ORBMINCO LIMITED — AGM Information 2009

Oct 29, 2009

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Notice of geNeral meetiNg aNd explaNatory memoraNdum

aNNual geNeral meetiNg to be held at graNt thorNtoN

level 17, 383 KeNt Street, SydNey, NSW 2000 oN moNday, 30 November 2009, 11.00am eSt

importaNt Notice

This Notice of Annual General Meeting and Explanatory Statement 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.

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 moNday, 30 November 2009, at 11.00am eSt.

The Explanatory Statement 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 Statement 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 2009 together with the Directors’ Report in relation to that financial year and the Auditor’s Report on the Financial Report.

3. authoriSe placemeNt facility

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Company to issue up to 23,443,203 fully paid ordinary shares in the capital of the Company at an issue price of $0.09 per ordinary share and otherwise on the terms and conditions set out in the Explanatory Statement.”

1. re-electioN of director

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

“That Mr Mart Rampe, who was appointed to the board of directors on 16 November 2004, who will retire at the close of the meeting in accordance with Article 11.3 of the Company’s Constitution, and being eligible, offers himself for re-election, be re-elected as a director of the Company”

2. ratificatioN of previouS placemeNt

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies the allotment and issue of 15,445,685 fully paid ordinary shares in the capital of the Company at an issue price of $0.09 per ordinary share and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 2 by any persons who participated in the issue or any of their associates. 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.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 3 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.

4. reSigNatioN aNd appoiNtmeNt of auditor

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

“That, subject to ASIC granting its consent to the resignation of the Company’s current auditor, Grant Thornton NSW, for the purposes of section 327B of the Corporations Act and for all other purposes, Grant Thornton Audit Pty Ltd, having been nominated and having consented in writing to act as auditor of the Company, be appointed as auditor of the Company and the directors be authorised to set its remuneration”.

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Notice of meetiNg

5. approval of performaNce rightS plaN

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

“That, for the purposes of Exception 9 of Listing Rule 7.2, section 195(4) of the Corporations Act and for all other purposes, approval is given for the Company to establish and maintain an executive, officer and employee performance rights plan (PRP) on the terms and conditions summarised in the accompanying Explanatory Statement and the grant of Performance Rights from time to time under the PRP as an exception to Listing Rule 7.1”.

7. adoptioN of remuNeratioN report

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

“That, for all purposes, the Remuneration Report as set out in the Company’s annual report for the financial year ended 30 June 2009 be approved.”

other buSiNeSS

To consider any other business that may be brought before the Meeting in accordance with the Company’s Constitution.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 5 by any of the Directors of the Company or the persons who may participate in the proposed issue of Performance Rights referred to in Resolution 5, or who may obtain a benefit if the Resolution is passed (except a benefit solely in the capacity of a holder of ordinary securities) and an associate of those persons. However, the Company need 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 direction on the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

6. iSSue of performaNce rightS to mr Jim maloNe

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

“That, for the purposes of ASX Listing Rule 10.14, Chapter 2E of the Corporations Act and for all other purposes, approval is given for the Company to grant 1,000,000 Performance Rights, each to acquire 1 ordinary fully paid share in the Company, to Mr Jim Malone or his nominee, on the terms and conditions as set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 6 by or on behalf of Mr Malone or any associate of Mr Malone. 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.

explaNatory StatemeNt

Shareholders are referred to the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting.

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 11.00 am EST on Saturday, 28 November 2009.

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, Registries Limited, at one of the addresses or the facsimile number below no later than 48 hours before the commencement of the meeting:

• In Person:

Level 7, 207 Kent Street, Sydney NSW Australia

• By Mail:

GPO Box 3993 Sydney NSW 2001 Australia

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Notice of meetiNg

proxieS (coNt.)

• By Facsimile: +61 2 9290 9655

• On-line: www.registries.com.au/vote/mroagm2009

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

corporate repreSeNtative

If a representative of a Shareholder corporation is to attend the Meeting the attached “Corporate Representative Certificate” should be completed and produced prior to 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 2009 are requested to submit those queries in writing by no later than 16 November 2009 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

By order of the Board

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ANNE ADALEY Company Secretary 30 October 2009

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explaNatory StatemeNt

iNtroductioN

thiS explaNatory StatemeNt 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 moNday, 30 November 2009 at 11.00 am eSt.

This Explanatory Statement should be read in conjunction with the accompanying Notice of Meeting. This Explanatory Statement 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 2009. There is no requirement for shareholders to approve these Reports.

In accordance with amendments to the Corporations Act the Company is no longer required to provide a hard copy of the Company’s Annual Report to shareholders unless a shareholder has specifically elected to receive a printed copy. These amendments have resulted in a reduction in the Company’s printing costs.

Whilst the Company will not provide a hard copy of the Company’s Annual Report which includes the Financial Report, Directors’ Report and Auditor’s Report for the year ended 30 June 2009 unless specifically requested to do so, Shareholders may view the Company’s Annual Report on the Company’s website at www.monaromining.com.au or request a copy from the Company at any time.

1. re-electioN of director – mr mart rampe

In accordance with Article 11.3 of the Constitution, onethird of the Directors (rounded down) shall retire from office at every annual general meeting of the Company. Article 11.3 provides that such Directors are eligible for re-election at that meeting.

In accordance with Article 11.3 of the Constitution, Mr Rampe will retire at the end of the Annual General Meeting and will seek re-election pursuant to Resolution 1 of the Notice of Annual General Meeting.

