DEVEX RESOURCES LIMITED — AGM Information 2010

Oct 12, 2010

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URANIUM EQUITIES LIMITED

ACN 009 799 553

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

Time: 10.00 am WST Date: Thursday 25 November 2010 Place: Level 31 Allendale Square 77 St Georges Terrace Perth, Western Australia

This Notice of Meeting and Explanatory Memorandum is designed to comply with the requirements of the Australian Corporations Act, the Listing Rules of the ASX and the requirements of the Australian Securities and Investments Commission (“ASIC”).

This Notice of Meeting and the accompanying Explanatory Memorandum should be read in its 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.

Neither the ASX or ASIC has in any way passed any views on the merits of the transactions contemplated in the Notice of Meeting and accompanying Explanatory Memorandum.

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CONTENTS

Notice of Annual General Meeting (setting out the proposed Resolutions)	2
Explanatory Statement (explaining the proposed Resolutions)	5
Glossary	9
Proxy Form	11
Appointment of Corporate Representative	13

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the Shareholders of Uranium Equities Limited (“ Uranium Equities ” ) to which this Notice of Meeting relates will be held at 10.00 am (WST) on Thursday 25 November 2010 at:

Level 31 Allendale Square 77 St Georges Terrace Perth, Western Australia

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed and either:

(a) send the proxy form by post to Uranium Equities Limited, Level 5, 29 King William Street, Adelaide, SA 5000; or

• (b) send the proxy form by facsimile to the Company on (+61 8) 8110 0777

so that it is received no later than 12.30 pm (ACDT) on 23 November 2010.

Proxy forms received later than this time will be invalid.

BODIES CORPORATE – CORPORATE REPRESENTATION

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at the meeting of Shareholders. The appointment may be a standing one. An Appointment of Corporate Representative is enclosed with this notice.

ENQUIRIES

The Company welcomes enquiries in respect of matters covered in this Notice of Meeting and Explanatory Memorandum and attendance of Shareholders at the Annual General Meeting proposed. Should you require further information please contact:

The Company Secretary Rolf Heinrich Phone: (+61 8) 8110 0700 Fax: (+61 8) 8110 0777 Email: rolf.heinrich@uel.com.au

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (“ Meeting ”) of the Shareholders of Uranium Equities Limited (the Company ) will be held at Level 31, Allendale Square, 77 St Georges Terrace, Perth on 25 November 2010 at 10.00 am (WST).

AGENDA

ORDINARY BUSINESS

FINANCIAL REPORT

To receive, consider and discuss the Company’s Financial Report for the year ended 30 June 2010 and the reports of the Directors and auditors thereon.

RESOLUTION 1 - ADOPTION OF THE REMUNERATION REPORT

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

“That, pursuant to and in accordance with section 250R(2) of the Corporations Act, the Directors’ Remuneration Report for the financial year ended 30 June 2010 as contained within the Directors’ Report be adopted.”

Note: Section 250R(3) of the Corporations Act provides that the vote on Resolution 1 is advisory only and does not bind the Directors.

RESOLUTION 2 – RE-ELECTION OF MR TIMOTHY GOYDER AS A DIRECTOR OF THE COMPANY

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

“To elect as a Director of the Company, Timothy Goyder who retires by rotation in accordance with the Listing Rule 14.4 and clause 75 of the Company’s constitution and, being eligible, offers himself for reelection.”

RESOLUTION 3 – ISSUE OF OPTIONS TO MR ANTHONY KIERNAN

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

“That for the purposes of Listing Rule 10.11 and Chapter 2E of the Corporations Act and for all other purposes, approval is given for the Company to allot and issue 1,000,000 Options exercisable at $0.25 each on or before 25 November 2013 to acquire ordinary fully paid shares in the capital of the Company to Mr Anthony Kiernan or his nominee on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice.”

Voting Exclusion Statement

The Company will disregard votes cast on this Resolution by Mr Kiernan or his nominee and any associate of Mr Kiernan or his nominee.

However, the Company need not disregard a vote if:

(a) 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

(b) it is cast by the chairperson of 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.

