ABN: 99 073 155 781

Tel: +61 8 9322 3076 Fax: +61 8 9322 5116

Registered Office: PO Box 1393 West Porth WA 6872

NOTICE OF GENERAL MEETING

and

INFORMATION MEMORANDUM

and

PROXY FORM

Date of Meeting:	Wednesday 11 ^th January 2006
Time of Meeting: 10.00 am
	Place of Meeting: The Portside Centre, Veritas House, Level 5,
	207 Kent Street, Sydney, NSW 2000

The Notice of General Meeting, Information Memorandum and Proxy Form should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

MONARO MINING NL ACN: 073 155 781

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders of Monaro Mining NL ACN 073 155 781 ("Monaro" or "Company") will be held at The Portside Centre, Veritas House, Level 5, 207 Kent Street on Wednesday 11^th January 2006 at 10.00 am EST.

The Information Memorandum that accompanies and forms part of this Notice of Meeting describes the various matters to be considered.

Terms used in this Notice of Meeting will, unless the context otherwise requires, have the same meaning given to them in the Glossary of Terms as contained in the Information Memorandum.

AGENDA

ORDINARY BUSINESS

Resolution 1 – Approval of acquisition of relevant interests.

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

"That for the purposes of Listing Rule 11.1 and for all other purposes the shareholders approve the acquisition by the Company of the issued shares in Carbeck Pty Ltd upon and subject to the terms and conditions set out in the Information Memorandum"

Monaro will disregard any votes cast on this resolution by a person who might obtain a benefit if the resolution is passed (except a benefit solely in the capacity of a security holder) and an associate of that person. However, Monaro 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 directions on the proxy form, or it is cast by a 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.

Resolution 2 – Issue of securities.

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

"That pursuant to Listing Rule 7.1 and all other purposes, the Company approves the issue of the following securities to the vendors of the shares in Carbeck Pty Ltd as consideration for the acquisition of those shares:

1. the issue of 3.5 million fully paid ordinary shares credited as fully paid.
II. the issue of 3 million unlisted options each of which will confer the right to acquire one share at an exercise price of 40 cents per share on or before 30 June 2007.
III. the issue of 3 million unlisted options each of which will confer the right to acquire one share at an exercise price of 60 cents per share on or before 31 December 2008.

IV. the issue of 2 million fully paid ordinary shares upon grant of a mining licence and all mining and environmental and export approvals for a uranium mining operation on one of the projects held by Zona Noblus $LL\ddot{C}$ :"

Monaro will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit if the resolution is passed (except a benefit solely in the capacity of a security holder) and an associate of that person. However, Monaro 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 directions on the proxy form, or it is cast by a 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.

Resolution 3 – Issue of securities.

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

"That the directors of the Company be authorised to issue up to a further 3 million ordinary shares in the capital of the Company on terms set out in the Information Memorandum."

Resolution 4 – Incentive Option Scheme.

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

"That, for the purposes of ASX Listing Rule 7.2 (Exception 9) and for all other purposes, approval is given to the adoption of the employee incentive option scheme (Scheme) on the terms set out in the Scheme document as summarised in the Information Memorandum and to the issue of securities in accordance with such Scheme as an exception to Listing rule 7.1 of the Listing Rules of the Australian Stock Exchange Ltd".

Monaro will disregard any votes cast on this resolution by a Director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) or any associate of such directors. However, the Company need not disregard any vote by any such persons 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 a 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.

BY ORDER OF THE BOARD

June Ann Atling Company Secretary

DATED: 29 November 2005

Information Memorandum

This notice of General Meeting should be read in conjunction with the accompanying Information Memorandum which forms part of the Notice of 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 General Meeting will be as it appears in the Share Register at 5 pm EST on Monday 9 January 2006.

Proxies

A shareholder has the right to appoint a proxy, who need not be a member of the Company. If a shareholder is entitled to cast two or more votes they may appoint two proxies and may specify the proportion or number of votes each proxy is entitled to exercise. The Proxy Form must be deposited at the Company's Registered Office, Level 1, 87 Colin Street, West Perth, WA, or by facsimile to the Company on (08-9322-5116).

ACN: 073 155 781

INFORMATION MEMORANDUM

$\mathbf{1}$ . INTRODUCTION

This Information Memorandum has been prepared for the information of members of Monaro Mining NL ("Monaro" or "Company") in connection with the business to be conducted at the General Meeting of members to be held at The Portside Centre, Veritas House, Level 5, 207 Kent Street, Sydney NSW 2000 on Wednesday 11^th January 2006 at 10.00 am EST.

This Information Memorandum should be read in conjunction with the accompanying Notice of Meeting. The purpose of the Information Memorandum is to provide shareholders with information that the Board believes to be material to shareholders in deciding whether or not to approve the above resolutions.

