DART MINING NL — AGM Information 2012

Aug 30, 2012

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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:

Tuesday, 2 October 2012 at 10.00am (Melbourne time)

PLACE OF MEETING:

Morgan @ 401 401 Collins 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 1299.

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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 Morgan @ 401, 401 Collins Street, Melbourne, Victoria on Tuesday, 2 October 2012 at 10.00am (Melbourne Time).

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 Company’s Financial Report, Directors' Report and the Auditor's Report on the Financial Report, for the year ended 30 June 2012.

2.

RESOLUTIONS 1 & 2: RE-ELECTION OF DIRECTORS

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

• (a) THAT Mr Stephen G. Poke, who retires in accordance with the Constitution and, being eligible, offers himself for re-election, is re-elected as a Director.

• (b) THAT Mr Dean G. Turnbull, who retires in accordance with the Constitution and, being eligible, offers himself for re-election, is re-elected as a Director.

3. RESOLUTION 3: REMUNERATION REPORT

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

THAT the Remuneration Report of the Company for the year ended 30 June 2012 is adopted.

Voting Prohibition Statement

• A vote on Resolution 3 must not be cast (in any capacity) by or on behalf of any of the following persons:

• a member of the key management personnel, details of whose remuneration are included in the Remuneration Report; or

• a closely related party of such a member.

However, a person described above may cast a vote on the resolution if:

• the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

• the vote is not cast on behalf of a person described in the two bullet points in the paragraph above.

Shareholders who intend to the appoint the Company’s Chairman as proxy (including an appointment by default) should have regard to the important information below under the heading “Important information concerning proxy votes on Resolutions 3, 6, 7 and 8”.

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SPECIAL BUSINESS

4. RESOLUTION 4: RATIFICATION OF PRIOR GRANT OF OPTIONS (APRIL 2012)

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

THAT , for the purpose of ASX Listing Rule 7.4 and for all other purposes, the grant by the Company on 10 April 2012 of 200,000 options to subscribe for fully paid ordinary shares in the Company each with an expiry date of 30 March 2017 to the grantees and at the exercise prices described in the Explanatory Memorandum to this Notice of Meeting, be and is hereby ratified and approved.

Voting exclusion statement

The Company will, in accordance with ASX Listing Rule 14.11, disregard any votes cast in respect of Resolution 4 by the persons who received the options the subject of this resolution and their respective associates.

However, the Company need not disregard a vote cast on the resolution if:

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

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

5. RESOLUTION 5: RATIFICATION OF PRIOR SHARE ISSUE (APRIL 2012)

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

THAT , for the purpose of ASX Listing Rule 7.4 and for all other purposes, the issue by the Company of 23,426,642 fully paid ordinary shares to the allottees described in the Explanatory Memorandum to this Notice of Meeting on 10 April 2012 that were paid in full to A$0.12 each on application, be and is hereby ratified and approved.

Voting exclusion statement

The Company will, in accordance with ASX Listing Rule 14.11, disregard any votes cast in respect of Resolution 5 by the persons who participated in the issue the subject of this resolution and their respective associates.

However, the Company need not disregard a vote cast on the resolution if:

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

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

6. RESOLUTION 6: APPROVAL TO GRANT OF OPTIONS TO NON-EXECUTIVE DIRECTORS

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

• 6.1 For the purposes of section 208 of the Corporations Act 2001 (Cth), ASX Listing Rule 10.11 and for all other purposes, the Company be and is hereby authorised to grant for no consideration, within 1 month of the passing of this resolution, 2,000,000 options to subscribe for ordinary shares in the Company to Christopher Bain or a controlled entity nominated by Mr Bain at an exercise price of $0.15 cents per option and with an expiry date of 31 December 2015 for 1,000,000 options and at an exercise price of $0.15 per option and with an expiry date of 31 December 2016 for 1,000,000 options and otherwise on the terms and conditions detailed in the attached Explanatory Memorandum and that for the purposes of ASX Listing Rule 7.1 and ASX Listing Rule 7.2 Exception 14 approval be and is hereby given to the issue of all such options.

• 6.2 For the purposes of section 208 of the Corporations Act 2001 (Cth), ASX Listing Rule 10.11 and for all other purposes, the Company be and is hereby authorised to grant for no consideration within 1 month of the passing of this resolution, 2,000,000 options to subscribe for ordinary shares in the Company to Stephen Poke or a controlled entity nominated by Mr Poke at an exercise price of $0.15 cents per option and with an expiry date of 31 December 2015 for 1,000,000 options and at an exercise price of $0.15 per option and with an expiry date of 31 December 2016 for 1,000,000 options and otherwise on the terms and conditions detailed in the attached Explanatory Memorandum and that for the purposes of ASX Listing Rule 7.1 and ASX Listing Rule 7.2 Exception 14 approval be and is hereby given to the issue of all such options.

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• 6.3 For the purposes of section 208 of the Corporations Act 2001 (Cth), ASX Listing Rule 10.11 and for all other purposes, the Company be and is hereby authorised to grant for no consideration within 1 month of the passing of this resolution, 2,000,000 options to subscribe for ordinary shares in the Company to Richard Udovenya or a controlled entity nominated by Mr Udovenya at an exercise price of $0.15 cents per option and with an expiry date of 31 December 2015 for 1,000,000 options and at an exercise price of $0.15 per option and with an expiry date of 31 December 2016 for 1,000,000 options and otherwise on the terms and conditions detailed in the attached Explanatory Memorandum and that for the purposes of ASX Listing Rule 7.1 and ASX Listing Rule 7.2 Exception 14 approval be and is hereby given to the issue of all such options.

Note: The options to be issued if Resolutions 6.1 to 6.3 (inclusive) are approved will be issued to the non-executive Directors or their nominees (as the case may be). Further:

• (a) if Shareholder approval is given under ASX Listing Rule 10.11, Shareholder approval is not required under ASX Listing Rule 7.1;

• (b) the non-executive Directors described above or their nominees (as the case may be) will be granted up to 6,000,000 options (in aggregate) the details of which are described above, for no issue price;

• (c) the options will have no vesting hurdle and will be granted within 1 month of the date of this meeting;

• (d) the terms and conditions of the options referred to in these Resolutions 6.1 to 6.3 (inclusive) and, other information relevant to shareholders, are set out in the attached Explanatory Memorandum;

• (e) shares issued as a result of the exercise of the options will rank pari passu with ordinary shares in the Company; (f) no funds will be raised as a result of the grant of the options.

