DOTZ NANO LIMITED — Proxy Solicitation & Information Statement 2009

Dec 14, 2009

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Notice is given that an Extraordinary General Meeting of Northern Iron Limited will be held at:

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Exchange Plaza Conference Suite Exchange Plaza Level 8, 2 The Esplanade Perth Western Australia.

at 11am (WST) on Wednesday 20th January 2010

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 an Extraordinary General Meeting of Northern Iron Limited (“Company”) will be held at Exchange Plaza Conference Suite , Exchange Plaza , Level 8, 2 The Esplanade , Perth, Western Australia at 11am (WST) on Wednesday, 20th January 2010.

Ordinary Business

Resolutions

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

1. Ratification of share issue

"That for the purpose of Listing Rule 7.4 and for all other purposes, the Company ratifies the issue of 27,618,599 fully paid ordinary shares in the Company at an issue price of A$1.05 per share on 18 May 2009."

By order of the board

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RA Anderson Company Secretary Perth, 15 December 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 Monday 18th January 2010. 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 set out on the proxy form; 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 Monday 18th January 2010. Proxy forms received later than this time will be invalid.

Voting Exclusion Statement

In accordance with Listing Rule 7.5.6, the Company will disregard any votes cast on the Resolution by a person who participated in the issue and any Associates of such persons.

However, the Company will 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 directors on the proxy form.

Background Information

To assist you in deciding how to vote on the Resolution, further details as background information to the Resolution is set out in the Explanatory Statement forming part of this Notice of Meeting.

Enquiries

Shareholders are requested to contact the Company Secretary, Mr Robert Anderson, on (+61 8) 321 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 Extraordinary General Meeting to be held at 11am (WST) on 20 January 2010 at Exchange Plaza Conference Suite , Exchange Plaza , Level 8, 2 The Esplanade , 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 Resolution in the Notice of Meeting.

Resolution

1. Resolution 1 – Ratification of Share Issue

Background

On 12 May 2009 the Company announced to ASX a share placement to sophisticated and institutional investors ( Placement ).

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 detailed in the Resolution was below the 15% threshold.

While Shareholder approval of the 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.

It is considered prudent 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 Placement.

Listing Rule 7.5

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

• (a) 27,618,599 Shares were issued to sophisticated investors on 18 May 2009 at an issue price of A$1.05 per Share. The purpose of the issue was to redevelop the Sydvaranger Iron Project and for working capital purposes. The Shares issued rank equally with existing Shares.

Directors' Recommendations

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

Glossary

In this Notice of Meeting and accompanying Explanatory Statement:

Associate has the meaning given to it by Division 2 of Part 1.2 of the Corporations Act.

ASX means ASX Limited (ACN 008 624 691).

Board means all or some of the Directors acting as the board of Directors of the Company.

Company means Northern Iron Limited ABN 71 125 264 575.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means directors of the Company.

Listing Rules means the official listing rules of the ASX.

Resolution means the resolution set out in the Notice of Meeting.

Share means a fully paid ordinary share in the Company.

Shareholder means a registered holder of a Share.

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 11:00am (WST) Monday 18 January 2010

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

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 your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Your secure access information is:

Review your securityholding

SRN/HIN: I9999999999

Update your securityholding

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

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Proxy Form

Please mark

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Appoint a Proxy to Vote on Your Behalf

I9999999999

I 9999999999

I ND

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to indicate your directions

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 Extraordinary General Meeting of Northern Iron Limited to be held at Exchange Plaza Conference Suite, Exchange Plaza, Level 8, 2 The Esplanade, Perth, Western Australia on Wednesday, 20 January 2010 at 11:00am (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 Ratification of Share Issue

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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