DART MINING NL — AGM Information 2008

Oct 8, 2008

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DART MINING NL ABN 84 119 904 880

NOTICE OF ANNUAL GENERAL MEETING

and

EXPLANATORY MEMORANDUM

DATE AND TIME OF MEETING:

Friday, 21 November 2008 at 10.00 am AEST

PLACE OF MEETING:

RACV Club Bourke Room 1 Level 2, 501 Bourke Street MELBOURNE, VICTORIA 3000

This Notice of Annual General Meeting and Explanatory Memorandum should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on (03) 9621 1322.

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DART MINING NL

ABN 84 119 904 880

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of shareholders of Dart Mining NL (" Company ") will be held at the Bourke Room 1, RACV Club, Level 2, 501 Bourke Street, Melbourne, Victoria on Friday, 21 November 2008 at 10.00am.

The Explanatory Memorandum which accompanies and forms part of this Notice of Meeting describes the various matters to be considered and contains a glossary of defined terms used in this Notice of Meeting.

AGENDA

ORDINARY BUSINESS

1. FINANCIAL STATEMENTS

• To consider and receive the Financial Report, Directors' Report and the Auditor's Report for the year ended 30 June 2008.

2. RE-ELECTION OF DIRECTORS

To consider and, if thought fit, to pass, as separate ordinary resolutions:

• (a) Mr. Richard Udovenya is re-elected as a Director.

• (b) Mr. Stephen Poke is re-elected as a Director.

3. REMUNERATION REPORT

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

The Remuneration Report of the Company for the year ended 30 June 2008 is adopted.

SPECIAL BUSINESS

1. DIRECTOR PERFORMANCE RIGHTS

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

“ That approval be given under Listing Rules 7.1 and 10.14 for a grant of 492,000 Performance Rights to directors of the Company on, substantially, the same terms as the rights granted to employees under the Dart Employee Option Plan. ”

VOTING EXCLUSION STATEMENT

The company will disregard any votes cast by directors on Special Business resolution 1 or any associate of him/her.

However the Company need not disregard a vote if:

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

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• (b) it is cast by such 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.

NOTES

1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint not more then two proxies to attend and vote in place of such member at the meeting.

2. Where more than one proxy is appointed, separate proxy forms must be lodged and each proxy must be appointed to represent a specified proportion of the shareholder ’ s voting rights.

3. A proxy duly appointed need not be a shareholder of the Company.

4. The proxy form must be signed by the member or the member ’ s attorney. Proxies given by corporations must be signed by a duly authorized officer(s) or executed under seal. In the case of joint members, all are to sign.

5. The appointment of one or more duly appointed proxies will not preclude you from attending the meeting and voting personally.

6. It has been determined pursuant to section 1109N of the Corporations Law that all quoted securities of the Company shall, for the purposes of the meeting, be taken to be held by those persons who hold them as at 48 hours before the time notified for the commencement of the meeting.

7. Faxed or original proxy forms must be delivered at Link Market Services not less then 48 hours before the time fixed for holding the meeting.

Faxed to Link Market Services Limited on Fax: +61 2 9287 0309.

Online at Link Market Service's website www.linkmarketservices.com.au in accordance with the instructions given there (you will be taken to have signed your proxy form if you lodge it in accordance with the instructions given on the website).

The completed proxy form may be mail/delivered to the Company ’ s share registry, Link Market Services Limited at:

Street Address:

Postal Address:

Link Market Services Limited Link Market Services Limited Level 12, 680 George Street Locked Bag A14 Sydney NSW 2000 Sydney South NSW 1235

1. If the appointment is signed by an attorney, the power of attorney or a certified copy of it must be sent with the proxy form.

2. If you have multiple holdings, please complete a proxy form for each holding.

The attached proxy form forms part of this notice.

Please call 03 9621 1322 if you have any questions regarding this Notice of Meeting, the Proxy Form or the Explanatory Memorandum.

By Order of the Board

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John Quayle Company Secretary 8[th] October 2008

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DART MINING NL ABN 84 119 904 880

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of shareholders of Dart Mining NL ("Company") in connection with the business to be conducted at the Company ’ s Annual General Meeting to be held at the Bourke Room 1, RACV Club, Level 2, 501 Bourke Street, Melbourne, Victoria on Friday, 21 November 2008 at 10.00am.

All of the resolutions to be voted on are ordinary resolutions. Ordinary resolutions require a simple majority of votes cast by shareholders entitled to vote on the resolution.