Voting Prohibition for the purposes of the Corporations Act and Voting Exclusion Statement for the purposes of the ASX Listing Rules

In accordance with section 224 of the Corporations Act 2001 (Cth) ( Corporations Act ), the Company will disregard any votes cast on Resolutions 6.1 to 6.3 (inclusive), by any Directors and any associates of a Director. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on a proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 6 if:

• the proxy is either:

• a member of the key management personnel for the Company; or

• a closely related party of a member of the key management personnel for the Company; and

• the appointment does not specify the way the proxy is to vote on Resolution 6.

However, the above prohibition does not apply if:

• the proxy is the chair of the meeting; and

• the appointment expressly authorises the chair to exercise the proxy even if the resolution is connected directly or

• indirectly with remuneration of a member of the key management personnel of the Company.

The Company will, in accordance with ASX Listing Rule 14.11 disregard any votes cast in respect of Resolution 6 by any non-executive Director of the Company and any associates of those persons.

However, the Company need not disregard a vote cast on the resolution if:

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

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

Shareholders who intend to the appoint the Company’s Chairman as proxy (including an appointment by default) should have regard to the important information below under the heading “Important information concerning proxy votes on Resolutions 3, 6, 7 and 8”.

7. RESOLUTION 7: INCREASE IN NON-EXECUTIVE DIRECTORS’ REMUNERATION POOL

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

THAT , in accordance with Rule 69(2) of the Constitution of the Company and for the purposes of ASX Listing Rule 10.17, approval be and is hereby given to increase by $275,000 per annum, the remuneration which the Directors (other than Executive Directors) may collectively be paid as remuneration for their services, to the aggregate maximum sum of $475,000 per annum.

Voting Prohibition for the purposes of the Corporations Act and Voting Exclusion Statement for the purposes of the ASX Listing Rules

In accordance with the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 7 if:

• the proxy is either:

• a member of the key management personnel for the Company; or

• a closely related party of a member of the key management personnel for the Company; and

• the appointment does not specify the way the proxy is to vote on Resolution 7.

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However, the above prohibition does not apply if:

• the proxy is the chair of the meeting; and

• the appointment expressly authorises the chair to exercise the proxy even if the resolution is connected directly or

• indirectly with remuneration of a member of the key management personnel of the Company.

The Company will, in accordance with ASX Listing Rule 14.11 disregard any votes cast in respect of Resolution 7 by any Director of the Company and any associates of those persons.

However, the Company need not disregard a vote cast on the resolution if:

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

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

Shareholders who intend to the appoint the Company’s Chairman as proxy (including an appointment by default) should have regard to the important information below under the heading “Important information concerning proxy votes on Resolutions 3, 6, 7 and 8”.

8. SPECIAL RESOLUTION 8: APPROVAL OF 10% PLACEMENT ISSUE

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

THAT , pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions described in the Explanatory Memorandum to this Notice of Meeting, be and is hereby approved .

Voting Prohibition for the purposes of the Corporations Act and Voting Exclusion Statement for the purposes of the ASX Listing Rules In accordance with the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 8 if:

• the proxy is either:

• a member of the key management personnel for the Company; or

• a closely related party of a member of the key management personnel for the Company; and

• the appointment does not specify the way the proxy is to vote on Resolution 8.

However, the above prohibition does not apply if:

• the proxy is the chair of the meeting; and

• the appointment expressly authorises the chair to exercise the proxy even if the resolution is connected directly or

• indirectly with remuneration of a member of the key management personnel of the Company.

The Company will, in accordance with ASX Listing Rule 14.11 disregard any votes cast in respect of Resolution 8 by a person who may participate in the 10% Placement Issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if this resolution is passed, and any associates of those persons.

However, the Company need not disregard a vote cast on the resolution if:

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

or

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

Shareholders who intend to the appoint the Company’s Chairman as proxy (including an appointment by default) should have regard to the important information below under the heading “Important information concerning proxy votes on Resolutions 3, 6, 7 and 8”.

PROXY NOTES

Sections 250BB and 250BC of the Corporations Act 2001 (Cth) (“Corporations Act”) apply to voting by proxy. Shareholders and their proxies should be aware of the requirements under the Corporations Act, as they will apply to this meeting. Broadly:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

You should seek professional advice if you need any further information on this issue.

• In accordance with section 249L of the Corporations Act, members are advised:  each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

• a member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

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In accordance with section 250BA of the Corporations Act, the Company specifies the following for the purposes of receipt of proxy appointments:

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

Facsimile number: +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).

Each member entitled to vote at the Annual General Meeting has the right to appoint a proxy to vote on the resolution to be considered at the meeting. The member may specify the way in which the appointed proxy is to vote on a particular resolution or may allow the appointed proxy to vote at its discretion. The instrument appointing the proxy must be received by the Company as provided in its Constitution not later than 48 hours before the time of the commencement of the Annual General Meeting.

For the purposes of Regulation 7.11.37 of the Corporations Regulations the Company determines that members holding Shares at 7.00pm (Melbourne time) on Sunday, 30 September 2012 will be entitled to attend and vote at the Annual General Meeting.

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. If you have multiple holdings, please complete a Proxy Form for each holding.

A Proxy Form accompanies this Notice of Annual General Meeting.

Important information concerning proxy votes for Resolutions 3, 6, 7 and 8

The Corporations Act now places certain restrictions on the ability of key management personnel and their closely related parties to vote on the advisory resolution to adopt the Company’s remuneration report and resolutions connected directly or indirectly with the remuneration of the Company’s key management personnel. Key management personnel of the Company are the directors of the Company and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Members of key management personnel include directors (both executive and non-executive) and certain senior executives. The Remuneration Report identifies the Company’s key management personnel for the financial year ended 30 June 2012. Their closely related parties are defined in the Corporations Act, and include certain of their family members, dependants and companies they control.

For these reasons, shareholders who intend to vote by proxy should carefully consider the identity of their proxy and are encouraged to direct their proxy as to how to vote on all resolutions. In particular, shareholders who intend to appoint the Company’s Chairman as their proxy (including an appointment by default) are encouraged to direct the Chairman as to how to vote on all resolutions.

