is between \$0.10 and \$0.11

11.2.3 Share Component Valuation

Valuation	Value per Share (cents)
	Low	High
Placement Price (Section 11.2.1)	16.00	16.00
ASX market prices (Section 11.2.2)	10.00	11.00

Given the illiquidity of the ASX market prices we have preferred the placement price as we consider that this better represents the market value of Fission shares.

The consideration being offered to Standard Nickel is 9,520,000 ordinary Fission shares. The consideration offered to Tadea Pty Ltd and GT Le Page and Associates is 10,000,000 ordinary Fission shares each.

Consideration
Standard Nickel	9,520,000
Tadea Pty Ltd	10,000,000
GT Le Page and Associates Pty Ltd	10,000,000
Total Fission Shares Issued by Fission	29,520,000
Value per Fission Share	16 cents
Total Consideration Payable in Shares	\$4,723,200

The total consideration payable in shares is \$4,723,200.

11.3 Assessment of the Consideration Payable

Consideration	(\$)
Total Consideration Payable in Cash (section 11.1)	6,096,000
Total Consideration Payable in Shares (section 11.2.3)	4,723,200
Total Consideration Payable	10,819,200

The total consideration payable by Fission if all of the Resolutions 1, 2, 5 and 6 are approved is \$10,819,200.

12. I S TH E TRA NS AC TI O N F A I R ?

	Value per Share
	Low	Preferred	High
Value of Meteore (Section 10)	1,474,077	20,324,077	55,894,077
Consideration payable (Section 11.3)	10,819,200	10,819,200	10,819,200

The above table indicates that the preferred value of Meteore exceeds the value of the consideration, and as such the Transaction is fair for Shareholders.

13. O TH E R C O N S I D E RA TI O NS

13.1 Alternative Proposal

We are unaware of any alternative proposal that might offer the non-associated shareholders of Fission a premium over the value ascribed to that resulting from the Transaction.

13.2 Implications of the Proposal not being approved

If the Transaction is not approved the Company will continue to focus on the existing projects and will continue to seek alternative exploration opportunities.

The closing price of a Fission share at 1 May 2008 was 19.5 cents. This is considerably higher than Fission shares have been trading for some time, reflecting the positive impact the announcement has had on the market. The share price rose by 9 cents (or 85%) following the announcement to 1 May 2008. If the Transaction is not approved the share price may drop back to pre announcement levels.

Furthermore, the volume of shares being traded has increased significantly since the announcement of the Transaction thus improving the liquidity and therefore marketability of the shares as illustrated in the table below. This is also likely to revert to pre announcement levels if the Transaction is not approved.

Date Range	Volume of shares traded
One month prior to the announcement	595,644
Post announcement – 9 trading days (18 April 08 to 1 May 08)	4,512,529

14. I S TH E TRA NS AC TI O N R E AS O N AB LE?

We have considered the position of Shareholders if the Transaction is approved and have taken into account the following advantages and disadvantages in this assessment.

We have assessed that in all cases the advantages and disadvantages of rejecting the Transaction are the inverse of accepting the Transaction. Thus for simplicity of evaluation of the Transaction we have set out the significant factors only in the context of accepting the Transaction.

15. P O S I TI O N I F TRA NS A CTI O N I S AC CE P TE D

In accordance with our basis of evaluation (Section 5.2) we have investigated other significant factors to which Fission shareholders might give consideration prior to approving the Transaction. The matters we have considered are outlined below.

15.1 Advantages

15.1.1 The Transaction is fair

As set out in section 12 the Transaction is fair. Regulatory Guide 111 states that a Transaction is reasonable if it is fair.

15.1.2 Exposure to the Mt Thirsty Project held by Meteore

The mineral assets within Meteore primarily relate to nickel and cobalt. The acquisition of Meteore and its 50 percent interest in the Mt Thirsty Project expose Fission to new opportunities it did not have exposure to before the Transaction. Fission will be able to further explore the acquired tenements from Meteore and move into a development phase if there are sufficient mineralisation qualities to justify production.

15.1.3 Potential for increased Market Capitalisation

As the Company will be issuing between 58,720,000 to 79,520,000 shares, this will potentially increase the market capitalisation of the Company. Increased market capitalisation will have several benefits such as an improved ability to receive coverage from investment analysts, access to capital to improve growth prospects and increase liquidity.

15.1.4 Increased Attractiveness of Fission Shares

As at the date of this report, the Fission share price has increased as a result of the announcement of this Transaction. If the Transaction is not approved the Fission share price may decrease to pre-Transaction levels and Shareholders will experience losses in the value of their Shares.

15.2 Disadvantages

15.2.1 Dilution of control over the Company of existing shareholders

If the Resolutions are approved Fission will issue 9,520,000 shares to Standard Nickel and issue 20,000,000 shares collectively to Tadea and GT Le Page Associates for introducing the Company to Meteore. The Transaction also requires the Company to ratify a placement of 8,000,000 shares and conduct a placement of between 21,200,000 to 42,000,000 shares at 16 cents a share. As a result, the Company has the potential obligation to issue between 58,720,000 to 79,520,000 shares which could dilute the current shareholdings up to 41.75 percent, see Section 3.

15.2.2 Increased Funding Pressure

Fission will be responsible for funding the ongoing exploration and development of Meteore's 50 percent interest in the Mt Thirsty Project. After the Transaction, Fission will have cash of approximately \$4,200,000 to \$7,600,000 depending on the funds raised from the placement. There is a risk that Fission may have insufficient funds or resources to adequately progress its current tenement portfolios and the portfolios acquired under the acquisition of Meteore. This may result in future equity capital raisings being require which may further dilute shareholder's interests.

15.2.3 Unwanted Diversification of Portfolio

The current Fission tenement portfolio is geared towards uranium assets. If Fission acquire Meteore it will have a tenement portfolio which covers uranium, nickel and cobalt assets. Shareholders of Fission who want an exposure to uranium alone may not want this exposure and may view this as a disadvantage.

15.2.4 Forecast decreases in Nickel and Cobalt prices

As noted in section 8.5 and 8, 6, it is predicted the price of Nickel and Cobalt will decrease in future periods going forward. As Meteore has primarily Nickel and Cobalt mineral assets, decreasing Nickel and Cobalt prices will make the assets less attractive. As a result, if Fission was to acquire Meteore, in future periods, the share price of Fission may be negatively impacted by future movements in Nickel and Cobalt prices.

16. CO NC LUS I O N

We have considered the terms of the Transaction as outlined in the body of this report and have concluded that the Transaction is fair and reasonable to the non-associated shareholders.

17. S O UR CE S O F I NFO RM A TI O N

This report has been based on the following information:

♦ financial statements of Meteore and Fission for the half year ended 31 December 2007 and financial year ended 30 June 2007;
♦ management accounts of Meteore for 2008 year to date;
♦ independent geologist report dated 6 May 2008 prepared by 189 Projects Pty Limited;
♦ the draft Notice of Meeting and Explanatory Memorandum;
♦ the Sale and Purchase Agreements between Fission and the shareholders of Meteore;
♦ discussions with the directors and management of Fission and other information provided by them; and
♦ information in the public domain.

18. I N DE P E N DE N CE

BDO Kendalls Corporate Finance (WA) Pty Ltd is entitled to receive a fee of \$30,000 (excluding GST and reimbursement of out of pocket expenses). Except for this fee, BDO Kendalls Corporate Finance (WA) Pty Ltd has not received and will not receive any pecuniary or other benefit whether direct or indirect in connection with the preparation of this report.

BDO Kendalls Corporate Finance (WA) Pty Ltd has been indemnified by Fission in respect of any claim arising from BDO Kendalls Corporate Finance (WA) Pty Ltd's reliance on information provided by the Fission and Meteore, including the non provision of material information, in relation to the preparation of this report.

Prior to accepting this engagement BDO Kendalls Corporate Finance (WA) Pty Ltd considered its independence with respect to Fission and Meteore and any of their respective associates with reference to ASIC Regulatory Guide 112 "Independence of Experts". In BDO Kendalls Corporate Finance (WA) Pty Ltd's opinion it is independence of Fission and Meteore and their respective associates.

A draft of this report was provided to Fission and its advisors for confirmation of the factual accuracy of its contents. No significant changes were made to this report as a result of this review.

19. Q U ALI FI CA TI O N S

BDO Kendalls Corporate Finance (WA) Pty Ltd has extensive experience in the provision of corporate finance advice, particularly in respect of takeovers, mergers and acquisitions.

BDO Kendalls Corporate Finance (WA) Pty Ltd holds an Australian Financial Services Licence issued by the Australian Securities and Investment Commission for giving expert reports pursuant to the Listing rules of the ASX and the Corporations Act.

