ORBMINCO LIMITED — AGM Information 2008

Oct 23, 2008

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NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

Annual GenerAnnu al General Meeting to be held at GraMeeting to be held at Grant Thor nt Thorntonon, Level 17, 383 Kent StrL e vel 17, 383 Kent Street, Sydney, NSW 2000et, Sydney, NSW 2000 on Wednesday 26 on Wednesday 26 November 2008, 10.00am ESTNovember 2008, 10.00am EST

IMPORTANT NOTICE

This Notice of Annual General Meeting and Explanatory Memorandum require your immediate attention. It should be read in its entirety.

If you are in doubt as to the course of action you should take and how you should vote, you should seek advice from your accountant, solicitor or other professional adviser without delay.

MONARO MINING NL ABN 99 073 155 781 Suite 705, Level 7, St Martins Tower, 31 Market Street, Sydney NSW 2000 PO Box 1178, Queen Victoria Building NSW 1230 T +61 2 9264 7344 F +61 2 9264 8933 www.monaromining.com.au info@monaromining.com.au

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Monaro Mining NL (“Monaro” or “the Company”) will be held at Grant Thornton, Level 17, 383 Kent Street, Sydney NSW 2000 on Wednesday November 26 2008, at 10.00am EST.

The Explanatory Memorandum that accompanies and forms part of this Notice of Annual General Meeting sets out the background information on the various matters to be considered. This Notice of Annual General Meeting and Explanatory Memorandum should be read in their entirety.

AGENDA

ORDINARY BUSINESS

RECEIPT OF FINANCIAL REPORT

To receive the Financial Report of the Company for the year ended 30 June 2008 together with the Directors' Report in relation to that financial year and the Auditor's Report on the Financial Report.

Resolution One - Re-Election of Director

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

“That Mr Warwick Grigor, who retires by rotation, be re-elected a director of the Company.”

Resolution Two - Election of a Director appointed by the Board

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

“That Mr James Malone, who was appointed by the Board as a Director since the last general meeting, be elected a director of the Company.”

Resolution Three - Election of a Director appointed by the Board

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

“That Mr Michael Duncan, who was appointed by the Board as a Director since the last general meeting, be elected a director of the Company.”

Resolution Four - Election of a Director appointed by the Board

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

“That Mr Gregory Barns, who was appointed by the Board as a Director since the last general meeting, be elected a director of the Company.”

Resolution Five - Adoption of Remuneration Report

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

“That the Remuneration Report as set out in the Company’s annual report for the financial year ended 30 June 2008 be adopted by Shareholders.”

Resolution Six - Amendment to the Company’s Constitution

Special Resolution

“That the Constitution of the Company be amended as specified in schedule A to this notice of meeting.”

Resolution Seven - Directors Fees

“That the Company’s Board be authorized to fix the Directors’ fees at a maximum of $300,000 per annum.”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution Seven by a director of the Company and any associates of that person. However, the Company will not disregard a vote if it is cast by a person as a proxy for a 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.

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Resolution Eight - Approval of Issue of Securities

“That for the purposes of Listing Rules 7.1 of the ASX Listing Rules and for all other purposes approval be given for the issue of up to 13,639,725 ordinary shares in the capital of the Company at an issue price of not less than 80% of the average market price for such shares over a period of 5 days on which sales in the securities are recorded on the ASX on the date before the issue is made.”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution Eight by a person who may participate in the proposed issue and a person who might obtain a benefit except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed and any associates of that person. However, the Company will not disregard a vote if it is cast by a person as a proxy for a 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.

Resolution Nine - Approval of Monaro Mining Employee Option Plan

“That for the purposes of Listing Rule 7.2 Exception 9 of the Listing Rules and for all other purposes approval be given to the adoption of the Monaro Mining Employee Option Plan on the terms set out in schedule B to this notice of meeting and that any securities issued under such Scheme be approved as an exception to Listing Rule 7.2 of the Listing Rules.”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution Nine by a director of the Company (except for a director who is ineligible to participate in any employee incentive scheme in relation to the Company). However, the Company will not disregard a vote if it is cast by a person as a proxy for a 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.

By order of the Board

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ANNE ADALEY Company Secretary 24 October 2008

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VOTING ENTITLEMENT

Pursuant to regulation 7.11.37 of the Corporations Regulations 2001, the Directors have determined that the shareholding of each shareholder for the purposes of ascertaining the voting entitlements for the Annual General Meeting will be as it appears in the Share Register at 10.00 am EST on Monday 24 November 2008.

PROXIES

A member entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies to attend and vote at the Annual General Meeting.

Where more than one proxy is appointed and the appointment does not specify the proportion or number of the member’s votes, each proxy may exercise half of the votes. A proxy may, but need not be, a member of Monaro.

Appointment of a proxy by a member who is a corporation must be executed in accordance with section 127 of the Corporations Act.

A Proxy Form accompanies this Notice of Annual General Meeting.