RESOLUTION 1 - APPROVAL OF ACQUISITION OF RELEVANT $2.$ INTERESTS.

On 26 October 2005 the Company issued an announcement to the Australian Stock Exchange relating to the signing of an Agreement to Purchase ("the Agreement") the issued shares in Carbeck Pty Ltd. Carbeck Pty Ltd is the intended holding company for a company which holds five Prospecting Licences ("the Licences") in the Kyrgyz Republic which have been subjected to significant exploration effort, in some cases, uranium production, by operatives of the USSR. Since the date of that announcement Monaro has announced that another two licences have been added to the transaction, at no incremental cost to Monaro.

From reports translated to date, significant uranium mineralisation has been identified on all the Licences. Grades of 0.05%-0.17% have been documented in a variety of styles of mineralisation. Further assessment of previous exploration results is being undertaken to better understand the resource potential of the leases. Russian reserve numbers have been identified and the Company is currently assessing these to determine their relevance to the JORC Code.

The Licences are currently held by Zona Noblus LLC ("Zona Noblus") a company incorporated in the Kyrgyz Republic. It is a term of the Agreement that the shareholders in Zona Noblus transfer their shares to Carbeck Pty Ltd, a company incorporated in Australia. That process is currently underway and will be completed before the resolution contained in this Notice of Meeting is expected to be put to shareholders to vote on.

Terms of Agreement Concerning Sale of Carbeck Pty Ltd Securities

The Carbeck Pty Ltd Shareholders have agreed to sell all of the shares in Carbeck Pty Ltd to Monaro upon and subject to the terms and conditions of an agreement dated 25 October 2005 ("the Carbeck Agreement"), the material terms of which are as follows:

a) Monaro has until the 30 November 2005 to complete due diligence to its satisfaction;
b) Carbeck Pty Ltd and Zona Noblus should have negligible liabilities at the time of acquisition;
c) Monaro shall be responsible for maintaining the uranium licences held by Zona Noblus from the execution of this agreement until it advises that it will not proceed with completion because it is not satisfied with its due diligence investigations or because shareholder approval is not obtained;
d) Settlement shall take place on or before 31 December 2005 unless otherwise extended by mutual agreement;
e) The sale and purchase or the issue of securities is subject to approval by Monaro shareholders:
f) The consideration payable by Monaro shall be:
i. 3.5 million Monaro shares at settlement.
ii. 3 million unlisted options to acquire Monaro shares exercisable at 40 cents each on or before 30 June 2007.
iii. 3 million unlisted options to acquire Monaro shares exercisable at 60 cents each on or before 31 December 2008.
iv. 2 million Monaro shares to be issued on the granting of a mining licence and all mining, environmental and export approvals for a uranium mining operation on one of the projects.
v. The number of shares to be issued will be adjusted on reconstruction of Monaro's capital in accordance with ASX Listing Rules.
vi. Monaro will pay the vendors a 1% gross royalty on production, payable from when sales from mining operations exceed direct mine operating expenses and the cost of mine plant and infrastructure.

Other information about the assets of Zona Noblus appears at items 6, 7 and 8 of this Information Memorandum.

Annexure 1 contains an unaudited pro forma balance sheet and pro forma capital structure showing the effect of the proposed transaction on Monaro.

Annexure 2 sets out the Use of Funds Statement as appeared on page 8 of the prospectus issued by Monaro on 1 August 2005 adjusted and updated to reflect the effect of the proposed transaction on Monaro's anticipated use of funds.

RESOLUTION 2 - ISSUE OF SECURITIES 3.

Shareholder approval is sought to the issue of securities to give effect to the Carbeck Agreement. In accordance with Listing Rule 7.3, the following information is provided:

the maximum number of securities which may be issued to the Carbeck Pty Ltd $(a)$ Shareholders under the Carbeck Agreement is 5.5 million shares and 6 million unlisted options;
3.5 million of the shares are to be issued on settlement under the Carbeck (b) Agreement (scheduled for 31 December 2005);
3 million unlisted options expiring on 30 June 2007 are to be issued on $(c)$ settlement under the Carbeck Agreement.
3 million unlisted options expiring on 31 December 2008 are to be issued on $(d)$ settlement under the Carbeck Agreement.
2 million of the shares are to be issued on the grant of a mining licence and all $(e)$ mining, environmental and export approvals for a uranium mining operation on

one of the projects (i.e. the projects owned by Zona Noblus LLC). A waiver of Listing Rule 7.3.2 has been granted by the ASX to enable these shares to be issued later than 3 months but not more than 36 months after the shareholders meeting at which the issue is approved.