Important for Resolution 3

If the Chairman of the Meeting is your proxy or is appointed as your proxy by default, not marking any of the below 'For', 'Against' or 'Abstain' boxes means that you have expressly directed the Chairman of the Meeting to vote in favour of this resolution even though this item is connected directly or indirectly with the remuneration of a member of the key management personnel. ( Note: If you do not wish to give the Chairman of the Meeting such a directed proxy, you should ensure that a box other than the 'For' box is clearly marked ).

If you do appoint the Chairman as your proxy but you do not direct the Chairman how to vote in respect of Resolutions 6, 7 and 8, then you must mark the box indicated on the proxy form if you wish the Chairman to exercise your proxy vote in respect of those resolutions. Marking this box will constitute an express authorisation by you directing the Chairman to vote your proxy in favour of all of Resolutions 6, 7 and 8 (unless you have exercised your right to direct the Chairman otherwise in respect of a particular resolution by marking the ‘against’ column in respect of any of the relevant resolutions). This express authorisation acknowledges that the Chairman may vote your proxy even if he or she has an interest in the outcome of Resolutions 6, 7 and 8 and even if the Resolutions are connected directly or indirectly with remuneration of a member of the key management personnel of the Company and that votes cast by the Chairman for those resolutions, other than an authorised proxy holder, will be disregarded because of that interest.

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If you do not mark this box and you have not directed your proxy how to vote, the Chairman will not cast your votes on Resolutions 6, 7 and 8 and your votes will not be counted in calculating the required majority if a poll is called.

BODIES CORPORATE

A body corporate may appoint an individual as its representative to exercise all or any of the powers the body corporate may exercise at meetings of the members. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise on the body corporate’s behalf all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.

The attached Proxy Form forms part of this notice. Please call 03 9621 1299 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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Andrew Draffin Company Secretary 13 August, 2012

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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 Morgan @ 401, 401 Collins Street, Melbourne, Victoria on Tuesday, 2 October 2012 at 10.00am (Melbourne time).

All of the resolutions to be voted on are ordinary resolutions except for Special Resolution 8. Ordinary resolutions require a simple majority of votes cast by shareholders entitled to vote on the resolution. It is intended to propose Special Resolution 8 as a Special Resolution, details of which are given in the accompanying Notice of Meeting. A Special Resolution (as defined in the Corporations Act 2001 (Cth)), means a resolution (1) of which notice as set out in paragraph 249L(1)(c) of that Act has been given and (2) that has been passed by at least 75% of the votes cast by members entitled to vote of the resolution.

This Explanatory Memorandum is an important document and should be read carefully in its entirety by all shareholders, and in conjunction with the accompanying Notice of Meeting. 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.

EXPLANATORY NOTES TO THE RESOLUTIONS

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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.

The Company’s Annual Report 2012 is available on its website: www.dartmining.com.au

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ORDINARY BUSINESS – ITEMS 2 (a) and 2(b) (Resolutions 1 and 2): Re-Election of Directors

Items 2(a) and 2(b) on the agenda seek approval for the re-election of both Mr Dean Turnbull and Mr Stephen 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 Poke and Mr Turnbull 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 (other than Mr Poke who has an interest in Resolution 1) recommends the re-election of Mr Poke.

The Board (other than Mr Turnbull who has an interest in Resolution 2) recommends the re-election of Mr Turnbull.

Mr Stephen G Poke

Non-Executive Director, Appointed 15 June 2006

Mr Stephen Poke has over 30 years of hands on, technical and management experience in the drilling services sector. Stephen has been involved in and managed some of Australia’s largest drilling programs and has held executive positions with both local and multi-national drilling companies. Stephen is currently Managing Director of E-Drill, a leading Australian exploration drilling company with drills operating along the Eastern Seaboard and within Tasmania.

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Mr Poke is currently chairman of the Audit and Risk Management Committee.

Mr Dean G Turnbull

Executive Director, Appointed 2 May 2006

Mr Dean Turnbull is a geology graduate from the Bendigo College of Advanced Education and has a Postgraduate Honours degree in geology from the Key Centre for Ore Deposit and Exploration Studies (CODES) at the University of Tasmania. Dean is an exploration and mine geologist specialising in 3D geological and structural modelling, working on detailed geological models for many Victorian mining centres. Positions previously held have spanned the spectrum from leading grass roots green fields exploration to multi-rig Resource/Reserve drill outs and resource estimations on large scale underground mining projects. Dean was instrumental in the discovery and subsequent exploration of the Unicorn Porphyry Mo – Cu – Ag project and has built a knowledge base in porphyry systems. Dean is a member of Australian Institute of Geoscientists.

Mr Turnbull is currently a member of the Audit and Risk Management Committee.

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ORDINARY BUSINESS - ITEM 3 (Resolution 3): Remuneration Report

The Annual Report for the year ended 30 June 2012 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 Company’s Financial Report for the year ended 30 June 2012 and can also be found on the Company website at www.dartmining.com.au

Under the provisions of the Corporations Act and subject to the qualifications in the paragraph below, 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.

In addition, the Corporations Act has recently been amended so that, if a company's remuneration report receives a 'no' vote of 25 per cent or more at two consecutive annual general meetings, a resolution must then be put to shareholders at the second annual general meeting as to whether another meeting should be held (within 90 days) at which all directors (other than the managing director) who were in office at the date of approval of the applicable directors' report must stand for re-election. So, in summary, while the shareholder vote on a Remuneration Report is advisory in respect of that Remuneration Report, shareholders will be entitled to vote in favour of holding a general meeting to re-elect the Board if the Remuneration Report receives "2 strikes".

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

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SPECIAL BUSINESS - ITEM 4 (Resolution 4): Ratification of Prior Grant of Options (April 2012)

Resolution 4 seeks shareholder ratification for the grant on 10 April 2012 of 200,000 options, which, together with any ratification of shareholders of Resolution 5 , will have the effect of “refreshing” the Company’s 15% limit for the issue of securities under the ASX Listing Rules. Not only will this approval give the Company the capacity to raise additional capital (to the 15% limit) without the need for shareholder approval, it provides the benefit of giving the Company flexibility in its funding endeavours.

Intended Use of Funds

The options are free options, with 100,000 options each being exercisable at a price of $0.18 and 100,000 options each being exercisable at a price of $0.22. The expiry date of all of the options is 20 March 2017. If exercised, proceeds of A$40,000 will be applied towards the Company’s exploration expenditure and general working capital requirements.