To be effective, the completed proxy together with the power of attorney (if any) under which it is signed, must be received at the Company’s corporate registry, Computershare Investor Services Pty Limited, at one of the addresses or the facsimile number below no later than 48 hours before the commencement of the meeting:

• In Person: 452 Johnston Street, Abbotsford Victoria Australia

• By Mail: GPO Box 242, Melbourne Victoria 3001 Australia

• By Facsimile: 1800 783 447 (within Australia)

• +61 3 9473 2555 (outside Australia)

Any proxy form received later than 48 hours before the commencement of the meeting will not be valid for the meeting.

QUESTIONS FROM SHAREHOLDERS

The Chairman of the meeting will allow a reasonable opportunity for shareholders to ask questions or make comments on the management of the Company at the meeting. Members with specific queries concerning any aspect of the Financial Report for the year ended 30 June 2008 are requested to submit those queries in writing by no later than 15 November 2008 to enable the Board time to consider the queries and where appropriate to make enquires of the Auditor.

By Mail: Company Secretary

GPO Box 1178 Queen Victoria Building NSW 1230 Australia

By Facsimile: +61 2 92648933

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EXPLANATORY MEMORANDUM

Introduction

This Explanatory Memorandum has been prepared for the information of shareholders in relation to the business to be conducted at the Annual General Meeting to be held at Grant Thornton, Level 17, 383 Kent Street, Sydney NSW 2000 on Wednesday 26 November 2008 at 10.00 am EST.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting. This Explanatory Memorandum is to provide shareholders with information that is reasonably required by them to decide how to vote upon the resolution.

To Receive Financial Report

The first agenda item in the Notice of Meeting deals with a procedural matter, namely to receive the Financial Report, Directors Report and Auditors Report for the Company for the year ended 30 June 2008. There is no requirement for shareholders to approve these Reports.

A printed hard copy of the Annual Report which includes the Financial Report, Directors’ Report and Auditor’s Report for the year ended 30 June 2008, has been sent to all Shareholders who requested it. The Annual Report is available on the Company’s website at www.monaromining.com.au/annualreport2008.

Resolution One - Re-Election of Director - Mr Warwick Grigor

Mr Warwick Grigor, the Chairman of the Company, retires as a director by rotation in accordance with the Company’s constitution and submits himself for re-election.

The other directors of the Company consider Mr Grigor to be a valuable member of the Board and recommend that shareholders vote to re-elect Mr Grigor.

Resolution Two - Election of Director - Mr James Malone

In accordance with the Merger Implementation Agreement, Mr Malone was appointed as a Director of the Company on 29 July 2008.

In accordance with the ASX Listing Rules and Regulation 11.6 of the Company’s Constitution, Mr Malone holds office only until the next members meeting (that is, in this case the Annual General Meeting) and is eligible for re-election by the shareholders.

Mr Malone has worked successfully as an accountant, stockbroker, business analyst and CEO of a medium sized business for the past 20 years.

Mr Malone holds a Bachelor of Commerce from the University of Western Australia and is an associate of the Australian Society of CPAs. Mr Malone has worked for Arthur Anderson accountants, Hartley Poynton stockbrokers, CSFB and Lehman Brothers merchant banks in London.

Since 2000, Mr Malone has worked in the resources industry and has been involved with the start up, successful listing and ongoing management and development of six ASX listed and two non-listed resource companies with a diverse range of commodities including gold, base metals, uranium, oil and gas and industrial minerals. These companies have operated projects in Latin America, Europe, Africa, the US and Australia. In the past 20 years Mr Malone lived and worked in Perth, Melbourne, London and Santiago, Chile.

Resolution Three - Election of Director - Mr Michael D Duncan

In accordance with the Merger Implementation Agreement, Mr Duncan was appointed as a Director of the Company on 29 July 2008.

In accordance with the ASX Listing Rules and Regulation 11.6 of the Company’s Constitution, Mr Duncan holds office only until the next members meeting (that is, in this case the Annual General Meeting) and is eligible for re-election by the shareholders.

Mr Duncan holds a Bachelor of Science in Mechanical Engineering and after gaining experience in the oil and aerospace industries, he became active in real estate investing and development, and futures trading. Mr Duncan and his partners acquired and developed over two million square feet of retail, office and office warehouse space around the USA. Mr. Duncan has been active in natural resources since 1992, and is a major investor in and a director of Monaro. Mr. Duncan is also a commercially rated helicopter pilot and provides airborne services to Monaro’s US subsidiaries.

Resolution Four - Election of Director - Mr Gregory Barns

In accordance with the Merger Implementation Agreement, Mr Barns was appointed as a Director of the Company on 29 July 2008.

In accordance with the ASX Listing Rules and Regulation 11.6 of the Company’s Constitution, Mr Barns holds office only until the next members meeting (that is, in this case the Annual General Meeting) and is eligible for re-election by the shareholders.

Mr Barns, holds a BAILLB from Monash University. Mr Barns was a political adviser to a number of state and federal ministers and premiers, including a role as Chief of Staff to former federal Finance Minister John Fahey.