The shares and options to be issued as per clauses $(b)$ , $(c)$ and $(d)$ above will be $(f)$ issued within the three month period after the date of the meeting at which the issue is approved.
The terms and conditions of the options referred to in clauses (c) and (d) are set $\left( \mathfrak{g} \right)$ out in Annexure 3.
The names of the proposed allottees of the above shares and options are: $(h)$

Sergion Shestaev Avista Ltd Perseus Mining Ltd Talas Gold Pty Ltd Vetan Investments Limited Chateau Fiduciaire SA. Yaroslav Bandurak.

The above mentioned proposed allottees are unrelated parties to the company.

No funds will be raised by the allotment of the shares and options as the shares $(i)$ and options are to be issued in consideration of the acquisition of the shares in Carbeck Pty Ltd. If all the options are ultimately exercised, an amount of \$3 million will be raised.
Some or all of the securities may be treated as 'restricted securities' under the $(i)$ ASX Listing Rules and if so treated will therefore be subject to an escrow period of 12 months.

$\overline{4}$ . RESOLUTION 3 - ISSUE OF SECURITIES

$4.1$ Terms of Placement and Listing Rule Requirements

ASX Listing Rule 7.1 provides, in summary, that a listed company may not issue equity securities in any 12 month period which exceed 15% of the number of issued securities of the company held at the beginning of the 12 month period, except with the prior approval of members of the company in general meeting of the precise terms and conditions of the proposed issue.

The Company intends to make a placement of up to 3 million shares in order to raise further funds for its activities ("the Placement").

The number of Shares intended to be issued under the Placement will exceed the 15% threshold and, accordingly, the Company seeks member approval under ASX Listing Rule 7.1 to the issue of these securities. For the purpose of shareholder approval of the Placement under the Listing Rules, the following additional information is provided:

The Company will issue a maximum of 3 million Shares; $(a)$
The Company will issue the Shares no later than 3 months after the Meeting; (b)
$(c)$ the Shares will be issued at a price not less than 80 percent of the average market price of ordinary shares calculated over the last 5 days on which sales in the

Company's Shares were recorded before the day on which the Shares are issued or if a prospectus relating to the issue is issued, over the last 5 days on which sales in the Company's Shares were recorded before the date the prospectus is signed:

$(d)$ The Shares will be issued ordinary shares;
$(e)$ The funds raised by the issue will be used for ongoing exploration including funding of the Company's costs of exploration in Kyrgyz.
$(f)$ The Shares will be allotted progressively as and when application forms and subscription monies are received.
$\left( \mathbf{g} \right)$ The company is currently unaware of the potential allottees and has not yet decided upon the basis for selection.

4.2 ASX Quotation of Placement Shares

Application for official quotation of the Placement Shares issued under the Placement will be made by the Company in accordance with the Corporations Act and the Listing Rules.

No Participation by Directors in the Placement 4.3

None of the Directors will be participating in the placement.

$5.$ RESOLUTION 4 - SHARE OPTION SCHEME ("THE SCHEME")

Resolution 4 deals with the Company's Employee Share Option Scheme. The Company intends to implement an employee incentive option scheme. The Board of Directors considers that a share scheme, which enables officers and employees of the Company to join in the success of the Company, will enhance their efforts in working for the common good of all shareholders.

The Scheme is a method of creating an incentive for greater efforts by the Company's employees at no cash cost to the Company by granting options to acquire shares to selected employees and consultants. The option exercise price will be not less than the greater of 70 cents and the weighted average sale price of the Company's shares on the five business days preceding the grant of the options.

ASX Listing Rule 7.1 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.

The terms of the Scheme are set out in Annexure 4.

6. RECOMMENDATION

Your Directors unanimously recommend that shareholders vote in favour of the resolutions.

The Board of your Company recommends the Kyrgyz Republic uranium initiative as a unique opportunity to acquire advanced uranium projects with real opportunities to develop operating mines within relatively short time frames. It bases this view on observations that some of the Licences have previously supported mining operations, and that the geological structures and mineralised bodies are, in some cases, in advanced stages of delineation and assessment. When this is coupled with the strong uranium prices and the forecast shortage of mine supply for at least the next five years, we expect a favourable industry environment for developing new mines. Significantly, we expect that the permitting and approval process in the Kyrgyz Republic will not be as lengthy or onerous as it would be for an equivalent operation in Australia. This does not mean that the Company will adhere to anything less than World Class standards for a prospective project, but it is a reflection of the onerous and excessive regulatory regime that is in danger of strangling the mining industry in Australia, for no obvious benefit.