RESOLUTION 4: Specific information required by ASX Listing Rule 7.5

For the purposes of ASX Listing Rule 7.5 the following information is provided in relation to the share issue described in Resolution 4:

• (a) (i) 100,000 free options to subscribe for fully paid ordinary shares exercisable at A$0.18 each were issued and allotted on 10 April 2012; and

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• (ii) 100,000 free options to subscribe for fully paid ordinary shares exercisable at A$0.22 each were issued and allotted on 10 April 2012;

• (b) the exercise price of 100,000 of those options is A$0.18 each, and A$0.22 for the remaining 100,000 options. The expiry date of all of the options is 20 March 2017;

• (c) the exercise of those options will result in shares being issued which will be fully paid ordinary shares in the Company;

• (d) those options were issued to US-based Arrowhead Business and Investment Decisions LLC (as to 170,000 options) and Noah Gold (as to 30,000 options) for their corporation and investor advisory services, each being professional investors of the kind contemplated by section 708 of the Corporations Act; and

• (e) the funds raised from the exercise (if any) of those options will be used by the Company for its exploration expenditure requirements and general working capital.

A voting exclusion statement is set out in the Notice of Annual General Meeting which this Explanatory Memorandum accompanies.

The Directors unanimously recommend Shareholders vote in favour of Resolution 4.

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SPECIAL BUSINESS - ITEM 5 (Resolution 5): Ratification of Prior Share Issue (April 2012)

Background

On 2 April 2012, the Company announced that it had successfully completed a share placement ( Placement ) of 23,426,642 fully paid ordinary shares to sophisticated and professional investors, at an issue price of A$0.12 per share, raising A$2,931,197.

Resolution 5 seeks shareholder ratification for the allotment and issue on 10 April 2012 of 23,426,642 shares which, together with any ratification of shareholders of Resolution 4 , will have the effect of “refreshing” the Company’s 15% limit for the issue of securities under the ASX Listing Rules. Not only will this approval give the Company the capacity to raise additional capital (to the 15% limit) without the need for shareholder approval, it provides the benefit of giving the Company flexibility in its funding endeavours.

Intended Use of Funds

The net proceeds of the Placement of A$2,931,197 (approximately) will be applied towards the Company’s proposed molybdenum-copper porphyry exploration program and general working capital requirements.

RESOLUTION 5: Specific information required by ASX Listing Rule 7.5

For the purposes of ASX Listing Rule 7.5 the following information is provided in relation to the share issue described in Resolution 5:

• (a) 23,426,642 fully paid ordinary shares were issued and allotted on 10 April 2012;

• (b) the issue price of those shares is A$0.12 each;

• (c)

• the shares issued are fully paid ordinary shares in the Company;

• (d) the shares were issued to clients of Bellset Nominees Pty Ltd (as to 22,311,642 shares), W+E Maas Holdings Pty Ltd (as to 1,045,000 shares) and David Brian Curran (as to 70,000 shares), all of whom are sophisticated or professional investors of the kind contemplated by section 708 of the Corporations Act; and

• (e) the funds raised from the share issue will be used by the Company for its exploration expenditure requirements and general working capital.

A Voting Exclusion Statement is set out in the Notice of Annual General Meeting which this Explanatory Memorandum accompanies.

The Directors unanimously recommend Shareholders vote in favour of Resolution 5.

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___________ SPECIAL BUSINESS - ITEM 6 (Resolutions 6.1, 6.2 & 6.3): Approval to Grant of Options to NonExecutive Directors

Shareholders’ approval is sought to grant certain options to subscribe for ordinary shares in the Company to the Company’s non-executive Directors or their nominated controlled entities (as the case may be) for nil consideration. Such grant of options is intended to provide additional incentives to the non-executive Directors to participate in the Company’s future growth. In that regard, on 9 August 2012, the Directors resolved that, subject to shareholder approval, the Company grant unlisted options to subscribe for shares in the capital of the Company to the non-executive Directors or their nominees (as the case may be), details of which are set out in Table 1.

A. Corporations Act 2001 (Cth): Related Party Transactions

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless either:

1. the giving of the financial benefit falls within one of the nominated exceptions to the provisions; or 2. prior shareholder approval is obtained to the giving of the financial benefit.

For the purposes of Chapter 2E, directors are considered to be related parties of the Company. An entity controlled by a director is also a related party of the Company.

Resolutions 6.1 to 6.3 (inclusive) provide for the grant of options to related parties that are financial benefit which require shareholder approval. For the purpose of Chapter 2E of the Corporations Act the following information is provided:

The related parties to whom the proposed resolutions would permit the financial benefit to be given:

Up to 2,000,000 options in aggregate (the financial benefit) will be issued to each of the current nonexecutive Directors or any controlled entities nominated by them within 1 month of the passing of these Resolutions (see Table 1 for details). The Directors listed below nominate the controlled entity described next to their names. The proposed Resolutions 6.1 to 6.3 (inclusive) would permit the financial benefits to be given to the three nominated controlled entities described in Table 1.

In that regard the following related party details are provided:

In that regard the following related party details are provided:	In that regard the following related party details are provided:	In that regard the following related party details are provided:
Table 1: Directors and Nominees (“Controlled Entities”)
Name of Director~~1~~	OR	Name of Director’s Nominated Controlled **Entity2 **
1. Christopher Bain		Minadco PtyLtd ACN 081 599 215
2. Stephen Poke		Tesaneer PtyLtd ACN 009 573 451
3. Richard Udovenya		Hazelhurst Securities Pty Ltd ACN 074 456 134

• Note 1: Each person named as a director is a related party of the Company: see section 228(2)(a) of the Corporations Act

Note 2: Each entity named is controlled by the director named opposite to him and each such entity is a related party of the Company: see section 228(4) of the Corporations Act.

The nature of the financial benefit:

It is intended that the options would form part of the non-executive Directors’ reward for their efforts in acting as directors of the Company, providing an incentive for continuing and future efforts, and to add value for shareholders.

The financial benefit is the grant to the non-executive Directors or their respective nominated controlled entities (as the case may be), for no issue price, that number of options shown beside their names in Table 2 below. Each option will allow the relevant directors or their nominees (as the case may be) to subscribe for one ordinary fully paid share in the Company. The exercise prices for each option are also detailed in Table 3.

