ENERGY TRANSITION MINERALS LTD — Proxy Solicitation & Information Statement 2012

Oct 31, 2012

GREENLAND MINERALS AND ENERGY LIMITED ABN 85 118 463 004

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

For the General Meeting of Shareholders to be held on 6 December 2012 at 10:30am (Western Standard Time) at CWA House, 1176 Hay Street, West Perth, Western Australia

This is an important document. Please read it carefully.

If you are unable to attend the Meeting, please complete the form of proxy enclosed and return it in accordance with the instructions set out on that form.

Notice of General Meeting - 6 Dec 2012 docx

TIME AND PLACE OF GENERAL MEETING AND HOW TO VOTE

Venue

The General Meeting of Greenland Minerals and Energy Limited will be held at:

CWA House 1176 Hay Street WEST PERTH WA 6005

Commencing at 10:30am (Western Standard Time) on 6 December 2012

How to Vote

You may vote by attending the Meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the Meeting on the date and at the place set out above. The Meeting will commence at 10:30am (Western Standard Time).

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of General Meeting as soon as possible and either:

• send the proxy form by hand to the Company's office at Unit 6, 100 Railway Road, Subiaco, Western Australia, 6008;

• send the proxy form by post to PO Box 2006, Subiaco, Western Australia, 6904; or

• send the proxy form by facsimile to facsimile number +61 8 9382 2788.

• so that it is received not later than 10:30am (Western Standard Time) on 4 December 2012.

Your proxy form is enclosed.

Greenland Minerals and Energy Limited Notice of General Meeting and Explanatory Statement

Page 2

GREENLAND MINERALS AND ENERGY LIMITED ABN 85 118 463 004

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of the Shareholders of GREENLAND MINERALS AND ENERGY LIMITED will be held at CWA House, 1176 Hay Street, West Perth, Western Australia on 6 December 2012 at 10:30am (Western Standard Time) for the purpose of transacting the following business.

The attached Explanatory Statement is provided to supply Shareholders with information to enable Shareholders to make an informed decision regarding the Resolutions set out in this Notice. The Explanatory Statement is to be read in conjunction with this Notice.

AGENDA

GENERAL BUSINESS

Resolution 1 – Ratification of Placement of Shares

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

" That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company approves and ratifies the issue of 50,000,000 fully paid ordinary shares in the capital of the Company to institutional, sophisticated and other exempt investors on the terms set out in the Explanatory Statement accompanying this Notice. "

Short Explanation : ASX Listing Rule 7.1 allows a company to issue equity securities in any 12 month period representing up to 15% of its ordinary share capital on issue at the commencement of that period without shareholder approval. Under ASX Listing Rule 7.4, shareholders may ratify the issue of the securities and thereby refresh the Company's capacity to make future issues of securities up to the 15% threshold. Please refer to the Explanatory Statement for details.

The Company will disregard any votes cast on this Resolution by a person who participated in the issue the subject of this Resolution and any of their associates. However, the Company will not disregard a vote cast on this Resolution 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 person chairing the meeting as a 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 2 – Approval of Placement of Options

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

" That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 25,000,000 options to acquire fully paid ordinary shares in the capital of the Company to institutional, sophisticated and other exempt investors on the terms set out in the Explanatory Statement accompanying this Notice. "

Greenland Minerals and Energy Limited Notice of General Meeting and Explanatory Statement

Page 3

Short Explanation: Under ASX Listing Rule 7.1, the Company may not issue or agree to issue equity securities in any 12 month period representing more than 15% of its ordinary share capital on issue at the commencement of that period without Shareholder approval. By obtaining the prior approval of Shareholders for the issue of securities proposed under this Resolution, the Company retains the flexibility to make future issues of securities up to that threshold. Please refer to the Explanatory Statement for details.

The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if this Resolution is passed, and any associate of those persons. However, the Company will 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 a person chairing that meeting as a proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.

VOTING AND PROXIES

1. A Shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified 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 of the votes. A proxy need not be a Shareholder of the Company.

2. Where a voting exclusion applies, the Company need not disregard a vote if it is cast by the 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.

3. In accordance with Regulation 7.11.37 of the Corporations Act, the Directors have set a date to determine the identity of those entitled to attend and vote at the Meeting. The date is 4 December 2012 at 5.00pm (Western Standard Time).

4. A proxy form is attached. If required it should be completed, signed and returned to the Company's registered office in accordance with the instructions on that form.

By order of the Board

Miles Guy Company Secretary Dated: 1 November 2012

Greenland Minerals and Energy Limited Notice of General Meeting and Explanatory Statement

Page 4

GREENLAND MINERALS AND ENERGY LIMITED ABN 85 118 463 004

EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the Notice.