Specifically, the Board believes it is relevant to point out the following material features of the transaction:

i. Independent Transaction: the Carbeck Agreement is with third parties who are independent of the Company, its directors and officers.
ii. No Change of Control: there will be no change of control of the Company as the Company believes the seven vendor groups are not associated parties other than in relation to their holdings in Carbeck Pty Ltd. Their combined equity in the ordinary shares of the Company will be 18.9%, after the initial issue of Shares upon settlement occurring under the Carbeck Agreement.
iii. No Cash Payments: The Company is not obligated to make any upfront cash payments to the vendor pursuant to the Carbeck Agreement. All consideration is to be by way of shares and options, and a royalty.
No Contractual Expenditure Commitments: there are no expenditure iv. commitments associated with the Carbeck Agreement, other than the minimum expenditure commitments attached to the Licence conditions. These minimum expenditure commitments are expected to be approximately \$250,000 p.a. and well within the Company's ability to fund with its current cash balance. Note that this does not mean that the Board would not approve greater expenditure levels should initial work warrant escalation of work programmes.
100% Ownership of Licences: Monaro is achieving 100% ownership of the v. Licences, without having to deal with joint venture partners. This simplifies the operational and reporting side of the projects and leaves the option open to the Company to joint venture projects at a later date without excessive dilution or complication of the business venture.
vi. No Political Obstruction to Uranium Mining: Many companies in Australia are acquiring exploration licences for uranium not knowing when, if ever they will be able to develop resources. There is no negative sentiment towards uranium mining in the Kyrgyz Republic. A uranium project is to be treated similarly to other mining projects.
vii. Established Uranium Sector: Although there has not been any uranium mining in the Kyrgyz Republic in recent years, there is a uranium processing facility at Kara Balta which toll treated uranium-bearing liquors from nearby Kazakhstan, which is one of the top five uranium-producing countries in the World. There is

also an internationally accredited assay laboratory at the same facility. Thus the presence of an existing uranium sector and facilities will be beneficial to your Company in its endeavours.

Shareholders who are unable to attend the meeting are urged to complete the proxy form and return it to the Company's registered office, Level 1, 87 Colin Street, West Perth, WA 6005 (PO Box 1393, West Perth, WA 6872) or by facsimile to the company on (08-9322-5116) as soon as possible and, in any event, not later than 48 hours before the time appointed for holding the meeting.

7 BACKGROUND TO THE SELECTION PROCESS

$7.1$ Selection of Licences Based on Favourable Assessment of Geology and Politics

Directors of the Company have reviewed a number of opportunities both locally and overseas and have made a strategic decision to acquire uranium projects which have a high potential for development. This decision is based on a desire to expand the current portfolio of projects in line with pronouncements made in the Prospectus. The anticipated expenditure commitment on the acquisition and evaluation of the Licences falls within the parameters of the existing budgets.

Given the intense political debate surrounding uranium mining in Australia, with a number of State Governments committed to blocking any developments, the Directors of the Company believe it essential that, in order to maximise the opportunities offered by the current strong uranium price, its uranium projects should be in a jurisdiction where there are no impediments to rapid evaluation and development of resources.

The Licences were selected after an extensive evaluation of uranium opportunities both in Australia and abroad, taking into account both geopolitical risk and geological prospectivity. Central Asia, including the Kyrgyz Republic, was selected as one of the most favourable regions in the world to be exploring and developing uranium projects (Figure 1). Central Asia was the main source of Soviet uranium production for many decades and the location of some of its most sophisticated In-Situ Leaching ("ISL") projects. Unlike Australia, there is no governmental resistance to the mining and processing of uranium ores. Any deposits of commercial significance will probably be able to be developed and commissioned in a much shorter time frame than would be possible in the heavily regulated Australian market.

The Kyrgyz Republic was the source of the first uranium mined in the USSR, commencing in the late 1930s and continuing until the 1970s. All of this activity was prior to the development of ISL techniques and involved conventional mining and milling methods. Mining ceased when the focus of the USSR uranium production shifted to sandstone hosted, ISL amenable deposits in Kazakhstan and Uzbekistan.

$7.2$ Availability of Uranium Specific Infrastructure

The presence of the Kara Balta uranium processing facility, and associated assay laboratories in the Kyrgyz Republic, testify as to the availability of uranium specific infrastructure which will be of material assistance to operators in that country. The attractiveness of the Kyrgyz Republic to Australian resource companies has been recently demonstrated by the agreement between Santos Limited and Caspian Oil and Gas Limited, whereby Santos has agreed to spend US\$28m to earn an 80% equity in a number of oil exploration licences. Other Australian companies exploring and developing assets in the Kyrgyz Republic include Central Asian Gold Ltd and Perseus Mining Ltd.

7.3 Favourable Government Policy Announcements

The new Prime Minister of the Kyrgyz Republic, Felix Kulov, has recently announced new Government policies designed to promote;

i. fast economic growth; and
ij. an effective, non corrupted free market economy.