The proforma terms and conditions attaching to the options are set out in Appendix “A” to this Explanatory Memorandum. In particular, for each non-executive Director, 1,000,000 options will have an expiry date of 31 December 2015 and 1,000,000 options will have an expiry date of 31 December 2016 and will not be transferable except with the prior approval of Directors (which approval shall not unreasonably be

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withheld). The exercise prices for the options to be granted to the non-executive Directors have been determined by the Board, as follows.

Exercise Prices of options to be granted would be at a “Premium”

For the purposes of the grant to the non-executive Directors of options as contemplated by Resolutions 6.1 to 6.3 (inclusive) the Board has determined exercise prices for the options (as detailed in Table 4) based on the volume weighted average price (“ VWAP ”) of the sale of the Company’s shares for the 3 months ended 8 August 2012 which equalled $0.11 per share (in that regard, the Board on 9 August 2012 resolved to grant, after shareholder approval had been given, the options described in this Explanatory Memorandum and the Notice of Meeting to which it relates, and 8 August 2012 had been considered to be the appropriate date to be utilized for the calculation of VWAP).

The Board has determined that it is appropriate for the options to be granted (upon shareholder approval being obtained) at a premium to the calculated VWAP price of $0.11. The agreed premium was 36.36% which resulted in an exercise price of $0.15 per option (see Table 3).

However, for the purposes of the valuation calculation for the proposed options to be granted the Company used the closing market value of shares in the Company as at 7 August 2012 which was $0.099 (or 9.9 cents) per share (see Table 4).

Directors’ recommendations:

None of the non-executive Directors wish to make a recommendation about the proposed Resolutions 6.1 to 6.3 (inclusive). As each non-executive Director may potentially receive a financial benefit from the passing of the Resolutions in relation to the grant of the options (Resolutions 6.1 to 6.3 inclusive) they do not consider themselves sufficiently independent to make a recommendation. All of the Directors were available to consider the proposed Resolutions.

The executive Directors (namely, Lindsay Ward and Dean Turnbull) unanimously recommend Shareholders vote in favour of Resolutions 6.1 to 6.3 (inclusive).

Interests of non-executive Directors:

The non-executive Directors (namely, Christopher Bain, Stephen Poke and Richard Udovenya) have noted their interests in the approval of at least one of the Resolutions 6.1, 6.2 and 6.3 in relation to the options.

Interests of executive Directors:

The executive Directors (namely, Lindsay Ward and Dean Turnbull) have no interests in the approval of Resolutions 6.1, 6.2 and 6.3 in relation to the options.

Any other information that is reasonably required by members to make a decision and that is known to the Company or any of its Directors:

• (a) The proposed Resolutions 6.1 to 6.3 (inclusive) would have the effect of giving power to the Directors to grant up to a total of 6,000,000 free options over unissued shares in the Company as follows: 2,000,000 free options to Christopher Bain (non-executive Chairman) or his nominated controlled entity, 2,000,000 free options to Stephen Poke (non-executive Director) or his nominated controlled entity and, 2,000,000 free options to Richard Udovenya (non-executive Director) or his respective nominated controlled entities (if any). For this purpose, the following Directors have nominated certain controlled entities to be granted options (see Table 2):

	**Table 2: Relationship **	between Directors and Nominees	between Directors and Nominees
Name of Director~~1~~	Nominated Controlled Entities to be granted options	Relationship	Number of options to be issued and granted	Directors’ remuneration (including superannuation)
Christopher Bain	Minadco Pty Ltd	Director	2,000,000	$65,875
Stephen Poke	Tesaneer Pty Ltd	Director	2,000,000	$42,025
Richard Udovenya	Hazelhurst Securities Pty Ltd	Director & Shareholder	2,000,000	$42,025

(b) The options and the exercise of the options are issued subject to the proforma terms and conditions set out in Appendix “A” to this Explanatory Memorandum;

(c) The Directors have valued the options by reference to the Black and Scholes Option Valuation Model valuation method, based upon the assumptions outlined in Table 4;

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• (d) The values of the options to be granted are outlined in Table 3. If options granted to the nonexecutive Directors or their nominees are exercised, the effect would be to dilute the shareholdings of the existing shareholders;

• (e) As at 13 August 2012 the issued capital of the Company comprised 180,937,593 ordinary fully paid shares. On a fully diluted basis, the grant of options to all of the Directors (or their nominees) represents approximately 4.78% of the Company’s issued capital;

• (f) The market price of the Company’s shares during the term of the options will normally determine whether or not the holder of the option exercises the option. At the time any options are exercised and shares issued pursuant to the exercise of the options, the Company’s ordinary shares may be trading on ASX at a price which is higher than the exercise price of the options;

• (g) The options will not be quoted on ASX and as such have no actual market value. The fully paid ordinary shares of the Company have been traded on ASX since 2007. Over the last 12 months (9 August 2011 to 9 August 2012) the shares have traded in the range between $0.05 and $0.185 per share ($0.099 being the most recent closing price prior to printing of the Notice to which this Explanatory Memorandum relates). The options are capable of being converted to shares by payment of the exercise price;

• (h) Under the Company’s current circumstances, the Directors consider that the incentive to Directors which would be represented by the options would be a cost-effective and efficient reward for the Company as opposed to alternative forms of incentives;

• (i) The Company’s non-executive Directors currently receive total remuneration of $149,925 per annum inclusive of statutory superannuation (9%) for fulfilling their roles;

• (j) Under the Australian equivalent of IFRS, the Company would be required to expense the value of the options in its income statement over the relevant vesting periods. Other than as disclosed in this Explanatory Memorandum, the Directors do not consider that from an economic and commercial point of view, there are any costs or detriments, including opportunity costs or taxation consequences for the Company or benefits foregone by the Company in issuing the options to the non-executive Directors or their nominees (as the case may be) pursuant to Resolutions 6.1 to 6.3 (inclusive);

• (k) Neither the Directors nor the Company are aware of any other information that would be reasonably required by shareholders to make a decision in relation to the financial benefits contemplated by Resolutions 6.1 to 6.3 (inclusive).

