OAKRIDGE INTERNATIONAL LIMITED — Proxy Solicitation & Information Statement 2007

Sep 16, 2007

URANOZ LIMITED

ACN 122 203 196

----------------------------------------------------------------------------------------CHAIRMAN’S LETTER NOTICE OF GENERAL MEETING EXPLANATORY NOTES PROXY FORM -----------------------------------------------------------------------------------------

Date of Meeting 16 October 2007 Time of Meeting 10.30 am (Sydney time) Place of Meeting Four Points by Sheraton 161 Sussex Street Sydney NSW 2000

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ABN 89 122 203 196 Level 1, 161 Sussex Street Sydney NSW 2000 PO Box 1553 QVB Sydney NSW 1230 T: 61 2 9248 6950 F: 61 2 9248 6955 www.uranoz.com.au

12 September 2007

Dear Shareholders

On behalf of the Directors of Uranoz Limited ( Uranoz or the Company ), it is my pleasure to be able to present a proposal for your approval which, if approved, will significantly enhance the position of the Company in the worldwide thrust for the commercial development of clean energy resources.

The proposal involves issuing ordinary shares and options to the owners of Scopenergy Pty Limited ( Scopenergy ), the developer of the Limestone Coast Geothermal Project, and Panax Geothermal Pty Limited ( Panax ), which is finalising negotiations for rights to geothermal projects in India and the Kyrgyz Republic. The owners of Scopenergy and Panax will each receive 12,000,000 ordinary shares and 6,000,000 four year options with an exercise price of $0.20. Each vendor will own approximately 10% of the total ordinary shares in the Company after the transactions have been completed.

The acquisition of these high quality geothermal assets augments the Company’s focus on clean energy sources, as commenced by its exploration program for the clean energy fuel, uranium, in South Australia and Western Australia.

The Limestone Coast Geothermal Project (100%) in South Australia is the only known, well researched and explored conventional geothermal project in Australia. This project is ready for drill testing targeting temperatures in the range of 180 - 200 °C and has the potential to generate large scale zero emission baseload power.

Panax is concluding negotiations on an agreement to earn up to 45% equity in two projects in India, including the exclusive geothermal rights covering the entire State of Maharashtra, which includes Mumbai with a population of 18 million people, as well as geothermal project areas in the Himalayan Geothermal Province. Panax has also entered an agreement to earn up to 61% equity in four geothermal exploration licences covering more than 4,500 square kilometres in the Kyrgyz Republic, Central Asia, which borders onto China, with the potential for large scale baseload power generation.

As part of the acquisition agreements, Uranoz is pleased to announce the appointment of Dr Bertus de Graaf, an experienced founder and builder of successful ASX listed resource development companies, as the Managing Director. Uranoz is extremely fortunate to be able to attract somebody of this calibre. The combination of his hard rock exploration and production experience, expertise in geothermal energy development and corporate experience will enable the Company to significantly enhance the value of its expanded asset base.

This Notice of Meeting contains detailed information regarding the resolutions that you will be asked to vote on at the Extraordinary General Meeting scheduled for 16 October 2007. I urge you to read this Notice carefully before you make your decision.

On behalf of the Board, I commend this proposal to you as I am confident that the combination of assets and the new Managing Director will significantly enhance the value of your company.

Yours faithfully

Uranoz Limited

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Greg Martyr Chairman

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of Uranoz Limited ACN 122 203 196 ( Company ) will be held as follows:

Time : 10.30 am (Sydney time)

Date : 16 October 2007

Place : Four Points by Sheraton, 161 Sussex Street, Sydney, New South Wales

The business of the General Meeting is to consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

RESOLUTION 1: ISSUE OF SHARES AND GRANT OF OPTIONS – DR LAMBERTUS DE GRAAF

‘That for the purposes of Listing Rule 7.1 and for all other purposes:

• (a) the issue of a maximum of 12,000,000 Shares and the grant of a maximum of 6,000,000 Options by the Company to Dr Lambertus de Graaf and/or his nominee pursuant to the Panax Share Agreement as described in the Explanatory Notes which is attached to and forms part of this Notice; and

• (b) the issue of Shares to Dr Lambertus de Graaf and/or his nominee upon the exercise by Dr Lambertus de Graaf and/or his nominee of all or any of the Options referred to in paragraph (a) of this resolution,

are approved.’

RESOLUTION 2: ISSUE OF SHARES AND GRANT OF OPTIONS – EUREKA CAPITAL PARTNERS PTY LIMITED AND GRYPHON PARTNERS PTY LIMITED

‘That for the purposes of Listing Rule 7.1 and for all other purposes:

• (a) the issue of 12,000,000 Shares and the grant of 3,000,000 Options by the Company to Eureka Capital Partners Pty Limited and/or its nominee pursuant to the Scopenergy Sale Agreement as described in the Explanatory Notes which is attached to and forms part of this Notice;

• (b) the issue of Shares to Eureka Capital Partners Pty Limited and/or its nominee upon the exercise by Eureka Capital Partners Pty Limited and/or its nominee of all or any of the Options referred to in paragraph (a) of this resolution;

• (c) the grant of 3,000,000 Options by the Company to Gryphon Partners Pty Limited and/or its nominee pursuant to the Scopenergy Sale Agreement as described in the Explanatory Notes which is attached to and forms part of this Notice; and

• (d) the issue of Shares to Gryphon Partners Pty Limited and/or its nominee upon the exercise by Gryphon Partners Pty Limited and/or its nominee of all or any of the Options referred to in paragraph (c) of this resolution,

are approved.’

RESOLUTION 3: PROPOSED CHANGE TO NATURE OF ACTIVITIES

‘Subject to the passing of Resolution 1 and Resolution 2 (or either of them), that for the purposes of Listing Rule 11.1.2 and for all other purposes approval is given for the Company to change the nature of its activities following the transactions referred to in Resolution 1 and Resolution 2 (or either of them) on the terms and conditions set out in the Explanatory Notes accompanying this Notice.’

