ENERGY METALS LTD — AGM Information 2014

Apr 30, 2014

Notice of Annual General Meeting and Explanatory Statement

ENERGY METALS LIMITED ABN 63 111 306 533

This Notice of Annual General Meeting and Explanatory Statement 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 advisor without delay.

ENERGY METALS LIMITED ACN 111 306 533

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2014 Annual General Meeting of shareholders of Energy Metals Limited will be held at Pan Pacific Perth, 207 Adelaide Terrace, Perth, Western Australia on Friday 30 May 2014 at 10.00am (Western Standard Time).

The Explanatory Statement to this Notice of Annual General Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the enclosed proxy form are part of this Notice of Annual General Meeting.

AGENDA

1. Financial Report

To receive and consider the financial report, directors’ report and auditor’s report for the financial year ended 31 December 2013 (which form part of the Company's 2013 Annual Report).

2. Resolution 1 – Adoption of the Remuneration Report for the year ended 31 December 2013

To consider and, if thought fit, to pass the following as a non-binding ordinary resolution:

"That, for the purpose of and in accordance with section 250R(2) of the Corporations Act, the Remuneration Report of the Company for the year ended 31 December 2013 be adopted."

Note:

In accordance with Section 250R(2) of the Corporations Act, the vote on this resolution is advisory only and does not bind the Directors or the Company.

In accordance with the Corporations Act, if 25% or more of votes cast against the adoption of the Remuneration Report at two consecutive annual general meetings, a resolution must be put to the second of these annual general meetings requiring shareholders to vote whether another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director and CEO) must stand for re-election (“spill resolution”). For further information, please refer to the Explanatory Statement.

Voting exclusion statement:

A vote on the resolution must not be cast (in any capacity) by or on behalf of either of:

• (a) a member of the key management personnel details of whose remuneration are included in the remuneration report; or

(b) a closely related party of such a member, (“ Prohibited Voter ”).

However, a Prohibited Voter may cast a vote on the resolution if a Prohibited Voter 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 Prohibited Voter.

If a Prohibited Voter is appointed but not directed how to vote on Resolution 1, they will not vote your proxy on this resolution.

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3. Resolution 2 – Re-election of Mr He, Zuyuan as a Director

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

"That Mr He, Zuyuan, being a Director of the Company who retires in accordance with clause 13.2 of the Company's Constitution, be re-elected."

4. Resolution 3 – Re-election of Mr Lindsay Dudfield as a Director

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

"That Mr Lindsay Dudfield, being a Director of the Company who retires in accordance with clause 13.2 of the Company's Constitution, be re-elected."

5.

Other Business

To transact any other business which may be properly brought before the meeting in accordance with the Company's Constitution and the Corporations Act.

By Order of the Board

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XUEKUN LI Company Secretary Energy Metals Limited 30 April 2014

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Entitlement to Vote

In accordance with Regulation 7.11.37 of the Corporations Regulations, the Directors have determined that the persons eligible to vote at the AGM are those who are registered Shareholders of the Company at 10am (Western Standard Time) on 28 May 2014. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the AGM.

Voting in Person

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

Voting by Proxies

A Shareholder entitled to attend and vote at the AGM is entitled to appoint not more than two proxies. If the Shareholder is entitled to two or more votes, the Shareholder may appoint two proxies and if this occurs the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise half of the votes in which case any fraction of votes will be disregarded.

Pursuant to sections 250BB and 250BC of the Corporations Act, a proxy must cast all directed proxies as directed. Any directed proxies which are not voted will automatically default to the Chairman, who will vote the proxies as directed.

A proxy need not be a Shareholder of the Company. If you sign the enclosed proxy form and do not write the name of a person or a body corporate in the proxy form, you will have appointed the Chairman of the AGM as your proxy.

The Chairman of the AGM will vote undirected proxies on, and in favour of, all of the proposed resolutions, except for Resolution 1 where the Chairman will only vote if expressly directed to do so.

Please refer to the enclosed proxy form and the accompanying instructions for appointment of a proxy and lodging proxy forms.

If a shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the enclosed certificate of appointment of corporate representative should be completed and lodged in the manner specified.