The persons specifically involved in preparing and reviewing this report were Sherif Andrawes and Matt Giles of BDO Kendalls Corporate Finance (WA) Pty Ltd. They were supported by the staff of BDO Kendalls Corporate Finance team as required. They have significant experience in the preparation of independent expert reports, valuations and mergers and acquisitions advice across a wide range of industries in Australia.

Sherif Andrawes is a Fellow of the Institute of Chartered Accountants in England & Wales, a Member of the Institute of Chartered Accountants in Australia and a registered company auditor. He has over twenty years experience working in the audit and corporate finance fields with BDO Kendalls and its predecessor firms in London and Perth. He has been responsible for over 70 public company independent expert's reports under the Corporations Act or ASX Listing Rules. These experts' reports cover a wide range of industries in Australia.

Matt Giles is a Fellow of the Chartered Association of Certified Accountants in England & Wales and an associate member of the Australian Institute of Chartered Accountants. Matt's career spans 20 years in the Audit and Assurance and corporate finance areas.

20. DI S C LAI M E RS AN D CO NS E NTS

This report has been prepared at the request of Fission for inclusion in the Explanatory Memorandum which will be sent to all Fission Shareholders. Fission engaged BDO Kendalls Corporate Finance (WA) Pty Ltd to prepare an independent expert's report to consider the share sale agreement between Fission and Standard Nickel Pty Limited and the proposed issue of shares to GT Le Page and Associates Pty Ltd.

BDO Kendalls Corporate Finance (WA) Pty Ltd hereby consents to this report accompanying the above Explanatory Memorandum. Apart from such use, neither the whole nor any part of this report, nor any reference thereto may be included in or with, or attached to any document, circular resolution, statement or letter without the prior written consent of BDO Kendalls Corporate Finance (WA) Pty Ltd.

BDO Kendalls Corporate Finance (WA) Pty Ltd takes no responsibility for the contents of the Explanatory Memorandum other than this report.

BDO Kendalls Corporate Finance (WA) Pty Ltd has not independently verified the information and explanations supplied to us, nor has it conducted anything in the nature of an audit of Fission or Meteore. However, we have no reason to believe that any of the information or explanations so supplied are false or that material information has been withheld.

The statements and opinions included in this report are given in good faith and in the belief that they are not false, misleading or incomplete.

The terms of this engagement are such that BDO Kendalls Corporate Finance (WA) Pty Ltd has no obligation to update this report for events occurring subsequent to the date of this report.

Yours faithfully BDO KENDALLS CORPORATE FINANCE (WA) PTY LTD

Sherif Andrawes Director

Matt Giles Director

Appendix 1 – Glossary of Terms

Reference	Definition
ASIC	Australian Securities and Investments Commission
ASX	Australian Securities Exchange
BDO Kendalls	BDO Kendalls Corporate Finance (WA) Pty Ltd
DCF	Discounted Future Cash Flows
EBIT	Earnings before interest and tax
EBITDA	Earnings before interest, tax, depreciation and amortisation
Fission	Fission Energy Limited
FMD	Future Maintainable Dividends
FME	Future Maintainable Earnings
GT Le Page and Associates	GT Le Page and Associates Pty Ltd
Meteore	Meteore Metals Limited
NTA	Net Tangible Assets
Our Report	This Independent Expert's Report prepared by BDO Kendalls
Resolution 1	Resolution One covers the acquisition by 40 million Meteore shares by Fission. The acquisition price is 20 cents per a share equating to a total consideration price of \$8,000,000 payable by Fission to the shareholders of Meteore.
Resolution 2	Resolution Two is the approval of the purchase of 9,520,000 Meteore shares from Standard Nickel Pty Ltd. Guy Le Page is a director of Standard Nickel Pty Ltd. It should be noted that the 9,520,000 shares are also included in the 40 million shares noted in resolution one.
Resolution 3	Resolution Three is in regards to the ratification of the issue of 8,000,000 shares to sophisticated and/or professional investors.
Resolution 4	Resolution Four is in regards to a placement of shares to raise between \$3,392,000 to \$6,720,000. The issue price of these shares is \$0.16 a share.
Resolution 5	Resolution Five is in relation to the issue of 10,000,000 shares to GT Le Page & Associates in consideration for introducing the Company to the proposed purchase of ordinary fully paid shares in Meteore.
Resolution 6	Resolution Six is in relation to the issue of 10,000,000 shares to Tadea in consideration for introducing the Company to the proposed purchase of ordinary fully paid shares in Meteore.
Shareholders	Shareholders of Fission not associated with Standard Nickel Pty Ltd or GT Le Page & Associates
Standard Nickel	Standard Nickel Pty Ltd
Tadea	Tadea Pty Ltd
The Act	The Corporations Act (Cwth) 2001
The Company	Fission Energy Limited
The Transaction	The proposed acquisition of Meteore Metals Limited
VWAP	Variable Weighted Average Price

Appendix 2 – Independent Geologists Report by 189 Projects Pty Ltd

189 Projects Pty. Ltd.

ABN. 82 120 947 319

May 6, 2008

PO Box 5642 St Georges Tce Perth, Western Australia, 6831.

PHONE +61-8-9320 5200 FAX. +61-8-94816343

BDO Kendalls Corporate Finance (WA) Pty Ltd Level 8, 256 St Georges Tce Perth WA 6000 AUSTRALIA

Dear Sirs,

Independent Valuation

1.0 BACKGROUND

At the request of BDO Kendalls Corporate Finance (WA) Pty Ltd ("BDO Kendalls") 189 Projects Pty Ltd ("189 Projects") (ABN 82 120 947 319) has been engaged to complete an Independent Technical Valuation (where Exploration is sufficiently advanced) and an independent technical assessment (where exploration is not sufficiently advanced) of the mining assets of Meteore Metals Pty Ltd ("Meteore Metals") ("A.C.N. 097 759 725") in relation to the proposed acquisition (signed on 18th April 2008) of 9,730,000 fully paid ordinary shares ("Shares") from Standard Nickel Pty Ltd (A.C.N. 126 914 421) subject to shareholder approval at a General Meeting of Fission Energy Ltd ("Fission Energy"") to be convened on or around 13 June 2008.

The General Meeting of Fission Energy, amongst other things, also proposes to raise approximately A\$8.0 million to complete in part the acquisition of Meteore Metals and fund on going uranium Exploration.

Meteore Metals has a 50 per cent undivided interest in Exploration Licences 63/366 and 63/373, Prospecting Licence 63/759 and Mining Lease Applications ("MLA") 63/360, 63/385, 63/472, 63/381, 63/379, 63/380, 63/527 and 63/543 collectively known as the Mt Thirsty Cobalt-Nickel-Manganese Project ("Mt Thirsty"). Australian Securities Exchange ("ASX") listed Barra Resources Limited ("Barra Resources") is a 50 per cent joint venture partner in Mt Thirsty.

For the specific purpose of this valuation, site visits were not carried out to Mt Thirsty. However, 189 Projects has relied on various experts' reports, ASX releases and technical information provided by Meteore Metals in formulating its opinion.

Meteore Metals has advised 189 Projects that there have been no material developments on its projects on which to form an opinion over and above that presented in the technical information provided. On this basis, a field visit was not considered necessary. 189 Projects has satisfied itself that Meteore Metals has disclosed all material information pertaining to its mineral assets. A draft version of this report was provided to the directors of Fission Energy and BDO Kendalls for comment in respect of omission and factual accuracy.

189 Projects has not independently verified the ownership and legal standing of the mineral tenements of Meteore Metals that are the subject of this valuation and is not qualified to make legal representations in this regard.

Rather we have relied upon documents and information provided by Meteore Metals. 189 Projects understands that all of Meteore Metals tenements are in good standing and that there is no cause to doubt the eventual granting of any tenement applications.

Furthermore, 189 Projects has not attempted to establish the legal status of the tenements within each project with respect to Joint Venture agreements, Native Title or potential environmental and land access restrictions.

189 Projects' opinion of the valuation of the assets of Meteore Metals is relevant as at 6 May 2008 using the methodologies described in this report.

189 Projects is a Perth based independent consulting firm providing corporate finance, research and consulting services with an emphasis on mining and energy related transactions. The company's principals have prepared independent expert's reports and mineral asset valuations on a variety of mineral commodities in a number of countries.

This report was prepared by Terry Butler-Blaxell (Director 189 Projects) in accordance with the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Experts Reports ("the VALMIN Code") and Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves ("the JORC Code").

Neither 189 Projects nor those involved in the preparation of this report have any material interest in any of the companies or mineral assets considered in this report that could be reasonably regarded as being capable of affecting their independence. 189 Projects is remunerated for this report by way of a professional fee determined according to a standard schedule of rates that is not contingent on the outcome of this report.