Dated 12 September 2007

BY ORDER OF THE BOARD URANOZ LIMITED

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GUY ROBERTSON COMPANY SECRETARY

Explanatory Notes

The Explanatory Notes accompanying this Notice of General Meeting are incorporated in and comprise part of this Notice of General Meeting, and should be read in conjunction with this Notice.

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

Voting Exclusions

In respect of each of Resolution 1 and Resolution 2, the Company will disregard any votes cast on that resolution by any person who may participate in the proposed issue and any person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary shares) if the resolution is passed and any associate of such person.

In respect of Resolution 3, the Company will disregard any votes cast on that resolution by a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed and any associate of that person.

However, in respect of each resolution, the Company need not disregard a vote if:

• (a) it is cast by a person who is appointed by writing as proxy for a person who is entitled to vote, in accordance with the directions on the relevant 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 relevant proxy form to vote as the proxy decides.

Proxies

Please note that:

• (a) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

‘Snap-shot’ Time

The Company may specify a time, not more than 48 hours before the Meeting, at which a ‘snap-shot’ of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Meeting. The Company’s directors have determined that all Shares of the Company that are quoted on ASX as at 5.00 pm (Sydney time) on 14 October 2007 shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the Shares at that time.

Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

EXPLANATORY NOTES

INTRODUCTION

1. These Explanatory Notes set out information in connection with the business to be considered at the General Meeting of Shareholders proposed to be held at 10.30 am (Sydney time) on 16 October 2007 at Four Points by Sheraton, 161 Sussex Street, Sydney, New South Wales.

2. These Explanatory Notes should be read in conjunction with the Notice of General Meeting. Capitalised terms in these Explanatory Notes are either defined in the Glossary or elsewhere in these Explanatory Notes.

3. As noted in the Chairman’s Letter, the Company has entered an agreement to acquire interests in geothermal projects in the Kyrgyz Republic and possibly also in India. This acquisition is achieved by the Panax Share Agreement (see paragraph 4 of the Explanatory Notes) and the issue of shares and the grant of options pursuant to the Panax Share Agreement is the subject of Resolution 1.

Also as noted in the Chairman’s Letter, the Company has entered an agreement to acquire the Limestone Coast geothermal project in South Australia. This acquisition is achieved by the Scopenergy Share Agreement (see paragraph 9 of the Explanatory Notes) and the issue of shares and the grant of options pursuant to the Scopenergy Share Agreement is the subject of Resolution 2.

On 31 August 2007, ASX advised the Company that the transactions the subject of Resolution 1 and Resolution 2 will in ASX’s view involve the Company making a significant change to the nature of its activities. Resolution 3 therefore seeks shareholder approval for the purposes of Listing Rule 11.1.2.

RESOLUTION 1: ISSUE OF SHARES AND GRANT OF OPTIONS – LAMBERTUS DE GRAAF

1. Summary of Panax Transaction

On 4 September 2007, the Company and Dr de Graaf entered into the Panax Share Agreement.

Pursuant to the Panax Share Agreement it was agreed (among other things) that the Company will acquire from Dr de Graaf the whole of the issued share capital of Panax.

A summary of the material provisions of the Panax Share Agreement is set out in Annexure A to these Explanatory Notes.

1. Announcement

This proposed acquisition was the subject of an announcement by the Company to ASX on 5 September 2007. A copy of that announcement is contained in Annexure B to these Explanatory Notes.

1. The effect of Shareholder approval

(a) As at the date of this Notice, the capital structure of the Company is as follows:

(i) Shares (quoted) 90,000,100 (ii) Options (not quoted) • exercisable @ A$0.20, expire 20/06/2011 6,500,000 • exercisable @ A$0.20, expire 17/07/2012 500,000

• (b) It is noted that Completion of the Panax Share Agreement is conditional upon completion of the Scopenergy Share Agreement (and vice versa). Having regard only to the total of:

(i) the number of Shares on issue at the date of the Notice, namely 90,000,100;

• (ii) the maximum number of Shares to be issued, namely 12,000,000, if Shareholders approve Resolution 1; and

• (iii) the number of Shares to be issued, namely 12,000,000, if Shareholders approve Resolution 2,

Dr de Graaf’s proposed holding would represent approximately 10.5% of the issued share capital of the Company.

• (c) It is noted that Completion of the Panax Share Agreement is conditional upon completion of the Scopenergy Share Agreement (and vice versa). Having regard only to the total of:

• (i) the number of Shares on issue at the date of the Notice, namely 90,000,100;

• (ii) the number of additional Shares which would be issued, namely 7,000,000, if all of the Options on issue at the date of the Notice were exercised;

• (iii) the maximum number of Shares to be issued, namely 12,000,000, if Shareholders approve Resolution 1 and the maximum number of additional Shares which would be issued, namely 6,000,000, if Shareholders approve Resolution 1 and all of the Options the subject of Resolution 1 are exercised; and

• (iv) the number of Shares to be issued, namely 12,000,000, if Shareholders approve Resolution 2 and the number of additional Shares which would be issued, namely 6,000,000, if Shareholders approve Resolution 2 and all of the Options the subject of Resolution 2 are exercised,

Dr de Graaf’s proposed holding would represent approximately 13.5% of the issued share capital of the Company.

7. Listing Rule 7.1

• (a) Listing Rule 7.1 provides in effect that if first quotation of a company’s securities occurred less than 12 months before, a company must not (subject to certain exceptions) issue any equity securities if the number of those securities exceeds 15% of the number of fully paid ordinary securities on issue on the date of first quotation without shareholder approval. First quotation of the Company’s securities occurred on 22 June 2007.