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RESOLUTION 4 – ISSUE OF OPTIONS TO MR BRYN JONES

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

“That for the purposes of Listing Rule 10.11 and Chapter 2E of the Corporations Act and for all other purposes, approval is given for the Company to allot and issue 1,000,000 Options exercisable at $0.25 each on or before 25 November 2013 to acquire ordinary fully paid shares in the capital of the Company to Mr Bryn Jones or his nominee on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice.”

Voting Exclusion Statement

The Company will disregard votes cast on this Resolution by Mr Jones or his nominee and any associate of Mr Jones or his nominee.

However, the Company need not disregard a vote if:

(a) 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

(b) it is cast by the chairperson of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 5 – ISSUE OF OPTIONS TO MR TIMOTHY GOYDER

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

“That for the purposes of Listing Rule10.11 and Chapter 2E of the Corporations Act and for all other purposes, approval is given for the Company to allot and issue 1,000,000 Options exercisable at $0.25 each on or before 25 November 2013 to acquire ordinary fully paid shares in the capital of the Company to Mr Timothy Goyder or his nominee on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice.”

Voting Exclusion Statement

The Company will disregard votes cast on this Resolution by Mr Goyder or his nominee and any associate of Mr Goyder or his nominee.

However, the Company need not disregard a vote if:

(a) 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

(b) it is cast by the chairperson of 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.

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PROXIES

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• (a) each Shareholder has a right to appoint a proxy;

• (b) the proxy need not be a member of the Company;

• (c) a Shareholder 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. If no proportion or number is specified then in accordance with Section 249X(3) of the Corporations Act each proxy may exercise one half of the votes.

In accordance with section 250BA of the Corporations Act, the Company specifies the following information for the purposes of receipt of proxy appointments by Shareholders registered on the Company’s share register:

Registered Office: Level 5 29 King William Street ADELAIDE SA 5000 Facsimile Number: +61 8 8110 0777 Postal Address: Level 5 29 King William Street ADELAIDE SA 5000

The proxies of Shareholders must be received at the relevant address set forth above no later than 12.30 pm (ACDT) on 23 November 2010.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders of the Company on 23 November 2010 at 5.00pm ACDT.

By order of the Board

Rolf Heinrich Company Secretary 6 October 2010

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EXPLANATORY MEMORANDUM

INTRODUCTION

This Explanatory Memorandum has been prepared for the information of Shareholders of Uranium Equities Limited (ACN 009 799 553) (“ Company ”) in connection with the business to be transacted at the Annual General Meeting of the Company to be held on 25 November 2010 (“ Meeting ”).

The purpose of this Explanatory Memorandum is to provide information that the Board believes to be material to Shareholders in deciding whether or not to pass these Resolutions. It explains the Resolutions and identifies the Board’s reasons for putting them to Shareholders. The Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting.

RESOLUTION 1 – ADOPTION OF THE RENUMERATION REPORT

Section 298 of the Corporations Act requires the annual Directors’ Report to contain a remuneration report prepared in accordance with section 300A of the Corporations Act.

The remuneration report of the Company for the financial year ended 30 June 2010 is set out in the Directors’ Report contained in the 2010 Annual Report to Shareholders (“ Remuneration Report ”).

The Remuneration Report sets out the Company’s remuneration arrangements for the executive and non-executive Directors and key management personnel. A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting. In addition, the Corporations Act requires that Resolution 1, to adopt the Remuneration Report, be put to the vote. However, the vote on this Resolution is only advisory and does not bind the Company or its Directors.

The Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report.

RESOLUTION 2 - RE-ELECTION OF MR TIMOTHY GOYDER AS A DIRECTOR OF THE COMPANY

Mr Timothy Goyder was first elected as a Director of the Company on 18 March 2002 and is required to resign pursuant to Listing Rule 14.4 and clause 75 of the Company’s Constitution. Mr Goyder, being eligible, has offered himself for re-election as a Director of the Company.

Details regarding Mr Goyder are set out in the 2010 Annual Report.