Mr Rampe was appointed a Non-Executive Director on 16 November 2004 and appointed Managing Director on 13 August 2007. Following a review of the Company’s corporate structure, the Managing Director’s role was converted to that of an Executive Director in line with the entity’s requirements effective from 31 January 2009.

over thirty five years experience in minerals exploration and development and includes grass roots exploration through to pre-mine development. He has held senior exploration management positions in public listed and private exploration companies. He has worked with a number of commodities including gold, base metals, uranium, coal and industrial minerals. Country experience includes Australia, Papua New Guinea, Solomon Islands, New Zealand and US (Alaska) and more recently Central Asia and northern Europe. Since 1985 he has been the principal of Harvest Exploration Pty Ltd, a successful consultancy in the minerals and environmental industry. Mr. Rampe is a former member of the board of Noah Resources NL (2005 to 2008).

2. ratificatioN of previouS placemeNt

2.1 Background

On 26 October 2009, the Company announced a placement of 15,445,685 Shares at $0.09 each to various exempt investors by way of a private placement ( Placement ).

The Placement was made to fund:

• a. an infill drilling program at Rio Puerco, USA, to confirm old drill results and increase JORC category, plus further exploration drilling at Rio Puerco and ApexLowboy, USA;

• b. identification, field work, pegging and exploration for the company’s gold projects; and

• c. general working capital requirements.

The allottees were determined on the basis that they qualified as sophisticated investors pursuant to section 708 of the Corporations Act.

Resolution 2 seeks Shareholder approval to ratify the issue of Shares under the Placement.

Mr Rampe is a geologist having completed a BSc (Applied Geology) from the University of NSW and has

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explaNatory StatemeNt

2.2 Listing Rule 7.1

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

Listing Rule 7.4 sets out an exception to Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1) those securities will be deemed to have been made with Shareholder approval for the purpose of Listing Rule 7.1.

Ratification is now sought for the issue of securities as set out in Resolution 2, pursuant to Listing Rule 7.4 in order to reinstate the Company’s capacity to issue up to 15% of its issued capital to enable the Directors to consider additional funding initiatives over the next 12 months consistent with the provisions of Listing Rule 7.1 and the Corporations Act.

2.3 Prescribed information

Listing Rule 7.5 sets out a number of matters which must be included in a notice of meeting seeking an approval under Listing Rule 7.4. For the purposes of Listing Rule 7.5, the following information is provided in relation to Resolution 2:

• a. 15,445,685 Shares were issued;

• b. the Shares were issued at an issue price of $0.09 per Share;

• c. the Shares rank equally with existing Shares on issue;

• d. the Shares were issued to a number of sophisticated, institutional or otherwise exempt investors;

• e. the funds raised under the Placement were used for:

• i. an infill drilling program at Rio Puerco, USA, to confirm old drill results and increase JORC category, plus further exploration drilling at Rio Puerco and Apex-Lowboy, USA;

• ii. identification, field work, pegging and exploration for the company’s gold projects; and

To minimise the dilutionary effect the Placement Facility will have on Shareholders, the number of Shares to be issued under the Placement Facility will not exceed 23,443,203.

Under the Placement Facility, the Company will issue or taken to have issued up to 23,443,203 Shares. The Shares will be issued to various sophisticated investors pursuant to section 708 of the Corporations Act.

The effect of passing Resolution 3 will be to allow the Directors to issue up to 23,443,203 Shares during the 3 month period after the Meeting to non-related parties without using up the Company’s 15% placement capacity under Listing Rule 7.1.

3.2 Listing Rule 7.1

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

Listing Rule 7.3 sets out a number of matters which must be included in a notice of meeting seeking an approval under Listing Rule 7.1.

3.3 Prescribed information

Listing Rule 7.3 requires that the following information be provided to shareholders in relation to the Shares the subject of Resolution 3:

• a. the maximum number of securities that will be issued is 23,443,203 Shares;

• b. the Shares will be issued at a $0.09 each;

• c. the Shares were issued to a number of sophisticated, institutional or otherwise exempt investors;

• d. the funds raised under the Placement Facility will be used for:

  • i. an infill drilling program at Rio Puerco, USA, to confirm old drill results and increase JORC category, plus further exploration drilling at Rio Puerco and Apex-Lowboy, USA;

  • ii. identification, field work, pegging and exploration for the company’s gold projects; and

• iii. general working capital requirements.

• iii. general working capital requirements.

3. authoriSe placemeNt facility

3.1 Background

The Company proposes to raise up to $2,109,888 as a consequence of the Placement Facility.

• e. any Shares to be issued in accordance with Resolution 3 will be issued no later than 3 months after the date of Annual General Meeting; and

• f. 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.

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explaNatory StatemeNt

4. reSigNatioN aNd appoiNtmeNt of auditor

The Company’s auditor, Grant Thornton NSW has acted as the company’s auditors since 2007.

Grant Thornton has recently combined from a state based federation of firms into a single national firm. Accordingly, they are transferring all of their audit appointments into a new single national audit entity (Grant Thornton Audit Pty Ltd) to replace their various state based audit entities. For public companies the appointment of a new audit entity requires a resolution of shareholders at the Annual General Meeting.

The audit committee has considered and agreed to this change and the Board has agreed to this resolution being presented to the shareholders of the company for formal vote. To give effect to the change the current Grant Thornton audit entity has requested Australian Securities & Investments Commission (“ASIC”) consent to resign in favour of their new national Authorised Audit Company, Grant Thornton Audit Pty Ltd. The resolution is conditional upon ASIC’s consent to the resignation of Grant Thornton NSW, and the Company anticipates that this consent will be forthcoming.