• (b) The proposed issue of Shares and Options under the Panax Share Agreement together with the proposed issue of Shares and Options under the Scopenergy Share Agreement will exceed the 15% limit under Listing Rule 7.1. However, as Listing Rule 7.1 provides that any Shares and Options issued with the approval of Shareholders will in effect be ignored when calculating the number of Shares and Options which have been issued without approval in any 12 month period (or lesser period, if the date of first quotation was less than 12 months before the proposed date of issue), the Company is seeking approval in Resolution 1 for the issue of Shares and Options under the Panax Share Agreement.

• (c) The following is the information required by Listing Rule 7.3 to be provided to Shareholders for the purpose of Listing Rule 7.1, to the extent that such information is not disclosed elsewhere in these Explanatory Notes.

• (i) If Resolution 1 is passed, the maximum number of securities the Company is to issue is 12,000,000 Shares and 6,000,000 Options.

• (ii) If Resolution 1 is passed, the Shares to be issued and Options to be granted will be issued, granted and allotted not later than three months after this Meeting.

• (iii) The Shares will be issued at a deemed issue price of $0.139 each.

The options will be issued at a deemed issue price of nil. The exercise price of each option is $0.20.

• (iv) Shares will be allotted to Dr de Graaf and/or his nominee and the Options will be allotted to Dr de Graaf and/or his nominee.

• (v) The Shares to be issued will be on the same terms as, and will rank equally in all respects with, the fully paid ordinary shares of the Company then on issue.

The Options will be granted on the terms and conditions in Annexure C of these Explanatory Notes.

• (vi) The issue by the Company of the Shares and the grant of the Options under the Panax Share Agreement will be in consideration of the acquisition by the Company of Panax. Accordingly, no funds will be raised from the issue.

• Recommendation

Resolution 1 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 1.

The Chairman intends to vote undirected proxies in favour of Resolution 1.

RESOLUTION 2: ISSUE OF SHARES – EUREKA CAPITAL PARTNERS PTY LIMITED AND GRYPHON PARTNERS PTY LIMITED

1. Summary of Scopenergy Transaction

On 4 September 2007, the Company, Eureka and Gryphon entered into the Scopenergy Share Agreement.

Pursuant to the Scopenergy Share Agreement it was agreed (among other things) that the Company will acquire from Eureka the whole of the issued share capital of Scopenergy.

A summary of the material provisions of the Scopenergy Share Agreement is set out in Annexure D to these Explanatory Notes.

1. Announcement

Shareholders are referred to paragraph 5 of these Explanatory Notes.

1. The effect of Shareholder approval

2. (a) Shareholders are referred to paragraph 6(a) of these Explanatory Notes.

3. (b) It is noted that completion of the Scopenergy Share Agreement is conditional upon completion of the Panax Share Agreement (and vice versa). Having regard only to the total of:

   • (i) the number of Shares on issue at the date of the Notice, namely 90,000,100;

   • (ii) the number of Shares to be issued, namely 12,000,000, if Shareholders approve Resolution 2; and

   • (iii) the maximum number of Shares to be issued, namely 12,000,000, if Shareholders approve Resolution 1,

Eureka’s and Gryphon’s proposed holding would represent approximately 10.5% of the issued share capital of the Company.

• (c) It is noted that completion of the Scopenergy Share Agreement is conditional upon completion of the Panax Share Agreement (and vice versa). Having regard only to the total of:

• (i) the number of Shares on issue at the date of the Notice, namely 90,000,100;

• (ii) the number of additional Shares which would be issued, namely 7,000,000, if all of the Options on issue at the date of the Notice were exercised;

• (iii) the number of Shares to be issued, namely 12,000,000, if Shareholders approve Resolution 2 and the number of additional Shares which would be issued, namely 6,000,000, if Shareholders approve Resolution 2 and all of the Options the subject of Resolution 2 are exercised; and

• (iv) the maximum number of Shares to be issued, namely 12,000,000, if Shareholders approve Resolution 1 and the maximum number of additional Shares which would be issued, namely 6,000,000, if Shareholders approve Resolution 1 and all of the Options the subject of Resolution 1 are exercised,

Eureka’s and Gryphon’s proposed holding would represent approximately 13.5% of the issued share capital of the Company.

1. Listing Rule 7.1

2. (a) The effect of Listing Rule 7.1 is set out in paragraph 7(a) of these Explanatory Notes.

3. (b) The proposed issue of Shares and Options under the Scopenergy Share Agreement, together with the proposed issue of Shares and Options under the Panax Share Agreement, will exceed the 15% limit under Listing Rule 7.1. However, as Listing Rule 7.1 provides that any Shares and Options issued with the approval of Shareholders will in effect be ignored when calculating the number of Shares and Options which have been issued without approval in any 12 month period (or lesser period, if the date of first quotation was less than 12 months before the proposed date of issue), the Company is seeking approval in Resolution 2 for the issue of Shares and Options under the Scopenergy Share Agreement.

4. (c) The following is the information required by Listing Rule 7.3 to be provided to Shareholders for the purpose of Listing Rule 7.1, to the extent that such information is not disclosed elsewhere in these Explanatory Notes.

   • (i) If Resolution 2 is passed, the maximum number of securities the Company is to issue is 12,000,000 Shares and 6,000,000 Options.

   • (ii) If Resolution 2 is passed, the Shares to be issued and Options to be granted will be issued, granted and allotted not later than three months after this Meeting.

   • (iii) The Shares will be issued at a deemed issue price of $0.139 each.

     • The options will be issued at a deemed issue price of nil. The exercise price of each option is $0.20.

   • (iv) Shares will be allotted to Eureka and/or its nominee and the Options will be allotted to Eureka and/or its nominee and Gryphon and/or its nominee.