Yours faithfully

Terry Butler-Blaxell, MAusIMM DIRECTOR

2.0	CONTENTS
1.0	BACKGROUND1
2.0	CONTENTS 3
3.0	SUMMARY4
4.0	TRANSACTION BACKGROUND 4
5.0	METEORE METALS6
5.1	LOCATION, ACCESS AND PHYSIOGRAPHY6
5.2	EXPLORATION HISTORY 8
	5.2.1 Pre 1995 Exploration8
	5.2.2 1995 to 1999 Exploration8 5.2.3 Exploration 2005 to Present 9
5.3	GEOLOGY 9
	5.3.1 Geology and mineralisation of the Mt Thirsty Ni-Co-Mn Resource 10
	5.3.2 Drilling and Sampling 11
	5.3.3 Bulk Density 11
5.4	RESOURCES 12
5.5	METALLURGY13
	5.5.1 Leaching13 5.5.2 Mineralogy and metal values 13
	5.5.3 Recovery from solution14
	5.5.4 Process Options 14
	5.5.5 Industry practice 14
6.0	BASIS OF VALUATION16
7.0	VALUATION METHODOLOGIES16
7.1	FAIR MARKET VALUE OF MINERAL ASSETS16
7.2	METHODS OF VALUING MINERAL ASSETS IN THE EXPLORATION STAGE 17
7.3	METHODS OF VALUING MINERAL RESOURCES AND ORE RESERVES 18
8.0	VALUATION18
8.1	VALUATION METHODOLOGY 18
	8.1.1 Joint Venture Method18
	8.1.2 Yardstick Method 19
8.2	VALUATION SUMMARY20
	8.2.1 Valuation Summary20
	8.2.2 Valuation Discussion21
9.0	INDEPENDENCE AND DISCLOSURE OF INTERESTS21
10.0	QUALIFICATIONS22
11.0	DISCLAIMERS AND CONSENTS22
	SOURCES OF INFORMATION 23

3.0 SUMMARY

The valuation of the Mineral Assets of Meteore Metals (the Mt Thirsty Project) is set out as follows:

TABLE 1: Meteore Mineral Asset Valuation	A\$m
Lower Case	\$1.87
Mid Case	\$20.72
Upper Case	\$56.29

4.0 TRANSACTION BACKGROUND

Under the terms of the acquisition, shareholders of Fission Energy will be required to vote on the following resolutions at a General Meeting of Fission Energy to be convened in mid-June 2008:

RESOLUTION 1: Purchase of shares in Meteore Metals Limited

"That, for the purposes of Chapter 11 of the ASX Listing Rules (the Rules), and for all other purposes, approval is given for the Company to purchase not less than 76.2 per cent and up to 100 per cent of the ordinary full paid share capital of Meteore Metals Limited (ACN 097 759 325) (Meteore) pursuant to an agreement constituted by a series of share sale agreements made with each of Meteore Metal's ordinary shareholders on or about 18 April 2008 (the Agreements), at a price of \$0.20 per share (being a total price of \$8,000,000.00) and subject to, among other things:

members of the Company passing Resolutions 3 and 4;
in respect of the 9,520,000 ordinary fully paid shares in Meteore held by Standard Nickel Pty Ltd (ACN 126 914 421) (Standard Nickel), members of the Company passing Resolution 2; and
satisfaction or (if the directors of Fission Energy in their absolute discretion consider it desirable or necessary) waiver by Fission Energy of each of the conditions precedent to the Agreements, as set out in the explanatory statement attached to this notice,

and to enter into any agreement and do all other acts necessary or desirable for that purpose, and otherwise on the terms and conditions set out in the explanatory statement attached to this notice."

RESOLUTION 2: Purchase of Meteore shares from Standard Nickel Pty Ltd

"That, for the purposes of Part 2E.1 of the Corporations Act 2001 (the Act) and Chapter 10 of the Rules, and for all other purposes, approval is given for Fission Energy to purchase from Standard Nickel Pty Ltd ("Standard Nickel") all of Standard Nickel's 9,520,000 ordinary full paid shares in Meteore pursuant to a share sale agreement made on or about 18 April 2008, at a price of \$0.20 per share (being a total price of \$1,904,000.00) and subject to, among other things:

members of the Company passing Resolutions 1, 3 and 4;
satisfaction or (if the directors of the Company in their absolute discretion consider it desirable or necessary) waiver by the Company of each of the conditions precedent to the agreement, as set out in the explanatory statement attached to this notice,

and to enter into any agreement and do all other acts necessary or desirable for that purpose, and otherwise on the terms and conditions set out in the explanatory statement attached to this notice."

RESOLUTION 3: Issue of shares to sophisticated and/or professional investors

"That, for the purposes of Chapter 7 of the Rules and for all other purposes, and subject to members of Fission Energy passing Resolutions 1 and 4, approval is given for Fission Energy to issue fully paid ordinary shares in Fission Energy (Shares) of not less than \$4,000,000.00 and up to \$8,000,000.00 in value by way of placements to sophisticated and/or professional investors (being persons to whom a disclosure document is not required to be provided by virtue of sections 708(8) or 708(11) of the Act), at an issue price of \$0.16 per Share, such issue to be underwritten by R M Corporate Finance Pty Ltd (ACN 108 084 386) up to an amount of \$4,000,000.00 and otherwise on the terms and conditions set out in the explanatory statement attached to this notice."

RESOLUTION 4: Issue of shares to R M Capital Pty Ltd

"That, for the purposes of Part 2E.1 of the Act, Chapters 7 and 10 of the Rules and for all other purposes, and subject to members of the Company passing Resolutions 1 and 3, approval is given for Fission Energy to issue to R M Capital Pty Ltd (ACN 065 412 820) (RMC) 20,000,000 Shares in consideration of RMC introducing Fission Energy to the proposed purchase of ordinary fully paid shares in Meteore, subject to, among other things, the successful acquisition by Fission Energy of not less than 50.1 per cent of Meteore Metal's total issued ordinary fully paid share capital, and otherwise on the terms and conditions set out in the explanatory statement attached to this notice."

5.0 METEORE METALS MINERAL ASSET – Mt Thirsty Project

5.1 Location, Access and Physiography

The Mt Thirsty project is located on two tenement blocks about 20 km north-northwest of Norseman in the Eastern Goldfields region of Western Australia (Figs 1 and 2), and about 5 km west of the Norseman-Coolgardie highway, which is a sealed dual carriageway. Access is by an unsealed track leaving the highway 17.7 km north of Norseman. Alternative access to the northwestern block of tenements is by the unsealed Hyden-Norseman road.

FIGURE 1: Mt Thirsty Project location. source Barra Resources Annual Report 2007

Nearby infrastructure includes the Kalgoorlie-Esperance rail line which runs alongside the highway and the Kalgoorlie-Esperance extension of the Goldfields Gas Transmission pipeline. A fresh water pipeline, part of the Goldfields Water Supply Scheme which originates from water reservoirs near Perth, runs between Widgiemooltha and Norseman.

Physiography of the southeastern tenement block comprises flat to gently sloping colluvium and lateritic soil between outcrops on gently rising ground on either side of the tenement. The northwestern tenement block generally has flat topography.

Relevant tenements are listed in Table 2 and the Tenement plan in Fig 2.

Tenement	Conversions	Reversions (Subject to all/part thereof)	Ann date	Area (ha)	Commit (\$)
E63/366	MLA63/360 (part), 472		25 July	291	20,000
E63/373	MLA 63/527, 543		16 February	1,082	50,000
P63/759	MLA63/381		14 June	108	4,720
MLA63/360		E63/1113, P63/1492-1496
MLA63/379*		E63/1113, P63/1491, 1496-1499
MLA63/380*		E63/1113, P63/1499-1502
MLA63/381*		P63/1453
MLA63/385*		P63/1490-1491
MLA63/472		E63/1113, P63/1490-1491
MLA63/543		E63/1113
			Total granted	1,481 ha	\$74,720
Total granted and applied for

Table 2 - Summary of tenement details

*Lapsed conversions due to underlying tenement relinquishment

MLA = Mining Lease under Application

P = Prospecting Licence

E = Exploration Licence

FIGURE 2: Mt Thirsty Project tenement plan. source Barra Resources Annual Report 2007

Current granted, live tenure includes Exploration Licences 63/373 (in two parts, one of which contains the currently defined resource) and 63/366, and one Prospecting Licence 63/759. Each of these is covered by Mining Lease applications as listed in Table 1. The remainder of the tenements are under application. In January 2007, a number of Mining Lease applications were reverted to an Exploration Licence and prospecting licences under sections 56B and 120AA of the Mining Act. All the granted tenements and tenements under application are registered in the name of Select Minerals Pty Ltd. The title register has now been changed to Meteore Metals Limited.