RESOLUTIONS 3, 4 and 5 – ISSUE OF OPTIONS TO MR ANTHONY KIERNAN, MR BRYN JONES AND MR TIMOTHY GOYDER

Resolutions 3, 4 and 5 seek separate Shareholder approval for the Company to issue 1,000,000 unlisted Options to each of:

• (a) Mr Anthony Kiernan or his nominee;

• (b) Mr Bryn Jones or his nominee; and

• (c) Mr Timothy Goyder or his nominee,

(together the " Related Parties" ).

Each of the Related Parties is a Director.,

Shareholder approval for the issue of the Options, the subject of Resolutions 3, 4 and 5 is sought for the purposes of:

• (a) Division 3 of Part 2E.1 of the Corporations Act, which governs the giving of financial benefits to “related parties”, for example directors of a company; and

• (b) Listing Rule 10.11, which requires the grant of securities to a director of a company to be approved by shareholders.

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Purpose of the Options Issue

The purpose of the proposed grant of Options to:

• (a) Mr Kiernan and Mr Goyder is to provide Mr Kiernan and Mr Goyder with an added incentive in carrying out their duties as non-executive Directors of the Company; and

• (b) Mr Jones is to provide Mr Jones with an added incentive in carrying out his duties as a Managing Director of the Company.

Given the size of the Company and its need to preserve cash, the issue of Options is a valuable part of the compensation to be provided to the Related Parties.

The Company acknowledges that the issue of options to non-executive Directors is contrary to guidelines under recommendation 8.2 of the ASX Principles of Good Corporate Governance and Best Practice Recommendations. The Board considers the issue of Options in Resolutions 3 and 5 to be reasonable in the circumstances given the Company's size, stage of development, and the need to attract and retain directors of high calibre while still maintaining a cash reserve.

Terms of the Options

Subject to Shareholder approval, the Options will be issued on the terms and conditions set out in Annexure A to this Notice of Meeting.

Part 2E of the Corporations Act

Part 2E.1 of the Corporations Act prohibits the Company from giving a financial benefit to a related party (such as a Director) unless either:

• the giving of the financial benefit falls within one of the nominated exceptions to the relevant provisions of the Corporations Act; or

• Shareholder approval is obtained prior to the giving of the financial benefit.

The proposed grant of unlisted Options to the Related Parties involves the provision of a financial benefit to a related party of the Company, and therefore, requires Shareholder approval.

In accordance with the requirements of Part 2E of the Corporations Act, and in particular sections 219 and 221, the following information is provided to Shareholders to allow them to assess the proposed issue of Options:

• (a) Mr Kiernan, as a Director, is a related party of the Company to whom Resolution 3 would permit a financial benefit to be given, if Resolution 3 is passed. Mr Jones, as a Director, is a related party of the Company to whom Resolution 4 would permit a financial benefit to be given, if Resolution 4 is passed. Mr Goyder, as a Director, is a related party of the Company to whom Resolution 5 would permit a financial benefit to be given, if Resolution 5 is passed.

• (b) The nature of the financial benefit to be given is the grant of unlisted Options on the terms noted above. Should Shares be trading on the ASX at a price in excess of the exercise price of the Options granted to a Related Party (or his nominee) pursuant to a Resolution passed at this Meeting, the Related Parties will obtain a financial gain on the exercise of the Options and subsequent sale of Shares.

• (c) The Options will be issued to the Related Parties free of charge and therefore no funds will be raised from the grant of the Options. A total of $750,000 would be raised if the Options were exercised by the Related Parties in full, proceeds of which will be used for the Company’s general working capital requirements.

• (d) The Options to be issued will be issued upon approval by Shareholders with an exercise price of $0.25 exercisable on or before 25 November 2013.

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• (e) Based on a Black & Scholes valuation method, the Company estimates that each Option, the subject of Resolutions 3, 4 and 5, has a value of $0.054 with assumptions detailed in the table below:

Exercise Price	$0.25
Market value of underlying Shares at time of setting exercise price	$0.115
Time to expiration of Option	3 years
Volatility	98%
Risk free interest rate	4.5%
Annualised dividend yield	Nil

On the basis of that valuation, the total value of the Options proposed to be issued to Mr Kiernan is $54,338.