In accordance with section 328B of the Corporations Act, notice in writing nominating Grant Thornton Audit Pty Ltd has been given to the Company by a shareholder. A copy of this notice is included in this Notice of Meeting. The appointment of Grant Thornton Audit Pty Ltd will be by vote of shareholders as an ordinary resolution.

Subject to approval by shareholders, the appointment of Grant Thornton Audit Pty Ltd will be effective for the 2010 financial year. Grant Thornton NSW remained responsible for the audit for the 2009 financial year.

The Directors recommend that Shareholders vote in favour of Resolution 4.

5. approval of performaNce rightS plaN

5.1 Background

For the purposes of Listing Rule 7.2 (Exception 9) and for all other purposes, Resolution 5 seeks Shareholder approval to establish and maintain an employee, executive and officer performance rights plan ( PRP ) to provide ongoing incentives to executives, officers and key employees of the Company.

A performance rights plan provides a number of advantages to the Company over the current Employee Share Option Plan, including:

• a. unlike options the employee is not entitled to the securities until the performance criteria are met and the performance rights are exercised;

• b. performance rights are less dilutive than share options; and

• c. performance rights may be more tax effective.

If Resolution 5 is passed, the PRP will enable the Company to issue performance rights to executives, officers and employees of the Company ( Performance Rights ) and to issue Shares to those executives, officers and employees if they achieve the performance and vesting conditions of the Performance Rights. The performance and vesting conditions applicable to any particular Performance Right issued under the PRP may vary and will be set at the time of grant at the discretion of the Board under the terms of the PRP.

In the case of a Director, no Performance Rights may be issued to the Director without express Shareholder approval of the number and terms of the Performance Rights (or a definitive formula to calculate the same).

A summary of the terms of the PRP is provided in Schedule 1 to this Explanatory Statement. A copy of the PRP will be made available to any Shareholder on request.

No Performance Rights have been issued under the PRP as at the date of this Explanatory Statement.

At the date of this Notice of Meeting, the proposed new legislation (as contained in proposed Division 83A and related provisions of the Income Tax Assessment Act 1997) addressing and impacting upon the employee share scheme rules currently in Division 13A of the Income Tax Assessment Act 1936 (New Legislation) announced by the Federal Government on 12 May 2009 and subsequently varied through the consultation process, has not been passed. The Company expects that the PRP will comply with the New Legislation. However it reserves the right not to implement the PRP (or make any necessary adjustments to the terms of the PRP as may be permitted by the Board’s power to amend under the terms of the PRP) should this result in any adverse consequences to either the Company or its employees, once the New Legislation is enacted.

5.2 Listing Rule 7.1

Listing Rule 7.1 limits the number of equity securities which a listed company may issue in any 12 month period without shareholder approval (subject to certain exceptions, for example a pro rata issue to all shareholders). The limit is, generally speaking, no more than 15% of the total number of equity securities on issue at the beginning of the 12 month period, plus the number of equity securities issued with the approval of shareholders or under one of the exceptions during the previous 12 months.

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explaNatory StatemeNt

One of the exceptions to Listing Rule 7.1 is Listing Rule 7.2 - Exception 9, which provides that Listing Rule 7.1 does not apply to an issue under an employee incentive scheme if, within the 3 years before the date of issue, shareholders have approved the issue as an exception to Listing Rule 7.1.

Shareholder approval is sought to establish the PRP and to enable the Company to subsequently grant the Performance Rights under the PRP, without experiencing the delays and costs involved in having to obtain Shareholder approval each time the Company wishes to issue securities which exceed the 15% limit contained in Listing Rule 7.1 and do not otherwise fall within one of the nominated Listing Rule exceptions.

incentives for people of the highest calibre, especially given the difficulty in finding experienced people and the cost of replacing them is significant.

Mr Malone is considered a key officer of the Company. Mr Malone, is the Chairman and is responsible for the general direction, strategy and the promotion of the company. During the previous year, Mr Malone assumed a greater role than had been envisaged by the Company originally and as a result the Company wishes to provide reward and incentive for future services Mr Malone will provide to the Company in his role.

The Performance Rights will be granted for no consideration and are expected to be granted no later than 3 months after the date of this meeting.

5.3 Section 195 of the Corporations Act

Section 195 of the Corporations Act essentially provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a “material personal interest” are being considered.

Approval of Resolution 5 in the Notice of Meeting may result in the directors having a “material personal interest” in the subject of that Resolution on the basis that all directors are eligible to participate in the PRP. In the absence of approval under section 195 of the Corporations Act, the Directors would not be able to form a quorum at any meetings necessary to carry out the transactions contemplated by Resolution 5. The directors have accordingly exercised their right under section 195(4) of the Corporations Act to put the matter to Shareholders to resolve upon.

6. iSSue of performaNce rightS to mr Jim maloNe

6.1 Background

In accordance with Listing Rule 10.14, Chapter 2E of the Corporations Act and for all other purposes, Resolution 6 of the Notice of Meeting deals with the proposed grant to Mr Malone, or his nominee, 1,000,000 Performance Rights (subject to section 5.5(b) below) in accordance with the PRP and which are subject to the specific performance hurdles set under the PRP and also the general terms and conditions (refer section 6.2 below).

A key purpose of the grant of the Performance Rights is to provide a performance incentive to Mr Malone and to ensure that such incentive is aligned with the interests of the Company and shareholders.