In December 2006, Meteore Metals (then known as "Select Minerals Pty Ltd") entered into an option agreement with Barra Resources Ltd (ASX:BAR) whereby Barra funded expenditure on drilling and metallurgical studies to \$780,000 to earn 50 per cent equity in the project.

5.2 Exploration History

5.2.1 Pre 1995 Exploration

The Mt Thirsty area was extensively explored for nickel sulphide mineralisation in the late sixties and early seventies by Anaconda, Union Miniere and CRA. Although no significant sulphide discoveries were made during that time, limonitic cobalt/nickel mineralisation was encountered.

5.2.2 1995 to 1999 Exploration

During 1995, Resolute-Samantha Ltd entered into a joint venture over the prospective south Pioneer Dome area, known as Mt Thirsty. The area was targeted originally for gold as the tenure contained the interpreted southern strike continuation of the Chalice Shear Zone. The area also contains a good proportion of the structurally complex Mt Thirsty mafic-ultramafic sill.

Reconnaissance Exploration during 1996 over the joint venture area included regional surface soil geochemistry together with numerous surface rock chip samples. Two significant gold-in-soil anomalies were identified lying within the current southeast portion of E63/373. These were tested with rotary air blast (RAB) drilling with disappointing gold results. The samples were also submitted for nickel and cobalt analyses to test the nontronitic clays for limonitic nickel and cobalt mineralisation, consistent with Resolute's commitment at that time to develop the Bulong Nickel Project. Nickel assays were generally disappointing; however, cobalt returned higher than expected results.

In 1998 Resolute Ltd embarked on a regional search for high tenor cobalt/nickel for its Bulong operation to take advantage of the high cobalt price at the time (approximately US\$18-\$20 per/lb). The aim was to locate +2.00% Ni within economic trucking distance of the Bulong plant. The focus was again directed to Mt Thirsty due to the historical drilling and rock chip Co/Ni results.

The initial search focused on the north-east corner of E63/373 following up on the rock chip samples and aircore drill holes. First pass field work conducted confirmed the location of the early high tenor surface sample (1.15% Ni/1.11% Co) and existence of several historical costeans excavated in the late sixties to early seventies. Field observations suggested good potential existed for small high tenor Co/Ni lenses of mineralisation close to the surface. Re-excavation of the old costeans was carried out to evaluate the controls on the higher tenor mineralisation and to identify the bedrock type.

Resolute subsequently carried out two further phases of aircore drilling comprising 125 holes for 4270m, to ascertain the extent of mineralisation away from the costeans, and to identify further occurrences of similar material.

In 2000 Resolute Ltd withdrew from the Mt Thirsty joint venture, as the results did not meet their expectations.

5.2.3 Exploration 2005 to Present

Meteore Metals became the registered owner of the project tenements and conducted an in-house estimate of the mineralisation potential based on the existing drilling data by Resolute. It was determined that infill drilling was required to enable the estimation of a Mineral Resource to Indicated status. In August 2006 Meteore Metals drilled 13 aircore holes, to verify by twinning several significant mineralised intervals, to obtain specific gravity (s.g.) data for Mineral Resource estimation and to collect bulk samples for metallurgical test work.

Subsequent resource drilling pursuant to the Barra Resources Option Agreement has brought to a total of 459 the number of drill holes on the Mt Thirsty project. A tabulation of drilling statistics in the Meteore database is shown in Table 3.

Company	Year	Drill type	Holes	Metres	Average depth
		Aircore	174	6190	36
Resolute	1996-1998	RAB	59	3104	53
		RC*	5	370	74
Meteore/Barra	2006-2007	Aircore	221	10506	48
Total drilling	459	20170

TABLE 3: Drilling statistics, Mt Thirsty collar database

*Reverse circulation

5.3 Geology

The project area lies within and close to the western boundary of the Archaean Norseman-Wiluna greenstone belt. The Norseman-Wiluna belt is an irregular but continuous complex of metamorphosed ultramafic, mafic and felsic volcanic rocks and associated intrusive rocks and sedimentary rocks extending over more than 700 km from south to north. The belt contains in excess of 90 per cent of the known nickel laterite resources in the Yilgarn Craton.

The project area can be divided into two geographically distinct areas:

1. The single southeastern tenement (E63/373) hosting the Mt Thirsty Ni-Co-Mn Mineral Resource. The mineralisation is hosted in a laterite profile overlying a peridotitic ultramafic unit of the Mt Thirsty layered sill.
1. A group of tenements covering a larger area to the northwest, located near the southern end of the Pioneer granite dome. The tenements are underlain predominantly by granitoid intrusions and felsic metasedimentary rocks.

Outcrop is sparse in both areas.

As the Mt Thirsty Mineral Resource and nearly all of the drilling occurs on the southeastern tenement, this will be the focus of much of this report. The Mt Thirsty sill is a cyclically layered intrusion over 2 km thick with an overall composition of High-MgO basalt, extending in a north-south direction for a distance of about 18 km. The ultramafic phases are predominantly dunite, harzburgite and bronzitite

5.3.1 Geology and mineralisation of the Mt Thirsty Ni-Co-Mn Resource

The Mt Thirsty Ni-Co-Mn deposit is hosted in a regolith profile overlying a peridotitic ultramafic unit of the Mt Thirsty sill. The regolith profile comprises a limonitic (goethitic) upper section and a clay (smectitic) lower section, with a total average thickness of about 40 m. Over an interval of varying thickness near the interface between the two sections, there has been extensive precipitation of Mn oxides which have adsorbed Co and Ni from circulating groundwaters. Fig 3 shows a typical cross section through the regolith profile.

FIGURE 3*: Cross section at the Mt Thirsty Project at 6,447,400mN.

* The term "ore" presented in Fig 3, which was supplied by Meteore, should not be misconstrued as an Ore Reserve as insufficient work has been completed to enable the estimation of an Ore Reserve. 189 Projects does not endorse the use of the term "ore" in Fig 3 and a more appropriate term in this context is "mineralisation".

The upper, limonitic section appears to comprise predominantly goethite with minor amounts of hematite, kaolinite, quartz and Mn oxides. Chemical analyses in the database show about half of samples analysed for Fe have >30% Fe, and about 37% of samples have >35% Fe. These levels generally denote a "limonite" (i.e. predominantly Fe oxide, usually goethite but may include hematite). Associated elements include up to 7% Al, some of which occurs in solid solution in the goethite and some in kaolinite.

The lower zone described as smectitic clay has an elemental composition which distinguishes it from the overlying limonitic section. This includes 20-27% Fe, 4-5% Al and Mg in the range 3-6%. From 6,580 samples analysed for Mg that have less than 30% Fe (i.e. that are not "limonites"), the great majority (over 80%) have less than 6% Mg. Samples with greater than 6% Mg generally contain some primary mineralogy (serpentine) and are "saprolitic" in that sense. Samples with low Fe and less than 6% Mg (or 10% MgO) are generally predominantly smectite clays.

The development of smectite in the laterite profile is consistent with the laterite being is developed over a serpentinised peridotite. Peridotites contain moderate levels of Al which in the local regolith regime promotes the formation of clay.

The main Ni-Co mineralisation is associated with Mn oxides (asbolane, "wad") generally concentrated near the transition between the limonitic zone and the underlying smectitic zone. This is a similar situation to that displayed in other Ni laterite deposits in Western Australia and reflects the change in redox conditions at this level in the profile which causes the precipitation of Mn oxides dissolved in groundwater. The property of Mn oxides to "scavenge" Co and Ni from circulating groundwaters is well known and is present to varying degrees in most Ni laterites. The Mt Thirsty deposit does however display intervals thicker and higher in Co values than many of the laterite deposits in Western Australia.

5.3.2 Drilling and Sampling

The deposit has been drilled and sampled almost universally by the aircore method, with minor RAB and reverse circulation (RC) drilling carried out. While not the preferred method due to the smaller volume of sample produced, aircore is adequate in this case due to the relatively homogeneous distribution of Ni and to a lesser extent Co in the deposit, and the aircore sampling method which minimises contamination and loss of fines through the sample cyclone overflow.

The drill coverage varies from 20 metre spaced holes on 50 meter spaced sections to 40 meter spaced holes on 200 metre spaced sections. Fig 4 shows the drillhole distribution over the eastern part of E63/366. Most holes are on a nominal 40m x 50m grid. In the Resolute drilling, samples were generally 4m down-hole

FIGURE 4: Mt Thirsty Mineral Resource outline

composites with resampling to 1m when composite grades showed >0.1% Co. Select/Barra drilling was initially sampled with 2m composites, but later drilling was sampled consistently at 1m intervals, which is the maximum resolution of the drilling method.