   • (v) The Shares to be issued will be on the same terms as, and will rank equally in all respects with, the fully paid ordinary shares of the Company then on issue.

     • The Options will be granted on the terms and conditions in Annexure C of these Explanatory Notes.

   • (vi) The issue by the Company of the Shares and the grant of the Options under the Scopenergy Share Agreement will be in consideration of the acquisition by the Company of Scopenergy. Accordingly, no funds will be raised from the issue.

13. Recommendation

Resolution 2 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 2.

The Chairman intends to vote undirected proxies in favour of Resolution 2.

RESOLUTION 3: PROPOSED CHANGE TO NATURE OF ACTIVITIES

14. Listing Rule 11.1

• (a) Listing Rule 11.1 states:

‘If an entity proposes to make a significant change, either directly or indirectly, to the nature or scale of its activities, it must provide full details to ASX as soon as practicable. It must do so in any event before making the change. The following rules apply in relation to the proposed change.

• 11.1.1 The entity must give ASX information regarding the change and its effect on future potential earnings, and any information that ASX asks for.

• 11.1.2 If ASX requires, the entity must get the approval of holders of its ordinary securities and must comply with any requirements of ASX in relation to the notice of meeting. The notice of meeting must include a voting exclusion statement.

• 11.1.3 If ASX requires, the entity must meet the requirements in chapters 1 and 2 as if the entity were applying for admission to the official list.’

• (b) On 31 August 2007, ASX advised the Company that:

• (i) the transactions the subject of Resolution 1 and Resolution 2 will in ASX’s view involve the Company making a significant change to the nature of its activities; and

• (ii) Listing Rules 11.1.1 and 11.1.2 apply.

15. Listing Rule 11.1.1

Shareholders are referred to the announcement contained in Annexure B to these Explanatory Notes.

16. Listing Rule 11.1.2

If Resolution 1 and Resolution 2 (or either of them) are passed, the Company is seeking approval in Resolution 3 for the proposed change to the nature of its activities as a result of the transactions the subject of Resolution 1 and Resolution 2 (or either of them).

17. Recommendation

Resolution 3 is an ordinary resolution.

The Board recommends that shareholders vote in favour of Resolution 3.

The Chairman intends to vote undirected proxies in favour of Resolution 3.

GLOSSARY

ASX means ASX Limited ACN 008 624 691.

Board means the board of directors of the Company for the time being.

Company means Uranoz Limited ACN 122 203 196.

Corporations Act means Corporations Act 2001 (Cth).

Eureka means Eureka Capital Partners Pty Limited ACN 002 044 322.

Gryphon means Gryphon Partners Pty Limited ACN 103 357 553.

Listing Rules means the official listing rules of ASX.

Meeting means the General Meeting convened by the Notice.

Dr de Graaf means Dr Lambertus de Graaf.

Notice means the Notice of General Meeting of which these Explanatory Notes form part.

Option means an option for the issue of a Share.

Panax means Panax Geothermal Pty Limited ACN 123 416 866.

Panax Share Agreement means the agreement referred to by that name in Annexure A to these Explanatory Notes.

Scopenergy means Scopenergy Pty Limited ACN 095 747 729.

Scopenergy Share Agreement means the agreement referred to by that name in Annexure D to these Explanatory Notes.

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

Shareholder means a holder of a Share.

ANNEXURE A

The material provisions of the Panax Share Agreement are summarised below.

1. The Panax Share Agreement is between the Company and Dr de Graaf, and is dated 4 September 2007.

2. By the Panax Share Agreement Dr de Graaf agrees to sell all of his shares and options in Panax to the Company.

3. The Panax Share Agreement is conditional on the satisfaction or waiver of the following conditions ( Conditions ):

4. 3.1 the Company completing legal due diligence in respect of certain geothermal exploration licences ( Exploration Licences ) in Kyrgyzstan and the ability of Panax to obtain 51% of the shares in the holder of the Exploration Licences, and being satisfied, acting reasonably, in all respects with such due diligence;

5. 3.2 the simultaneous completion of the Scopenergy Share Agreement; and

6. 3.3 the Company obtaining all shareholder approvals required under its Constitution, the Corporations Act and the Listing rules for the transactions contemplated by the Panax Share Agreement and the Scopenergy Share Agreement.

If the condition in paragraph 3.1 is not satisfied or waived by 1 October 2007, the Panax Share Agreement will be of no force or effect after that time.

If either of the conditions in paragraphs 3.2 and 3.3 are not satisfied or waived by 30 November 2007, any party may terminate the Panax Share Agreement (provided that the terminating party has used their reasonable endeavours to satisfy that condition).

1. Completion will occur on the date falling seven days after the satisfaction or waiver of the Conditions or such other date as the parties agree.

2. In consideration for the sale and purchase of the shares and options in Panax, the Company will at completion issue and allot 8,000,000 fully paid ordinary shares ( Consideration Shares ) and grant 4,000,000 options to acquire fully paid ordinary shares ( Consideration Options ) in the Company to Dr de Graaf or his nominee. The number of Consideration Shares and Consideration Options will increase in certain circumstances (see paragraphs 6 and 7).

3. If prior to the last date by which the Company is permitted under its shareholder approval and the Listing Rules to issue the Consideration Shares and grant the Consideration Options, Panax:

4. 6.1 enters into a certain Project Deed with Geosyndicate Power Private Limited (an Indian company) entitling it to participate in the commercial development of the Maharashtra project in India and Puga project in India; and

5. 6.2 (with the consent of the independent Directors of the Company) is satisfied with its review of the documentation conferring development rights to the Maharashtra project,

the Company will issue an additional 4,000,000 Consideration Shares and an additional 2,000,000 Consideration Options to Dr de Graaf or his nominee.