The Government is committed to creating a more favourable investment climate by eliminating excessive state regulations and procedures which could otherwise impede efficient business practices. A concerted effort is to be made to eliminate contradictions in the regulatory processes and procedures particularly where they could give rise to corruption in their operation.

Figure 1: Location of Kyrgyz Republic in Central Asia

OVERVIEW OF PROJECTS 8

Prospecting Licences to be acquired by Monaro Mining NL 8.1

Monaro is to acquire a 100% interest in the following granted Prospecting Licences, through the acquisition of shares in Carbeck Pty Ltd. The following comments provide an overview of the licences. Information detailed in this section has been acquired from the reports referred to in Appendix B to the Information Memorandum. The location of these licences is illustrated in Figures 2 and 3.

Figure 2: Geographic Setting for Licences to be acquired by Monaro Mining NL

Each Licence has an initial life of two years, after which it is expected that 20% of the Licence will be relinquished before it is renewed. The first five Licences were granted in February 2005, and another two were granted in October 2005. The expenditure commitments are set at US\$50/km², requiring minimum expenditure of approximately A\$250,000 p.a. to maintain the Licences in good standing. The Licences are currently held in the name of Zona Noblus LLC, a Kyrgyz Republic incorporated company. Zona Noblus LLC will continue to be the registered holder of the Licences and will be the main operating company in the Kyrgyz Republic.

Figure 3: Regional Geological Setting for Licences to be acquired by Monaro Mining NL

Project Descriptions. 8.2

8.2.1 Aramsu (Figure 4).

Location and Logistics

The total area of the Aramsu Licence is $756 \text{ km}^2$ . It is in an easily accessible location only several kilometres from a sealed road, and approximately three hours drive from Bishkek, the main city and capital of the Kyrgyz Republic. High voltage power lines pass through the central part of the licence.

The Aramsu licence is located in the Jaihyl region of the Kyrgyz Republic. The altitude varies from 2,400m to 3,800m and is typical of alpine relief. Exploration in winter months may be hampered by snow but otherwise access is considered good.

Previous Exploration

Initial exploration for uranium commenced in 1952 with a survey for uranium mineralisation. In 1960, exploration works included a geological survey on a scale of 1:5,000 and radiometric searches were conducted at a scale of 1:2,000. At one prospect, an Adit was excavated to extract uranium mineralisation from depths of 50-70m below surface and this provided positive results. (See sampling results for Adit 1 - Table 2, Appendix A). This was followed by the discovery and evaluation of a second mineralised zone nearby.

Subsequent exploration for uranium was conducted by the First Head Geological Exploration Department in the 1960s, including sampling, trenching, excavation of adits and drilling at a number of prospects scattered throughout the licence area. Drilling data for one project area recorded 28 intersections into a tabular body with a true width of 2.6-3.7m, dipping 40-60 degrees. The average grade of the mineralisation was calculated to be 0.167% $U_3O_8$ with a higher grade core carrying a grade of 0.189% $U_3O_8$ . The cut-off grade on the boundary of the mineralised zone was $0.03\%$ U₃O₈. A minimum width of 1m was applied to the calculations. Metallurgical test work returned 93% recovery with oxide leaching and 91.4% recovery with carbonate leaching (over one hour).

Figure 4: Aramsu Project

The uranium mineralisation appears to be concentrated within a zone of silicate veinlets hosted by a breccia which is located at a granite-sediment contact zone. The uranium is disseminated throughout this zone and is associated with a number of sulphide minerals. Recorded uranium mineralisation includes pitchblende and curite and other mineralisation types include pyrite and chalcopyrite.

Only a small area of the licence was systematically explored. Untested strike extension of the abovementioned body remains to be evaluated. The licence is considered to have high potential for additional uranium mineralisation at attractive grades. See Appendix A for examples of sampling results that show typical grades and widths.

8.2.2 Naryn (Figure 5).

Location and Logistics

The Naryn Licences comprises an area of 520 $km^2$ . It is located in the territory of Aksy and Nooken districts in the Jalalabad region of the Kyrgyz Republic. It is in an easily accessible location with access via gravel roads that were constructed at the time of underground mining on the licence in the late 1960s, though access can be restricted in poor winter weather. Sealed roads exist elsewhere on the Licence. High voltage power lines traverse the licence in a number of places.

The Licence topography comprises middle-height and low mountain relief ranging from 800m to 2,000m. The mountains are dissected by river gorges that can range from 300m to 600m in depth. The climate is described as continental with the main part of the Licence comprising dry steppes and semi-deserts, with very hot summers and moderately cold winters.

There are several settlements within the Licence area with the largest being the towns of Tashkumyr and Kyzyl-Jar. The main economic activity is irrigated farming in the Naryn River Valley. Coal mining activity has been conducted in the past, but is now not operational.