B. Australian Securities Exchange (ASX) Listing Rules – Further requirements

If an issue of securities is made with the approval of holders of ordinary shares under ASX Listing Rule 10.11, then those securities will be considered as an exception to ASX Listing Rule 7.1. That is provided for in ASX Listing Rule 7.2 Exception 14. ASX Listing Rule 7.1 broadly provides, subject to certain exceptions, that a company may not issue or agree to issue securities which represent more than 15% of the nominal value of the company’s issued capital at the beginning of any 12 month period without obtaining shareholder approval. If Shareholders approve this resolution, then the securities (options and any resulting ordinary shares) issued would not be included in calculating the 15% limit imposed by ASX Listing Rule 7.1. If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

The proposed allocation of options to subscribe for ordinary shares in the issued capital of the Company to the non-executive Directors requires approval by the Shareholders of the Company.

In that regard, under ASX Listing Rule 10.11, the Company cannot issue options to Directors without shareholder approval (because the Directors are “related parties” of the Company). There are, however, exceptions to this ASX Listing Rule, and in that regard, the Company seeks to apply Exception 10 of ASX Listing Rule 10.12, namely “ An agreement to issue equity securities that is conditional on holders of ordinary securities approving the issue before the issue is made. If an entity relies on this exception it must not issue the equity securities without approval ”. As noted above, on 9 August 2012 the Directors resolved that, subject to shareholder approval, the Company grant unlisted options to subscribe for shares in the capital of the Company to the non-executive Directors (or their nominees, as the case may be), as described in this document.

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The Company has 8,350,000 unlisted options on issue at the date of this Notice of Meeting, of which 1,000,000 have been granted or issued to each of the non-executive Directors, namely, Christopher Bain, Stephen Poke and Richard Udovenya (or their controlled entities) (or 3,000,000 options in aggregate).

In addition, each of the non-executive Directors (through their controlled entities) hold the following fully paid ordinary shares in the Company:

• Christopher Bain: 1,853,332 shares;

• Stephen Poke: 2,903,749 shares; and

• Richard Udovenya: 423,955 shares.

To obtain approval under ASX Listing Rule 10.11, the Company must provide certain information to the shareholders as prescribed under ASX Listing Rule 10.13. The Company now provides the following information to shareholders as prescribed by ASX Listing Rule 10.13:

1. It is intended that options to subscribe for fully paid ordinary shares will be issued (subject to shareholder approval) to the non-executive Directors (or their nominated controlled entities), namely, Christopher Bain (2,000,000 options), Stephen Poke (2,000,000 options) and Richard Udovenya (2,000,000 options) (or their respective nominated controlled entities). (See Tables 1 and 2 for further details of those nominated controlled entities).

2. The maximum number of options to be issued is 6,000,000, in aggregate (see Tables 1 and 2 for details).

3. The Company will issue the 6,000,000 options (in aggregate) within 1 month from the date of the meeting, namely, by 2 November 2012.

4. The issue price for each of the 6,000,000 options in aggregate to be issued is: $Nil (i.e. no issue price). The exercise prices for each of the 6,000,000 options are set out in Table 3. The proforma terms of issue of the options to be granted are set out in Appendix “A” of this Explanatory Memorandum.

5. A Voting Exclusion Statement in respect of Resolutions 6.1 to 6.3 (inclusive) is set out in the Notice of Meeting to which this Explanatory Memorandum relates.

6. As the options are to be issued for no issue price, no funds will be raised as a result of the grant of options to the non-executive Directors, namely, Christopher Bain, Stephen Poke and Richard Udovenya (or their controlled entities). The funds raised from the exercise (if any) of those options will be used by the Company for its exploration expenditure requirements and general working capital.

Table 3: Details of options to be issued to Directors or their nominees

Director	Number of options	Exercise prices determined by the Directors	Premium to VWAP of $0.11 (%)	Expiry Date	Hurdle	Value~~1~~as determined by Black & Scholes valuation
Christopher Bain_(or_ nominee: Minadco Pty Ltd)	1,000,000 1,000,000	$0.15 $0.15	36.36% 36.36%	31 December 2015 31 December 2016	No hurdle No hurdle	$47,000 $55,000
Stephen Poke (or Nominee: Tesaneer Pty Ltd)	1,000,000 1,000,000	$0.15 $0.15	36.36% 36.36%	31 December 2015 31 December 2016	No hurdle No hurdle	$47,000 $55,000
Richard Udovenya (or Nominee: Hazelhurst Securities Pty Ltd)	1,000,000 1,000,000	$0.15 $0.15	36.36% 36.36%	31 December 2015 31 December 2016	No hurdle No hurdle	$47,000 $55,000

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Table 4: Option variables details[1 ]

Details	Input
Closing DTM Share Price (7 August, 2012)	9.9 cents
Exercise prices	15 cents
Risk Free Rate	3.26%
Volatility (Annualised)	81.6%
Time (years) to expiry	3.4 years and 4.4 years, respectively

Note 1: Any changes in the variables listed between the date of valuation and the date the options are granted would impact on their values

___________ SPECIAL BUSINESS - ITEM 7 (Resolution 7): Approval to Increase Non-Executive Directors’ Remuneration Pool

On 15 June 2006, the Company set an aggregate remuneration sum of $200,000 per annum from which to pay the non-executive Directors for their services. That level has remained unchanged for the past 6 years.

Since 2007 the Company has been engaged in exploration activities in North East Victoria, resulting in the discovery of the Unicorn Mo-Cu-Ag prospect. As the Company moves from its maiden JORC Resource estimate through the process of scoping and feasibility studies, in addition to retaining the services of its non-executive directors and remunerating them in line with current market conditions, it may become necessary for the Company to consider attracting additional non-executive directors to the Board. Thus, the Directors now wish to seek the approval of Shareholders to increasing that aggregate sum by $275,000 per annum, to an aggregate sum of $475,000 per annum.

Rule 69 of the Company’s Constitution, inter alia , provides:

• “(1) Subject to the Listing Rules, the Directors (other than an Executive Director) may collectively be paid as remuneration for their services a fixed sum not exceeding the aggregate maximum sum from time to time determined by the Company in general meeting.

• (2) The notice convening a general meeting at which it is proposed that Members approve an increase of the aggregate maximum sum must state the amount of the increase and the aggregate maximum sum, and any other matters required by the Listing Rules. ”

Expectations of stakeholders and markets are that the Company’s remuneration framework provides for competitive and appropriate remuneration so as to retain and motivate skilled and qualified personnel towards attaining the Company’s objectives.

A Voting Exclusion Statement is set out in the Notice of Annual General Meeting which this Explanatory Memorandum accompanies.