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He was the inaugural CEO of the Australian Gold Council from 2000-2002. Mr Barns is a founding director of Republic Gold Ltd which has tungsten and gold projects in Australia and South America. Mr Barns also writes regularly for Australian mining magazine, Gold and Minerals Gazette and for the Canadian publication Resources World.

Resolution Five - Adoption of Remuneration Report

Pursuant to section 250R(2) of the Corporations Act the Company is required to put the Remuneration Report to the vote of Shareholders. The Annual Report for the year ended 30 June 2008 contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the Directors and other key management personnel.

The provisions of the Corporations Act provide that the vote is only an advisory vote of Shareholders. Resolution Five is, therefore, advisory only and does not bind the Directors of the Company. Of itself, a failure of Shareholders to pass Resolution Three will not require the Directors to alter any of the arrangements in the Remuneration Report; however the Board will take the outcome of the vote into consideration when considering the future remuneration policy.

Resolution Six - Amendments to Constitution

The proposed amendments to the Constitution are intended to bring the Constitution into line with changes in the Corporations Act and Listing Rules and other applicable rules and regulations relating to CHESS Securities and the transfer of securities generally.

Resolution Seven - Directors Fees

The remuneration of the Directors is currently set at a maximum amount per annum of $150,000 plus statutory superannuation. Under regulation 11.9 of the Constitution and rule 10.17 of the Listing Rules this amount can only be increased with the approval of shareholders. As a consequence of the merger with Uranium King Ltd the composition of the Board of Directors has expanded along with the size of the Company’s operations. In these circumstances it is considered appropriate to increase the amount of fees which can be paid to directors to assist the Company is retaining and attracting competent and experienced directors.

Resolution Eight - Approval of Possible Issue of Securities

The purpose of this Resolution is to give the Company the opportunity, if it arises, to take advantage of any favourable market conditions in late 2008 or early 2009 to raise capital. The Company seeks prior shareholder approval under ASX Listing rule 7.1 for the issue of up to 13,639,725 fully paid ordinary shares in the Company (“Issue”) at the date of the issue, at a price that is at least 80% of the average market price of the Company’s fully paid ordinary shares over the last 5 days on which sales of the Company’s shares are recorded before the day of issue of the Shares (or if a prospectus or other disclosure statement issued in relation to the issue before the date of signing of that document).

If Resolution Eight is passed, Shareholder approval will not be required for the Issue. However, shareholder approval of the Issue is sought pursuant to Listing Rules 7.1 and 7.3 so as to preserve the ability of the Company to also issue up to 15% of the issued capital of the Company (in addition to the Issue) during the next twelve months without obtaining prior shareholder approval.

The identities of the proposed allottees in respect of the Issue are not currently known and have not been ascertained. It is expected that the Issue, if it proceeds, will be made to client’s of the Company’s brokers.

The intended purpose of the Issue is to raise funds for the advancement of the Company’s projects and to enhance the Company’s business development strategies.

Any Shares to be issued in accordance with Resolution Eight will be issued no later than 3 months after the date of Annual General Meeting.

The Shares will be fully paid ordinary shares and will rank equally with all other existing fully paid shares in the Company from their date of issue.

The Directors believe that Resolution Eight is in the best interests of the Company and its shareholders and unanimously recommend that shareholders vote in favour of it.

Resolution Nine - Approval of Monaro Mining Employee Option Plan

An Incentive Options Scheme was approved by shareholders at the General Meeting 2006. However, this Scheme requires updating to be consistent with current ASIC class order relief and appropriate needs of the Company. It is proposed that the 2006 Incentive Options Scheme be replaced with a new incentive plan, The Monaro Mining Employee Option Plan. A copy of the proposed new Monaro Mining Employee Option Plan is attached.

ASX Listing Rule 7.1 generally requires that a listed company obtain shareholder approval prior to the issue of securities and rights convertible to securities representing more than 15% of its ordinary issued securities in any 12 month period.

ASX Listing Rule 7.2 (Exception 9) provides an exception to ASX Listing Rule 7.1. This rule provides that a company may make an issue of securities under an employee incentive scheme if within 3 years before the date of issue holders of ordinary securities have approved the issue of securities under the scheme as an exception to Listing Rule 7.1.

No securities will be issued to any Directors of the Company under the Scheme unless in each instance approval of shareholders is obtained to the issue in accordance with the Listing Rules.

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GLOSSARY OF TERMS

In this Information Memorandum the following expressions have the following meanings:

“ASIC” means the Australian Securities and Investments Commission.

"ASX" means ASX Ltd as operator of the Australian Securities Exchange.

“Company” means Monaro Mining NL ACN 073 155 781.

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

"Listing Rules" means the listing rules of ASX.

"Meeting" means the annual general meeting of shareholders of the Company convened by this Notice.

"Notice” or “Notice of Meeting" means the notice of annual general meeting which accompanies this Information Memorandum.

