AXG Mining Limited

A C N 0 9 2 3 0 4 9 6 4

Notice of General Meeting

The General Meeting of the Company will be held at The WA Club, 101 St George's Terrace, Perth, Western Australia on Wednesday, 15 August 2007 at 10.00AM (WST)

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, solicitor 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 (08) 9481 1144.

AXG Mining Limited

ACN 092 304 964

Notice of General Meeting

Notice is hereby given that a General Meeting of Shareholders of the Company will be held at The WA Club, 101 St Georges Terrace, Perth, Western Australia on Wednesday, 15 August 2007 at 10.00AM (WST) ( Meeting ).

The Proxy Form forms part of this Notice of General Meeting ( 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 on Monday, 13 August at 10.00AM (WST).

Agenda

1. Resolution 1 – Approve Westar Placement

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

"That, in accordance with ASX Listing Rule 7.1 and for all other purposes, the Shareholders approve the issue of 40,000,000 Shares each at an issue price of $0.08 together with one free attaching Option for every one Share issued to raise up to $3,200,000 ( Westar Placement ) to clients of Westar Capital Ltd on the terms and conditions contained in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the Westar Placement and might obtain a benefit (except a benefit solely in their capacity as holders of ordinary securities) if the Resolution is passed, or any associate of that person.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) 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.

2. Resolution 2 – Approve Westar Options Grant

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

#146274v3_CLIENT_ - Notice of General Meeting 2007 - AXG Mining.doc

"That in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the grant of 9,387,000 Options to Westar Capital Ltd each at $0.03 (" Westar Options Grant ") on the terms and conditions contained in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the Westar Options Grant and might obtain a benefit (except a benefit solely in their capacity as holders of ordinary securities) if the Resolution is passed, or any associate of that person.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) 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.

By Order of the Board

Roland Berzins Company Secretary 12 July 2007

#146274v3_CLIENT_ - Notice of General Meeting 2007 - AXG Mining.doc

AXG Mining Limited

A C N 0 9 2 3 0 4 9 6 4

Explanatory Memorandum

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the General Meeting to be held at The WA Club, 101 St George's Terrace, Perth, Western Australia on Wednesday, 15 August 2007 at 10.00AM (WST).

The purpose of this Explanatory Memorandum is to provide information that the Board of Directors believes is material to Shareholders in relation to the resolutions set out in the Notice of General Meeting. The Explanatory Memorandum explains the resolutions and identifies the Directors' decisions for putting them to Shareholders.

2. Resolution 1 – Approve Westar Placement

Resolution 1 seeks Shareholder approval for the authority to undertake the Westar Placement.

2.1 Listing Rule 7.1 – Shareholder approval

Listing Rule 7.1 requires Shareholder approval for the Westar Placement. Listing Rule 7.1 provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company’s securities then on issue.

The Westar Placement represents more than the 15% of the Company’s securities on issue for the purposes of Listing Rule 7.1. Accordingly, Shareholder approval is sought in accordance with Listing Rule 7.3.

2.2 Specific information required by Listing Rule 7.3

For the purposes of Shareholder approval of the Westar Placement and the requirements of Listing Rule 7.3, information is provided as follows:

(a) the maximum number of Shares the Company can issue under the Westar Placement is 40,000,000 Shares each at an issue price of $0.08 to raise $3,200,000 (prior to costs). 40,000,000 Options will also be issued (and 40,000,000 Shares on their exercise) for no consideration on the basis of one Option for each Share issued;
(b) the Company will issue the Shares and Options no later than 3 months after the date of the General Meeting (or such longer period of time as ASX may, in its discretion, allow pursuant to a waiver of ASX Listing Rule 7.3.2);

#146274v3_CLIENT_ - Notice of General Meeting 2007 - AXG Mining.doc

(c) the Shares and Options will be issued to clients of Westar Capital Ltd who are sophisticated and professional investors (who are not related parties of the Company);
(d) the Shares to be issued are ordinary fully paid shares in the capital of the Company. The Options are listed options granted on the same terms as existing listed options and have an exercise price of $0.20 and an expiry date of 31 August 2010 as further terms and conditions contained in Schedule 2;
(e) the funds raised by the Westar Placement will be used to supplement working capital, undertake exploration on AXG's uranium projects and to assist in evaluating and identifying new projects further details are provided in the table below:

Use of Funds	Amount($)
Exploration on Company's uranium projectsincluding detailed radiometrics, drilling andreview and analysis of historical and newdata	1,200,000
Business Development	400,000
Administration	600,000
WorkingCapital	1,000,000
Total	3,200,000

(f) the allotment of Shares and Options will occur progressively; and
(g) a voting exclusion statement is included in the Notice.