On the basis of that valuation, the total value of the Options proposed to be issued to Mr Jones is $54,338.

On the basis of that valuation, the total value of the Options proposed to be issued to Mr Goyder is $54,338.

• (f) Over the past 12 months prior to the date of this Notice of Meeting, the lowest recorded price of Shares trading on ASX was $0.07 on 30 June 2010 and the highest was $0.275 on 28 September 2009. At the close of trading on 24 September 2010 the Share price was $0.115.

• (g) Following the passing of:

• (i) Resolution 3, Mr Kiernan will hold an interest in 2,264,068 Shares and 2,000,000 Options;

• (ii) Resolution 4, Mr Jones will hold an interest in 270,000 Shares and 3,000,000 Options; and

• (iii) Resolution 5, Mr Goyder will hold an interest in 22,124,199 Shares and 1,000,000 Options.

• (h) Mr Kiernan receives a director’s fee of $50,000 per annum and a consultancy fee of $4,166.00 per month (terminable at will by either party). Mr Jones receives a salary of $260,000 per annum plus superannuation. Mr Goyder receives a director’s fee of $40,000 per annum. In addition, each Related Party will receive an additional benefit of $54,338, being the approximate value of the Options proposed to be issued to each Related Party in accordance with Resolutions 3, 4 and 5.

• (i) The Company has 210,260,801 Shares and 11,280,000 Options on issue. Assuming that all of the Options to be issued pursuant to Resolution 3, 4 and 5 are exercised, the Shares in the Company will be increased from 210,260,801 to 213,260,801 and (assuming that no other Options or Shares are issued) this will have the effect of diluting the shareholding of existing Shareholders by 1.4%.

• (j) The issue has no taxation consequences for the Company (including exposure to fringe benefits tax).

• (k) Ownership of Shares pursuant to the exercise of the Options will entitle the holder of Shares to receive benefits of ownership/membership on the same basis as existing Shareholders.

• (l) Mr Kiernan has a material personal interest in the outcome of Resolution 3.

• (m) Mr Jones has a material personal interest in the outcome of Resolution 4.

• (n)

• Mr Goyder has a material personal interest in the outcome of Resolution 5.

• (o) Neither the Directors nor the Company are aware of any other information that would be reasonably required by the Shareholders to make a decision whether it is in the best interests of the Company to pass Resolutions 3, 4 and 5.

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Recommendations

In respect of Resolution 3, those Directors who have no interest in the outcome of Resolution 3 (being all Directors other than Mr Kiernan) recommend that Shareholders vote in favour of Resolution 3 on the basis that the Options to be granted provide Mr Kiernan with an appropriate incentive in recognition of his extensive knowledge, experience and capabilities. Mr Kiernan makes no recommendation in relation to Resolution 3 on the basis that he has an interest in the outcome of the Resolution.

In respect of Resolution 4, those Directors who have no interest in the outcome of Resolution 4 (being all Directors other than Mr Jones) recommend that Shareholders vote in favour of Resolution 4 on the basis that the Options to be granted provide Mr Jones with an appropriate incentive in recognition of his extensive knowledge, experience and capabilities. Mr Jones makes no recommendation in relation to Resolution 4 on the basis that he has an interest in the outcome of the Resolution.

In respect of Resolution 5, those Directors who have no interest in the outcome of Resolution 5 (being all Directors other than Mr Goyder) recommend that Shareholders vote in favour of Resolution 5 on the basis that the Options to be granted provide Mr Goyder with an appropriate incentive in recognition of his extensive knowledge, experience and capabilities. Mr Goyder makes no recommendation in relation to Resolution 5 on the basis that he has an interest in the outcome of the Resolution.

ASX Listing Rule 10.11

Listing Rule 10.11 requires Shareholders to approve the grant of the Options to the Related Parties. Listing Rule 10.11 broadly requires Shareholders’ approval by ordinary resolution to any issue by a listed company of securities to a related party.

Additional Information

For the purposes of Listing Rule 10.13, the following information is provided to Shareholders:

• (a) The Options will be granted to the Related Parties on the basis described above.

• (b) The maximum number of Options to be granted is 3,000,000.