1. If Panax enters into the Project Deed referred to in paragraph 6.1, is satisfied with its review of the documentation conferring development rights to the Puga project and elects to proceed with the commercial development of the Puga project but not with the commercial development of the Maharashtra project, the Company and Dr de Graaf acting reasonably and in good faith will agree an additional number of Consideration Shares and Consideration Options to be issued to Dr de Graaf or his nominee up to an additional 4,000,000 Consideration Shares and an additional 2,000,000 Consideration Options.

2. Dr de Graaf acknowledges that the Consideration Shares and Consideration Options will be the subject of escrow restrictions for 12 months or such longer period as may be required by ASX.

3. The Company must cause its Board at completion to appoint Dr de Graaf as managing director and at or following completion to appoint such person nominated by Dr de Graaf as director and chairman of the Company.

4. The Company or Dr de Graaf may terminate the Panax Share Agreement if:

5. 10.1 a party breaches any material provision of the Panax Share Agreement;

6. 10.2 certain events occur in relation to a party (for example, if a party resolves to reduce its share capital, makes or agrees to make an allotment of, or grants an option to subscribe for any of, its shares or is insolvent); or

7. 10.3 by the last time for receiving proxies specified in the notice of meeting at which the Company proposes to seek the shareholder approvals referred to in paragraph 3.3 and before that meeting is held the Company has received proxies from shareholders entitled to cast 50% or more of the votes who have voted against the resolutions required to enable the issue of the Consideration Shares and Consideration Options.

8. If the Company terminates the Panax Share Agreement in the circumstances referred to in paragraph 10.3 and:

9. 11.1 WCP Resources Limited ACN 002 664 495 ( WCP Resources ) has lodged a proxy in favour of the resolutions, the Company must pay Dr de Graaf his and Panax’s legal costs up to a maximum of $25,000; or

10. 11.2 WCP Resources has lodged a proxy against the resolutions or is not entitled to vote on the resolutions, the Company must pay Dr de Graaf certain of his and Panax’s costs up to a maximum of $65,000.

11. The Panax Share Agreement contains many of the usual provisions in share sale and purchase agreements including various warranties by Dr de Graaf on the one hand and the Company on the other hand.

12. The Panax Share Agreement is governed by the laws of New South Wales.

ANNEXURE B

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Wednesday 5 September 2007

ABN 89 122 203 196 Level 1, 161 Sussex Street Sydney NSW 2000 PO Box 1553 QVB Sydney NSW 1230 T: 61 2 9248 6950 F: 61 2 9248 6955 www.uranoz.com.au

Company Announcements ASX Limited

Acquisition of geothermal energy projects and appointment of Dr Bertus de Graaf as Managing Director expands focus on sources of clean energy

Uranoz is pleased to announce the acquisition of a number of national and international geothermal projects to expand upon its existing energy asset portfolio as follows:

• Dr Bertus de Graaf, an experienced founder and builder of successful ASX listed resource development companies, to be appointed as the new Managing Director.

• Acquisition of the Limestone Coast Geothermal Project (100%) in South Australia. This is a well researched conventional geothermal project modeled on analogue projects in California that are currently producing power from geothermal reservoirs also hosted in a sedimentary environment. This project is ready for production scale drill testing targeting temperatures in the range of 180 - 200 °C and as such has the potential to generate large scale zero emission baseload power.

• Rights to earn up to 45% equity in the exclusive geothermal rights covering the entire State of Maharashtra, India, including the rights to the West Coast Geothermal Province in that State (Capital, Mumbai). This project is targeting conventional geothermal resources with temperatures of approximately 180 - 200 °C at depths of less than 2,200m.

• Rights to earn 45% equity in known geothermal project areas in the Himalayan Geothermal Province, India, as previously tested by the United Nations Development Program, targeting geothermal temperatures in excess of 250 °C at less than 2,000m depth.

• Rights to earn up to 61% equity in four geothermal exploration licences covering more than 4,500 square km in the Kyrgyz Republic, Central Asia, which borders onto China, with indicated geothermal gradients in excess of 100 °C per km, indicating a potential for very large scale baseload power generation.

The above will be achieved through the acquisition of Scopenergy Pty Limited, ( Scopenergy ) the developer of the Limestone Coast geothermal project and Panax Geothermal Pty Limited, ( Panax ) which is in the final stages of concluding rights to geothermal projects in India and the Kyrgyz Republic. The owners of Scopenergy and Panax will each receive 10.5% of the total ordinary shares outstanding in the Company after the transactions have been completed.

The acquisition of these prime geothermal assets augments the Company’s focus on clean energy sources, as commenced by our exploration program for the clean energy fuel uranium, in South Australia and Western Australia. The Company’s South Australian uranium exploration assets comprise the joint venture interest in the Coulta Project, located on the southern Eyre Peninsula, extending over 2,000 square kilometres. The Project covers two known tertiary paleochannels, Wanilla and Cummins, which are highly prospective for uranium. The Western Australian assets comprise eight tenements covering over 840 square kilometres located within the Yilgarn Craton of Western Australia, an area considered prospective for both calcrete (surficial) and sedimentary hosted uranium deposits. Uranoz will continue to explore for uranium and indeed continues to review a number of new opportunities in the global uranium market.

“The high quality of these geothermal projects enhances the position of the Company in the worldwide thrust for the commercial development of clean energy resources” said Greg Martyr, Uranoz’s Chairman. “Moreover, by giving up around 20% of our share capital, the Company gains a prominent position in high quality geothermal energy developments nationally and internationally. This, combined with the appointment of one of the pioneers of geothermal energy development in Australia, is expected to create extra value for all of Uranoz’s shareholders.”

