DOTZ NANO LIMITED — AGM Information 2011

Apr 26, 2011

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Limited

ABN 71 125 264 575

NOTICE OF ANNUAL GENERAL MEETING

Venue:

Rydges Hotel Westend Room 815 Hay Street Perth

Western Australia

Time:

2.00 pm (WST)

Date:

Wednesday, 25 May 2011

This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, stockbroker or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 8 9321 9334.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2011 Annual General Meeting of Shareholders of Northern Iron Limited ( NORTHERN IRON or Company ) will be held at 2.00 pm (WST) on Wednesday, 25 May 2011 at The Rydges Hotel, Westend Room, 815 Hay Street, Perth, Western Australia ("Meeting").

The attached Proxy Form forms part of this Notice of Annual General Meeting (“Notice”).

Please note terms used in the Resolutions contained in this Notice have the same meaning as set out in the glossary of the Explanatory Statement accompanying this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders of the Company at 5.00pm on 23rd May 2011 (WST).

AGENDA

Financial Statement and Reports

To receive and consider the annual financial report of the Company and its controlled entities for the financial year ended 31 December 2010 together with a directors' report in relation to that financial year and the auditors’ report on the financial report.

Resolution 1 Remuneration Report

To consider, and if thought fit, to pass with or without amendment, the following Resolution as a non‐binding resolution:

"That the Remuneration Report of the Company and the entities it controlled during the year ended 31 December 2010 be adopted.”

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

Resolution 2 Re‐election of Director ‐Mr Felix Tschudi

To consider, and if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution:

"That Mr Felix Tschudi who retires by rotation in accordance with the Company's Constitution and, being eligible, offers himself for re‐election, be re‐elected as a director."

Resolution 3 Ratification of Prior Issue of Shares: Sophisticated Investors

To consider, and if thought fit, to pass with or without amendment, the following Resolution as an ordinary resolution:

"That for the purpose of Listing Rule 7.4 and for all other purposes, the Company ratifies the issue of 43,830,717 fully paid ordinary shares in the Company at an issue price of A$1.58 per share on or around 21 October 2010 to the parties and otherwise on the terms set out in the Explanatory Statement accompanying this Notice of Meeting."

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Voting exclusion statement

In accordance with Listing Rule 7.5.6 the Company will disregard any votes cast on this Resolution by any person who participated in the issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. However, the Company need not disregard a vote 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

• 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)

By Order of the Board

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Alex Neuling Secretary 15 April 2011

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolutions in the accompanying Notice. If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your stockbroker or other professional adviser.

This Explanatory Statement should be read in conjunction with the Notice. Capitalised terms in the Explanatory Statement are defined in the Glossary.

Financial Statements and Reports

As a Shareholder, you are entitled to submit one written question to the auditors prior to the Annual General Meeting providing that the question relates to:

• the content of the auditors’ report; or

• the conduct of the audit in relation to the financial report.

All written questions must be received by the Company no later than five business days before Wednesday 25 May 2011.

All questions must be sent to the Company and may not be sent direct to the auditors. The Company will then forward all questions to the auditors.

A representative from the audit firm will be attending the Annual General Meeting and will be available to answer questions from Shareholders relevant to:

• the conduct of the audit;

• the preparation and content of the auditors’ report;

• the accounting policies adopted by the Company in relation to the preparation of the financial statements;

• the independence of the auditors in relation to the conduct of the audit.

The audit firm representative will also answer written questions submitted prior to the Annual General Meeting.

Resolution 1 ‐ Remuneration Report

Shareholders are entitled to vote on the question of whether the Remuneration Report as contained in the Annual Report for the year ended 31 December 2010 is to be adopted.

Shareholders should note that Resolution 1 is an “advisory only” resolution which does not bind the Company.

The Chair will give Shareholders a reasonable opportunity to ask about, or make comments on, the Remuneration Report .

Resolution 2 ‐Re‐Election of Mr Felix Tschudi

In accordance with Listing Rule 14.4 and clause 3.6 of the Constitution, at every Annual General Meeting, one third of the Directors (or if the number of Directors is not a multiple of 3, then such number as is appropriate to ensure that no Director other than an alternate Director or the Managing Director holds office for more than 3 years without being re‐elected) for the time being must retire from office by rotation and are eligible for re‐election.

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The Directors to retire are those who have been in office for 3 years since their appointment or last re‐appointment or who have been longest in office since their appointment or last re‐appointment or, if the Directors have been in office for an equal length of time, by agreement.

These requirements for a Director to retire do not apply to a Managing Director (but if there is more than one Managing Director, only one is exempt from retirement). In determining the number and identity of the Directors to retire by rotation, the Managing Director and any Director seeking election after appointment by the Board to fill a casual vacancy are not taken into account.

Mr Felix Tschudi retires by rotation at this meeting and, being eligible, offers himself for re‐election .

Details of Mr Tschudi’s experience and qualifications are as follows:

Felix H Tschudi, Non‐Executive Director (BSc (Econ), MBA)

Appointed a Director on 13 December 2007, Felix is the Chairman and sole owner of Tschudi Shipping Company AS, the holding company of the Tschudi Group. Tschudi Mining AS, a member company of the Tschudi Group, is the registered holder of 89,137,931 shares in the Company (26.52%).

