GREENVALE ENERGY LTD — Proxy Solicitation & Information Statement 2010

May 6, 2010

GREENVALE MINING NL ABN 54 000 743 555

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

For the General Meeting to be held on 15 June 2010 at 12.30 pm (Australian Eastern Standard Time) at Level 1, 2 Ross Place, South Melbourne, Victoria.

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.

TIME AND PLACE OF GENERAL MEETING AND HOW TO VOTE

Venue

The General Meeting of Greenvale Mining NL will be held at:

Level 1, 2 Ross Place Commencing South Melbourne, at 12.30 pm (Eastern Standard Time) Victoria on 15 June 2010

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 12.30 pm (Eastern 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 Level 1, 2 Ross Place, South Melbourne, Victoria, 3205;

• send the proxy form by post to GPO Box 2986, Melbourne, Victoria 3001; or

• send the proxy form by facsimile to facsimile number +61 3 9670 6643.

so that it is received not later than 12.30 pm (Australian Eastern Standard Time) on 13 June 2010.

Your proxy form is enclosed.

GREENVALE MINING NL ABN 54 000 743 555

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of the Shareholders of Greenvale Mining NL will be held at Level 1, 2 Ross Place, South Melbourne, Victoria on 15 June 2010 at 12.30pm (Eastern 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

BUSINESS

RESOLUTION 1 – Ratification of the issue 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 Listing Rule 7.4 of the Listing Rules of ASX Limited and for all other purposes, approval is given to ratify the issue of 2,190,000 fully paid ordinary shares in the capital of the Company at 7 cents each on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Short Explanation : Shareholder approval is sought under ASX Listing Rule 7.4 to ratify the issue of an initial tranche of Shares under a placement recently announced by the Company.

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 associates of those persons. 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 the directions on the proxy form to vote as the proxy decides.

RESOLUTION 2 – Approval to issue 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 Listing Rule 7.1 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to allot and issue up to 4,952,858 fully paid ordinary shares at 7 cents each on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Short Explanation : Shareholder approval is sought under ASX Listing Rule 7.1 to allow the Company to issue further Shares under a placement recently announced by the Company.

Greenvale Mining NL Notice of General Meeting

3

The Company will disregard any votes cast on this Resolution by a person who is to receive securities the subject of this Resolution and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares, if this Resolution is passed and any associates of those persons. However, the Company need 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 the person chairing the meeting as a proxy for a person who is entitled to vote in accordance with the directions 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 13 June 2010 at 7.00 pm (Eastern 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

==> picture [47 x 55] intentionally omitted <==

Winton Willesee Company Secretary Dated: 6 May 2010

Greenvale Mining NL Notice of General Meeting

4

GREENVALE MINING NL ABN 54 000 743 555

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.

1. RESOLUTION 1 – RATIFICATION OF THE ISSUE OF SHARES

On 30 April 2010, the Company announced that it had agreed terms with Novus Capital Limited to raise $500,000 for the Company by way of a placement to sophisticated investors of 7,142,858 Shares at 7 cents per Share (the “Placement”). The Company issued an initial tranche of 2,190,000 Shares 6 May 2010 and seeks Shareholder approval to issue the balance of 4,952,858 Shares.

Resolution 1 seeks Shareholder approval to ratify the issue of the initial tranche of 2,190,000 Shares under the Placement.

ASX Listing Rule 7.1 provides, subject to certain exceptions, a listed company must not issue equity securities where the number of equity securities proposed to be issued represents more than 15% of the company’s shares then on issue without the approval of shareholders. The Shares issued under the initial tranche of the Placement were issued within the Company’s 15% capacity.

ASX Listing Rule 7.4 provides that an issue of securities made without the approval under Listing Rule 7.1 is treated as having been made with approval if the issue of securities did not breach Listing Rule 7.1 (that is, the issue was within the Company’s 15% capacity) and shareholders subsequently approve it. The Company now seeks Shareholder approval to ratify the Shares issued under the initial tranche of the Placement and refresh the Company’s 15% capacity.

The following information is provided to Shareholders in relation to Resolution 1.

• (a) The number of securities allotted was 2,190,000 Shares.

• (b) The Shares were issued at an issue price of 7 cents each.

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

• (d) The allottees of the Shares are professional or sophisticated investors who were introduced by Novus Capital Limited. None of the allottees are related parties of the Company.

• (e) A total of $153,300 was raised by the issue of the Shares. The Company intends to use these funds as general working capital.

• RESOLUTION 2 – APPROVAL TO ISSUE SHARES

Resolution 2 seeks Shareholder approval to allow the Company to issue the balance of 4,952,858 Shares under the Placement.

ASX Listing Rule 7.1 provides, subject to certain exceptions, a listed company must not issue equity securities where the number of equity securities proposed to be issued represents more than 15% of the company’s shares then on issue without the approval of shareholders.

Greenvale Mining NL Notice of General Meeting

5

One circumstance where an issue is not taken into account in the calculation of this 15% threshold is where the issue has the prior approval of Shareholders in a general meeting.

The following information is provided to Shareholders in relation to Resolution 2.

• (a) The maximum number of securities to be issued by the Company is 4,952,858 Shares.

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

• (c) The issue price of the Shares is 7 cents each.

• (d) The Shares will be allotted to professional or sophisticated investors who are exempt from the disclosure requirements under Chapter 6D of the Corporations Act and who are introduced by Novus Capital Limited. None of the allottees will be related parties of the Company.

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

• (f) The Company intends to use the funds raised from the issue of the Shares as general working capital.

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

3. GLOSSARY

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

" AEST " or " Eastern Standard Time " means Australian Eastern Standard Time.

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

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

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

" Company " or " GRV " means Greenvale Mining NL (ABN 54 000 743 555).

" Corporations Act " means the 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.

" 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.

" $ " means Australian dollars unless otherwise stated.

Greenvale Mining NL Notice of General Meeting

6

GREENVALE MINING NL ABN 54 000 743 555 PROXY FORM

APPOINTMENT OF PROXY Greenvale Mining NL ABN 54 000 743 555

I/We

being a Shareholder of Greenvale Mining NL 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 on 15 June 2010 at Level 1, 2 Ross Place, South Melbourne, Victoria at 12.30 pm (AEST) and at any adjournment thereof.

Voting on Business of the General Meeting

			FOR	AGAINST	ABSTAIN	ABSTAIN
Resolution	1	Ratification of the issue of Shares
Resolution	2	Approval to issue Shares

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, Greenvale Mining NL, Level 1, 2 Ross Place, South Melbourne, Victoria, 3205 or by post to GPO Box 2986, Melbourne, Victoria 3001 or by fax to (03) 9670 6643 by 12.30 pm (AEST) on 13 June 2010.

Signed this day of 2010.

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

GREENVALE MINING NL ABN 54 000 743 555

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: Level 1, 2 Ross Place, South Melbourne, Victoria, 3205

Fax Number: +61 3 9670 6643

Postal Address: GPO Box 2986, Melbourne, Victoria 3001

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

Greenvale Mining NL Notice of General Meeting

8