The Directors believe the success of the Company will depend in large measure on the skills and motivation of the people engaged in, and overseeing the management of, the Company’s operations. It is therefore important that the Company is able to attract, retain and provide

It is noted that should the New Legislation not be passed, or not be passed largely in its proposed form, and should, as a result of the New Legislation, implementation of the PRP result in any adverse consequences to either the Company or its employees, then the Company has reserved the right for the PRP proposed by Resolution 5 not to be implemented. In this event, the Performance Rights proposed by this Resolution 6 will not be granted to Mr Malone.

6.2 Terms and Conditions of Performance Rights to be issued

The general terms and conditions of the Performance Rights are set out in the summary of the PRP provided in Schedule 1. Additionally, for the purposes of Item 5 of Schedule 1 (which provides that the Board will set performance criteria to be met before the Performance Rights may be exercised), the Performance Rights will be issued with the following additional terms:

• a. The Performance Rights will be exercisable by the holder upon achievement of the agreed performance hurdles (refer 6.3(b) below), provided that the holder is employed by or on behalf of the Company, or is an officer of the Company, at the time the Performance Rights are exercised save that in limited circumstances (for example, death, permanent disability or other qualifying reason) the holder may exercise the Performance Rights or part thereof (as calculated in accordance with the PRP) within three calendar months of ceasing such employment or cessation of office;

• b. The agreed performance hurdles required to be fulfilled to enable exercise of the Performance Rights are based around the Company’s Share trading price and are set out at 6.5(b) below ( Performance Hurdles ). The performance period within which the Performance Hurdles must be met is no later than 1 year from the date of grant of the Performance Rights ( Performance Period ) (save that this Performance

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Period may be extended to a date not exceeding the Expiry Date at the discretion of the Board);

• c. The expiry period for the Performance Rights will be the date that is 1 year and 3 months after the date of grant ( Expiry Date ), unless the Performance Hurdles are not met within the Performance Period in which case the Performance Rights shall immediately expire. The holder of the Performance Rights may exercise the amount of Performance Rights set out in section 5.3(b) below between the date immediately after the date on which the applicable Performance Hurdle is satisfied and ending on the Expiry Date. The Performance Hurdles and vesting conditions may only be waived in limited circumstances (for example, due to cessation of employment or office in cases of death, permanent disability or other qualifying reason or in certain specified events including a change of control of the Company).

6.3 Listing Rule 10.14

Listing Rule 10.14 provides that a listed entity must not issue equity securities under an employee incentive scheme (which includes a PRP) to a related party without Shareholder approval. The proposed grant of Performance Rights to Mr Malone requires approval by Shareholders under the Listing Rules.

As the issue will be made under the PRP, approval is not required under Listing Rule 7.1 (which limits the number of equity securities the Company may issue within a 12 month period to not more than 15% of the total number of ordinary securities on issue without the requirement for Shareholder approval). Approval is also not required under Listing Rule 10.11 (which, in the absence of obtaining Shareholder approval under Listing Rule 10.14 would be necessary to issue securities to a related party of the Company).

6.4 Chapter 2E

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party unless one of a number of exceptions applies or shareholder approval is obtained.

A “financial benefit” is defined in the Corporations Act in broad terms and expressly includes a public company issuing securities. Section 208 of the Corporations Act provides that for a public company to give a financial benefit to a related party of that company, the public company must:

• a. obtain the approval of members in the way set out in sections 217 to 227; and

• b. give the benefit within 15 months after the approval.

For the purpose of this Meeting and in accordance with section 228 of the Corporations Act a related party of the Company includes:

• a. a Director; and

• b. an entity controlled by a Director.

Accordingly, Resolution 6 seeks Shareholder approval for the grant of the Performance Rights to Mr Malone (or his nominee) for the purposes of Chapter 2E of the Corporations Act.

6.5 Specific Disclosure of Information as Required by the Listing Rules and the Corporations Act

For the purpose of Listing Rules 10.14 and 10.15A, and Chapter 2E of the Corporations Act the following information is provided:

• a. The number of Performance Rights to be granted to Mr Malone is shown as calculated below in (b). Each Performance Right is exercisable for 1 Share, subject to satisfaction of the applicable Performance Hurdle and all other applicable terms and conditions (as set out in section 6.2 above and as summarised in Schedule 1). The maximum number of Shares that may be issued upon exercise of the Performance Rights the subject of this Resolution 6 is 1,000,000 and upon exercise of the Performance Rights, the Shares will rank equally with all other shares of the Company on issue.

• b. The set Performance Hurdles are (on a cumulative basis):

• i. if the Shares in the Company have a volume weighted average price (VWAP) of 20 cents for a period of greater than 20 consecutive trading days between 1 December 2009 and 30 November 2010, then Mr Malone will be entitled to exercise 100,000 Performance Rights into fully paid ordinary shares in the Company for nil consideration;

• ii. if the Shares in the Company have a VWAP of 30 cents for a period of greater than 20 consecutive trading days between 1 December 2009 and 30 November 2010, then Mr Malone will be entitled to exercise an additional 200,000 Performance Rights into fully paid ordinary shares in the Company for nil consideration;

• iii. if the Shares in the Company have a VWAP of 40 cents for a period of greater than 20 consecutive trading days between 1 December 2009 and 30 November 2010, then Mr Malone will be entitled to exercise an additional 200,000 Performance Rights into fully paid ordinary shares in the Company for nil consideration; and

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explaNatory StatemeNt

• iv. if the Shares in the Company have a VWAP of 50 cents for a period of greater than 20 consecutive trading days between 1 December 2009 and 30 November 2010, then Mr Malone will be entitled to exercise an additional 500,000 Performance Rights into fully paid ordinary shares in the Company for nil consideration.