Limestone Coast Geothermal Project, SA (100%)

(GEL’s 170, 171, 172, 173, 184, 212, covering a total of 2,634 square kilometres)

This project has been developed over three years at a cost of in excess of $3.0 million. Unlike other geothermal projects in Australia, the Limestone Coast project is unique as it targets conventional geothermal resources in high porosity sandstones at depths of 3,500 to 4,500m in the Otway Basin near Millicent, northwest of Mt Gambier. The measured heat flow anomalies correspond with known and postulated recent (in geological terms) volcanic activity. These targeted sedimentary geothermal resources are similar to those known in California’s Imperial Valley, where the Heber and East Mesa projects also produce geothermal power from hot waters originating in sedimentary rocks.

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The work carried out to date on the Limestone Coast Geothermal Project has been supported by numerous experts, including one of the world’s foremost geothermal experts, Geothermex of Richmond, California.

The credentials of the Limestone Coast Project were recognized by the Federal Government through the award of a $4 million REDI grant in 2005. Although this grant was has now lapsed, the Company will as a priority endeavour to have the grant reinstated.

The next step in exploration of the Limestone Coast Project is expected to be production scale drill testing targeting temperatures in the range of 180 - 200 °C and if the projected geothermal reservoir is confirmed, the project can commence with the initial development of a 50MWe geothermal power plant. In turn, this could quickly be expanded to 250MWe, sufficient to power a quarter of a million homes.

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The company considers that this project is likely to be attractive to established fossil fuel power generators as a means to reduce their greenhouse gas emissions or to companies focusing on renewable energy. As such, it is the intention to secure one of these companies as a joint venture partner for sharing both the risks and the rewards of this potentially large clean power generation project.

Indian Geothermal projects (JV with Geosyndicate Power Private Limited)

( Exclusive rights to the geothermal resources of the entire State of Maharashtra and project rights in the Himalayan Geothermal Province; Earning up to 45%)

Panax is in the final stages of concluding an agreement with Geosyndicate Power Private Limited (GPP), an Indian geothermal development company, based at the Indian Institute of Technology (IIT), in Mumbai. The company is chaired by Prof. D. Chandrasekharam, a well established and internationally recognized geothermal scientist. The agreement provides for earning an interest in the exclusive rights to all geothermal resources in the state of Maharashtra, including the West Coast Geothermal Province as well as equity in projects located in the Himalayan Geothermal Province.

Exclusive Rights to the Geothermal Resources in the State of Maharashtra

The geology of the State of Maharashtra is dominated by geologically relatively young basaltic rocks, known as the Deccan Traps, which is one of the largest known volcanic features on Earth. The rocks of the Deccan Traps have a thickness of approximately 2,000m. Numerous hot springs occur in a 300 km long N-S belt, known as the West Coast Geothermal Province. This geothermal province is well documented and there are good indications that geothermal waters with a temperature in the range of 180-200°C occur at depths of less than 2,200m. This is backed up by anecdotal evidence derived from near off shore oil and gas exploration drilling.

The State of Maharashtra suffers from a chronic power shortage, particularly in Mumbai, which has a population of 18 million people. The phenomenal economic growth of the region also calls for the need for clean, sustainable electricity generation, and commercial incentives are in place to encourage such developments. Electricity tariffs of approximately US$100/MWh (excluding carbon credits) and a 10 year tax holiday are in place.

Himalayan Geothermal Province

The Puga project is located 140 km east of the town of Leh (more than 1 million people) in the upper Indus valley in the Himalayas. This region is associated with high geothermal gradients which are related to the Indo-Asia collision zone. Geothermal drilling activities carried out by the United Nations Development Program in the 1980’s have confirmed extremely high geothermal gradients in the region, (e.g. reaching in excess of 125°C at depths of less than 300m) as well as the presence of geo-pressured wells. Estimates based on heat flow measurements indicate temperatures of 250°C at depths of only 1.2 km.

The Himalayan Geothermal Province extends into Tibet (Yangbajing Geothermal Province) which currently produces 25 MW of electric power; developments are in place to substantially expand the generation capacity of this geothermal field.

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Panax has negotiated a nine month option period to determine the suitability of the projects for commercial development, including advice regarding support for developments in India from the World Bank, the Asia Development Bank as well as from the Asia-Pacific Six. If the option is exercised, Panax can earn up to a 45% interest in the Maharashtra and Puga projects by spending A$14 million on drilling works. There is a condition precedent to the agreement providing that Panax needs to satisfy itself regarding the legal status of the exclusive geothermal rights in the State of Maharashtra.

Kyrgyz Republic-Central Asia (JV with Kentor Gold Limited) ( Geothermal Exploration Licences: South Issykkul-GP 1125; Inylchek-GP 1126, Aksai GP 1127 and Kyzylompul GP 1128; covering a total of 4536 square kilometres; Earning up to 61%)

Panax has negotiated a Memorandum of Understanding (MOU) with Kentor Gold Limited (ASX: KGL), in anticipation of entering into a JV exploration program for Hot Fractured Rock (HFR) geothermal resources across four geothermal exploration licences in Kyrgyzstan. These licences are the first of their type issued in this country. The Earth’s crust in Kyrgyzstan is highly enriched in radioactive elements and numerous occurrences of high heat producing (HHP) granites have been recorded, some with anomalously high levels of Uranium, Thorium and Potassium (up to 10x background levels). This makes the country highly prospective for Hot Fractured Rock (HFR) geothermal resources.

Kentor Gold also manages a Joint Stock Company, which includes the Kyrgyz Geophysical Expedition (an institution which dates back to Soviet times) as one of the shareholders. Through this organization, Kentor Gold has access to an extensive and high quality geological, geophysical and geochemical data base. In addition, Kentor Gold has the active support and input from Soviet trained, high calibre geoscientists. It is through this link that Kentor was able to generate the data required for the geothermal exploration licences.