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

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SCHEDULE A

AMENDMENTS TO THE COMPANY’S CONSTITUTION

The Constitution of the Company to be amended by:

1. Deleting regulation 6 in its entirety and replacing it with a new regulation 6 in the following terms:

6. TRANSFER OF SHARES

6.1 Participation in CHESS

Subject to the Applicable Law, the Directors may do anything they consider necessary or desirable to facilitate participation by the Company in CHESS or any other computerised or electronic share transfer registration or stock market settlement system introduced by, or acceptable to, ASX in respect of transfers of, or dealings in, marketable securities.

6.2 Form of Transfer

Subject to this Constitution, Members may transfer any Shares held by them by:

• (a) a Proper ASTC Transfer or any other method of transferring or dealing in Shares introduced by ASX or operated in accordance with the ASTC Operating Rules or the Listing Rules and, in such case, recognised under the Corporations Act; or

• (b) an instrument in writing in any usual or common form or in any other form that the Directors, in their absolute discretion, approve from time to time.

6.3 CHESS Transfers

• (a) The Company must comply with all obligations imposed on it under the Applicable Law in respect of a Proper ASTC Transfer or any other transfer of Shares.

• (b) Notwithstanding any other provision of this Constitution, the Company must not prevent, delay or interfere with the registration of a Proper ASTC Transfer or any other transfer of Shares.

6.4 Registration Procedure

Where an instrument of transfer referred to in Regulation 6.2(b) is used by a Member to transfer Shares, the following provisions apply:

• (a) the instrument of transfer must be executed by, or on behalf of, both the transferor and the transferee unless it is a sufficient transfer of marketable securities within the meaning of the Corporations Act;

• (b) the instrument of transfer must be left at the registered office of the Company for registration accompanied by the relevant Share certificate (if any) and such other evidence as the Directors may require to prove:

• (i) the title of the transferor; and

• (ii) the transferor’s right to transfer the Shares;

• (c) a fee must not be charged on the registration of the transfer; and

• (d) on registration of the transfer, the Company must cancel the old Share certificate (if any).

6.5 Refusal to Register Transfers

• (a) The Directors may refuse to register any transfer of Shares (other than a Proper ASTC Transfer) where:

• (i) the Applicable Law permits the Company to do so;

• (ii) the Applicable Law or any law relating to stamp duty requires the Company to do so; or

• (iii) the transfer is a transfer of Restricted Securities which is, or might be, in breach of the Listing Rules or any escrow agreement entered into by the Company in respect of the Restricted Securities.

• (b) Where the Directors refuse to register a transfer pursuant to Regulation 6.5(a), they must give notice in writing of such refusal (including the reasons for such refusal) to the transferee and the lodging broker (if any) in accordance with the Applicable Law.

6.6 Non Interference With Registration

Notwithstanding any other provision of this Constitution, the Company must not prevent or interfere with the registration of a transfer of Shares in a manner which is contrary to the Listing Rules or the ASTC Operating Rules.

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6.7 Closure of Register

Subject to the Listing Rules and the ASTC Operating Rules, the Register may be closed during such times as the Directors may determine, not exceeding:

• (a) 30 days in each calendar year; or

• (b) any one period of more than 5 consecutive Business Days.

6.8 Retention of Transfers

(a) Subject to the ASTC Operating Rules, all registered instruments of transfer must be retained by the Company.

(b) Any instrument of transfer which the Directors decline or refuse to register must be returned to the transferee on demand (except in the case of fraud).

6.9 Powers of Attorney

Any power of attorney granted by a Member which empowers the grantee to transfer Shares and is lodged, produced or exhibited to the Company or any Officer:

• (a) shall be taken and deemed to continue and remain in full force and effect, as between the Company and the grantor of the power;

• (b) may be acted upon until express notice in writing of:

• (i) its revocation; or

• (ii) the death of the grantor of the power,

is lodged at the registered office of the Company or at the place where the Register is kept.

6.10 Other Securities

The provisions of this Regulation 6 shall apply, with the necessary alterations, to any other Listed Securities issued by the Company from time to time.

6.11 Compliance With Rules

Notwithstanding any other provision of this Constitution the Company must comply with the ASTC Operating Rules in relation to all transfers covered by the ASTC Operating Rules and in relation to all other matters required of it under the ASTC Operating Rules.

6.12 Transferor Remains Holder Until Registration

A transferor of Shares remains the registered holder of the Shares until:

(a) a Proper ASTC Transfer has taken effect in accordance with the ASTC Operating Rules; or

• (b) the transfer is registered in the name of the transferee and is entered in the Register,

whichever is the earlier.

6.13 Definitions

In this Regulation 6, the following terms will bear the following meanings:

Applicable Law means the Corporations Act, the Listing Rules and the ASTC Operating Rules.

ASTC Operating Rules means the operating rules of ASTC from time to time (being the rules also known as the ASTC settlement rules).

ASTC means ASX Settlement and Transfer Corporation Pty Ltd (ABN 49 008 504 532).

CHESS means the Clearing House Electronic Sub-register System operated by ASTC or such other prescribed clearing and settlement facility operated by ASTC from time to time.