To be effective, the proxy must be completed, signed and received by the Company no later than 48 hours before the AGM, that is 10am (Western Standard Time) on Wednesday 28 May 2014. Proxies must be received before this time by any of the following methods:-

By post: Energy Metals Limited By facsimile: +61 8 9321 5240 PO Box 1323 West Perth Western Australia WA 6872

By delivery: Energy Metals Limited Level 2, 8 Colin Street West Perth Western Australia 6005

Proxy forms received later than the above mentioned time will be invalid.

Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the AGM should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as the Shareholder’s representative. The authority may be sent to the Company in advance of the AGM or handed in at the AGM when registering as a corporate representative. An appointment of corporate representative form is enclosed if required.

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ENERGY METALS LIMITED

ABN 63 111 306 533

EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide shareholders with sufficient information to assess the merits of the resolutions contained in the accompanying Notice.

Shareholders are specifically referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used in the Notice and this Explanatory Statement.

The Directors recommend Shareholders read this Explanatory Statement in full before making any decision in relation to the resolutions.

The following information should be noted in respect of the various matters contained in the accompanying Notice.

1. Financial Statements and Reports

The Corporations Act requires the Company’s financial report, the directors’ report and the auditor’s report for the year ended 31 December 2013 to be laid before the AGM. Shareholders will be provided with a reasonable opportunity to ask questions about the reports. There is no requirement either in the Corporations Act or the Company’s Constitution that the Shareholders vote on or approve the reports.

Shareholders can access a copy of the Company’s financial report, the directors’ report and the auditor’s report for the year ended 31 December 2013 (which form part of the Company’s 2013 Annual Report) on the Company’s website: www.energymetals.net

2. Resolution 1 – To adopt the Remuneration Report for the year ended 31 December 2013

The Corporations Act requires the Company to include in the directors’ report for the year ended 31 December 2013 a detailed remuneration report setting out certain prescribed information relating to the remuneration of the Directors and certain members of the Company’s senior management (" Remuneration Report ") and to submit this Remuneration Report for adoption by resolution of the shareholders at the annual general meeting of the Company.

The Remuneration Report:

• outlines the Board’s policy for determining the nature and amount of remuneration of Directors and Senior Executives of the Company;

• sets out remuneration details for each Director and Senior Executive of the Company;

• summarises the key terms of any contract of any Director or Senior Executive of the Company for the financial year ended 31 December 2013.

The Corporations Act requires that a resolution in relation to the Remuneration Report be put to the vote at the Company's AGM. The vote on the resolution is advisory only and does not bind the Directors or the Company.

However, the Directors will consider the outcome of the vote when reviewing the Company’s remuneration practices and policies.

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The Chairman of the AGM will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

The Directors unanimously recommend that Shareholders vote in favour of adopting the Remuneration Report.

Please refer to the Voting Exclusion Statement with regards to this resolution in the Notice.

3. Resolution 2 - Re-election of Mr He, Zuyuan as a Director

Resolution 2 seeks approval for the re-election of Mr He as a Director with effect from the end of the AGM.

Mr He was appointed a Director on 23 December 2009. He retired and was re-elected by shareholders at the AGM in May 2012. Mr He is required to retire under the rotation of directors rule in clause 13.2 the Company’s Constitution.

Clause 13.2 provides that at each AGM:

• one-third of the Directors (other than alternate Directors and the Managing Director); or

• if the number of Directors is not a multiple of three, then such number as is appropriate to ensure that no Director other than alternate Directors and the Managing Director holds office for more than 3 years,

must retire from office. A retiring Director is eligible for re-election.

Mr He retires from office in accordance with this requirement and, being eligible, has offered himself for re-election as a Director of the Company.

The Directors, other than Mr He, recommend that Shareholders vote in favour of this resolution.

Details of this candidate are as follows:

He, Zuyuan Non-Executive Director

About Mr He

Mr He holds a Bachelor degree in Geology and an MBA from Tsinghua University in China and has nearly 25 years’ experience in uranium exploration and financial management. Mr He is currently a director of CGNPC-URC. He was previously the Chief Financial Officer and Vice President of Nanjing Zhong Da Group for a period of 3 years. Age 49.

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4. Resolution 3 – Re-election of Mr Lindsay Dudfield as a Director

Resolution 3 seeks approval for the re-election of Mr Dudfield as a Director with effect from the end of the AGM.