• (c) The Options the subject of Resolutions 3, 4 and 5 will be issued within one month of Shareholder approval.

• (d) The Options will be granted for no consideration.

• (e) No funds will be raised by the grant of the Options. A total of $750,000 would be raised if the Options were exercised by the Related Parties in full, proceeds of which will be used for the Company’s general working capital requirements.

• (f) The terms and conditions of the Options are set out in Annexure A to this Explanatory Statement.

Listing Rule 7.1

As approval of Shareholders is being sought pursuant to Listing Rule 10.11, approval under Listing Rule 7.1 is not required.

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GLOSSARY

ACDT:	Australian Central Daylight Savings Time
Annual General MeetingorMeeting:	means the meeting of Shareholders called by the notice of meeting of
	which this Explanatory Memorandum forms part.
ASIC:	means the Australian Securities and Investment Commission.
ASX:	means the ASX Limited (ACN 008 624 691).
Board:	means the board of the Directors of the Company.
Constitution:	means the constitution of the Company.
Company:	means Uranium Equities Limited (ACN 009 799 553).
Corporations Act:	means the_Corporations Act 2001_(Cth).
Directors:	means the directors of the Company.
Explanatory Memorandum:	means this explanatory memorandum.
Listing Rules:	means the listing rules of the ASX.
Notice of MeetingorNotice:	means the notice of meeting of which this Explanatory Memorandum
	forms part.
Option:	means the right to subscribe for a Share.
Resolution:	means a resolution to be considered by the Shareholders at the
	Annual General Meeting.
Share:	means an ordinary share in the capital of the Company.
Shareholder:	means a registered member of the Company.
WST:	means Western Standard Time.

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ANNEXURE A

• (a) The Options will vest immediately upon issue.

• (b) The Options are exercisable at any time prior to 5.00pm ACDT on a date 3 years from the date of issue (“Options Expiry Date”).

• (c) Subject to these terms each Option shall entitle the optionholder to acquire one fully paid ordinary share in the capital of the Company upon payment of 25 cents per Option to the Company.

• (d) The Options are not transferable without the prior written consent of the Company which such consent shall not be withheld if the assignee or transferee of the Options is an entity controlled by the Director and in which he has in excess of a 75% equity interest and provided the assignee enters into a deed with the Company agreeing not to transfer the said Options.

• (e) The Options are exercisable by delivering to the registered office of the Company a notice in writing stating the intention of the optionholder to exercise a specified number of options, accompanied by an option certificate, if applicable, and a cheque made payable to the Company for the subscription monies due, subject to the funds being duly cleared funds.

• (f) The exercise of only a portion of the Options held shall not affect the optionholder's rights to exercise the balance of any Options remaining.

• (g) The Company will allot the corresponding Shares upon an exercise of Options and deliver notification of shareholdings within 10 business days after the allotment of the Shares.

• (h) Shares allotted pursuant to the exercise of the Options will rank, as and from the date of allotment, equally in all respects with the then existing Shares.

• (i) A statement of holding will be issued in respect of the Options. The reverse side of each certificate will set out a statement of the rights of the optionholder that is to be completed when exercising the Options. If there is more than one Option comprised in the statement of holding and, prior to the Options Expiry Date, these Options are exercised in part, the Company will issue another statement of holding in respect of the balance of the Options held.

• (j) Application will not be made to the ASX for official quotation of the Options. Application will be made to the ASX for official quotation of the Shares issued on exercise of the Options.

• (k) The Options do not confer any participating rights or entitlements and the optionholder is not entitled to participate in new issues of capital offered to Shareholders during the currency of the Option. However, the Company must ensure, that for the purposes of determining entitlements to any such issue, the books closing date, is at least 10 business daysafter the issue is announced. This will give the optionholder the opportunity to exercise any Option which the holder is entitled to exercise before the date for determining any entitlements to participate in that issue.

• (l) Each Option will be subject to a condition that in the event of a reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the optionholder will be varied in a manner consistent with the Listing Rules.

• (m) The Options will not give any right to participate in any dividends declared by the Company until such time as Shares are allotted pursuant to the exercise of the relevant Options.