Proper ASTC Transfer has the meaning given by Regulation 1.0.02 of the Corporations Regulations 2001.

1. By amending deleting all references to the “SCH business rules” and replacing such references with references to “ASTC Operating Rules or any other Applicable Law” and by amending all references to “SCH” and amending them to be references to “ASTC.”

2. By amending the definition of “CHESS” in regulation 1.3 to read as follows:

3. “CHESS” bears the meaning ascribed in Section 2 of the ASTC Operating Rules.

4. By amending the definition of “CHESS Approved Securities” in regulation 1.3 of the Constitution to read as follows: “CHESS Approved Securities” means an Approved Financial Product under section 8 of the ASTC Operating Rules.

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SCHEDULE B

RULES OF MONARO MINING EMPLOYEE OPTION PLAN

1. Name of plan

• 1.1 This Plan shall be called the Monaro Mining Employee Option Plan 2008.

2. Establishment and termination of the plan

• 2.1 The Board may establish and administer the Plan in accordance with the terms and conditions set out in these Rules and otherwise as it determines from time to time in its absolute discretion.

• 2.2 The Board may terminate the Plan, or suspend its operation for any period it considers desirable, at any time that it considers appropriate.

• 2.3 The Board may not issue any further Options after the Plan has been terminated. However, these Rules will continue to apply to Options on issue at the date of such termination until the last of those Options lapses or is exercised.

3. Purpose of plan

• 3.1 The purpose of this Plan is to:

• (a) recognise the ongoing ability and exertions of the employees, Consultants and directors of the Company and their expected efforts and contribution in the long term to the performance and success of the Company;

• (b) provide an incentive to the employees, Consultants and directors of the Company to remain in their employment, or as directors, in the long term;

• (c) attract persons of experience and ability to employment with, or as directors or Consultants of the Company and foster and promote loyalty between the Company and its employees, directors and Consultants; and

• (d) provide employees, Consultants or directors of the Company with the opportunity to acquire Options, and ultimately Shares, in the Company, in accordance with these Rules and subject to the Listing Rules.

4. Operation of the plan

• 4.1 The Plan operates according to these Rules which bind the Company and each Participant.

• 4.2 The number of Shares to be received upon exercise of Options the subject of an Offer must not exceed 5% of the Company’s total number of issued Shares at the time of the Offer when aggregated with:

• (a) The number of Shares which would be issued, were each outstanding offer or Option, being an offer made or Option acquired pursuant to the Plan or any previous employee share or option scheme operated by the Company, exercised; and

• (b) The number of Shares issued during the previous 5 years pursuant to the Plan or any previous employee share or option scheme operated by the Company.

but disregarding any offers made outside Australia, any offers which did not require disclosure by virtue of section 708 of the Corporations Act or offers made under a disclosure document or Shares or options issued pursuant to such offers.

5. Eligibility

• 5.1 Subject to these Rules, the Board may from time to time determine that any Eligible Person is entitled to participate in the Plan and the extent of that participation.

• 5.2 The Board may exercise its powers in relation to the participation of any Eligible Person on any number of occasions.

6. Offer of options and exercise price

• 6.1 Subject to these Rules and to the Listing Rules, the Company (acting through the Board) may offer Options to any Eligible Person at such times and on such terms as the Board considers appropriate. Each Offer must state:

• (a) the name and address of the Offeree;

• (b) the number of Options offered;

• (c) that the Offeree may accept the whole or any lesser number of Options offered;

• (d) the minimum number of Options and any multiple of such minimum or any other number which may be accepted;

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• (e) the period within which the Offer may be accepted, and the period or periods during which the Options or any of them may be exercised and the Expiry Date or Expiry Dates;

• (f) the consideration payable for the grant of any option (if any);

• (g) any Exercise Conditions;

• (h) the Exercise Price; and

• (i) any other matters or additional terms and conditions which the Board may determine.

• 6.2 The Exercise Price of each Option will be determined by the Board in its discretion provided that the Exercise Price for an Option must not be less than the Market Value of the Shares when it resolves to offer the Option but not more than such Market Value plus an amount equal to 20% thereof. Market Value while Shares are listed on ASX means the weighted average closing sale price of the Shares recorded on the stock market of ASX over the five trading days immediately preceding the day on which the Board resolves to offer an Option.

7.

Accepting offers

• 7.1 Upon receipt of an Offer, the Offeree may, within the period specified in the Offer:

• (a) accept the whole or, subject to the terms of the Offer, any lesser number of Options offered by giving to the Company an Application Form signed by the Offeree; or

• (b) nominate by notice in writing to the Board a nominee in whose favour the Offeree wishes to renounce the Offer and include with such notice an Application Form signed by the nominee accepting the whole or, subject to the terms of the Offer, any lesser number of Options offered. The Board shall, in its absolute discretion, resolve whether to allow such renunciation of an Offer in favour of the nominee but shall not be required to give any reason for such decision.