The Directors (other than Messrs Bain, Poke and Udovenya, who receive remuneration in their capacity as non-executive Directors and therefore are interested in the resolution) unanimously recommend Shareholders vote in favour of Resolution 7.

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SPECIAL BUSINESS – ITEM 8 (Special Resolution 8): Approval of 10% Placement Facility

8.1 General

ASX Listing Rule 7.1A enables eligible entities to issue Equity Securities (as that term is defined in the ASX Listing Rules) up to 10% of its issued share capital through placements over a 12 month period after the Annual General Meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under ASX Listing Rule 7.1. An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility. The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (refer to Section 8.2(c) below). The Company may use funds raised from any 10% Placement Facility for its exploration expenditure requirements and general working capital.

The Directors of the Company believe that Resolution 8 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

8.2 Description of ASX Listing Rule 7.1A (a) Shareholder approval The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has on issue two classes of Equity Securities, Shares and unlisted options.

(c) Formula for calculating 10% Placement Facility ASX Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

• A is the number of shares on issue 12 months before the date of the issue or agreement:

• (A) plus the number of fully paid shares issued in the 12 months under an exception in ASX Listing Rule 7.2;

• (B) plus the number of partly paid shares that became fully paid in the 12 months;

• (C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under ASX Listing Rules 7.1 and 7.4;

• (D) less the number of fully paid shares cancelled in the 12 months.

Note that A is has the same meaning in ASX Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

D is 10%

E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under ASX Listing Rules 7.1 or 7.4.

(d) ASX Listing Rule 7.1 and ASX Listing Rule 7.1A The ability of an entity to issue Equity Securities under ASX Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under ASX Listing Rule 7.1.

At the date of this Notice, the Company has on issue 180,937,593 Shares and therefore has a capacity to issue:

(i) 27,140,638 Equity Securities under ASX Listing Rule 7.1; and

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(ii) Subject to Shareholder approval being sought under Special Resolution 8, 18,093,759 Equity Securities under ASX Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under ASX Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (refer to Section 8.2(c) above).

(e) Minimum Issue Price The issue price of Equity Securities issued under ASX Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(f) 10% Placement Period Shareholder approval of the 10% Placement Facility under ASX Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

• (ii) the date of the approval by shareholders of a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking)

( 10% Placement Period).

• 8.3 ASX Listing Rule 7.1A

The effect of Resolution 8 will be to allow the Directors to issue the Equity Securities under ASX Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under ASX Listing Rule 7.1.

Resolution 8 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

• 8.4 Specific Information required by ASX Listing Rule 7.3A

Pursuant to and in accordance with ASX Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities over the 15 Trading Days immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (b) If Resolution 8 is approved by the Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the below table (in the case of unlisted options, only if the unlisted options are exercised). There is a risk that:

• (i) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date,

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which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in ASX Listing Rule 7.1A(2) as at the date of this Notice of Meeting.

The table also shows:

• (i) two examples where variable “A” has increased by 50% and 100%. Variable “A” is based on the number of ordinary shares the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a prorata entitlements issue or scrip issued under a takeover offer) or future specific placements under ASX Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• (ii) two examples of where the price of ordinary securities has decreased by 50% and increased by 50% as against the current market price.

			**Dilution **
Variable “A” in ASX Listing Rule 7.1A.2		$0.045 50% decrease in Deemed Price	$0.095 Deemed Price	$0.19 100% Increase in Deemed Price
Current Variable A	10% Voting **Dilution **	18,093,759 Shares	18,093,759 Shares	18,093,756 Shares
180,937,593 Shares	Funds raised	$859,454	$1,718,907	$3,437,814
50% increase in current Variable A	10% Voting **Dilution **	27,140,639 Shares	27,140,639 Shares	27,140,639 Shares
271,406,390 Shares	Funds raised	$1,289,180	$2,578,361	$5,156,721
100% increase in current Variable A	10% Voting **Dilution **	36,187,519 Shares	36,187,519 Shares	36,187,519 Shares
361,875,186 Shares	Funds raised	$1,718,907	$3,437,814	$6,875,629

The table has been prepared on the following assumptions:

• (i) The Company issues the maximum securities available under the ASX Listing Rule 7.1A being 10% of the Company’s shares on issue at the date of the Meeting;

• (ii) No unlisted options are exercised into fully paid ordinary securities before the date of the issue of securities under ASX Listing Rule 7.1A. The Company has 8,350,000 unlisted options on issue at the date of this Notice of Meeting;

• (iii) The table does not demonstrate an example of dilution that may be caused to a particular shareholder by reason of placements under ASX Listing Rule 7.1A, based on that shareholder’s holding at the date of the Meeting;

• (iv) The table only demonstrates the effect of issues of securities under ASX Listing Rule 7.1A. It does not consider placements made under ASX Listing Rule 7.1, the “15% rule”;

• (v) The price of ordinary securities is deemed for the purposes of the table above to be $0.095, being the closing price of the Company’s listed securities on ASX on 6 August 2012 ( Deemed Price ). The Deemed Price is indicative only and does not consider the 20% discount to market that the securities may be placed at;

• (vi) The table does not demonstrate the effect of listed or unlisted options being issued under ASX Listing Rule 7.1A, it only considers the issue of the fully paid ordinary securities.

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• (c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 8 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of activities or ASX Listing Rule 11.2 (disposal of main undertaking).

• (d) The Company may seek to issue the Equity Securities for the following purposes:

• (i) non-cash consideration for the acquisition of the new resources assets and investments (although the Company presently has no proposal to do so). In such circumstances the Company will provide a valuation of the non-cash consideration as required by ASX Listing Rule 7.1A.3; or

• (ii) cash consideration. In such circumstances, the Company intends to use the funds raised towards continued exploration and feasibility study expenditure on the Company’s current assets and/or general working capital, or if applicable, towards the acquisition of new assets or investments (including expense associated with such acquisition).

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to factors including but not limited to the following:

• (i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

• (ii) the effect of the issue of the Equity Securities on the control of the Company;

• (iii) the financial situation and solvency of the Company; and

• (iv) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice of Meeting but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company were to pursue an acquisition and were it to be successful in acquiring new resources assets or investments, it is possible that the allottees under the 10% Placement Facility will be the vendors of the new resources assets or investments.

• (e) The Company has not previously obtained Shareholder approval under ASX Listing Rule 7.1A.