Mr Dudfield was appointed a Director on 8 October 2004. He retired and was re-elected by shareholders at the AGM in April 2011. Mr Dudfield is required to retire under the rotation of directors rule in clause 13.2 the Company’s Constitution.

Clause 13.2 provides that at each AGM:

• one-third of the Directors (other than alternate Directors and the Managing Director); or

• if the number of Directors is not a multiple of three, then such number as is appropriate to ensure that no Director other than alternate Directors and the Managing Director holds office for more than 3 years,

must retire from office. A retiring Director is eligible for re-election.

Mr Dudfield retires from office in accordance with this requirement and, being eligible, has offered himself for re-election as a Director of the Company.

The Directors, other than Mr Dudfield, recommend that Shareholders vote in favour of this resolution.

Details of this candidate are as follows:

Lindsay Dudfield Non-Executive Director

About Mr Lindsay Dudfield

Mr Dudfield is a qualified geologist with over 30 years’ experience exploring for gold and base metals in Australia and overseas, including close involvement with a number of greenfields discoveries. Member of the AusIMM, SEG, AIG and GSA. He is currently the Managing Director of Jindalee Resources Ltd and also a director of Alchemy Resources Limited. Age 57.

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GLOSSARY

The following terms have the following meanings in this Notice and Explanatory Statement:

" AGM " means the annual general meeting of the Company;

“ ASX ” means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange Limited;

“ Board ” means the Directors acting as the board of directors of the Company or a committee appointed by such board of directors;

" CGNPC " means China General Nuclear Power Group;

" CGNPC-URC " means CGNPC-Uranium Resources Co., Ltd;

“ Company ” or “ Energy Metals ” means Energy Metals Limited ABN 63 111 306 533;

“ Constitution ” means the constitution of the Company as amended from time to time;

“ Corporations Act ” means the Corporations Act 2001 (Cth);

" Corporations Regulations " means the Corporations Regulations 2001 (Cth);

“ Director ” means a Director of the Company;

" Explanatory Statement " means this explanatory statement attached to the Notice, which provides information to Shareholders about the resolutions contained in the Notice;

“ Listing Rules ” means the Official Listing Rules of the ASX as they apply to the Company from time to time;

" Managing Director " means the Managing Director of the Company;

“ Notice ” means the notice of AGM accompanying this Explanatory Statement;

" Share " means a fully paid ordinary share issued in the capital of the Company; and

" Shareholder " means a holder of Shares.

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Shareholder/Corporate Proxy Details

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

................................................................................................................................. (Company) Insert name of shareholder company / corporate proxy

the Company has appointed:

................................................................................................................................................... , Insert name of corporate representative

in accordance with the provisions of section 250D of the Corporations Act 2001, to act as the body corporate representative of that company at the meeting of the members of Energy Metals Limited to be held on Friday 30 May 2014 and at any adjournments of that meeting/all meetings of the members of Energy Metals Limited.

DATED ................................................... 2014

Please sign here

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

1. Insert name of appointor company and the name or position of the appointee (eg. “John Smith” or “each director of the company”).

2. Execute the certificate following the procedure required by your constitution or other constituent documents.

3. Print the name and position (eg. Director) of each company officer who signs this certificate on behalf of the Company.

4. Insert the date of execution where indicated.

5. Send or deliver the certificate to Energy Metals Limited registered office at Level 2, 8 Colin Street, West Perth, or fax the certificate to the registered office at 61 8 9321 5240.

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PROXY FORM

The Company Secretary Energy Metals Limited Registered Office Address: Level 2, 8 Colin Street West Perth WA 6005 Postal Address: PO Box 1323 West Perth WA 6872 Telephone: (08) 9322 6904 Facsimile: (08) 9321 5240

I/We (name of shareholder) ......................................................................................................................................... of (address) .................................................................................................................................................................

being a member/members of Energy Metals Limited (" Company ") and entitled to attend, act and vote at the Meeting hereby appoint:

the Chairman of the Meeting (mark with an "X"); OR

if you are not appointing the Chairman of the Meeting as your proxy, please write the name of the individual(s) or body corporate(s) you are appointing as your proxy (a member entitled to cast 2 or more votes may appoint 2 proxies):

Proxy 1: _____Proxy 2: ___________

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) is named, then the Chairman as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at the Pan Pacific Perth, 207 Adelaide Terrace, Perth, Western Australia on Friday 30 May 2014 at 10.00am (Western Standard Time) and at any adjournment of the meeting.