An assessment of the assay values at end-of-hole depths shows that about 15 per cent of the holes finish with elevated grades in the last sample. While this could be considered a significant number, most are close to cut-off grades and it is considered that the drilling has adequately tested the Mineral Resource.

5.3.3 Bulk Density

A total of 132 samples from aircore drilling were subject to specific gravity measurements. The method used involved water displacement by samples taken from disaggregated aircore samples. This method was devised for pulp samples (also known as solids density) and the results obtained range from 2.3 to 3.4 t/m3 .

Solids specific gravity values are significantly greater than bulk density (or in situ density) values for the same material in the undisturbed state. This is due to the loss of porosity and structure in the undisturbed regolith by the drilling process. Although not yet tested directly, experience with types of regolith in the Eastern Goldfields similar to those at Mt Thirsty suggests that a dry, in situ density of around 1.5 t/m3 is appropriate.

A program of drilling specifically designed to for bulk density determinations is planned to establish correct moisture and wet and dry bulk density parameters for the Mt Thirsty deposit. Eight PQ-sized holes to be drilled through the complete regolith profile are planned at various representative locations, for a total of 650 metres.

5.4 Resources

A Mineral Resource estimate has been prepared in October 2007 by Golder Associates. The geological model and resource estimate is based on data from 21 RAB and 351 aircore holes drilled up to August 2007. A geological model was prepared from interpretation of 50mspaced cross sections, broadly defining a "mineralised envelope" of high Ni-Co-Mn values using a cut-off grade of 0.08% Co. Surrounding this, a less continuous zone of lower grade mineralisation was interpreted using a cut-off grade of 0.5% Ni. In addition, internal waste (mostly within the mineralised envelope) was modelled as a third domain. The block model built based on the geological interpretation had block sizes of 25m x 25m x 5m (parent blocks) and 5m x 5m x 1m (sub-cell blocks).

Estimation of block grades was carried out within each domain by Ordinary Kriging, following statistical analysis of elemental variables for individual domains. Densities were applied to blocks based on a correlation that had been observed between the density values made available to Golder and Fe grade. However, density values were wrongly interpreted as bulk density (see remarks above) and hence the correlation and the absolute bulk density values used need to be re-evaluated following the collection of true bulk density data. The average bulk density applied in the block model used for the resource estimate was about 2.8 t/m3 for the mineralised domains. The author understands that the results of additional PQ drilling will provide more reliable SG estimates and are due shortly. It is also the view of the author that any potential downgrades to the resource tonnage that are attributable to lower s.g's are likely to be offset by increases in tonnages from the recent campaign of Aircore drilling to the west (Figure 4).

Resource classification was based mainly on data density and confidence in the geological interpretation. The resulting categorisations generated were broadly as follows:

• Indicated Resource High grade Co-Ni-Mn zone, mostly defined within the 50m x 40m drilling grid (the "mineralised envelope"); • Inferred Resource Less continuous peripheral zone of low Co and Mn grades, but with Ni > 0.5%

The reported Mineral Resources by category are shown in Table 4.

Resource cut-offs	Indicated Resources		Inferred Resources		Total Resource
Cobalt	Tonnage	Co/Ni/Mn%	Tonnage	Co/Ni/Mn%	Tonnage	Co%/Ni%/Mn%
0%	15,010,000	0.17/0.63/1.25	5,960,000	0.06/0.61/0.40	20,970,000	0.14/0.62/1.01
0.08%	14,880,000	0.17/0.63/1.25	670,000	0.13/0.59/1.00	15,540,000	0.17/0.63/1.24
0.10%	13,990,000	0.17/0.63/1.29	500,000	0.15/0.58/1.14	14,490,000	0.17/0.63/1.29
0.20%	3,350,000	0.27/0.68/2.02	60,000	0.27/0.61/1.91	3,410,000	0.27/0.68/2.02
0.30%	880,000	0.38/0.75/2.73	10,000	0.42/0.48/1.17	900,000	0.38/0.75/2.71

TABLE 4: Mt Thirsty Mineral Resource at various Co cut-off grades.

5.5 Metallurgy

The Mount Thirsty deposit displays characteristics of mineralogy and leach performance which may allow a different approach to extract the valuable metals than have been traditionally applied to limonitic ores.

The following commentary describes metallurgical test work that has been carried out to date. It is discussed in terms of physical upgrading (physical separation of phases containing higher metal values from those with lower values to make a higher grade feed for further processing), leaching to bring the valuable metals into solution, and concludes with a brief summary of processing methods currently employed in Ni-Co laterite operations.

5.5.1 Leaching

Test work has indicated that a mild atmospheric acid leach using either SO2 gas (or an alternative sulphite reagent) to reduce the oxidized high MnO2 asbolane phase is able to extract a significant proportion of the cobalt and manganese in the ore. At 40°C and 10 hours retention time approximately 70-80 per cent of the cobalt and manganese, and 30-40 per cent of the nickel and approximately 10 per cent of the iron can be extracted. The low iron extraction associated with this low temperature mild leach results in lower acid consumption than would be typical of an atmospheric limonite leach using strong sulphuric acid. However, nickel extraction under these conditions is only partial. This is likely the result of nickel being also present in other mineral phases resistant to breakdown rendering it inaccessible to the leach solution.

Nickel extraction can be improved with increased temperature. Tests indicate that at a leach temperature of 80°C and 10 hours retention time nickel, cobalt, manganese and iron extractions can be increased to more than 80 per cent. The significantly increased iron extraction results in an increase in sulphuric acid consumption. An 80°C leach with a shorter retention time produces results generally comparable with the longer 10 hour 40°C leach.

While little detail of the elemental distribution is available the metal values associated with the asbolane mineralogical phase appear to be readily extracted in a mild atmospheric leach using SO2 to reduce the oxidized high MnO2 asbolane phase. The leach behaviour suggests the majority of the cobalt and manganese and some of the nickel is associated with the asbolane phase. It is inferred that some of the nickel is also associated with an iron rich goethite phase and is only extracted under conditions which break down the goethite and consequently produce high iron extractions.

The leach test work has been conducted on samples with approximately 40 per cent iron. This compares with an average resource grade of approximately 27 per cent iron. Further leach testing of samples with iron levels more typical of the resource average is currently underway by Metplant. A lower iron head grade would result in reduced acid consumption assuming iron extraction is unchanged. The average resource grade with lower iron content may represent a lower proportion of goethite in ore than the samples previously tested. The partial extraction of nickel in the 40°C leach may be influenced by the iron content. Lower iron contents in laterites are generally accompanied by higher silica as goethite is replaced by silicate minerals, and this could also potentially change leach behaviour.

5.5.2 Mineralogy and metal values

Some limited microprobe analysis concluded "that the majority of the nickel is found with Co in an Al-bearing Mn phase" which corresponds to asbolane. A minor component of Ni is also seen in a Cr-bearing Fe phase which is probably chromite. A residue sample also showed Ni to be present in a third minor phase consisting of a Mg-Al-Fe silicate, which is likely to be the clay mineral nontronite. This work appears to confirm significant concentrations of nickel and cobalt are present in the asbolane phase, and also that nickel is present in other iron containing phases.

5.5.3 Recovery of metal from solution

No test work has been undertaken on recovery of metal values from leach solution. This will be appropriate once leach conditions have been confirmed. A number of approaches to produce either nickel and cobalt metal or intermediate products have been demonstrated in existing operations. Recovery of manganese may be worth considering.

5.5.4 Process Options

Two general options for leach treatment arise from the test work. Both utilise a sulphite reagent to oxidise the asbolane phase.

One approach is a 'partial leach', in which most of the cobalt but only part of the nickel is extracted with low iron extraction and relatively low acid consumption. This could be undertaken at 40°C for 10-12 hours or 80°C for 2 hours.

Alternatively a more complete leach undertaken at 80°C for 10-12 hours will allow more complete nickel extraction but at the expense of greater iron dissolution and therefore higher sulphuric acid consumption.

Following leaching a number of options exist for recovery of nickel and cobalt as an intermediate product for further refining by others, or production of nickel and cobalt metal. In a number of cases, on site production of final metal products still includes preparation of an intermediate product either for impurity removal or to increase the grade of material treated in the subsequent refining operation. The choice between on site refining or sale of the intermediate product depends on the relative economics. Economies of scale tend to typically favour on-site refining for large production rates, but intermediate scale operations may suit lower production rates.