Felix attended the Royal Norwegian Naval Academy and served as Sub‐Lieutenant in the Royal Norwegian Navy. He earned a Second Mate’s certificate from merchant navy colleges in the UK, a BSc (Econ) from London School of Economics, and an MBA from INSEAD, France.

Before joining the shipping company Tschudi & Eitzen in 1989, Felix worked for a subsidiary of the Vienna‐based Creditanstalt Group focusing on trade finance and counter trade structures in Eastern Europe and the former Soviet Union. Felix was the joint managing director of Tschudi & Eitzen from 1992 until 2003. He worked as the managing director of the Oslo Stock Exchange listed company Tschudi & Eitzen Shipping ASA from 1993 until 1997. Felix is the former president of the Oslo Shipowners Association, a Norwegian representative at the Executive Council of Intertanko, a member of the Committee of the P&I Club Skuld and a member of the board of Oslo Maritime Network and the publishing house Aschehoug & Co.

Mr Tschudi is a member of the Remuneration, Nomination and Governance Committee and has not been a director of any other listed entity during the past three years.

The Directors recommend that Shareholders vote in favour of Resolution 2.

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Resolution 3 – Ratification of Prior Share Issues

Background

On 13 October 2010 the Company announced to ASX that it would offer 43,830,717 new shares to sophisticated and professional investors to raise approximately $70 million before costs (“Institutional Placement”). The Institutional Placement was conducted by way of a bookbuild with a floor price of $1.58 per Share, a 12.2% discount from previous closing price of $1.80.

Reason for Shareholder approval

Listing Rule 7.1 provides that, in general, a company must not issue or agree to issue more than 15% of its issued capital in any 12 month period without shareholder approval (subject to the qualifications and adjustments that are set out in the Listing Rule). The issue of the Shares under the Institutional Placement was below the 15% threshold. While Shareholder approval of the Shares issued under the Institutional Placement was not required at the time of issue, the effect was to reduce the Company's capacity to issue additional Shares in the future without Shareholder approval.

The Company has no current intention to issue additional shares. It is considered prudent, however, to refresh the Company's ability to issue new securities up to the 15% threshold without having to again obtain Shareholder approval in order to enable the Company to respond quickly to any need to issue Shares in the future, if the Board believes this to be in the best interests of the Company. This can be done under Listing Rule 7.4 by seeking Shareholder ratification of the Shares issued under the Institutional Placement.

Listing Rule 7.5

In accordance with the requirements of Listing Rule 7.5, the following information is provided to Shareholders in relation to Resolution 2:

• (a) 43,830,717 Shares were issued to sophisticated investors on or around 13 October 2010 at an issue price of A$1.58 per Share. The purpose of the issue was to undertake modifications and enhancements to Northern Iron’s Sydvaranger Project, reduce outstanding debt and creditors and fund on‐going working capital requirements and offer costs. The Shares issued rank equally with existing Shares.

Directors' Recommendations

The Board unanimously recommends that Shareholders vote in favour of Resolution 3.

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Glossary

ASIC Australian Securities and Investments Commission Has the meaning given to it in Division 2 of Part 1.2 of the Associates Corporations Act ASX Limited ABN 98 008 624 691 and, where the context ASX permits, the Securities Exchange operated by ASX Limited Board The Board of Directors Chair or Chairman Mr David Griffiths or such other person appointed chairman in accordance with the Constitution Company Northern Iron Limited ACN 125 264 575 Constitution The constitution of the Company Corporations Act Corporations Act 2001 (Cth) Director A director of the Company The information attached to the Notice, which provides Explanatory information to Shareholders about the Resolutions contained Statement in the Notice Listing Rules The listing rules of ASX Meeting or General The general meeting convened by the Notice Meeting The notice of meeting which accompanies this Explanatory Notice Statement Resolution A resolution set out in the Notice Share Fully paid ordinary share in the capital of the Company Shareholder A registered holder of a Share WST Australian Western Standard Time

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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 intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 764 285 (outside Australia) +61 3 9415 4874

Proxy Form

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For your vote to be effective it must be received by 2:00pm (WST) Monday 23 May 2011

How to Vote on Items of Business

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

Appointment of Proxy

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.

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.

A proxy need not be a securityholder of the Company.

Signing Instructions

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

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

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. Delete titles as applicable.

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.investorcentre.com under the information tab, "Downloadable forms".

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.

Turn over to complete the form

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

www.northerniron.com.au

Your secure access information is:

To view and update your securityholding:

SRN/HIN: I9999999999

www.investorcentre.com

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

916CR_0_Sample_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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the Chairman of the Meeting

OR

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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).

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 Rydges Hotel, Westend Room, 815 Hay Street, Perth, Western Australia on Wednesday, 25 May 2011 at 2:00pm (WST) and at any adjournment of that meeting.

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Items of Business

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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.

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Resolution 1 Adopt Remuneration Report Resolution 2 Re-election of Director - Mr Felix Tschudi Resolution 3 Ratification of prior issue of Shares to Sophisticated Investors.

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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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