This Explanatory Memorandum is an important document and should be read carefully in its entirety by all shareholders. Shareholders are strongly advised to consult their legal or financial advisers if they require further advice in connection with the matters contained in this Explanatory Memorandum.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting.

EXPLANATORY NOTES TO THE RESOLUTIONS

ORDINARY BUSINESS ITEM 1

The Company ’ s Financial Statements and Reports and Shareholder Questions

The Corporations Act requires the Company to lay its Financial Report, Directors ’ report and Auditor ’ s report for the last financial year before the Annual General Meeting. No resolution is required for this item, but shareholders will be given the opportunity to ask questions and to make comments on the reports and the management of the Company.

The Company ’ s Auditor will also be present at the meeting and shareholders will be given the opportunity to ask the Auditor questions including about the conduct of the audit, the preparation and content of the Auditor ’ s report, the accounting policies adopted by the Company and the independence of the Auditor.

ORDINARY BUSINESS ITEM 2

Re-Election of Directors

Items 2(a) and 2(b) on the agenda seeks approval for the re-election of both Mr Udovenya and Mr Poke who are retiring by rotation under Rule 62(1) of the Company ’ s Constitution. This Rule states that “ Subject to the Listing Rules and Article 66(7), at each Annual General Meeting one-third of the Directors or, if their number is not a multiple of three, then the number nearest to but not more than ” one-third of the Directors must retire from Office .

Mr Udovenya and Mr Poke are eligible for re-election under Rule 62(5) of the Company ’ s Constitution and each offers himself for re-election as a Director of the Company.

The Board recommends the re-election of both Mr Udovenya and Mr Poke.

Richard Udovenya

Non-Executive Director, Appointed 15 June 2006, Age 47

Richard Udovenya is a Partner of the law firm ResourcesLaw International, the legal advisers of Dart Mining NL. He has over 20 years ’ legal experience in Australia and New Zealand and holds a Bachelor of Laws, a Bachelor of Commerce and a Graduate Diploma in Applied Finance and Investment (SIA). Richard is also a Fellow of the Financial Services Institute of Australia and a member of the Australian Institute of Company Directors. Richard ’ s focus is in the corporate, corporate governance and commercial law areas. He is a director of, and legal advisor to, a number of Australian and international companies.

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Mr Udovenya was appointed on 15 June 2006 as a non-executive director. He is due to retire from the Board in accordance with the Company ’ s Constitution and being eligible, has offered himself for re-election.

Stephen Poke

Non-Executive Director, Appointed 15 June 2006, Age 46

Stephen Poke has over 25 years of technical and management experience in all forms of surface diamond and reverse circulation drilling as well as extensive experience in underground drilling. Over the past 25 years Stephen has been involved in and managed some of the largest drilling programs in Australia in various senior management positions with drilling companies.

Mr Poke was appointed on 15 June 2006 as a non-executive director and is currently the chairman of the Audit and Risk Management Committee. He is due to retire from the Board in accordance with the Company ’ s Constitution and being eligible, has offered himself for reelection.

ORDINARY BUSINESS ITEM 3

Remuneration Report

The Annual Report for the year ended 30 June 2008 contains a Remuneration Report which sets out the remuneration policy for the Group and reports the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors. A copy of the report is set out on pages 5-8 of the Annual Report and can also be found on the Company website at www.dartmining.com.au.

Under the provisions of the Corporations Act, the shareholder vote is advisory only and will not require the Company to alter any arrangements detailed in the Remuneration Report, should the resolution not be passed. Notwithstanding the legislative effect of this requirement, the Board has determined that it will take the outcome of the vote into consideration when considering the remuneration policy.

Shareholders will be given the opportunity to ask questions and to make comments on the Remuneration Report.

SPECIAL BUSINESS ITEM 1

Director Performance Rights

Approval is sought for the grant of a total of 492,000 Performance Rights to Executive and NonExecutive Directors of the Company, pursuant to the Dart Employee Share Option Plan, and otherwise on the terms and conditions set out in this notice. The proposed grant of Performance Rights are in respect of the 2008 financial year and will be granted shortly after the meeting if approved. No Rights or Options have been or will be issued to Directors pursuant to the Dart Employee Share Option Plan prior to the date of this meeting.

The ASX requires, under Listing Rule 10.14, that shareholders approve the grant of new securities to a director. Shareholder approval is sought to issue 174,000 Performance Rights to each of Executive Directors, Messrs Hochwimmer and Turnbull, and to issue to each of the NonExecutive Directors, Mr Bain 60,000 Performance Rights, Mr Udovenya 42,000 Performance Rights, and Mr Poke 42,000 Performance Rights.