Figure 5: Sumsar and Naryn Project Areas

Previous Exploration and Production

This licence covers the most prospective part of the Northern Fergana uranium province. Geological studies in the 1940s and 1950s identified uranium mineralisation within the limits of the Mesozoic Era formations. Uranium mineralisation was identified in Middle Jurassic sandstones, with assays ranging from 0.002% to 0.285% $U_3O_8$ in widths of 0.1-1.2m and, over strike lengths of 50-150m.

The Shing uranium deposit was opened in 1953 by the High Mountain Expedition (VSEGEI) and explored in detail. Exploration of the Balapan Prospect was conducted by the Bozbutan Prospecting Group in 1954, including drilling, but at the time it was considered to be of little commercial value. Grades in sandstone horizons varied up to $0.06\%$ U₃O₈ over an average width of 0.84m, and over a 2,000m strike length.

The focus of exploration then shifted to uranium-vanadate styles of mineralisation similar to those mined in the Mailisu uranium mines, elsewhere in the Fergana Basin. Mineralisation was identified in two Eocene limestone beds of the Mailisu Type (the Mailisu Uranium Field, not on this Licence, produced 3,362 tonnes of $U_3O_8$ at an average grade of 0.089% $U_3O_8$ in the 1940s to 1960s). In the late 1960s underground mining was conducted on the limestone beds within the Naryn Licence. Mining ceased when large open pittable uranium deposits were found in neighbouring Uzbekistan and the focus of USSR uranium production moved to that location. Small tonnages of uranium remain in situ with three locations recording grades of $0.82\%$ U₃O₈, 0.057% U₃O₈ and 0.096% U₃O₈.

At the time that mining ceased the In-Situ Leaching Method (ISL) of uranium extraction had not been developed to a commercial status. There is a possibility that ISL methods could be used on the Naryn limestone bodies, subject to extensive testwork and favourable geological units.

The limestone beds that host the uranium have been mapped on surface over a strike length of 27 km. The main uranium minerals identified within these beds include pitchblende and uranium vanadate.

8.2.3 Sumsar (Figure 5).

Location and Logistics

The Sumsar Licence covers an area of 392 km². It is located in the Ala-Buka region of the Jalalabat oblast of the Kyrgyz Republic. The region features high mountains up to an altitude of 2,400m. A continental climate is experienced. Summers are hot and dry and snowfalls are experienced in winter. There is a well developed network of sealed roads with lesser quality gravel roads.

Previous Exploration

This licence offers potential for Hollander-type (limestone hosted) uranium mineralisation. The limestone beds within the Sumsar Licence demonstrate high porosity and permeability with strong mineral content including uranium mineralisation. Mineralisation of this type was mined in the 1950s on the Licence by divisions of Leningrad MChp, but detailed records have not yet been obtained. The beds have returned assay values ranging from $0.077\%$ U₃O₈ to $0.165\%$ U₃O₈

At the Shakoptar prospect, uranium mineralisation is associated with limestone features carrying carnotite-tyuvamunite minerals. The beds have widths of 0.1-2.5m and uranium assays up to 0.1% $U_3O_8$ have been recorded. Up to 20 lenses were sampled for an average width of 0.65m and an average grade of 0.77% $U_3O_8$ . In 1951-1958, the prospect was drilled and limited mining took place but the records have not yet been acquired.

Other interesting prospects include; Ten'ga, where minor uranium minerals were found in association with an intrusive; Chonkal, where hydrothermally altered porphyries were sampled over widths of 1-10m, for assays that averaged 0.09% $U_3O_8$ and up to 0.719% $U_3O_8$ ; and Yangak-Sa, where samples assayed 0.01%-0.08% $U_3O_8$ in mineralisation associated with granites.

8.2.4 Sogul (Figure 6).

Location and Logistics

The total area of the Sogul Licence is $683 \text{ km}^2$ . It is located in the Batken and Lailak districts of the Kyrgyz Republic. The Tohtabuz Mountains dominate the Licence with altitudes ranging from 1,800m to 2,590m. Zones of lower foothills include the south west ridges of the Karatau Mountains and the Djamangul Mountains with altitudes of 500-1,500m.

A continental climate is experienced with hot, dry summers and minor snow falls in the winters. Field work can be conducted by exploration crews for 10 months of the year. Agriculture comprises the main land use on the licence. There is little industry to speak of though there is a brown coal deposit and sources of non-metallic raw materials. Most roads are unsealed and are passable year-round.