• 7.2 Upon:

• (a) receipt of an Application Form referred to in paragraph 7.1(a); or

• (b) the Board resolving to allow a renunciation of an Offer in favour of a nominee (" Permitted Nominee "), referred to in paragraph 7.1(b),

then the Offeree or the Permitted Nominee, as the case may be, will be taken to have agreed to be bound by these Rules and will be granted the number of Options accepted subject to these Rules.

• 7.3 If Options are issued to a Permitted Nominee, the Offeree must, without limiting any provision in these Rules, ensure that the Permitted Nominee complies with these Rules.

• 7.4 On the issue of Options following receipt by the Company of an Application Form, the Offeree or the Permitted Nominee, as the case may be, becomes a Participant.

8.

Certificates

• 8.1 The Company must within 10 Business Days after the Issue Date give a Participant one or more Certificates stating:

• (a) the number of Options issued to the Participant;

• (b) the Exercise Price of those Options;

• (c) the Issue Date of those Options;

• (d) the period or periods within which the Options may be exercised and the Expiry Date or Expiry Dates; and

• (e) any Exercise Conditions.

9. Quotation

• 9.1 The Company will not apply for Official Quotation of any Options.

• 9.2 The Company must apply for Official Quotation of Shares allotted pursuant to the exercise of Options within the time required by the Listing Rules after the date of allotment.

10 Not transferable

• 10.1 Subject to clause 13.4, Options are not transferable.

11.

Exercise of options

• 11.1 Subject to any Exercise Conditions, Options may be exercised at any time during the period specified in the relevant Certificate.

• 11.2 Notwithstanding paragraph 11.1, all Options may be exercised:

• (a) during a Bid Period; or

• (b) within one (1) month after a Change of Control Event has occurred; or

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• (c) if on an application under section 411 of the Corporations Act, a court orders a meeting to be held concerning a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company.

• 11.3 Options may only be exercised by the Participant giving notice in writing to the Board delivered to the registered office of the Company. The notice must specify the number of Options being exercised and must be accompanied by: (a) the Certificate for those Options, for cancellation by the Company; and

• (b) a cheque payable to the Company (or another form of payment acceptable to the Board) in the amount of the product of the number of Options then being exercised by the Participant and the Exercise Price of those Options.

• The notice is only effective when the Company has received value for the full amount referred to in paragraph (b).

• 11.4 Subject to paragraph 13.1, within 10 Business Days after the notice referred to in clause 11.3 becoming effective, the Board must: (a) allot and issue the number of Shares to be issued in respect of the Options being exercised;

• (b) cancel the Certificate for the Options being exercised; and

• (c) if applicable, issue a new Certificate for any remaining Options covered by the Certificate accompanying the notice.

• 11.5 The Board may, in its absolute discretion, by notice to the Participant waive or vary (provided such variation is not adverse to the Participant) all or any of the Exercise Conditions attaching to Options at any time.

12. Shares allotted on exercise of options

• 12.1 All Shares allotted upon exercise of the Options rank pari passu in all respects with Shares previously issued and, in particular, entitle the holders of Shares so allotted to participate fully in:

• (a) dividends declared by the Company after the date of allotment; and

• (b) all issues of securities made or offered pro rata to holders of Shares.

13. Lapse of options

• 13.1 Options not validly exercised on or before the Expiry Date will automatically lapse.

• 13.2 If an Offeree ceases to be an Eligible Person for any reason at any time after an Option is or has become exercisable (or in other words after any Exercise Conditions have been satisfied), then such Offeree, or if appropriate, his or her Permitted Nominee, may exercise any such Options held by him or her within: (i) three (3) months of ceasing to be an Eligible Person; or

• (ii) such longer period as the Board determines, and any Options the subject of this clause not exercised within the three (3) months or the longer period determined by the Board, will automatically lapse.

• 13.3 A certificate signed by the Company Secretary of the Company stating that an Offeree ceased for any reason to be an Eligible Person on a specified date shall (in the absence of manifest error) be conclusive for the purposes of the Plan.

• 13.4 If at any time prior to the Expiry Date of any Options a Participant dies or becomes subject to a legal disability, the Participant’s Legal Personal Representative may:

• (a) elect to be registered as the new holder of the deceased Participant's Options; and

• (b) whether or not he or she becomes so registered, exercise those Options in accordance with and subject to these Rules as if he or she were the holder of them.

14. Participation rights, bonus issues, rights issues, reorganisations of capital and winding up

• 14.1 New Issues

• (a) Participants are not entitled to participate in any new issue of securities to existing holders of Shares in the Company unless:

  • (i) they have become entitled to exercise their Options under the Plan; and

• (ii) they do so before the record date for the determination of entitlements to the new issue of securities and participate as a result of being holders of Shares.

• (b) The Company must give Participants, in accordance with the Listing Rules, notice of any new issue of securities before the record date for determining entitlements to the new issue.

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14.2 Bonus Issues

There is no right to change the exercise price of an Option nor the number of underlying Shares over which the Option can be exercised, if the Company completes a bonus issue.