Background

To ensure that the Company has appropriate mechanisms to continue to attract and retain the services of directors and employees of a high calibre, at the 2007 Annual General Meeting the Company obtained approval to establish a new share option plan ( “ Dart Employee Share Option Plan ” or “ Option Plan ” ).

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As stated in the background to the 2007 Annual General Meeting resolution, the Directors and employees of the Company have been, and will continue to be, instrumental in the growth of the Company. The Option Plan will be used as part of the remuneration planning for Directors and employees. Dart ’ s Remuneration Policy follows Corporate Governance Council Guidelines which recommend that executive remuneration packages involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the Company's circumstances and goals.

As stated in the background to the resolution passed at the 2007 Annual General Meeting, the Option Plan was also intended to be used as part of the remuneration planning for non-executive Directors. Although this is not in accordance with the recommendations contained in the Corporate Governance Council Guidelines, the Company considers that it is appropriate for nonexecutive Directors to participate in the Option Plan given the size of the Company.

Option Plan

The intention of the plan is to align employees ’ rewards with those of shareholders over the long term. Shareholder returns are sensitive to the performance of Dart Mining NL against key indicators. It is proposed that the Performance Rights be issued to certain employees and directors (executive and non-executive) which are not options but an indicator of the maximum number of options which may, at the discretion of the Board, be available for grant to those persons if performance targets are met. Performance Rights have no value and are not options to subscribe for shares. The number of Options that may be granted pursuant to the Performance Rights issued therefore is dependent on the performance of Dart Mining NL against 2008/9 targets.

The following table lists the performance target that applies and the weighting given to their achievement in determining the number of Performance Rights available to be granted to the two categories of employees and directors. By way of example, achieving the 100,000oz Au JORC Resource defined by 1 January 2010 target has a 50% weighting in the granting of the Performance Rights. The safety and well being of all Dart Mining NL employees is paramount – and therefore is represented in two ways a group target and an individual target measured as number of Lost Time Injuries (LTI). The achievement of the group performance target for safety has a maximum weighting of 30% and the achievement of the individual performance target has a weighting of 20%. Achievement below target in the sense of incurring an LTI results in the loss of 10% for the group and 10% for the individual.

Executive Directors and Employees

Performance Target	Achieve Target	Target not met
100,000oz Au JORC Resource or equivalent defined by 1/1/2010	50%	0%
Safety– LTI (target 2008/09 = no LTI)	30%	10% lost for each group LTI
Individual LTI	20%	10% lost for each individual LTI
Maximum	100%

Non-Executive Directors

Performance Target	Achieve Target	Target not met
100,000oz Au JORC Resource or equivalent defined by 1/1/2010	80%	0%
Individual– site visits (3 visits in 2008/3 visits in 2009)	20%	20% if attend site six times, 10% for five
Maximum	100%

The maximum number of Performance Rights that can be granted to directors and employees under the Dart Employee Share Option Plan is calculated by dividing the Value at Risk by $0.167,

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being the average Dart Mining NL(DTM) closing share price over the five days following the ASX announcement made 17 June 2008.

Directors and employees Options entitlements deriving from Performance Rights will be granted as soon as practicable after 1 January 2010 - once the entitlement has been calculated - but by no later than 31 March 2010. This is a date more than 12 months after this Meeting but less than 3 years (Listing Rule 10.15A.9). Directors and employees will then have until 30 April 2012 to exercise the Options with a payment of 16.7c per option. No loans will be made by the Company to facilitate the exercise of the Options.

Details of any securities issued under the Dart Employee Share Option Plan will be published in each annual report of Dart Mining NL relating to a period in which securities have been issued, and that approval for the issue of these securities to Directors was obtained under Listing Rule 10.14. Any additional persons who become entitled to participate in the Dart Employee Share Option Plan after this Resolution is approved and who are not named in the Notice of Meeting will not participate until approval is obtained under Listing Rule 10.14.

Under the Performance Rights, subject to satisfaction of the performance criteria, Executive Directors, Messrs Hochwimmer and Turnbull, will be granted a maximum of 174,000 options by 31 March 2010 once their entitlement has been determined.

Under the Performance Rights, subject to satisfaction of the performance criteria, Non-Executive Directors, Messrs Bain (maximum 60,000 options), Udovenya (maximum 42,000 options) and Poke (maximum 42,000 options), will be granted a maximum of 144,000 options by 31 March 2010 once their entitlement has been determined.