• c. The related party of the Company to whom the financial benefit is to be given for the purposes of Resolution 6 is Mr Malone (or his nominee) and the financial benefit to Mr Malone consists of the grant to him of 1,000,000 Performance Rights. No amount will be payable by Mr Malone to acquire the Performance Rights or upon the exercise of the Performance Rights.

• d. As the PRP is only now being established (as per Resolution 5), no persons have previously been issued Performance Rights under the PRP. It is proposed that Performance Rights will also, be issued as to Mr Denis Geldard, the Company’s General Manager.

• e. Subject to the approval of this Resolution, the grant of the Performance Rights referred to in this Resolution are expected to be made no later than 3 months after the date of the meeting.

• f. Details of any Performance Rights issued under the PRP will be published in each annual report of the Company relating to the period in which the Performance Rights were issued and, where applicable, it will be noted that approval for the issue of the Performance Rights was obtained under Listing Rule 10.14.

• g. Any additional persons (being related parties of the Company) who become entitled to participate in the PRP after this Resolution was approved and who are not named in this notice of meeting will not participate until approval is obtained under Listing Rule 10.14.

• h. No loan will be provided to Mr Malone by the Company in connection with the grant of the Performance Rights or the underlying issue of Shares should the Performance Rights be exercised.

• i. The Directors of the Company other than Mr Malone recommend that Shareholders vote in favour of this Resolution for the reasons set out in paragraphs 6.5(o), 6.5(p) and 6.5(r) below. The Directors of the Company other than Mr Malone do not have any interest in the outcome of this Resolution.

• j. Mr Malone is not entitled and does not wish to make a recommendation to Shareholders about the proposed Resolution 6 because he (or his nominee) has an interest in the outcome of the Resolution as he (or his nominee) is the proposed recipient of the Performance Rights.

• k. The Company was admitted to the official list of ASX on 13 September 2005. The highest closing price of the Shares in the past 12 month period being $0.14 per Share on 20 October 2008, and the lowest closing price being $0.065 per Share on 23 December 2008. The closing share price of the Company’s shares on 22 October 2009, being the latest practicable date before the date of this Notice of Meeting was $0.125.

• l. If only the maximum number of Performance Rights, being 1,000,000, the subject of Resolution 6 are exercised and Shares subsequently issued, then based on the Company’s fully paid share capital (which as at the date of this Notice of Meeting is 103,371,230 Shares) existing shareholders would be diluted by 0.95%.

• m. Mr Malone currently has a relevant interest in 1,450,000 Shares in the Company, which amounts to 1.4% of the Company’s share capital as at the date of this Notice of Meeting. Mr Malone also holds 767,857 Options which are exercisable at $0.35 each on or before 31 December 2009. If the Performance Rights the subject of this Resolution 6 are approved, and subsequently become exercisable and only these are exercised, Mr Malone will have a total relevant interest in 2,450,000 Shares in the Company which will amount to 2.37% of the Company based on the Company’s share capital as at the date of this Notice of Meeting.

• n. Mr Malone is the Chairman of the Company. Mr Malone does not have a written contract with the Company and does not have fixed remuneration in connection with his position as Chairman. The Company pays fees to Mr Malone from time to time for providing consulting services to the Company as required. This arrangement is based on normal commercial terms and conditions.

• o. The primary purpose of the grant of the Performance Rights is to provide a performance incentive for Mr Malone and to align the performance incentive of Mr Malone’ to the interests of the Company and shareholders. Given this purpose, the Directors do not consider that there is any material opportunity cost or benefit foregone to the Company in granting the Performance Rights.

• p. The Board determined the number of the Performance Rights to be issued to Mr Malone based on his expected contribution to the Company and the likely/ expected impact that this will have on the Company’s performance, including on the Company’s share price performance in the event the Performance Hurdle to the Performance Rights is met.

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explaNatory StatemeNt

• q. ASIC requires that when seeking shareholder approval for the issue of securities to a related party pursuant to Chapter 2E, shareholders must be provided with a valuation of those securities. The Company has undertaken a valuation so as to estimate a value for the Performance Rights. On this basis, the Performance Rights currently have a value of approximately $152 - $181 in total. A summary of the valuation including the key assumptions used is also set out in Schedule 2. The approximate value being received by Mr Malone’ from the grant of the Performance Rights is summarised in the table provided at Schedule 2 to this Explanatory Statement.

gloSSary of termS

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

ASIC means the Australian Securities and Investments Commission.

ASX means Australian Securities Exchange operated by ASX Ltd.

Board means the board of directors of the Company.

Company means Monaro Mining NL ACN 073 155 781.

Constitution means the Constitution of the Company.

• r. The Directors consider that the incentive represented by the grant of the Performance Rights is a cost effective and efficient incentive when compared to other forms of incentive such as cash, bonuses or greater remuneration. The Directors also note that as the Company currently has only limited capital, other cash based incentive alternatives are not currently preferred, nor readily available to it.

• s. Other than the information set out in this Explanatory Statement, neither the Directors nor the Company are aware of any additional information that would be reasonably required by the Shareholders to enable them to make a decision in relation to whether the grant of the Performance Rights to Mr Malone is in the best interests of the Company.

7. 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 2009 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 7 is, therefore, advisory only and does not bind the Directors of the Company. Of itself, a failure of Shareholders to pass Resolution 7 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.

Corporations Act means the Corporations Act 2001 (Cth) .

Director means a director of the Company.

Listing Rules means the listing rules of ASX.

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

New Legislation means the proposed new legislation (as contained in proposed Division 83A and related provisions of the Income Tax Assessment Act 1997) addressing and impacting upon the employee share scheme rules currently in Division 13A of the Income Tax Assessment Act 1936, announced by the Federal Government on 12 May 2009 and subsequently varied through the consultation process.