• (f) A voting exclusion statement is included in the Notice of Meeting to which this Explanatory Memorandum relates. At the date of that Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice.

The Directors unanimously recommend Shareholders vote in favour of Special Resolution 8.

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APPENDIX “A”

DART MINING NL ACN 119 904 880 [PROFORMA] Rights attaching to options The following are the rights attaching to the Options granted by and on issue in the Company.

1. Entitlement

2. 1.1 Each Option entitles the Optionholder to subscribe for, and be allotted, one ordinary Share. 1.2 Shares issued on the exercise of Options will rank equally with all existing Shares on issue, as at the exercise date, and will be subject to the provisions of the Constitution of the Company and any escrow restrictions imposed on them by ASX.

3. Exercise of Option

4. 2.1 The Options are exercisable at any time from the date of issue until their expiry on [ insert date ]. The exercise of Options shall at all times be subject to the Company’s Policy from time to time on dealings in securities (“Securities Dealing Policy”). Without limiting the foregoing, if the exercise of an Option (and subsequent allotment of Shares) during the term of the Option (“Exercise Period”) would cause or result in the Optionholder being in breach of ASX Listing Rules or the Company’s Securities Dealing Policy or if an Option would lapse during any “blackout” period prescribed by any Securities Dealing Policy were they not to be exercised by the Optionholder then, at the request of the Optionholder, the Board may, in its sole discretion and by notice to that Optionholder vary (by shortening or extending as the case requires) the Exercise Period so that were the relevant Options to be exercised then no such breach would occur and/or the Options do not lapse. Notwithstanding the foregoing the Exercise Period must not be varied by a period of more than 120 days.

5. 2.2 The exercise price of each Option is $0.15 (fifteen cents).

6. 2.3 Each Option is exercised by the Optionholder signing and delivering a notice of exercise of Option together with payment of the exercise price for each Share to be issued upon exercise of each Option to the Company or the Company’s share registry.

7. 2.4 In the event of liquidation of the Company, all unexercised Options will lapse.

3. Quotation

• 3.1 The Company will not apply to ASX for official quotation of the Options and they will remain unlisted.

• 3.2 If the Shares of the Company are quoted on ASX, the Company will apply to ASX for, and will use its best endeavours to obtain quotation of all Shares issued on the exercise of any Options within 10 Business Days (as defined in the ASX Listing Rules) of issue. The Company gives no assurance that such quotation will be granted.

4. Participation in Securities Issues

• 4.1 The holder of an Option is not entitled to participate in new issues of securities without exercising the Options, subject to the statements set out in clause 5 (Participation in a Reorganisation of Capital) below.

5. Participation in a Reorganisation of Capital

• 5.1 In the event of any reconstruction or reorganisation (including consolidation, sub-division, reduction or return of the capital of the Company), the rights of an Optionholder will be changed in accordance with the Listing Rules of ASX applying to a restructure or reorganisation, provided always that the changes to the terms of the Options do not result in any benefit being conferred on the Optionholder which is not conferred on shareholders of the Company.

• 5.2 In any reorganisation as referred to in paragraph 5.1, Options will be treated in the following manner:

• (a) in the event of a consolidation of the share capital of the Company, the number of Options will be consolidated in the same ratio as the ordinary share capital of the Company and the exercise price will be amended in inverse proportion to that ratio;

• (b) in the event of a subdivision of the share capital of the Company, the number of Options will be subdivided in the same ratio as the ordinary share capital of the Company and the exercise price will be amended in inverse proportion to that ratio;

• (c) in the event of a return of the share capital of the Company, the number of Options will remain the same and exercise price will be reduced by the same amount as the amount returned in relation to each ordinary share;

• (d) in the event or a reduction of the share capital of the Company by a cancellation of paid up capital that is lost or not represented by available assets where no securities

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are cancelled the number of Options and the exercise price of each Option will remain unaltered;

• (e) in the event of a pro-rata cancellation of shares in the Company, the number of Options will be reduced in the same ratio as the ordinary share capital of the Company and the exercise price of each Option will be amended in inverse proportion to that ratio; and

• (f) in the event of any other reorganisation of the issued capital of the Company, the number of Options or the exercise price or both will be reorganised (as appropriate) in a manner which will not result in any benefits being conferred on the Optionholder which are not conferred on the holders of Shares.

6. Adjustment to Options and Exercise Price

• 6.1 Adjustments to the number of Shares over which Options exist and/or the exercise price may be made as described in paragraph 5.2 to take account of changes to the capital structure of the Company by way of pro-rata bonus and cash issues.

• 6.2 The method of adjustment for the purpose of paragraph 5.2 shall be in accordance with the Listing Rules of ASX from time to time.

• 6.3 If there is a bonus issue to the holders of the underlying securities, on the exercise of any Options, the number of Shares received will include the number of bonus Shares that would have been issued if the Options had been exercised prior to the record date (within the meaning of the ASX Listing Rules) for bonus issues. The exercise price will not change.

• Takeovers and Schemes of Arrangement

• 7.1 If during the currency of any Options and prior to their exercise a market bid or an offmarket bid (both within the meaning of the Corporations Act) is made to holders of Shares then the Optionholder may exercise the Options notwithstanding any other terms and conditions applicable to the Options.

• 7.2 If an offer for Shares is made to Shareholders pursuant to a scheme of arrangement which has been approved in accordance with the Corporations Act, the Optionholder will be entitled to exercise Options held by it at any time or within the period notified by the Company, whichever period is lesser.

• Transfers not permitted without prior consent

• 8.1 The Options are not transferable except with the prior approval of the Directors of the Company (which approval shall not unreasonably be withheld).

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Definitions

Terms used in this Explanatory Memorandum (including Appendix “A”) and the accompanying Notice of Meeting have the following meanings:

$ means Australian dollars

ASIC means the Australian Securities and Investments Commission

ASX means ASX Limited (ABN 98 008 624 691) or the securities market operated by it 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)

Directors means the directors of the Company, from time to time

Explanatory Memorandum means this Explanatory Memorandum

General Meeting or Meeting means the Annual General Meeting of Shareholders to be held at Morgan @ 401, 401 Collins Street, Melbourne, Victoria on Tuesday, 2 October 2012 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

Options means an option to subscribe for a Share, the rights attaching to which options are described herein

Optionholder means a holder of an Option

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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