14.3 Pro Rata Issues

There is no right to change the exercise price of an Option nor the number of underlying Shares over which the Option can be exercised, if the Company completes a pro rata issue to the holders of Shares. 14.4 Reorganisation of Capital

If, prior to the Expiry Date of any Options, there is a reorganisation of the issued capital of the Company, then the rights of a Participant (including the number of Options to which such Participant is entitled and the Exercise Price) will be altered as determined by the Board to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

14.5 Fractions of Shares

For the purpose of this clause 14, if Options are exercised by a Participant simultaneously, then the Participant may aggregate the number of Shares or fractions of Shares for which the Participant is entitled to subscribe. Fractions in the aggregate number only will be disregarded in determining the total entitlement of a Participant.

14.6 Calculations and Adjustments

Any calculations or adjustments which are required to be made under this clause 14 will be made by the Board and, in the absence of manifest error, are final and conclusive and binding on the Company and the Participant.

14.7 Notice of Change

The Company must within a reasonable period give to each Participant notice of any change under this clause 14 to any rights of the Participant.

15 Amendments to the rules

15.1 Board May Alter Rules

The Board may, subject to clause 15.2 and the Listing Rules, alter, delete or add to these Rules at any time.

15.2 Consent of Participants

If any amendment to be made under clause 15.1 would adversely affect the rights of Participants in respect of any Options then held by them, the Board must obtain the consent of Participants who between them hold not less than 75% of the total number of those Options held by all those Participants before making the amendment.

16 Powers of the Board

• 16.1 The Plan shall be administered by the Board who shall have the power to:

• (a) determine appropriate procedures and make regulations for the administration of the Plan which are consistent with these Rules;

• (b) resolve conclusively all questions of fact or interpretation arising in connection with the Plan;

• (c) terminate or suspend the operation of the Plan at any time, provided that the termination or suspension does not adversely affect or prejudice the rights of Participants holding Options at that time;

• (d) delegate those functions and powers it considers appropriate, for the efficient administration of the Plan, to any one or more persons whom the Board reasonably believes to be capable of performing those functions and exercising those powers, for such period and on such conditions as the Board may determine; and

• (e) take and rely upon independent professional or expert advice in or in relation to the exercise of any of their powers or discretions under these Rules.

17 Notices

• 17.1 Notices may be given by the Company to any Participant either personally or by sending by post to his or her address as noted in the Company's records or to the address (if any) within the Commonwealth of Australia supplied by him or her to the Company for the giving of notices. Notices for any overseas Participants shall be forwarded and posted by air. Where a notice is sent by post the notice shall be deemed to be served two (2) days after posting. The signature of any notice may be given by any Director or secretary of the Company. A notice of exercise given under clause 11.3 shall not be deemed to be served on the Company until actually received.

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18 General

• 18.1 The rights and obligations of any Participant under the terms of his or her employment with the Company (if any) are not affected by his or her participation in the Plan.

• 18.2 These Rules do not form part of, and will not be incorporated into, any contract of engagement or employment between a Participant and the Company.

• 18.3 No Participant has any rights to compensation or damages as a result of the termination of his or her employment, so far as those rights arise or may arise from the Participant ceasing to have rights under the Plan as a result of the termination.

• 18.4 Participants do not, as Participants, have any right to attend or vote at general meetings of holders of Shares.

19 Governing law

• 19.1 The Plan and any Options issued under it are governed by the laws of New South Wales and the Commonwealth of Australia.

• 19.2 Each Participant irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales, and the Commonwealth of Australia and courts entitled to hear appeals from those courts.

20. Advice

• 20.1 Offerees should obtain their own independent advice at their own expense on the financial, taxation and other consequences to them of or relating to proposed participation in the Plan.

21. Definitions and interpretation

• 21.1 In these Rules, unless the context otherwise requires, the following words and expressions shall have the following meanings: "Application Form" means a duly completed and executed application for the issue of Options made by an Offeree or Permitted Nominee in respect of an Offer, in the form approved by the Board from time to time; "ASX" means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

"Bid Period" , in relation to a takeover bid in respect of Shares, means the period referred to in the definition of that expression in section 9 of the Corporations Act provided that where a takeover bid is publicly announced prior to the service of a bidder's statement on the Company in relation to that takeover bid, the Bid Period shall be deemed to have commenced at the time of that announcement;

"Board" means the Directors acting as the board of directors of the Company or a committee appointed by such board of directors; "Business Day" means a day on which banks are open for business in Perth excluding a Saturday, Sunday or public holiday; "Certificate" means the certificate issued in accordance with clause 8 by the Company to a Participant in respect of an Option; "Change of Control Event" means any of the following:

(a) a shareholder, or a group of associated shareholders, becoming entitled to not less than 25% of the issued Shares in the Company; or

(b) more than one half of the Directors changing in any one month period; or

(c) the Board determining that effective control of the Company has changed.

" Company " means Monaro Mining NL;

“Consultant” means a person or company providing consulting services to the Company or an associated body corporate of the Company which in the opinion of the Board are important to the development of the Company.