3. Resolution 2 – Approve Westar Options Grant

3.1 Listing Rule 7.1 – Shareholder approval

Listing Rule 7.1 requires Shareholder approval for the Westar Options Grant. Listing Rule 7.1 provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company’s securities then on issue.

The Westar Options Grant represents more than the 15% of the Company’s securities on issue for the purposes of Listing Rule 7.1. Accordingly, Shareholder approval is sought in accordance with Listing Rule 7.3.

3.2 Specific information required by Listing Rule 7.3

For the purposes of Shareholder approval of the Westar Options Grant and the requirements of Listing Rule 7.3, information is provided as follows:

(a) The maximum number of Options the Company can issue under the Westar Options Grant is 9,387,000 Options (and 9,387,000 Shares on their exercise);

#146274v3_CLIENT_ - Notice of General Meeting 2007 - AXG Mining.doc

(b) The Company will issue Options no later than 3 months after the date of the General Meeting (or such longer period of time as ASX may, in its discretion, allow pursuant to a waiver of ASX Listing Rule 7.3.2);
(c) The Options will be issued to Westar Capital Ltd (who is not a related party of the Company);
(d) The Options are listed options granted on the same terms as existing listed options and have an exercise price of $0.20 and expiry date of 31 August 2010 on further terms and conditions in Schedule 2;
(e) No funds are being raised by the issue of Options under the Westar Options Grant. The purpose of issuing the Options under the Westar Options Grant is to pay Westar Capital Ltd fees associated with the Westar Placement in the amount of $281,610.00;
(f) The allotment of Options will occur progressively; and
(g) A voting exclusion statement is included in the Notice.

4. Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy) to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, to sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

#146274v3_CLIENT_ - Notice of General Meeting 2007 - AXG Mining.doc

Schedule 1 – Definitions

In this Explanatory Memorandum and Notice:

General Meeting means the General Meeting of the shareholders of the Company to be held by the Company at The WA Club, 101 St George's Terrace, Perth, Western Australia on Wednesday, 15 August 2007 at 10.00AM (WST).

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited ABN 98 008 624 691 and where the context permits, the Australian Securities Exchange operated by ASX Limited.

Board means the board of Directors of the Company.

Company or AXG means AXG Mining Limited ACN 092 304 964.

Constitution means the Constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company.

Explanatory Memorandum means this explanatory memorandum.

Listing Rules means the official listing rules of ASX.

Notice means this Notice of General Meeting.

Option means an option issued on the terms and conditions in Schedule 2.

Proxy Form means the proxy form attached to this Notice.

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 shareholder of the Company.

Westar Options Grant has the meaning in Resolution 2.

Westar Placement has the meaning in Resolution 1.

WST means Western Standard Time, being the time in Perth, Western Australia.

#146274v3_CLIENT_ - Notice of General Meeting 2007 - AXG Mining.doc

Schedule 2 – Options

1. Entitlement

The Options entitle the holder to subscribe for one Share upon exercise of each Option.

2. Exercise Price and Expiry Date

The Options have an exercise price of $0.20 ( Exercise Price ).

The Options have an expiry date of 31 August 2010 ( Expiry Date ).

3. Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date.

4. Notice of Exercise

The Options may be exercised by notice in writing to the Company and payment of the Exercise Price for each Option being exercised. Any notice of exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

5. Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then Shares of the Company.

6. Quotation of Shares on exercise

Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Options.

7. Timing of issue of Shares

After a Option is validly exercised, the Company must, at the later to occur of, 15 Business Days of the notice of exercise and receipt of cleared funds equal to the sum payable on the exercise of the Options and 5 Business Days of the Company being in a position to comply with paragraph (b)(ii) below:

(a) issue and allot the Share; and
(b) do all such acts matters and things to:
- (i) obtain the grant of quotation for the Share on ASX; and
- (ii) ensure that the sale of the Share within 12 months of issue does not cause a breach of the Corporations Act.

8. Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital 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 ten business days after the issue is

#146274v3_CLIENT_ - Notice of General Meeting 2007 - AXG Mining.doc

announced. This will give the holders of Options the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

9. Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

(a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and
(b) no change will be made to the Exercise Price.

10. Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Option will be reduced according to the following formula:

New exercise price = O - E [P - (S + D)] N + 1

O = the old Exercise Price of the Option.
E = the number of underlying Shares into which one Option is exercisable.
P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
S = the subscription price of a Share under the pro rata issue.
D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
N = the number of Shares with rights or entitlements that must be held to receive a right to one new share.

11. Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Optionholders may be varied to comply the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction.

12. Quotation of Options

The Options will be unlisted Options and no application for quotation of the Options will be made by the Company until such time as the Company in its absolute discretion determines otherwise. Should the Company make an application for a quotation of the Options and the ASX accepts the application for quotation of the Options then the Options will be listed Options from the time that the ASX accepts such application.

