DOTZ NANO LIMITED — AGM Information 2009

Apr 2, 2009

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Northern Iron Limited

ABN 71 125 264 575

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Notice is given that the Annual General Meeting of Northern Iron Limited will be held at

The Celtic Club,

48 Ord Street

West Perth, Western Australia. at 11am (WST) on Tuesday 12th May 2009

Northern Iron Limited ABN 71 125 264 575

Registered Office: Level 3, 3 Ord Street, West Perth, WA 6005 Telephone: +61 8 9321 9334, Facsimile +61 8 9321 9335

Notice is given that the Annual General Meeting of Northern Iron Limited (“Company”) will be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia at 11am (WST) on Tuesday, 12th May 2009.

Ordinary Business

Resolutions

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

1. Adoption of the Remuneration Report for the year ended 31 December 2008

“That the Remuneration Report required by section 300A of the Corporations Act, as contained in the Directors’ Report of the Company for the year ended 31 December 2008, be adopted.”

2. To re-elect Mr David Griffiths as a director:

“That Mr David Griffiths, who retires by rotation in accordance with rule 3.6 of the Company’s Constitution and, being eligible offers himself for re-election, be re-elected as a director of the Company.”

3. To re-elect Mr Peter Bilbe as a director:

“That Mr Peter Bilbe, who retires by rotation in accordance with rule 3.6 of the Company’s Constitution and, being eligible offers himself for re-election, be re-elected as a director of the Company.”

4. Ratification of prior issue - shares

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the prior allotment and issue of 17,500,000 shares at an issue price of $1.00 each on the terms and conditions set out in the Explanatory Statement.”

5. Ratification of prior issue – unlisted options

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the prior allotment and issue of 400,000 unlisted options on the terms and conditions set out in the Explanatory Statement.”

By order of the board

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RA Anderson Company Secretary Perth, 3 April 2009

Information for Members

For the purposes of voting at the meeting, shares of the Company will be taken to be held by the holders of those shares registered as such at 11am (WST) on Sunday 10th May 2009. The entitlement of members to vote at the meeting will be determined by reference to that time.

A proxy form accompanies this Notice of Annual General Meeting.

A member who is entitled to attend and vote at this meeting is entitled to appoint not more than two proxies. A proxy need not be a member. Where the Chairman is appointed proxy, he will vote in accordance with the member’s directions as specified on the proxy form or, in the absence of a direction, in favour of the resolutions contained in this Notice of Annual General Meeting.

A single proxy exercises all voting rights. Where a member wishes to appoint two proxies, an additional proxy form may be obtained by contacting the Northern Iron Limited share registry or you may copy the enclosed proxy form. A member appointing two proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a member appoints two proxies and does not specify each proxy’s voting rights, the rights are deemed to be 50% each. Fractions of votes are to be disregarded.

Proxy forms should be returned:

• (a) by post to Northern Iron Limited, PO Box 1523, West Perth, Western Australia, 6872; or

• (b) by post to Computershare Investor Services Pty Ltd in the enclosed reply paid envelope; or

• (c) by facsimile to the Company on facsimile number (+61 8) 9321 9335; or

• (d) by facsimile to Computershare Investor Services Pty Ltd on facsimile number (+61 8) 9323 2033; or

• (e) in person to the Company at Level 3, 3 Ord Street, West Perth, WA 6005; or

• (f) in person to Computershare Investor Services Pty Ltd, Level 2, 45 St Georges Terrace, Perth WA 6000,

by no later than 11am (WST) on Sunday 10th May 2009. Proxy forms received later than this time will be invalid.

Voting Exclusion Statement

Resolution 4

The Company will disregard any votes cast on this resolution by a person who participated in the issue and any of their associates. 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 the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 5

The Company will disregard any votes cast on this resolution by Mr Donald Hunter or any of his associates. 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 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.

Enquiries

Shareholders are requested to contact the Company Secretary, Mr Robert Anderson, on (+61 8) 9481 9334 if they have any queries in respect of the matters set out in these documents.

Explanatory Statement

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 11am (WST) on 12 May 2009 at the Celtic Club, 48 Ord Street, West Perth, Western Australia.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

Resolutions

1. Resolution 1 – Adoption of the Remuneration Report for the year ended 31 December 2008

The Directors’ Report for the year ended 31 December 2008 contains a Remuneration Report which sets out the policy for remuneration of directors and executives.

In accordance with section 250R of the Corporations Act, the Company submits to shareholders for consideration and adoption by way of a non-binding resolution its Remuneration Report for the year ended 31 December 2008.

At the Annual General Meeting there will be a reasonable opportunity for discussion of the report.

Recommendation

The directors recommend that shareholders vote in favour of the resolution.

2. Resolution 2 – Re-election of David Griffiths as a Director

Under rule 3.6 of the Company’s Constitution, one-third of the directors are required to retire by rotation every year, but are eligible to be re-elected.

Mr David Griffiths is one of the directors to retire by rotation and, being eligible, offers himself for re-election as a director.

David has over 26 years experience in senior financial and executive roles in a wide range of industries, and is a former Division Director of Macquarie Bank. Prior to this role, David was executive chairman of Perth stockbroking firm Porter Western.

David holds an Honours Degree in Economics from The University of Western Australia, a Masters Degree in Economics from Australian National University and is a Fellow of the Australian Institute of Company Directors. David also sits on the Board of the Perth International Arts Festival.

Mr Griffiths is a member of the Remuneration, Nomination and Governance Committee and Chairman of the Audit Committee.

Mr Griffiths currently holds the following non-executive listed company directorships:

Great Southern Limited (Chairman) Automotive Holdings Group Limited (Deputy Chairman) Thinksmart Limited

Recommendation

The directors (other than Mr Griffiths) recommend that shareholders vote in favour of the resolution.