Existing adits, surface and shallow hole data have indicated the existence of extremely high geothermal gradients, some in excess of 100°C per 1,000m. If confirmed, these would be some of the highest known gradients of their kind in the world. Consequently, these geothermal exploration licences have the potential to host world class HFR geothermal resources, with a capacity to generate large amounts of clean and sustainable baseload electricity.

Kyrgyz electric power is mostly generated by large hydro schemes across the countries, which rely on glacial melt waters (now in recession). As a consequence the country’s transmission grid is well developed. Kyrgyzstan is a net exporter of electric power, exporting approximately 2.5% or 2,500 GWh of electricity produced to neighbouring countries such as Kazakhstan, Uzbekistan, Tajikistan and China. Regional foreign aid initiatives (World Bank, Asia Development Bank, USAID) are developing plans to establish a regional electricity market in Central Asia. Drew Luten of USAID stated; ”Within the next few years, we expect to see private investment lead to the establishment of a 500 kilovolt power line transmitting much needed power from Central Asia across Afghanistan to Pakistan and India” (8/5/07).

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Panax has a six month evaluation period following which it can earn up to 61% in the combined licences by spending $5million within a four year period and a further $1 million thereafter, including the commitment to commence drilling one geothermal well within three years.

New Managing Director

At the completion of the transactions, Dr Bertus de Graaf, the owner of Panax, will join the Company as the new Managing Director/CEO. Dr de Graaf was the founding Managing Director of two successful ASX listed resource development companies, Ross Mining NL and Geodynamics Limited ( Geodynamics ). Ross Mining was built up over 14 years from a zero base gold exploration company to one of Australia’s top ten gold miners, with an asset base in excess of $210 million, reaching the top 200 of the ASX, paying dividends over the last seven consecutive years. Following a friendly merger with a larger gold mining company in 2000, Dr de Graaf founded Geodynamics that same year, which listed in 2002, a world first in a commercial approach to the development of HFR geothermal resources. The company is now a top 300 ASX company, with a market cap of around $225 million. Geodynamics drilled two of Australia’s deepest wells and developed the world’s largest underground HFR heat exchanger. Geodynamics gained national and international recognition for pioneering HFR geothermal energy and won the ‘Sustainable Company of the Year’ award in 2005.

Dr de Graaf gained extensive international experience as exploration manager in various countries with the Metals Division of Royal Dutch Shell (later Billiton) for 14 years. He also has extensive international experience in fund raising, corporate strategy, mergers and acquisitions, project finance and project development as well as operational management and has gained recognition for technical innovation as well as social and environmental management.

“Uranoz is extremely fortunate to be able to attract somebody of this calibre. The combination of his hard rock exploration and production experience, expertise in geothermal energy development and corporate and strategic experience will enable the Company to significantly enhance the value of its expanded assets base” said the Chairman.

The Transactions

Uranoz proposes to issue to each of the owners of Scopenergy and Panax in two separate transactions 12 million ordinary shares and 6 million four year options at an exercise price of 20 cents. The shares and options issued will be escrowed for 12 months. The consideration to be issued to the Panax vendor may be reduced to 8 million shares and 4 million options subject to the terms of the Panax acquisition agreement.

As a result of the transactions, Uranoz’s total assets and total equity will increase by around 25% and its exploration expenditure is expected to increase by approximately 20% based on Uranoz’s estimates contained in its 2 May 2007 IPO Prospectus.

Approval for a number of resolutions will be sought at a General Meeting scheduled for 15 September 2007.

Gryphon Partners acted as financial advisor to Scopenergy. For further information contact Uranoz +61 2 9248 6950:

Greg Martyr

Gavin Daneel

Chairman Director

ANNEXURE C

The options held by the optionholder are exercisable in whole or in part at any time during the period of four years from 23 October 2007 ( Exercise Period ). Options not exercised before the expiry of the Exercise Period will lapse.

Options are exercisable by notice in writing to the Board delivered to the registered office of the Company and payment of the exercise price of $0.20 per option in cleared funds.

The Company will not apply for official quotation on ASX of the options. The Company will make application for official quotation on ASX of new shares allotted on exercise of the options. Those shares will participate equally in all respects with existing issued ordinary shares, and in particular new shares allotted on exercise of the options will qualify for dividends declared after the date of their allotment.

Options can only be transferred with Board approval, except that if at any time before expiry of the Exercise Period the optionholder dies, the legal personal representative of the deceased optionholder may:

• -elect to be registered as the new holder of the options,

-whether or not he becomes so registered, exercise those options in accordance with the terms and conditions on which they were granted, and

• -if the deceased has already exercised options, pay the exercise price in respect of those options.

An optionholder may only participate in new issues of securities to holders of ordinary shares in the Company if the option has been exercised and shares allotted in respect of the option before the record date for determining entitlements to the issue. The Company must give prior notice to the optionholder of any new issue before the record date for determining entitlements to the issue in accordance with the ASX Listing Rules.

If there is a bonus issue to the holders of ordinary shares in the capital of the Company, the number of ordinary shares over which the option is exercisable will be increased by the number of ordinary shares which the holder of the option would have received if the option had been exercised before the record date for the bonus issue.

If the Company makes a rights issue (other than a bonus issue), the exercise price of options on issue will be reduced according to the following formula:

A = O – E [P – (S + D)] (N + 1)

Where:

• A = the new exercise price of the option;

• O = the old exercise price of the option;

• E = the number of underlying ordinary shares into which one option is exercisable;

• P = the average closing sale price per ordinary share (weighted by reference to volume) recorded on the stockmarket of ASX during the five trading days immediately preceding the ex rights date or ex entitlements date (excluding special crossings and overnight sales and exchange traded option exercises);

• S = the subscription price for a security under the pro rata issue;

• D

• = the dividend due but not yet paid on existing underlying securities (except those to be issued under the pro rata issue); and

• N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

If, during the currency of the options the issued capital of the Company is reorganised, those options will be reorganised to the extent necessary to comply with ASX Listing Rules.