5.5.5 Industry practice

There is significant industrial experience in processing more conventional limonite ores in high pressure acid leach (HPAL) plants and more recently heap leaching. The mineralogy of these deposits is different from Mt Thirsty, with generally much less asbolane phase and so reductive leaching is not able to achieve good extractions. The key issue for acid leaching of limonite ores has been controlling acid consumption. This has pushed the industry towards to the capital intensive HPAL conditions where net iron extraction is reduced, to avoid the much higher acid consumptions associated with atmospheric leaching. Examples include Moa Bay in Cuba, Murrin Murrin, Cawse and Ravensthorpe in Western Australia, and the several projects in development including Goro (New Caledonia) and Ambatovy (Madagascar).

Laterite ores are also being treated by the reduction roast-ammonia leach Caron process, also a capital intensive process. Examples include Nicaro and Punta Gorda in Cuba and QNI in Queensland. No Caron process plants have been committed in recent times.

Reductive leaching of laterite ore is much less common. Geovic Mining Corp. has a project in Cameroon with somewhat similar mineralogy for which reductive sulphite leaching is proposed. This deposit is amenable to significant physical upgrading of ore prior to the leach stage. A technical report is available in the public domain from the internet.

With respect to downstream metal recovery a number of options have been demonstrated, associated with either laterite leaching (HPAL or heap leach) projects and operations, concentrate leaching projects, or nickel matte refining operations. In concept a number of recovery options from solution have been demonstrated. Several intermediate product options are available. In the past sulphide intermediates have been typical (e.g. Moa Bay, Murrin Murrin). More recently some projects have considered hydroxide or carbonate intermediates which are cheaper to produce, but typically at lower purity.

5.6 Exploration Potential

The potential to increase Ni-Co laterite Mineral Resources by further drilling is considered to be good. Current drilling on E63/373 appears to have limited the Resource on its eastern side where fresh ultramafic and gabbro appear at the surface. However, the mineralisation is open along strike to the southwest for potentially 500m where it would intersect the southern tenement boundary. More significantly, it is open to the west for its entire north-south strike extent within the lease. Results from drilling to the west of the mineralised envelope (Fig 4) are due shortly. Aeromagnetic images indicate a strongly magnetic feature to the west of existing drilling which could potentially be serpentinised ultramafic rocks.

Currently defined mineralisation at the northern boundary of E63/373 is known to extend northwards into the neighbouring tenement, over which Meteore currently has no rights. A commercial arrangement such as a purchase agreement or joint venture with the tenement owner may provide enhancements to Meteore Metal's mineralised inventory.

There is little evidence to suggest a potential for Ni-Co regolith mineralisation within the larger tenement block to the northwest of the lease containing the known Resource. There is evidence in aeromagnetics of possible ultramafic bedrock in the southeast quadrant of the section of E63/373 that is part of the northwest tenement block. This corresponds to scattered areas of outcrop of mafic rocks and metasedimentary rocks shown on published geological maps. The possibility of mineralised regolith needs to be tested by drilling. Otherwise the tenement block is devoid of Archaean rock outcrop and appears to be underlain by granitoid rocks which form part of the southern extent of the Pioneer granitoid dome. The contact between the granitoid and greenstones could be a favourable site for gold mineralisation, which could be tested by more detailed magnetic surveys and geochemical Exploration.

6.0 BASIS OF VALUATION

In preparing this report, 189 Projects has considered the relevant ASIC regulatory guidelines in particular RG 111 which relates to the content of experts reports.

7.0 VALUATION METHODOLOGIES

7.1 Fair Market Value of Mineral Assets

Mineral assets are defined in the VALMIN Code as all property including, but not limited to real property, mining and exploration tenements held or acquired in connection with the exploration, the development of and the production from those tenements together with all plant, equipment and infrastructure owned or acquired for the development, extraction and processing of minerals in connection with those tenements. The VALMIN Code defines the value, that is fair market value, of a mineral asset as the estimated amount of money or the cash equivalent of some other consideration for which, in the opinion of the Expert or Specialist reached in accordance with the provisions of the VALMIN Code, the mineral asset should change hands on the valuation date between a willing buyer and a willing seller in an arms length transaction, wherein each party has acted knowledgeably, prudently and without compulsion.

In effect, therefore, the valuation expert is assumed to have the knowledge and experience necessary to establish a realistic value for a mineral asset. The real value of a tenement can only be established in an open market situation, where an informed public is able to bid for an asset. The most open and public valuation of mineral assets occur when they are sold to the public through a public share offering by a company wishing to become a public listed resource company, or by a company raising additional finance. In this instance, the public is given a free hand to make the decision, whether to buy or not buy shares at the issue price, and once the shares of the company are listed, the market sets a price.

It is well known to most valuation experts that where mineral tenement valuation is concerned there really are two quite distinct markets operating in Australia. Almost without exception, the values achieved for mineral assets sold through public flotation are higher than where values are established through, say, the cash sale by a liquidator, or the sale by a small prospector to a large company neighbour, or through joint venture arrangements.

It is our opinion, that in all these circumstances the terms of sale generally do not meet the criteria laid out in the VALMIN Code for fair market value (ie. transaction between a willing buyer, willing seller in an arms length transaction, wherein each party had acted knowledgeably, prudently and without compulsion). Invariably one of the parties is a less than enthusiastic participant and it can't be said that the purchase or sale is without an element of compulsion.

It is 189 Projects' opinion that the fair market value of mineral assets should be valued by the Expert on the assumption that they are traded by vending them into a public float. Generally this will mean that the vendor is issued escrow shares (escrow period is usually two years). Importantly, this is a true cash sale situation, since the purchaser of the tenements (the public) is always expected to pay cash.

The VALMIN Code notes that the value of a mineral asset usually consists of two components, the underlying or Technical Value and the Market component which is a premium relating to market, strategic or other considerations which, depending on circumstances at the time, can be either positive, negative or zero. When the Technical and Market components of value are added together the resulting value is referred to as the Market Value.

The value of mineral assets is time and circumstance specific. The asset value and the market premium (or discount) changes, sometimes significantly, as overall market conditions, commodity prices, exchange rates, political and country risk change. Other factors that can influence the valuation of a specific asset include the size of the company's interest, whether it has sound management and the professional competence of the asset's management. All these issues can influence the market's perception of a mineral asset over and above its technical value.

7.2 Methods of Valuing Mineral Assets in the Exploration Stage

When valuing an Exploration or mining property the Expert is really attempting to arrive at a value that reflects the potential of the property to yield a mineable ore reserve and which is, at the same time, in line with what the property will be judged to be worth when assessed by the market. Arriving at the value estimate by way of a desktop study is notoriously difficult because there are no hard and fast rules and no single industry-accepted approach.

It is obvious that on such a matter, based entirely on professional judgement, where the judgement reflects the valuation Expert's previous geological experience, local knowledge of the area, knowledge of the market and so on, that no two valuers are likely to have identical opinions on the merits of a particular property and therefore, their assessments of value are likely to differ - sometimes markedly.

The most commonly employed methods of exploration asset valuation are:

Multiple of Exploration expenditure method (exploration based) also known as the premium or discount on costs method or the appraised value method;
Joint venture terms method (expenditure based);
Yardstick Method (asset based), for example using rule of thumb for JORC resources;
Geoscience rating methods such as the Kilburn method (potential based); and
Comparable market value method (real estate based).

It is possible to identify positive and negative aspects of each of these methods. It is notable that most valuers have a single favoured method of valuation for which they are prepared to provide a spirited defence and, at the same time present arguments for why other methods should be disregarded. The reality is that it is easy to find fault with all methods since there is a large element of subjectivity involved in arriving at a value of a tenement no matter which method is selected. It is obvious that the Expert valuer must be cognisant of actual transactions taking place in the industry in general to ensure that the value estimates are realistic.

In 189 Project's opinion a geologist charged with the preparation of a tenement valuation must give consideration to a range of technical issues as well as make a judgement about the "market". Key technical issues that need to be taken into account include:

geological setting of the property;
results of exploration activities on the tenement;
evidence of mineralisation on adjacent properties; and
proximity to existing production facilities of the property.

In addition to these technical issues the valuation Expert has to take particular note of the market's demand for the type of property being valued. Obviously this depends upon professional judgement. As a rule, adjustment of the technical value by a market factor must be applied most judiciously. It is 189 Projects' view that an adjustment of the technical value of a mineral tenement should only be made if the technical and market values are obviously out of phase with each other.

It is 189 Projects' opinion that the current market in Australia may pay a premium over the technical value for high quality mineral assets (ie. assets that hold defined Resources that are likely to be mined profitably in the short-term or projects that are believed to have the potential to develop into mining operations in the short term even though no resources have been defined). On the other hand Exploration tenements that have no defined attributes apart from interesting geology or a "good address" may well trade at a discount to technical value. Deciding upon the level of discount or premium is entirely a matter of the Experts professional judgement. This judgement must of course take account of the commodity potential of the tenement. Currently in Australia for example, a tenement may have an elevated value for its gold, base metals, nickel and iron ore potential. There are of course numerous factors that affect the value such as proximity to an established processing facility and the size of the land holding.