Notice or Notice of Meeting means the notice of annual general meeting which accompanies this Explanatory Statement.

Option means an option to acquire a Share.

Performance Right means a performance right issued under the terms of the PRP.

Placement Facility has the meaning given in Resolution 3 of the Notice

PRP means the Executive, Officer and Employee Performance Rights Plan the subject of Resolution 5 of the Notice of Meeting.

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

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

Shareholder means a holder of a Share.

$ means Australian dollars.

Notice of aNNual geNeral meetiNg aNd explaNatory StatemeNt | 10

explaNatory StatemeNt

Schedule 1

Summary of the termS of the performaNce rightS plaN

1. Under the PRP the Directors may offer to grant Performance Rights to any Director or company secretary or any full-time or part-time employee of the Company or a controlled entity at the Board’s discretion or to a person whom the Board determines is, or controls a company which is, engaged as a consultant to provide that person’s services to a company in the Group (Eligible Person). The Board will have regard to the Eligible Person’s length of service, potential contribution to the growth and profitability of the Company or an associated company and any other matter which the Directors consider relevant.

2. Under the PRP:

3. a. The Directors shall not offer or issue any Performance Rights to any Eligible Person in accordance with the PRP if the number of Shares to be received on the exercise of the Performance Rights, when aggregated with the number of Shares in the same class which would be issued were each outstanding Performance Right or offer or option to acquire unissued Shares, being an offer made or option or Performance Right acquired pursuant to an employee equity scheme of the Company extended only to employees or directors of a member of the Group, to be accepted or exercised (as the case may be), exceeds five (5) per cent of the total number of issued Shares in the Company as at the time of the offer.

4. b. In calculating the number of Shares which may be the subject of a grant of Performance Rights pursuant to Item 2(a):

   • i. any offer made, or option acquired or share issued by way of or as a result of:

   • an offer to a person situated at the time of receipt of the offer outside Australia; or

   • an offer that did not need disclosure to investors because of section 708 of the Corporations Act, or

   • any other offer permitted by Class Order 03/184 of the Australian Securities & Investment Commission (as may be amended from time to time) to be exempted, or

   • ii. Shares subject to options or Performance Rights which have lapsed, shall be disregarded.

5. Following receipt of the offer, an Eligible Person or an associate of an Eligible Person may apply for Performance Rights up to the number specified in the offer. No consideration is payable by an Eligible Person to the Company in respect of the grant of a Performance Right.

6. Performance Rights may not be offered to a Director or his or her associates without prior Shareholder approval.

7. The Board will set performance criteria to be met before the Performance Rights may be exercised ( Performance Criteria ).

8. The exercise price (if any) payable on the exercise of a Performance Right shall be determined by the Board, in its absolute discretion at the time of offering the Performance Rights.

9. The exercise period of each Performance Right shall be determined by the Board in its absolute discretion ( Expiry Date ). However, Performance Rights will only be able to be exercised once the Performance Criteria set by the Board in respect of a Performance Right have been met within the performance period set by the Board.

10. Notwithstanding item 7, the Board, in their discretion, may declare all Performance Rights to be free of any restrictions on exercise if the Board are of the opinion that a specified Event has occurred. An Event occurs when:

11. a. a takeover bid is made to the holders of Shares;

12. b. a statement is lodged with the ASX to the effect that a person has become entitled to not less than 50% of the Shares;

13. c. pursuant to an application made to the court, the court orders a meeting to be held in relation to a proposed compromise or arrangement for the purpose of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other companies;

14. d. the Company passes a resolution for voluntary winding up; or

15. e. an order is made for the compulsory winding up of the Company.

16. Notwithstanding item 7, Performance Rights may expire prior to the Expiry Date in the following circumstances:

17. a. the cessation of the Participant’s employment or office which is not due to:

11[ | moNaro miNiNg Nl ][abN 99 073 155 781]

explaNatory StatemeNt

• i. the death, Total and Permanent Disability, Retirement or redundancy of the Participant as determined by the Board in its absolute discretion;

• ii. the Participant ceasing to be employed by a company within the Group as a result of a company ceasing to be a member of the Group, or a company in the Group selling a business it conducts to someone other than to another company in the Group; or

• iii. any other reason as determined by the Board in its absolute discretion, each of which in (i) to (iii) above are a “ Qualifying Reason ”.

• b. the transfer or purported transfer of the Performance Right without the Board’s prior written consent (where such transfer is otherwise not permitted by the terms of the Performance Right);

• c. a determination of the Board that the Participant has acted fraudulently, dishonestly or in breach of the Participants obligations to the Company or any company in the Group and the Performance Right is to be forfeited; and

• d. the Participant notifying the Company that the Participant wishes the Performance Right to lapse.

If the cessation of the Participant’s employment or office is due to a Qualifying Reason and provided that the cessation date is in excess of 6 months after the date of grant, that number of Performance Rights which is proportional to the number of days the Participant was employed or in office as compared to the applicable performance period for the Performance Right will become immediately exercisable (provided that such number of Performance Rights are exercised within 3 months of the date of cessation), save that in circumstances where the cessation is due to a Qualifying Reason and such cessation occurs after all Performance Criteria have been satisfied, other than any criteria that is solely attributable to the Participant’s tenure with the Company in employment or office (e.g. vesting conditions which require the passage of time after all other Performance Criteria have already been satisfied), all Performance Rights held by such Participant will become immediately exercisable.