3. Resolution 3 – Re-election of Peter Bilbe as a Director

Under rule 3.6 of the Company’s Constitution, one-third of the directors are required to retire by rotation every year, but are eligible to be re-elected. Mr Peter Bilbe is one of the directors to retire by rotation and, being eligible, offers himself for re-election as a director.

Peter has over 30 years experience in senior operational and corporate roles in the resources sector both in Australia and overseas and until January 2007 was Managing Director and Chief Executive Officer of Aztec Resources Limited, which recently announced the successful development of the Koolan Island iron ore project. He has significant experience as a mining engineer, and prior to his role with Aztec Resources Limited was General Manager of Operations for Portman Limited, managing the Koolyanobbing and Cockatoo Island iron ore projects.

Peter is a member of the Remuneration, Nomination and Governance Committee and a member of the Audit Committee.

Mr Bilbe currently holds the following non-executive listed company directorships:

RMA Energy Limited Aurox Resources Limited

Recommendation

The directors (other than Mr Bilbe) recommend that shareholders vote in favour of the resolution.

4. Resolution 4 – Ratification of prior issue - shares

General

On 2 March 2009 the Company issued 17,500,000 ordinary fully paid shares at an issue price of $1.00 each to raise funds to accelerate the case for an incremental expansion of production, ordering the long lead items required for the refurbishment of the flotation circuit, and for working capital purposes.

None of the subscribers pursuant to this issue were related parties of the Company.

Resolution 4 seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those shares ( Share Ratification ).

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

ASX Listing Rule 7.4 provides that where a company in general meeting ratifies a previous issue of securities, provided that the previous issue did not breach ASX Listing Rule 7.1, those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior shareholder approval.

Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share Ratification:

• (a) 17,500,000 shares were allotted on 2 March 2009; (b) the issue price was $1.00 per Share;

• (c) the shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing fully paid ordinary shares;

• (d) the Shares were allotted and issued to institutional and sophisticated clients of Euroz Securities Limited and Macquarie Capital Advisors Limited, none of whom were related parties of the Company; and

• (e) the funds raised from the issue will be used to accelerate the case for an incremental expansion of production, ordering the long lead items required for the refurbishment of the flotation circuit, and for working capital purposes.

Recommendation

The directors recommend that shareholders vote in favour of the resolution.

5. Resolution 5 – Ratification of prior issue – unlisted options

General

On 7 August 2008, the Company issued 400,000 unlisted options on the following terms to the Chief Executive of Sydvaranger Gruve AS, the Company’s 100% owned Norwegian subsidiary, Mr Donald Hunter, at no cost as part of his remuneration arrangements:

• 200,000 unlisted options exercisable at $4.12 per option, expiring 4 August 2011, vesting 11 August 2009; and

• 200,000 unlisted options exercisable at $4.80 cents per option, expiring 4 August 2011, vesting

• 11 February 2009.

Mr Hunter is not a related party of the Company.

Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those unlisted options ( Options Ratification ).

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

ASX Listing Rule 7.4 sets provides that where a company in general meeting ratifies a previous issue of securities, provided that the previous issue did not breach ASX Listing Rule 7.1, those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior shareholder approval.

Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Options Ratification:

• (a) 400,000 unlisted options were allotted on 7 August 2008 on the terms set out above; (b) the Company will not be raising any funds from the issue of the unlisted options but if all the unlisted options are exercised the Company will receive $1,784,000;

• (c) shares issued on exercise of the unlisted options will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing fully paid ordinary shares;

• (d) the unlisted options were allotted and issued to the Chief Executive of Sydvaranger Gruve AS, the Company’s 100% owned Norwegian subsidiary, Mr Donald Hunter; and

• (e) the funds raised from the exercise of the unlisted options will be used for working capital purposes.

Recommendation

The directors recommend that shareholders vote in favour of the resolution.

Northern Iron Limited ABN 71 125 264 575

Lodge your vote:

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

000001 000 NFE MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

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For your vote to be effective it must be received by 11.00am (WST) Sunday 10 May 2009

How to Vote on Items of Business

Signing Instructions

All your securities will be voted in accordance with your directions.

Individual: Where the holding is in one name, the securityholder must sign.

Appointment of Proxy

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.computershare.com.

A proxy need not be a securityholder of the Company.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

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Turn over to complete the form

View the annual report, 24 hours a day, 7 days a week:

www.northerniron.com.au

Your secure access information is:

Access the annual report

SRN/HIN: I9999999999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

999999_SAMPLE_0_0_PROXY/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a I9999999999 broker (reference number commences with ‘ X ’) should advise your broker of any changes. I 9999999999 I ND

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Proxy Form

Please mark to indicate your directions

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Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Northern Iron Limited hereby appoint

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PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

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the Chairman of the Meeting[OR]

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Northern Iron Limited to be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on Tuesday, 12 May 2009 at 11.00am (WST) and at any adjournment of that meeting.

Important for Items 4 and 5: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Items 4 and 5 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Items 4 and 5 and your votes will not be counted in computing the required majority if a poll is called on these Items. The Chairman of the Meeting intends to vote undirected proxies in favour of Items 4 and 5 of business.

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I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Item and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.

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

Items of Business

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Resolution	1	Adoption of the Remuneration Report for the year ended 31 December 2008
Resolution	2	To re-elect Mr David Griffiths as a director
Resolution	3	To re-elect Mr Peter Bilbe as a director
Resolution	4	Ratification of prior issue - shares
Resolution	5	Ratification of prior issue - unlisted options

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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