ANNEXURE D

The material provisions of this Scopenergy Share Agreement are summarised below.

1. The Scopenergy Share Agreement is between the Company, Eureka and Gryphon, and is dated 4 September 2007.

2. By the Scopenergy Share Agreement, Eureka and Gryphon agree to sell all of their respective shares ( Scopenergy Shares ) and options ( Scopenergy Options ) in Scopenergy to the Company.

3. The Scopenergy Share Agreement is conditional on the satisfaction or waiver of the following conditions ( Conditions ):

4. 3.1 simultaneous completion of the Panax Share Agreement; and

5. 3.2 the Company obtaining all shareholder approvals required under the Corporations Act and the Listing rules for the transactions contemplated by the Scopenergy Share Agreement and the Panax Share Agreement.

If the Conditions are not satisfied or waived by 30 November 2007, any party may terminate the Scopenergy Share Agreement (provided that the terminating party has used their reasonable endeavours to satisfy the condition).

1. Completion will occur on the date falling seven days after the satisfaction or waiver of the Conditions or such other date as the parties agree.

2. In consideration for the sale and purchase of the Scopenergy Shares and Scopenergy Options under the Scopenergy Share Agreement, the Company will:

3. 5.1 issue and allot 12,000,000 fully paid ordinary shares ( Eureka Consideration Shares ) and grant 3,000,000 options to acquire fully paid ordinary shares ( Eureka Consideration Options ) in the Company to Eureka or its nominee; and

4. 5.2 grant 3,000,000 options to acquire fully paid ordinary shares in the Company to Gryphon or its nominee ( Gryphon Consideration Options ).

5. Eureka and Gryphon acknowledge that the shares issued and options granted pursuant to the Scopenergy Share Agreement will be the subject of escrow restrictions for 12 months or such longer period as may be required by ASX.

7. Eureka or Gryphon may terminate the Scopenergy Share Agreement if:

8. 7.1 the Company commits a material breach of any provision of the Scopenergy Share Agreement; or

9. 7.2 certain events occur in relation to the Company (for example, if it resolves to reduce its share capital, makes or agrees to make an allotment of, or grants an option to subscribe for any of, its shares or is insolvent).

10. The Company may terminate the Scopenergy Share Agreement if:

11. 8.1 Eureka commits a material breach of any provision of the Scopenergy Share Agreement; or

12. 8.2 certain events occur in relation to Eureka (for example, if it resolves to reduce its share capital, makes or agrees to make an allotment of, or grants an option to subscribe for any of, its shares or is insolvent).

13. The Company may also terminate the Scopenergy Share Agreement if by the last time for receiving proxies specified in the notice of meeting at which the Company proposes to seek the shareholder approvals referred to in paragraph 3.2 and before that meeting is held the Company has received proxies from shareholders entitled to cast 50% or more of the votes who have voted against the resolutions required to enable the issue of the Eureka Consideration Shares, Eureka Consideration Options and Gryphon Consideration Options.

14. The Scopenergy Share Agreement contains many of the usual provisions in share sale and purchase agreements including various warranties by Eureka and Gryphon on the one hand and the Company on the other hand.

15. The Scopenergy Share Agreement is governed by the laws of South Australia.

URANOZ LIMITED ACN 122 203 196

• Mark this box with an ‘X’ if you have made any changes to your address details (see reverse)

Proxy Form

All correspondence to : Uranoz Limited PO Box 1553 QVB Sydney NSW 1230 Telephone: (02) 9248 6950 Fax: (02) 9248 6955

Appointment of Proxy

I/We (name of shareholder) _______

Of (address)

---

Being a member/s of Uranoz Limited and entitled to attend and vote hereby appoint

� the Chairman of the Meeting (mark with an ‘X’) OR

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Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

or failing the person named, or if no person 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 General Meeting of Uranoz Limited to be held at 10.30 am (Sydney time) on 16 October 2007 and at any adjournment of that meeting.

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

Voting Directions to your proxy – please mark ⌧ to indicate your directions

Resolution 1: Approval for the issue of securities to Dr Lambertus de Graaf and/or his nominee Resolution 2: Approval for the issue of securities to Eureka Capital Partners Pty Limited and/or its nominee and Gryphon Partners Pty Limited and/or its nominee Resolution 3: Approval for the change to the nature of the Company’s activities	For	Against	Abstain*

In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business unless he has an interest in the outcome of that item. *If you mark the Abstain box for the item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in computing the required majority on a poll.

Appointing a second proxy

We wish to appoint a second

proxy

� Mark with an ‘X’ if you wish to AND % appoint a second proxy

OR

State the percentage of your voting rights or the number of securities for this Proxy Form

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder1 Securityholder2 Securityholder3	Individual or Securityholder1 Securityholder2 Securityholder3	Individual or Securityholder1 Securityholder2 Securityholder3
Individual/Sole Director and Sole Company Secretary Director Director/Company Secretary

___ ___ _/__/___ Contact Name Contact Daytime Telephone Date

HOW TO COMPLETE THE PROXY FORM

1 Your Address

This form has been sent to your address as it appears on the company’s share register. If this address is incorrect, please mark the box and write the correct address on the form. Please note, you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company.

3 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite the item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on an item by inserting the percentage or number of securities you wish to vote in the appropriate box. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s registered office or you may copy this form.

To appoint a second proxy you must:

• a) indicate that you wish to appoint a second proxy by marking the box;

• b) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded;

• c) return both forms together in the same envelope.

5 Signing Instructions

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

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the company. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below no later than 5.00 pm (Sydney time) on 14 October 2007. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged:

by posting, delivery or facsimile to Uranoz Limited PO Box 1553 QVB Sydney NSW 1230 Telephone: (02) 9248 6950 Fax: (02) 9248 6955