The Terms and Conditions of the Performance Rights/Options are:

1. Each Performance Right/Option is a personal and non-assignable right to subscribe for and to be allotted one fully paid ordinary share.

2. The Performance Right exercise price to convert to options is $0.00 per right. The Options exercise price to convert to fully paid shares in DTM is $0.167 per option.

3. Each Option will expire if not exercised by 5 pm EST on 30 April 2012 ( “ Expiry Date ” ).

4. The number of shares to which the Option holder is entitled will be allotted only after receipt of a properly executed notice of exercise. Allotment will only occur at the end of each month within which valid notices of exercise are received.

5. The Performance Rights, and Options deriving there from, are subject to the Dart Employee Share Option Plan Rules ( “ the Rules ” ). Performance Rights are "Options" as defined by the Rules.

6. Notwithstanding the satisfaction of any Performance targets applicable to the Performance Rights or Options, the Directors may, at any time prior to the Performance Rights or Options being exercised, determine that all the Performance Rights or Options will lapse. The Directors shall only cause the Performance Rights or Options to lapse if the Company is subject at that time to major adverse circumstances that would make it inappropriate from a commercial or corporate governance perspective to allow them to be exercised.

7. As required by the ASX Listing Rules, Performance Rights or Options will be reorganised in respect of options on a reorganisation (including consolidation, subdivision, reduction or return) of issued capital.

8. Other than a Bonus Issue, Performance Rights or Options holders are not entitled to participate in new issues of securities offered to shareholders;

9. Performance Rights or Options holders will be advised at least 10 business days before the record date for any proposed new share issue by the company.

10. Shares allotted pursuant to the exercise of the Options will rank equally with the then issued ordinary shares of the Company.

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1. The Company will apply to the ASX for official quotation of all ordinary shares allotted pursuant to the exercise of the Options deriving from the Performance Rights.

2. These terms and conditions may be amended from time to time in accordance with the Rules.

Listing Rule 7.1

Listing Rule 7.1 limits the number of securities which a listed company may issue in any 12 month period without shareholder approval (subject to certain exceptions) to more than 15% of the total number of fully paid ordinary shares on issue at the beginning of the 12 month period plus the number of fully paid ordinary shares issued with the approval of the shareholders or under one of the exceptions during the previous 12 months. Special Business Resolution 1 seeks shareholder approval for the issue of securities under the Dart Employee Option Plan, for the purposes of Listing Rule 7.1. Shareholder approval for the purposes of Listing 7.1 is sought for the grant of Options to Executive Directors and Non-executive Directors so that if those resolutions are approved, then the grant of Options under those resolutions will not be included in calculating the 15% of capital that may be issued in any 12 month period under Listing Rule 7.1.

Listing Rule 10.14

Listing Rule 10.14 provides, in essence, that the approval of ordinary shareholders by ordinary resolutions is required before any of the following persons can acquire securities under an employee incentive scheme:

• (a) Director;

• (b) An associate of a Director; or

• (c) A person whose relationship with the company or a related party is, in ASX ’ s opinion, such that approval should be obtained.

Accordingly in order for Directors to acquire Options under the Dart Employee Option Plan, the Company must obtain Shareholder approval pursuant to Listing Rule 10.14.

GLOSSARY OF TERMS

The following terms and abbreviations used in the Notice of Meeting and this Explanatory Memorandum have the following meanings:

$ means Australian dollars ASIC means the Australian Securities and Investments Commission ASX means Australian Securities Exchange Limited Board means the Board of Directors Company and Dart means Dart Mining NL ACN 119 904 880 Corporations Act means the Corporations Act 2001 (Cth) Dart Employee Share Option Plan means the Option Plan approved by shareholders at the 2007 Annual General Meeting Directors means the directors of the Company, from time to time Explanatory Memorandum means this Explanatory Memorandum General Meeting or Meeting means the general meeting of Shareholders to be held at the Bourke Room 1, RACV Club, Level 2, 501 Bourke Street, Melbourne, Victoria on Friday, 21 November 2008 at 10.00am, or any adjournment thereof Listing Rules means the official listing rules of ASX Notice of Meeting means the notice of the Meeting which accompanies the Explanatory Memorandum Option means an option to acquire a Share in the Company Option Plan means the option plan summarised in Section 2.2 of this Explanatory Memorandum Performance Rights means rights to up to a maximum number of Options to subscribe for ordinary Shares Resolution means a resolution in the Notice of Meeting Section means a section of this Explanatory Memorandum Shareholder means registered holders of Shares Share means a fully paid ordinary share in the capital of the Company

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