• (n) An optionholder cannot participate in new issues of Shares without first exercising its Options.

• (o) An optionholder has no right to change the exercise price of the Option or to change the number of Shares over which the Option can be exercised.

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PROXY FORM

APPOINTMENT OF PROXY URANIUM EQUITIES LIMITED ACN 009 799 553

I/We

being a shareholder of Uranium Equities Limited entitled to attend and vote at the Annual General Meeting, hereby

appoint

Name of proxy

or failing the person so named or, if no person is named, the Chairman of the Annual General Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the Annual General Meeting to be held at 10.00 am (WST) on 25 November 2010 at Level 31, Allendale Square, 77 St Georges Terrace, Perth and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the Resolutions.

Voting on Business of the Annual General Meeting

			FOR AGAINST ABSTAIN	FOR AGAINST ABSTAIN	FOR AGAINST ABSTAIN
Resolution	1	Adoption of Remuneration Report
Resolution	2	Re-election of Mr Timothy Goyder as Director
Resolution	3	Issue of Options to Mr Anthony Kiernan
Resolution	4	Issue of Options to Mr Bryn Jones
Resolution	5	Issue of Options to Mr Timothy Goyder

If you do not wish to direct your proxy how to vote, please place a mark in this box:

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of Resolution 3 and votes cast by him other than as proxy holder will be disregarded because of the interest.

The Chairman will vote in favour of all of the Resolutions if no directions are given.

YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE.

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

Signed this day of 2010

By:

By:	By:	By:
Individuals and joint holders Companies (affix common seal if appropriate)
Signature		Director
Signature		Director/Company Secretary
Signature		Sole Director and Sole Company Secretary

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URANIUM EQUITIES LIMITED ACN 009 799 553

Instructions for Completing ‘Appointment of Proxy’ Form

1. A shareholder entitled to attend and vote at a meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

2. A duly appointed proxy need not be a shareholder of the Company. In the case of joint holders, all must sign.

3. Corporate shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

4. Directors of the company;

5. a Director and a Company Secretary of the company; or

6. for a proprietary company that has a sole Director who is also the sole Company Secretary – that Director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole Director and sole Company Secretary of the company must state that next to his or her signature.

1. Completion of a proxy form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting.

2. Where a proxy form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

4. To vote by proxy, please complete and sign the proxy form enclosed and either:

5. (a) send the proxy form by post to Uranium Equities Limited, Level 5, 29 King William Street, Adelaide, SA, 5000; or

6. (b) send the proxy form by facsimile to the Company on facsimile number (+61 8) 8110 0777,

so that it is received no later than 12.30 pm (ACDT) on 23 November 2010.

Proxy forms received later than this time will be invalid.

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Appointment of Corporate Representative

Section 250D of the Corporations Law

This is to certify that by a resolution of the directors of:

……………………………………………………………………….………………….…..

( Company ),

(Insert name of company)

the Company has appointed:

……………..……………………………………………………………………….………,

(Insert name of corporate representative)

in accordance with the provisions of section 250D of the Corporations Law, to act as the body corporate representative of that company at the meeting of the members of Uranium Equities Limited to be held on 25 November 2010 and at any adjournments of that meeting.

DATED 2010 Executed by the Company ) )

in accordance with its constituent documents

............................................................… ............................................................. Signed by authorised representative Signed by authorised representative ............................................................… ............................................................. Name of authorised representative (print) Name of authorised representative (print) …………………………………………… …………………………………………. Position of authorised representative (print) Position of authorised representative (print)

INSTRUCTIONS FOR COMPLETION

Under Australian law, an appointment of a body corporate representative will only be valid if the Certificate of Appointment is completed precisely and accurately.

Please follow the following instructions to complete the Certificate of Appointment:

1. Execute the Certificate following the procedure required by your company’s constitution or other constituent documents.

2. Print the name and position (eg director) of each company officer who signs this Certificate on behalf of the company.

3. Insert the date of execution where indicated.

4. Send or deliver the Certificate to Uranium Equities Limited registered office or fax the Certificate to the registered office at (+61 8) 8110 0777.

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