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

GENERAL BUSINESS

1. BACKGROUND

In accordance with the Company's ASX announcement of 1 October 2012, the Company agreed to place the following securities to institutional, sophisticated and other exempt investors:

• (a) 50,000,000 Shares at A$0.30 (30 cents) per Share to raise A$15,000,000. These Shares have been issued and are the subject of ratification under Resolution 1; and

• (b) 25,000,000 free attaching Options on the basis of one Option for every two Shares subscribed for. The Options have an exercise price of A$0.60 (60 cents) and an expiry date of 5 October 2014. The Options have not been issued and are the subject of approval under Resolution 2

(" Placement ").

The funds raised from the Placement have been used to finalise settlement of 100% ownership of the Kvanefjeld Project and will be used for general working capital.

2. RESOLUTION 1 – RATIFICATION OF PLACEMENT SHARES

ASX Listing Rule 7.1 provides, subject to certain exceptions, that without shareholder approval, a company must not during any 12 month period issue equity securities if the number of equity securities exceeds 15% of the total number or ordinary securities on issue at the commencement of the previous 12 month period. The Company issued the Shares within its 15% capacity under ASX Listing Rule 7.1.

ASX Listing Rule 7.4 provides that an issue of securities made without shareholder approval under ASX Listing Rule 7.1 is treated as having been made with shareholder approval if the issue of securities did not breach ASX Listing Rule 7.1 (that is, the issue was within the Company's 15% capacity) and shareholders subsequently approve it.

The Company seeks Shareholder approval to ratify the issue of 50,000,000 Shares and refresh its 15% capacity.

The following information is provided to Shareholders for the purposes of ASX Listing Rule 7.5:

• (a) The number of securities allotted was 50,000,000 Shares.

Greenland Minerals and Energy Limited Notice of General Meeting and Explanatory Statement

Page 5

• (b) The Shares were issued for A$0.30 (30 cents) each.

• (c) The Shares are fully paid ordinary shares and rank equally with the Company's current issued Shares.

• (d) The allottees of the Shares are institutional, sophisticated and other exempt investors to whom an offer of securities is exempt from the disclosure requirements under Part 6D.2 of the Corporations Act. None of the Shares were issued to Directors or other related parties.

• (e) The Company has and will use the funds raised to finalise settlement of 100% ownership of the Kvanefjeld Project and for general working capital.

3. RESOLUTION 2 – APPROVAL OF PLACEMENT OF OPTIONS

ASX Listing Rule 7.1 provides, subject to certain exceptions, that a company must not during any 12 month period issue equity securities if the number of equity securities exceeds 15% of the total number of ordinary securities on issue at the commencement of the previous 12 month period.

By obtaining Shareholder approval under this Resolution, the 25,000,000 Options that are to be issued under the Placement are not included in the 15% calculation under ASX Listing Rule 7.1.

The following information is provided to Shareholders for the purposes of ASX Listing Rule 7.1:

• (a) The maximum number of securities to be issued is 25,000,000 Options.

• (b) The Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).

• (c) The Options will be issued for nil cash consideration.

• (d) The Options will be issued to institutional, sophisticated and other exempt investors to whom an offer of securities is exempt from the disclosure requirements under Part 6D.2 of the Corporations Act. The Options will be issued to these investors on the basis of one Option for every two Shares subscribed for the subject of Resolution 1. The Options will not be issued to Directors or other related parties.

• (e) The Options have an exercise price of A$0.60 (60 cents) and expire on 5 October 2014. The full terms of the Options are set out in Annexure 1.

• (f) No funds will be raised by the issue of the Options.

• (g) It is intended that the Options will be allotted on one date.

Greenland Minerals and Energy Limited Notice of General Meeting and Explanatory Statement

Page 6

GREENLAND MINERALS AND ENERGY LIMITED ABN 85 118 463 004

GLOSSARY

In the Notice and this Explanatory Statement the following expressions have the following meanings:

" ASX " means the ASX Limited (ACN 008 624 691).

" ASX Listing Rules " or " Listing Rules " means the Listing Rules of the ASX.

" Board " means the Board of Directors of the Company.

" Company " or " GGG " means Greenland Minerals and Energy Limited (ABN 85 118 463 004).

" Corporations Act " means Corporations Act 2001 (Cth).

" Directors " mean the directors of the Company from time to time.

" Explanatory Statement " means this Explanatory Statement.

" Meeting " means the meeting convened by this Notice.

" Notice " means the notice of meeting that accompanies this Explanatory Statement.