Previous Exploration

This licence hosts mineralisation similar to that found in deposits in neighbouring Uzbekistan (Koscheka, Djantuar, Rudnoe, Altyntau, and Novoe). The mineralisation is hosted by siliceous black shales typically containing pitchblende and uranyl-vanadate-phosphates. Average grades vary from $0.06\%$ U₃O₈ to $0.132\%$ U₃O₈. Anomalous amounts of molybdenum, vanadium, yttrium and gold have also been assayed.

The Koktobinskoe Prospect was first explored in 1956, and features mineralised clays which have been mapped over a 6km aerial extent. A second style of mineralisation is associated with limestone. A series of trenches were excavated at 20m spacings, exposing mineralised widths of from 0.1m to 1m, carrying low grade assay values but peaking at 0.097% $U_3O_8$ . The main mineralisation types identified were carnotite and some uranium vanadate.

In 1956, a number of trenches and pits were excavated on other locations with widths reaching 10m and grades ranged from $0.01-0.1\%$ U₃O₈. At a prospect named Arpapaya, a different style of mineralisation was identified, in siliceous rocks, but only limited work has been carried out to date. Other prospects that provided interesting results requiring follow-up work include Chirakty, Akbulak, Murgun and Lailak.

It has been reported that a body of mineralisation was drilled on a 40m x 80m pattern in the 1980s, but there is only limited information available at this stage. Data as to grades and potential tonnages are currently still being accessed. There is also potential for sandstone-style uranium mineralisation that contains pitchblende and coffinite. This style of mineralisation, found in neighbouring Kazakhstan, frequently has grades ranging from 0.026% to 0.18% $U_3O_8$ in beds that are found at depths of 50-600m.

Figure 6: Sogul Project Area

8.2.5 Utor (Figure 7).

Location and Logistics

The Utor Licences comprises an area of 936 $km^2$ . It is located in the territory of Choy, Kochkor and Naryn oblasts of the Kyrgyz Republic.

The Licence topography is dominated by the central part of the Kyrgyz Ridge with altitudes up to 4,500m. Permafrost starts above 3,000m. The southern slope is steep and partitioned by short cross ravines and rivers where altitudes are in the range of 1,200-1,400m. A continental climate is experienced. The northern slopes host conifer forests from 1,800m to 2,600m, and above this low alpine grass predominates the vegetation.

Previous Exploration

Mineralisation on the Licence hosts a variety of metals, whilst uranium mineralisation has been found in the hydrothermally altered Torsuysk sandstones of Devonian age. Small deposits have been identified at the Atdjayloo 1, Atdjayloo 2 and Utor-Tuyuk. Prospects, in sandstone beds 20m thick, have been mapped intermittently over a 10km strike length. Uranium mineralisation is found in lenses varying in width from 1-2m to 10-12m, in three zones.

Atdjayloo 1 was first tested in 1947, and then further explored from 1948 to 1952 at surface and via adits. The uranium mineralisation is typically found in 10m thick sandstones with inter-bedded siltstones. Two mineralised irregular lenses with widths of 4-6m are located in conformity with the strike and dip of the sandstone hosts rocks. A large number of mineralised structures were sampled over a 1,900m strike length, and some of these were sampled from adits to a vertical depth of 300m. A maximum width of 18m was recorded but most of the structures were relatively narrow. The assays ranged from 0.01% to 0.08% $U_3O_8$ but only rarely were the higher grades achieved. However, drilling of enriched zones did return assays in excess of 1% $U_3O_8$ with the highest recorded assay to date being 2.14% $U_3O_8$ . The main uranium ore type is pitchblende.

At the Pytiy Prospect at Utor, narrow sandstone structures have returned samples from trenching of 0.03-0.15% $U_3O_8$ in one location and 0.044% to 0.153% $U_3O_8$ from another.

The Utor-Tuyuk Prospect was first tested in 1949. A number of narrow mineralised structures were identified over a 300m strike length, returning sample assays of 0.02% to 0.04% $U_3O_8$ but these grades were not considered attractive at the time. The Bezimyanniy, Arkese and Tor prospects also retuned positive sampling results but these were not pursued either.

Figure 7: Utor Project Area

8.2.6 Djurasay and Hodjaachkan Licences (Figures 2 & 3)

These licences are located in the south-western part of the Kyrgyz Republic. Whilst information is still being compiled and translated, both licences are known to cover areas prospective for uranium mineralisation. The Diurasay Licence covers an area of 386 $\text{km}^2$ , whereas the Hodjaachkan covers an area of $776 \text{ km}^2$ . Information regarding these licences will be made available as soon as practicable.

9. Russian Reserve Table

The Company has received a translation of a Russian Reserve Table, giving C1, C2 and P1 figures for the Aramsu, Naryn and Utor Licences, totalling 2,187 tonnes of $U_3O_8$ as presented in Table 1. The C1 and C2 component totals 960 tonnes at grades ranging from 0.09% to $0.43\%$ U₃O₈. There is no grade attached to the P1 tonnage.