#146274v3_CLIENT_ - Notice of General Meeting 2007 - AXG Mining.doc

13. Options transferable

The Options are non-transferable while they are unlisted. Should the Options become listed Options in accordance with item 12 above then the Options will be transferable.

14. Lodgement Instructions

Cheques shall be in Australian currency made payable to the Company and crossed 'Not Negotiable'. The application for shares on exercise of the Options with the appropriate remittance should be lodged at the Company's Registry.

#146274v3_CLIENT_ - Notice of General Meeting 2007 - AXG Mining.doc

AXG Mining Limited

ACN 092 304 964

P r o x y F o r m

The Company Secretary AXG Mining Limited

By delivery:

1171 Hay Street WEST PERTH WA 6005

By post:

PO Box 1922 WEST PERTH WA 6872

By facsimile:

+61 8 9481 1155

I/We[1] ________________________________________________________________________________________

of ________________________________________________________________________________________

being a Shareholder/Shareholders of the Company and entitled to _____________________________________

votes in the Company, hereby appoint[2 ] ___________________________________________________________

or failing such appointment the chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the General Meeting of the Company to be held at The WA Club, 101 St George's Terrace, Perth, Western Australia on Wednesday, 15 August 2007 at 10.00AM (WST) and at any adjournment thereof in the manner indicated below or, in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion or number of votes of this proxy is authorised to exercise is * [ ]% of the Shareholder’s votes*/ [ ] of the Shareholder’s votes. (An additional Proxy Form will be supplied by the Company, on request).

INSTRUCTIONS AS TO VOTING ON THE RESOLUTION

IMPORTANT:

The chairman of the general meeting intends to vote undirected proxies in favour of each Resolution.

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

For Against Abstain

Resolution 1 Approve Westar Placement Resolution 2 Approve Westar Options Grant

Authorised signature/s This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented.

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Director Director/Company Secretary Secretary _________________________Contact Name _______________________Contact Daytime Telephone ___________________Date 1Insert name and address of shareholder 2 Insert name and address of proxy *Omit if not applicable

#146274v3_CLIENT_ - Notice of General Meeting 2007 - AXG Mining.doc

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a person or a corporation as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a corporation as the Shareholder’s proxy to attend and vote for the Shareholder at that meeting, the representative of the corporation to attend the meeting must produce the appropriate Certificate of Appointment of Representation prior to admission. A form of the certificate may be obtained from the Company’s share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign.

Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.

Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the Registered office of the Company (1171 Hay Street, West Perth) or by post to PO Box 1922 West Perth WA 6872, or Facsimile (08) 9481 1155 if faxed from within Australia or +61 8 9481 1155 if faxed from outside Australia not less than 48 hours prior to the time of commencement of the Meeting (WST).

#146274v3_CLIENT_ - Notice of General Meeting 2007 - AXG Mining.doc

AI assistant

MOUNT RIDLEY MINES LIMITED — Proxy Solicitation & Information Statement 2007

65372_rns_2007-07-16_ece21c1d-156b-4d9c-b213-264a016d7647.pdf

AXG Mining Limited

Notice of General Meeting

AXG Mining Limited

ACN 092 304 964

Notice of General Meeting

Agenda

1. Resolution 1 – Approve Westar Placement

Voting Exclusion

2. Resolution 2 – Approve Westar Options Grant

Voting Exclusion

By Order of the Board

AXG Mining Limited

A C N 0 9 2 3 0 4 9 6 4

Explanatory Memorandum

1. Introduction

2. Resolution 1 – Approve Westar Placement

2.1 Listing Rule 7.1 – Shareholder approval

2.2 Specific information required by Listing Rule 7.3

3. Resolution 2 – Approve Westar Options Grant

3.1 Listing Rule 7.1 – Shareholder approval

3.2 Specific information required by Listing Rule 7.3

4. Action to be taken by Shareholders

Schedule 1 – Definitions

Schedule 2 – Options

1. Entitlement

2. Exercise Price and Expiry Date

3. Exercise Period

4. Notice of Exercise

5. Shares issued on exercise

6. Quotation of Shares on exercise

7. Timing of issue of Shares

8. Participation in new issues

9. Adjustment for bonus issues of Shares

10. Adjustment for rights issue

New exercise price = O - E [P - (S + D)] N + 1

11. Adjustments for reorganisation

12.

Quotation of Options

13. Options transferable

14. Lodgement Instructions

AXG Mining Limited

P r o x y F o r m

INSTRUCTIONS AS TO VOTING ON THE RESOLUTION

IMPORTANT:

Proxy Notes:

More from MOUNT RIDLEY MINES LIMITED

MOUNT RIDLEY MINES LIMITED Proxy Solicitation & Information Statement 2007