1. All Shares issued upon the exercise of Performance Rights will upon the allotment rank pari passu with all existing Shares in the capital of the Company. If the Shares are quoted, the Company will apply for quotation by ASX of all Shares allotted pursuant to the exercise of Performance Rights. However, the Company will not apply for official quotation by ASX of the Performance Rights.

2. A Performance Right may only be transferred in accordance with their terms of issue or otherwise with the prior written consent of the Board.

3. In the event of any reconstruction (including a consolidation, subdivision, reduction or return) of the issued capital of the Company, then the number of Performance Rights to which each holder of Performance Rights is entitled or the exercise price of the Performance Rights or both will be reconstructed in the manner required by the Listing Rules.

4. A Performance Right does not entitle a participant to participate in new issues of securities to holders of Shares, unless the Performance Right has been exercised and a Share has been issued or transferred to the Participant in respect of that Performance Right, before the record date for determining entitlements to securities under the new issue.

5. If the Company makes a bonus issue, the number of Shares over which a Performance Right is exercisable will be increased by the number of Shares which the holder of the Performance Right would have received if the Performance Right had been exercised before the record date for the bonus issue. The exercise price will not change.

6. If the Company makes a rights issue, the number of Shares over which a Performance Right is exercisable will not be increased by the number of Shares which the holder of the Performance Right would have received if the Performance Right had been exercised before the record date for the rights issue. The exercise price will also not change.

7. Any notice of exercise of a Performance Right received by the Company will be deemed to be a notice of the exercise of the Performance Right on the first business day after the date of receipt of the notice.

8. Shares provided to a Participant on the exercise of Performance Rights will be held on trust for that Participant by the Trustee for the duration of the restriction period (as determined by the Board) in accordance with the terms of the PRP and the trust deed to be established for the purposes of the PRP.

9. The Directors may alter, delete or add to the provisions of the PRP without obtaining the consent of Shareholders of the Company provided such alterations or deletions are consistent with the Listing Rules.

10. The rules of the PRP shall be construed in accordance with the laws of Western Australia and each Performance Right holder submits to the exclusive jurisdiction of the Courts of Western Australia.

A copy of the PRP will be sent free of charge to any Shareholder on request.

Notice of aNNual geNeral meetiNg aNd explaNatory StatemeNt | 12

explaNatory StatemeNt

Schedule 2

valuatioN Summary – performaNce rightS

The valuation undertaken for the purposes of valuing the Performance Rights proposed to be issued pursuant to Resolution 6 has been based on the Monte Carlo Simulation. Specifically, for the purpose of assessing the likelihood of the vesting conditions in relation to the different tranches of the Performance Rights being achieved, the Company has used the Monte Carlo simulation to calculate a series of possible market prices of Monaro Share between 1 December 2009 and 30 November 2010. With respect to the Monte Carlo simulation, the Company has undertaken a large number of trials (10,000) involving randomly generated numbers conforming to a defined lognormal distribution and have determined the likely Monaro Share price following each trial. The Company then compared the share prices estimated using the Monte Carlo simulation with the vesting condition attached to the Performance Rights to determine if the different tranches of the Performance Rights have vested. If the Performance Rights vested, the value of the Performance Rights is equal to the value of the shares at that point in time.

The Company notes that the value of an option or performance right comprises of two components as summarised below:

• intrinsic value, being the difference between the underlying share price and the exercise price; and

• time value of money, being the ability of the instrument holder to exercise the instrument at the end of its life.

In the case of the Performance Rights, as the intrinsic value is already equal to the value of the underlying shares, there is no value in the time value of the performance rights. It is noted that the fair market value[1] of an equity instrument cannot be greater than the value of the underlying instrument (i.e. Monaro Share).

In the valuation assessment of the Performance Rights the Company has incorporated the achievement of the performance hurdles over a period of 20 consecutives trading days as opposed to the achievement of the relevant hurdle share price on a one-off basis.

Exerciseprice	$0.00
Expiry date / Expected life	365 days from 1 December 2009
Volatility	110% - 130%
Risk free interest rate	5.3%
Dividendyield	0.0%

In the above table, the share price of $0.115 is based on the closing price of Shares traded on ASX on 21 October 2009 (the day prior to the date of the valuation).

Using the valuation derived above, the value of the financial benefit for the purposes of Resolution 6 is set out below:

Name of Related Party	Resolution	Performance Rights	Total Value
Mr Malone	6	1,000,000	$152 -$181

The low value of the Performance Rights is due to the very onerous vesting conditions to be achieved in a short period of time. Specifically, the following terms of the Performance Rights have a significant impact on their value:

• short vesting period (i.e. 1 year)

• onerous vesting conditions in relation to the share prices hurdles for the different tranches of Performance Rights; and

• the fact that vesting conditions are required to be achieved for a continuous period of 20 trading days.

The Company also notes that the value of the Performance Rights will be affected by the share price at granting date[2] . Monaro Shareholders are advised that future share market prices of Monaro Shares will change and can be affected by a number of internal and external factors, including:

• the development of the identified projects, which may be affected by normal project risks and risks associated with obtaining the required capital;

• the future performance, business strategy and risk profile of Monaro and its projects;

• the performance of the share market in general;

• exchange rates; and

• uranium prices.

The key assumptions are set out in the table below and the Performance Rights were valued as follows:

Indicative valuation of the Performance Right	$152 - $181
Assumptions:
Valuation date	22 October 2009
Grant date	30 November 2009
Shareprice	$0.115

If the share price of Monaro Shares at granting date will be materially different from the prevailing share price used in the Performance Rights valuation above, the valuation assessment of the Performance Rights will change.