7.3 Methods for Valuing Mineral Resources and Ore Reserves

Where resources and/or ore reserves have been defined our approach is to excise them from the mineral property and to value them separately on a value per resource tonne basis or on the basis of a discounted cashflow ("DCF"). The value of the exploration potential of the remainder of the property can then be assessed. Where appropriate, discounts are applied to the estimated contained metal to represent uncertainty in the information.

Once a resource has been assessed for mining by considering revenues and operating costs the economically viable component of the resource becomes the ore reserve. When this is scheduled for mining and all capital costs are considered, the net present value ("NPV") of the project is established by discounting future annual cashflows using an appropriate discount rate. The resulting "classical" NPV has numerous deficiencies which are linked to the fact that the method assumes a static approach to investment decision making which is obviously not the case. Nevertheless the NPV represents the only practical approach to valuing a proposed or on-going mining operation.

When only a Mineral Resource has been outlined and its economic viability has still to be established (ie. There is no Ore Reserve or lack of modifying factors required for an Ore Reserve) then typically a "rule of thumb" approach is usually applied. This means allocating a dollar value to the resource tonnes in the ground.

The quality of the resource tonnes and therefore value is a factor of:

the grade of the resource;
the proximity to infrastructure such as an existing mill, roads, power, water, skilled work force, equipment, etc;
likely operating and capital costs;
the amount of pre strip (for open pits) or development (for underground mines) necessary;
the likely ore to waste ratio (for open pits); and
the overall confidence in the resource.

8.0 VALUATION

8.1 Valuation Methodology

Taking into consideration the advanced stage of Meteore Metals' tenements, our view is that the Yardstick Method and Joint Venture Method are applicable valuation methodologies.

8.1.1 Joint Venture Method

On 15th December 2006 Barra Resources announced an Option Agreement whereby Barra Resources had an option to subscribe to 50 per cent of the issued capital of Select Minerals provided Barra Resources spend a total of A\$750,000 and exercise the option to undertake an Initial Public Offering on 4th September 2007 with the IPO to take place before 3rd March 2008. If an IPO was not completed by this date, then Select Minerals and Barra Resources would then be in a 50:50 contributing Joint Venture (Tenants in Common) with Select Minerals as the Manager.

Shortly after exercise of the Option on 4th September 2007, Barra Resources advised Select Minerals that it had fulfilled its expenditure commitments, comprising exploration expenditure of A\$500,000 together with payments of approximately A\$250,000. Inspection of the most recent joint venture accounts indicated that Barra Resources had in fact exceeded this amount with total expenditure of A\$1,064,908 as at 20 November 2007 (Barra Resources, Joint Venture Account, 20 November 2007).

The author understands that the authorised expenditure by Barra Resources as agreed to between the joint venture parties was \$750,000. Expenditure in excess of this amount, unless previously mutually agreed to by the joint venture parties, may not trigger the dilution clause under the Joint Venture agreement. The author therefore considers that Select Minerals' interest in the joint venture is likely to remain at 50 per cent.

The author is satisfied that A\$1,064,908 represents a completed Joint Venture commitment which values Meteore Metal's 50 per cent share of the Joint Venture at A\$1,064,098 provided that the dilution clause under the joint venture agreement is shown not to be enforceable in this instance.

8.1.2 Yardstick Method

One of the valuation approaches applied to Advanced Exploration Areas and Predevelopment Projects is the so-called 'in situ Mineralisation Method' or the 'Yardstick Method'. This method is based on the concept of a known undeveloped Mineral Resource being worth a certain fraction (the 'Yardstick') of the contained commodity value ('metal in ground'), using commodity prices prevailing at the date of valuation.

The Yardstick value can derived from an average market-based figure obtained from an analysis of recent transactions and is expressed as a monetary value per unit of commodity, for example per tonne or per pound of contained metal. It may be modified to accommodate the quality (e.g. grade) and category (e.g. confidence level) of the Mineral Resource/Reserve involved and the time, effort and expenditure expected to be involved in bringing the project to fruition. Given the advanced state of Meteore Metal's Mt Thirsty Project, it was considered appropriate to review a basket of nickel explorers with reported nickel Mineral Resources. The methodology involved subtracting net cash (current assets less debt) and dividing this adjusted market capitalisation by the total resources (inclusive of reserves) to calculate an adjusted Enterprise Value per pound of Mineral Resource Nickel (Equivalent).

For the purpose of establishing a meaningful yardstick valuation for the Mt Thirsty Project, it was decided to analyse a basket of companies that have reported nickel+/ cobalt laterite Mineral Resources >100kt contained nickel equivalent and which are proposing to use using atmospheric leaching (heap /vat leaching) methods. Table 5 compares Enterprise Value (Market Capitalisation + Net Debt) over contained nickel tonnes (equivalent). That is converting other non-nickel metals to the equivalent nickel value per tonne of contained nickel.

Subtle differences in ore mineralogy, acid consumption, mining costs, clay and iron content for example give rise to substantial variations in both OPEX and CAPEX. The primary benefit of atmospheric leaching is the reduced CAPEX (US\$150-US\$800m) compared to similar scale High Pressure Acid Leach ("HPAL") in the range of US\$1.8b or US 17/lb (e.g. Ravensthorpe) to US\$3.0b or US\$22.0/lb (e.g. Goro). The downside of atmospheric leaching is the higher OPEX which is projected to be in the order of US\$3.2/lb to US\$5.0/lb Ni (equivalent) compared to HPAL plants at around US\$2.50/lb Ni (Equivalent). This is in part due to the high acid consumption in the course of the Atmospheric Leaching process.

TABLE 5: Enterprise Value per market capitalisation of Nickel (Equiv) tonnes
Company	Code		Enterprise Value/Tonne Ni (equiv)	Ownership	Market Cap (\$m)		Ni Equiv (kt)
Metals X Limited	MLX	\$	168.36	100%	\$	477.29	2,644.34
Metallica Minerals	MLM	\$	136.68	100%	\$	52.05	293.44
GME Resources Limited	GME	\$	113.76	100%	\$	82.28	642.36
Rusina Mining NL	RML	\$	128.10	40%	\$	57.17	990.09
Proto Resources and Investments	PRW	\$	28.05	100%	\$	9.02	133.66
Nickelore Limited	NIO	\$	18.15	100%	\$	5.68	293.44
Jervois Mining	JRV	\$	10.35	100%	\$	32.96	3,001.21
Heron Resources	HRR	\$	9.01	100%	\$	123.73	8,099.22

The comparable companies average EV/Tonne Ni (Equiv) of around A\$76.56/tonne suggesting this segment of the nickel sector is cheap in relation to its nickel sulphide counterparts. This most likely reflects the markets uncertainty given the paucity of successful operations outside of Murrin Murrin in Australia. A successful commissioning of the Lucky Break Project in Queensland (Metals Finance Corporation 50%: Metallica Minerals Limited 50%) will go a long way to demonstrating the application of the technology in Australia.

The Mt Thirsty deposit contains approximately 597.14kt Ni (Equiv) based on the published Mineral Resource estimate. Applying the yardstick method using the lowest, average (preferred value) and highest values in the sample of comparable companies, the following valuation for the project is derived Table 6:

TABLE 6: Meteore Metals Mineral Asset Valuation using Yardstick Method

Valuation	EV/Nickel T (equiv)	A\$m	Meteore 50% share A\$m
Lowest	\$9.01	\$5.38	\$2.69
Average	\$76.56	\$45.72	\$22.86
Highest	\$168.36	\$112.59	\$56.29

8.2 Valuation Summary

8.2.1 Meteore Metals Mineral Assets Valuation Summary

The results are summarized in table 7:

TABLE 7: Meteore Mineral Assets valuation summary	Section	Low	High
Joint Venture Method (A\$ m)	8.1.3	1.06	1.06
Yardstick Method (A \$ m)	8.1.4	2.69	56.29

8.2.2 Meteore Metals Valuation Discussion

The results are summarized in table 7 outline a range of values for the mineral assets of Meteore Metals.

An important observation is that the Joint Venture terms whereby Barra Resources exercised an option (to either become an equal shareholder in Meteore with the existing Meteore Vendors or a 50: 50 Joint Venture interest) look comparably cheap compared to the Yardstick Valuations (A\$2.69m to A\$56.29m) of Meteore Metals' mineral assets.

The Yardstick Method is empirically based and perhaps a more robust method for valuing the mineral assets, with numerous analogues used to derive the yardstick valuation basis.

The author had considered applying a geoscience rating method such as the Kilburn method; however that method is quite subjective and relies too much upon the valuer's judgement.