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

" Director " means a director of the Company from time to time but does not include a person who is only a director by virtue of being an alternate director;

" Eligible Person " means at any time a person who then is a Director or an employee (whether full-time or parttime) of, or a Consultant to, the Company or an associated body corporate of the Company;

" Exercise Conditions " means the performance, vesting or other conditions (if any) determined by the Board and specified in an Offer which are, subject to these Rules, required to be satisfied, reached or met before an Option can be exercised;

" Exercise Price " means, in respect of an Option, the subscription price per Share, determined in accordance with clause 6.2, payable by a Participant on exercise of the Option;

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• " Expiry Date " means, in relation to an Option, the last date on which an Option may be exercised;

• " Issue Date " means, in relation to an Option, the date on which the Company grants that Option;

" Legal Personal Representative " means the executor of the will or an administrator of the estate of a deceased person, the trustee of the estate of a person under a legal disability or a person who holds an enduring power of attorney granted by another person;

• " Listing Rules " means the Official Listing Rules of ASX as they apply to the Company from time to time;

• " Market Value " means, if the Company is admitted to the official list of ASX:

• (d) the weighted average closing sale price of the Shares recorded on the stock market of ASX over the five trading days immediately preceding the day on which the Board resolves to offer an Option; or

• (e) in circumstances where there has been no trading in the Shares during the five trading days immediately preceding the day on which the Board resolves to offer an Option, the last sale price recorded on the stock market of ASX;

• "Offer" means an invitation to an Eligible Person made by the Company under clause 6.1 to apply for an issue of Options;

• “Offeree” means an Eligible Person to whom an Offer is made;

• “Official Quotation " has the meaning ascribed to it in the Listing Rules;

• " Option " means an option issued under the Plan to subscribe for a Share;

• " Participant " means a person who holds Options issued under the Plan and includes, if a Participant dies or becomes subject to a legal disability, the Legal Personal Representative of the Participant;

• " Permitted Nominee " has the meaning given to it by clause 7.2;

• " Plan " means the Monaro Mining Employee Option Plan 2008 operated in accordance with these Rules;

• " Rules " means these rules, as amended from time to time;

• " Shares " means fully paid ordinary shares in the capital of the Company;

• 21.2 In these Rules, unless a contrary intention appears:

• (a) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;

• (b) the singular includes the plural and vice versa;

• (c) a reference to a gender includes all genders; and

• (d) an expression defined in, or given a meaning for the purposes of, the Corporations Act has the same meaning where used in these Rules.

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MONARO MINING NL ABN 99 073 155 781 Suite 705, Level 7, St Martins Tower, 31 Market Street, Sydney NSW 2000 PO Box 1178, Queen Victoria Building NSW 1230 T +61 2 9264 7344 F +61 2 9264 8933 www.monaromining.com.au info@monaromining.com.au

Monaro Mining NL ABN 99 073 155 781

Lodge your vote:

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

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For your vote to be effective it must be received by 10:00am (EST) Monday 24 November 2008

How to Vote on Items of Business

Signing Instructions

All your securities will be voted in accordance with your directions.

Individual: Where the holding is in one name, the securityholder must sign.

Appointment of Proxy

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

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 sign in the appropriate place to indicate the office held.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate ''Certificate of Appointment of Corporate Representative'' prior to admission. A form of the certificate may be obtained from Computershare or online at www.computershare.com.

A proxy need not be a securityholder of the Company.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

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Turn over to complete the form

View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Your secure access information is:

Review your securityholding

Update your securityholding

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

023959_PROXY_3_1_RUNONS/000001/000002

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ' X ') should advise your broker of any changes.

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Proxy Form

Please mark to indicate your directions

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Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Monaro Mining NL hereby appoint

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PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

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the Chairman of the Meeting[OR]

or failing the individual or body corporate named, or if no individual or body corporate 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 Annual General Meeting of Monaro Mining NL to be held at Grant Thornton, Level 17, 383 Kent Street, Sydney, NSW 2000 on Wednesday 26 November 2008 at 10:00am EST and at any adjournment of that meeting.

Important for Items 7,8, and 9: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Items 7,8, and 9 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Items 7,8, and 9 and your votes will not be counted in computing the required majority if a poll is called on these Items. The Chairman of the Meeting intends to vote undirected proxies in favour of items 7,8, and 9 of business.

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I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Item and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.

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PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Items of Business

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1	To re-elect Mr Warwick Grigor as Director of the Company
2	To elect Mr James Malone as Director of the Company
3	To elect Mr Michael Duncan as Director of the Company
4	To elect Mr Gregory Barns as Director of the Company

• 5 To adopt the Remuneration Report for financial period ended 30 June 2008 6 To amend Company Constitution 7 To authorise the board to fix the Directors' fees at a maximum of $300,000 per annum

• 8 To approve Issue of Securities

• 9 To approve Monaro Mining Employee Option Plan

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

Signature of Securityholder(s) This section must be completed. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime Name Telephone Date / /

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MR O

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