• 1 Fair market value is defined as “the price that would be negotiated in an open and unrestricted market between a knowledgeable, willing but not anxious buyer and a knowledgeable, willing by not anxious seller acting at arm’s length”.

• 2 In accordance with the accounting standard, grant date is the date that the shareholders of Monaro approve the issue of the Performance Rights

13[ | moNaro miNiNg Nl ][abN 99 073 155 781]

Notice of NomiNatioN of auditor

to moNaro miNiNg Nl abN: 99 073 155 781

appoiNtmeNt of auditorS

Following the resignation of Grant Thornton NSW, subject to ASIC consent, I wish to nominate Grant Thornton Audit Pty Ltd as auditor of Monaro Mining NL at the forthcoming annual general meeting.

I request that a copy of this nomination is sent to all persons entitled to receive notice of the AGM and Grant Thornton Audit Pty Ltd.

This Notice is dated the 15th day of October 2009

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Signature of Shareholder

Notice of aNNual geNeral meetiNg aNd explaNatory StatemeNt | 14

corporate directory

directorS

Jim Malone (Chairman) Greg Barns (Non-Executive Director) Michael Duncan (Executive Director) Mart Rampe (Executive Director)

compaNy Secretary

Anne Adaley

regiStered office

Suite 705 Level 7 St Martins Tower 31 Market Street Sydney NSW 2000

T +61 2 9264 7344 F +61 2 9264 8933

E info@monaromining.com.au www.monaromining.com.au

Kyrgyz office

Zona Noblus LLC 85 Tynystanov Street Bishkek 720053 The Kyrgyz Republic

T +996 312 544 896 F +996 312 972 809

adr depoSitary baNK

JPMorgan Chase Bank N.A. Depositary Receipts Group 4 New York Plaza New York, NY 10004

Share regiStry

Registries Limited Level 7, 207 Kent Street Sydney NSW 2000

T +61 2 9290 9600 F +61 2 9297 0664

baNKer

Westpac Bank Level 31 275 Kent Street Sydney NSW 2000

Solicitor

Mark Edwards 4 Kangaroo Parade Yallingup WA 6282

auditor

Grant Thornton NSW Level 17 383 Kent Street Sydney NSW 2000

uSa office

StocK exchaNge liStiNgS

Uranium King Corporation Suite 106 2030N Forbes Boulevard Tucson 85745 Arizona USA T +1 520 88 44851 F +1 520 88 44781

Australian Securities Exchange ASX Code: MRO

Frankfurt Stock Exchange Xetra Code: MRH

United States of America OTC: MNOMY

Monaro Mining NL ABN 99 073 155 781

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YOUR VOTE IS IMPORTANT

FOR ALL ENQUIRIES CALL: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

FACSIMILE +61 2 9290 9655

ALL CORRESPONDENCE TO:

Registries Limited GPO Box 3993 Sydney NSW 2001 Australia

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 11.00 AM SATURDAY 28[th] NOVEMBER 2009

TO VOTE ONLINE

STEP 1 : VISIT www.registries.com.au/vote/monaroagm2009 STEP 2: Enter your holding/Investment type STEP 3: Enter your SRN/HIN and VAC:

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. 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 security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two 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 telephoning the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the 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.

(b) return both forms together in the same envelope.

STEP 3 Sign the Form

The form must be signed

In the spaces provided you must sign this form as follows:

Individual: This form is to be signed by the securityholder.

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

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 11.00 am on Monday, 3oth November 2009. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged using the reply paid envelope or:

BY MAIL Share Registry – Registries Limited, GPO Box 3993, Sydney NSW 2001 Australia

BY FAX + 61 2 9290 9655

IN PERSON Share Registry – Registries Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each 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 any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. 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.

Vote online at:

www.registries.com.au/vote/monaroagm2009 or turnover to complete the Form �

MONARO MINING NL

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STEP 1 - Appointment of Proxy

I/We being a member/s of Monaro Mining NL and entitled to attend and vote hereby appoint

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

If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

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 at the Annual General Meeting of Monaro Mining NL to be held at Grant Thornton, Level 17, 383 Kent Street, Sydney, NSW 2000 on Monday the 30th of November 2009 at 11.00am EST and at any adjournment of that meeting, to act 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.

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If the Chairman of the Meeting is appointed as your proxy or may be appointed by default, and you do not wish to direct your proxy how to vote in respect of a resolution, please mark this box. By marking this box, you acknowledge that the Chairman of the Meeting may vote as your proxy even if he has an interest in the outcome of the resolution and votes cast by the Chairman of the Meeting for those resolutions, other than as proxy holder, will be disregarded because of that interest. 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 the resolution and your votes will not be counted in calculating the required majority if a poll is called. The Chair intends to vote all undirected proxies in favour of the resolution.

STEP 2 - Voting directions to your Proxy – please mark � to indicate your directions

Ordinary Business	Ordinary Business		For	For	For	Against	Against	Abstain*
Resolution 1		Re-election of Mr Mart Rampe as director of the company
Resolution 2		Ratification of Previous Placement of 15,445,685 fully paid ordinary shares
Resolution 3		Authorise Placement Facility for issue of 23,443,203 fully paid ordinary shares
Resolution 4		Resignation and Appointment of Auditor
Resolution 5		Approval of Performance Rights Plan
Resolution 6		Issue of Performance Rights to Mr Jim Malone
Resolution 7		Adoption of remuneration report

In addition to the intentions advised above. The Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business.

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

STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
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Contact Name ……………………………….……..

Contact Daytime Telephone ………………………………….. Date / /2009