The valuation date is 6 May 2008 and applies the Joint Venture method and Yardstick method (Table 8).

The lower case valuation is the average of the Joint Venture method valuation and the lowest value under the Yardstick method.

The mid case and preferred valuation is averaged from the Yardstick method valuation and the Joint Venture method valuations.

The upper case valuation is the highest value under the Joint Venture method.

TABLE 8: Meteore Mineral Asset Valuation	A\$m
Lower Case	\$1.87
Mid Case and Preferred Value	\$20.72
Upper Case	\$56.29

9.0 INDEPENDENCE AND DISCLOSURE OF INTERESTS

Prior to accepting this engagement 189 Projects considered its independence with regard to ASIC RG 111 and RG 112. 189 Projects determined that it is independent of Meteore Metals.

189 Projects is entitled to receive a fee of approximately A\$8,000 (plus GST) for the preparation of this Report, based on time costs and disbursements. The fee is payable to 189 Projects regardless of the outcome of the Transaction. Except for this fee, 189 Projects has not received and will not receive any pecuniary or other benefit, whether direct or indirect in connection with the preparation of this Report.

Neither the signatory to this Report nor 189 Projects holds shares or options in Meteore Metals. No such shares or options have been held at any time over the last two years. Neither the signatory to this Report nor 189 Projects has had within the past two years any business relationship material to an assessment of 189 Projects' impartiality with Meteore Metals, or their associates.

A draft of this Report was provided to Meteore Metals and its advisors for their confirmation of the factual accuracy of its contents. No changes were made to the methodologies or conclusions reached in this Report as a result of this review.

Meteore Metals has indemnified 189 Projects in respect of any claim arising or in connection with 189 Projects' reliance on information provided by Meteore Metals.

10.0 QUALIFICATIONS

189 Projects is an Australian based Geological Consulting company. Principals associated with 189 Projects have been engaged in mining, exploration, valuations, experts' reports and research for approximately 20 years. The person responsible for preparing and reviewing this report is Terry Butler Blaxell who is actively involved in the mining industry as a consultant in Exploration and Evaluation studies. More recently he has joined the boards of ASX listed Hazelwood Resources Limited (ASX: HAZ), and Accent Resources (ASX: ACS). Prior to joining these companies, Mr Butler-Blaxell worked for fifteen years as an Exploration and Project Geologist for a range of Public Listed Companies operating in the Eastern Goldfields, Murchison and Pilbara regions of Western Australia, and also has gained extensive experience in financial modeling and valuation.

Mr Butler-Blaxell has a Bachelor of Science in Geology and Physical-Inorganic Chemistry from the University of Western Australia, a Master of Business Administration from Murdoch University and a Graduate Diploma in Applied Finance and Investment from the Financial Services Institute of Australia. He is a fellow of the Financial Services Institute of Australia, Member of the Australasian Institute of Mining and Metallurgy and a Member of the Australian Institute of Company Directors.

11.0 DISCLAIMERS AND CONSENTS

This Report has been prepared at the request of Meteore Metals for inclusion in the Explanatory Memorandum, which will be enclosed with the Notice of Meeting. Meteore Metals has engaged 189 Projects to prepare this Report to consider the Transaction on behalf of Meteore Metals Shareholders.

189 Projects hereby consents to this Report being included in the above Explanatory Memorandum or being made available to Meteore Metals Shareholders at their request. Apart from such use, neither the whole nor any part of this Report, nor any reference thereto may be included in or with, or attached to any document, circular, resolution, statement or letter without the prior written consent of 189 Projects.

189 Projects takes no responsibility for the contents of the Explanatory Memorandum other than this Report.

189 Projects has not independently verified the information and explanations supplied to us, nor has it conducted anything in the nature of an audit of Meteore Metals. 189 Projects does not warrant that our enquiries have revealed all of the matters which an audit or extensive examination might disclose. However, 189 Projects has no reason to believe that any of the information or explanations so supplied is false or that material information has been withheld.

The statements and opinions included in this Report are given in good faith and in the belief that they are not false, misleading or incomplete.

The terms of this engagement are such that 189 Projects has no obligation to update this Report for events occurring subsequent to the date of this Report.

Yours sincerely

Terry Butler-Blaxell. MAusIMM

DIRECTOR

189 PROJECTS PTY LTD

SOURCES OF INFORMATION

In making our assessment, 189 Projects has reviewed relevant published and unpublished information on Meteore Metals and the relevant associated entities. In addition 189 Projects has held discussions with the directors and management of Meteore Metals. Information received and reviewed by 189 Projects includes, but is not limited to the following:

1. Barra Resources Limited, 2005 Annual Report.
1. Barra Resources Limited, 2006 Annual Report.
1. Barra Resources Limited, 2007 Annual Report.
1. Barra Resources Limited, Execution of Select Agreement, ASX Announcement, 21 December 2006.
1. Barra Resources Limited, Half Year Report, ASX Announcement, 31 December 2008.
1. Barra Resources Limited, Quarterly Cash Flow Report, ASX Announcement, 30 April 2008.
1. Barra Resources Limited, Joint Venture Account, 20 November 2007.
1. Barra Resources Limited, Option Exercise Notice, 4 September 2007.
1. BDO Kendalls Corporate Finance (WA) Pty Ltd, Investigating Accountants Report, 30th September 2007.
1. CSA Australia Pty Ltd, Independent Technical Report, Mt Thirsty Project, 15th January 2008.
1. Fission Energy Limited, Acquisition of Meteore Metals Limited, ASX Announcement, 21 April 2008.
1. GROENEVALD, P.B. and RIGANTI, A., 2004, East Yilgarn 1:100,000 Geological Information Series an explanatory note. Report No. 95, Geological Survey of Western Australia.
1. Metplant Engineering Services Pty Ltd, CAPEX and OPEX Desktop Study, 11th March 2008.
1. Metplant Engineering Services Pty Ltd, Desktop Study, Testwork Summary 3rd January 2008.
1. Mineral Resource Estimation of the Mount Thirsty Nickel Laterite Deposit, Norseman, Western Australia. Golder Associates report for Barra Resources Ltd, October 2007.
1. Mt Thirsty Option Agreement, Waiver of Condition to Completion, 29 March 2007.
1. Mt Thirsty Nickel, Cobalt & Manganese Project, Western Australia, Information Memorandum, Undated.
1. Option Agreement, Select Minerals Pty Ltd and Barra Resources Limited (2006).
1. Option Agreement Notice, Option Exercise Notice acknowledgement, 5th November 2007.
1. Select Minerals Pty Ltd Sale and Purchase Agreement (2007).
1. Summary of the extraction results observed during leach tests of a composite Barra Resources ore sample.
1. Tax-Aid, Select Minerals Pty Ltd, Financial Accounts & Directors Report, 30th June 2005.

AI assistant

CONICO LTD — Proxy Solicitation & Information Statement 2008

64678_rns_2008-05-27_d1a58ddf-e084-4126-b32b-40eecfed2044.pdf

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Resolution 1 – Purchase of shares in Meteore Metals Limited

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INDEPENDENT EXPERT'S REPORT

TABLE OF CONTENTS

INDEPENDENT EXPERT'S REPORT – FISSION ENERGY LIMITED

1. I N TRO DU C TI O N

2. S UM M A RY A ND OP I NI O N

2.1 Opinion

2.2 Fairness

2.3 Reasonableness

3. O U TLI NE O F TH E TR A NS AC TI O N

4. RE P O R T RE Q UI R E M E N TS

5. BA S I S O F E V ALU A TI O N

5.1 Regulatory Guidance

5.2 Adopted Basis of Evaluation

6. P RO FI LE O F FI S S I O N

6.1 History

6.2 Capital Structure

6.2.1 Capital Structure - Shares

6.2.2 Capital Structure - Options

6.3 Historical Balance Sheet

6.4 Historical Income Statements

6.5 Commentary on the Historical Balance Sheet and Historical Income Statement

7. P RO FI LE O F M E TE O RE

7.1 History

7.2 Capital Structure

7.3 Historical Balance Sheet

7.4 Historical Income Statements

7.5 Commentary on the Historical Balance Sheet and Historical Income Statement

8. NI CK E L AN D CO BA LT I N DU S TR Y ANA LY S I S

8.1 Nickel in Australia and Western Australia

8.2 Cobalt in Australia and Western Australia

8.3 Historical nickel prices

10 Year Nickel Price History

8.4 Historical Cobalt Prices

10 Year Cobalt Price History

8.5 Outlook Nickel

8.6 Outlook Cobalt

9. V ALU ATI O N M E TH O D O L O G I ES

CONICO LTD Proxy Solicitation & Information Statement 2008