" Option " means an option to subscribe for a Share.

" Placement " has the meaning as in section 1 of the Explanatory Statement.

" Resolution " means a resolution referred to in the Notice.

" Share " means a fully paid ordinary share in the capital of the Company.

" Shareholder " means a registered holder of Shares in the Company.

" WST " or " Western Standard Time " means Western Standard Time, Perth, Western Australia.

" A$ " or " $ " means Australian dollars unless otherwise stated.

Greenland Minerals and Energy Limited Notice of General Meeting and Explanatory Statement

Page 7

ANNEXURE 1

TERMS OF OPTIONS

(Resolution 2)

The terms of the Options are:

1. Each Option entitles the holder to one Share.

2. The Options are exercisable at any time prior to 5.00 pm Western Standard Time on or before 5 October 2014 (" Expiry Date ").

3. The exercise price of the Options is A$0.60 (60 cents) per Option.

4. The Options are freely transferable.

5. The Company will provide to each Option holder a notice that is to be completed when exercising the Options (" Notice of Exercise "). The Options may be exercised wholly or in part by completing the Notice of Exercise and delivering it together with payment to the secretary of the Company to be received any time prior to the Expiry Date. The Company will process all relevant documents received at the end of every calendar month.

6. Upon the exercise of an Option and receipt of all relevant documents and payment, the holder in accordance with paragraph 5 will be allotted and issued a Share ranking pari passu with the then issued Shares.

7. There will be no participating rights or entitlements inherent in the Options and the holders will not be entitled to participate in new issues of capital which may be offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 business days after the issue is announced. This will give Optionholders the opportunity (where Options have vested) to exercise their Options prior to the date for determining entitlements to participate in any such issue.

8. If there is a bonus issue (" Bonus Issue ") to Shareholders, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the record date for the Bonus Issue (" Bonus Shares "). The Bonus Shares must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue, and upon issue will rank equally in all respects with the other Shares on issue as at the date of issue of the Bonus Shares.

9. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, all rights of an Optionholder are to be changed in a manner consistent with the Listing Rules.

10. In the event that the Company makes a pro rata issue of securities, the exercise price of the Options will be adjusted in accordance with the formula set out in Listing Rule 6.22.2.

Greenland Minerals and Energy Limited Notice of General Meeting and Explanatory Statement

Page 8

GREENLAND MINERALS AND ENERGY LIMITED ABN 85 118 463 004 PROXY FORM

APPOINTMENT OF PROXY Greenland Minerals and Energy Limited ABN 85 118 463 004

I/We

being a Shareholder of Greenland Minerals and Energy Limited entitled to attend and vote at the General Meeting, hereby

Appoint

Name of Proxy

or failing the person so named or, if no person is named, the Chairman of the 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 General Meeting to be held at CWA House, 1176 Hay Street, West Perth, Western Australia on 6 December 2012 at 10:30am (WST) and at any adjournment thereof.

Voting on Business of the General Meeting

			FOR	AGAINST	ABSTAIN
Resolution	1	Ratification of Placement of Shares
Resolution	2	Approval of Placement of Options

If the chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a Resolution, please place a mark in the box. By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the Resolutions and that the votes cast by the Chair of the meeting for those Resolutions other than as proxy holder will be disregarded because of that interest. The Chair intends to vote any such undirected proxies in favour of all Resolutions. If you do not mark this box, and you have not directed your proxy how to vote, the Chair 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 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.

If two proxies are being appointed, the proportion of voting rights this proxy represents is

%

Please return this Proxy Form to the Company Secretary, Greenland Minerals and Energy Limited, Unit 6, 100 Railway Road, Subiaco, Western Australia or by post to PO Box 2006, Subiaco, Western Australia 6904 or by fax to +61 8 9382 2788 by 10:30am (WST) on 4 December 2012.

Signed this day of 2012.

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

GREENLAND MINERALS AND ENERGY LIMITED ABN 85 118 463 004

Instructions for Completing Appointment of Proxy Form

1. In accordance with section 249L of the Corporations Act, a shareholder of the Company who is entitled to attend and cast two or more votes at a general meeting of shareholders is entitled to appoint two proxies. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’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 member 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. 2 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 sections 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with sections 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 sections 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.

3. In accordance with section 250BA of the Corporations Act the Company specifies the following for the purposes of receipt of proxy appointments: Registered Office: Unit 6, 100 Railway Road, Subiaco, Western Australia Fax Number: +61 8 9382 2788 Postal Address: PO Box 2006, Subiaco, Western Australia 6904

by no later than 48 hours prior to the time of commencement of the Meeting.