Voting Directions - you should mark with a cross in the appropriate box(es) below:

I/We direct my/our Proxy to vote in the following manner: For Against Abstain Resolution 1 – Adoption of the Remuneration Report for the year ended 31 December 2013 Resolution 2 – Re-election of Mr He, Zuyuan as a Director Resolution 3 – Re-election of Mr Lindsay Dudfield as a Director

The Chairman of the AGM intends to vote all available proxies in favour of each item of business.

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Important – If the Chairman of the Meeting is your proxy or is appointed as your proxy:

By marking this box, you are directing the Chairman to vote in accordance with his voting intentions on the resolutions as set above and in the Notice of AGM.

If you do not mark this box, and you have not directed your proxy how to vote on the resolutions, the Chairman will not cast your votes on the resolutions and your votes will not be counted in calculating the required majority if a poll is called on the resolutions. If you appoint the Chairman as your proxy you can direct him how to vote by either marking the boxes set out above or by marking this box (in which case the Chairman will vote in favour of the resolutions).

The Chairman has advised that his intention is to vote in favour of the resolutions.

I/we direct the Chairman to vote in accordance with his voting intentions on the resolution (except where I/we have indicated a different voting intention above) and even if the Chairman has an interest in the outcome of these items and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. Please note : By marking this box you further acknowledge that the Chairman will be voting all available and undirected proxies in favour of Resolution 1 even though this resolution is connected directly with the remuneration of key management personnel.

If you have not appointed the Chairman of the Meeting as your proxy and you are appointing a second proxy please complete the following:

Proxy 1 is appointed to represent _% of my voting right and Proxy 2 is appointed to represent _% of my voting right. My total voting right is ____ shares.

Note : If the appointment does not specify the proportion or number of votes that the proxy may exercise, each proxy may exercise half the votes.

Forms to appoint proxies (together with any relevant power of attorney or a certified copy of the relevant power of attorney as described above) will only be valid and accepted by the Company if they are received by the Company no later than 10am (Western Standard Time) on Wednesday, 28 May 2014 by post or facsimile to the respective addresses stipulated in this proxy form.

SIGNATURE OF SECURITY HOLDERS – THIS MUST BE COMPLETED

If the Shareholder is an individual:

Name: ______ Signed: _____ If the Shareholder acts as a Trustee

If the Shareholder is a Company:

Affix common seal (if required by constitution) Name: ______ Signed: _____

Name: ____ Signed: ____ Sole Director/Director Name: _________ Name: ____ Signed: ____ Signed: ________ Director/Secretary

Dated: 2014.

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INSTRUCTIONS FOR APPOINTMENT OF PROXY

1. A shareholder entitled to attend and vote may appoint a person as the shareholder's proxy to attend and vote for the shareholder at the AGM. A shareholder who is entitled to cast two or more votes at the AGM may appoint no more than two proxies to attend and vote at this AGM as the shareholder's proxy. A proxy may but need not be a shareholder of the Company.

2. Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the shareholder's voting rights. If such appointment is not made then each proxy may exercise half of the shareholder's voting rights. Fractions will be disregarded.

3. The proxy form must be signed personally by the shareholder or his or her attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed under either the common seal of the corporation or under the hand of an officer or officers of the company (as the case may be) or its duly authorised attorney. In the case of joint shareholders, this proxy must be signed by each of the joint shareholders, personally or by a duly authorised attorney.

4. If a proxy is executed by an attorney of a shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the Company, must accompany the proxy form.

5. To be effective, forms to appoint proxies (together with any relevant power of attorney or a certified copy of the relevant power of attorney as described above) must be received by the Company no later than 10am (Western Standard Time) on Wednesday, 28 May 2014 by post or facsimile to the respective addresses stipulated in this proxy form.

6. If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:

7. a. the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way;

8. b. if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands;

9. c. if the proxy is the Chairman, the proxy must vote on a poll and must vote that way; and

10. d. if the proxy is not the Chairman, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a shareholder, the proxy can cast any votes the proxy holds as a shareholder in any way that the proxy sees fit.

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