It should be noted that the Russian Reserves are not recognised as being adequate for the JORC Code standards and further work is required before a determination can be made. The Company is continuing to source and translate a large number of reports completed by USSR geological and engineering departments over the next three months and then commencing in the March Quarter of 2006, it will carry out field work that will comprise confirmatory sampling, drilling and metallurgical test work. However, there is no guarantee that this work will enable the calculation of JORC Code compliant mineral resources.

Notwithstanding the qualifications, the reports reviewed to date provide details of extensive exploration and sampling programs comprising surveys, sampling, trenching, excavation of adits, drilling and in some cases mining activities. The Company is confident that it has a number of serious uranium projects to evaluate upon completion of the acquisition process.

Licence	Deposit		C1		C2		P1	Reference
		Ore	Uranium	Ore	Uranium	Ore	Uranium
		(tonnes)	$(U_3O_8t)$	(tonnes)	$(U_3O_8t)$	(tonnes)	$(U_3O_8t)$
Aramsu	Aramsu	155,700	294.2	40.3	31.7	n/a	n/a	Plehanov V. N., Bardin Yu. G., Kabardin L.L., Kabo V.A., Kuznecov I.M., Plehanova E.S., Yavorskih A.E. Report by Susamyr party on exploration works carried out on Aramsu uranium field in 1960-62. First head geological exploration department. Frunze town, 1963
Utor	Atdzgayloo Π	n/a	n/a	n/a	70	n/a	n/a	Karpachev B.M. Memo about uranium resources in the north part of Kyrgyz Republic
Utor	Utor-Tuyuk	**	n/a	n/a	$72.5**$	n/a	1227.5	** $C1+C2$ Bolotov A.M., Unanov G.A., Zaharov I.L., Popov M.V., Novojilov F.M. Report by Utortuyuk prospecting-exploration party on the works in 1952-1953. Kyrgyz Geological department. Frunze; Karpachev B.M. Memo about uranium resources in the north part of Kyrgyz Republic
Naryn	Mailisu	689,500	491.5					Efficient calculation of reserves of Mailisu field. Head Department for Mining Equipment, 1959
Total	Tonnes	842,200	785.7	40,300	174.2		1,227.5
Av. Grade	% $U_3O_8$	0.09%		0.43%

Table - Russian Reserves in Zona Noblus LLC Licences according to USSR Methodology

It should be noted that the Russian Reserves are not recognised as being adequate for the JORC Code standards and further work is required before a determination can be made. The Company is continuing to source and translate a large number of reports completed by USSR geological and engineering departments over the next three months, and then, commencing in the March quarter of 2006, it will carry out field work that will comprise confirmatory sampling, drilling and metallurgical test work. However, there is no guarantee that this work will enable the calculation of JORC Code compliant mineral resources.

Appendix A.

Examples of Detailed Sampling at Surface, in Trenches and in Adits on the Aramsu Licence

Excavation	Sample	Uranium Grade %	Width, m

1.Trench No2	136	0.033	0.50
	135 134	0.035 0.063	0.50 1.00
	133	0.222	0.30
	132	0.760	0.60
Total width,m			2.90
Average grade, %		0.214

2. Trench No 22	73 a	0.41	1.00
	$\overline{72a}$	0.059	1.00
	71a $70\ \rm{a}$	0.043 0.043	1.00 1.00
Total width,m			4.0
Average grade, %		0.046

3. Trench № 28	79	0.039	1.00
Total width,m			1.00
Average grade, %		0.039
4.Trench No 3	141	0.033	0.60
	140	0.059	1.00
	139	0.049	0.80
	138	0.041	0.30
	144	0.059	0.60
Total width,m			3.30
Average grade, %		0.050
5. Adit № 13	725	0.094	1.00
	726	0.044	0.95
	727	0.078	0.50
	$\overline{728}$	0.341	0.50
	$\overline{729}$	0.805	1.00
	730	0.129	0.75
	731 732	0.149 0.108	0.50 0.50
	733	0.132	1.00
	734	0.096	0.75
	735	0.282	0.75
	736	0.260	0.75
	737	0.206	1.00
	738	0.254	1.00 0.75
	739 740	0.172 0.030	0.75
	701	0.045	0.65
	702	0.100	0.85
	703	0.082	1.00
	704	0.148	0.50
	705	0.236	1.00
	706	0.047	0.70
	707 708	0.111 0.164	0.55 1.00
	709	0.170	1.00
	710	0.223	0.50
	711	0.254	0.50
	712	0.260	1.00
	713	0.174	0.50

Table 1. Aramsu Deposit - Selective Surface Sampling Results

	714	0.220	0.50
	715	0.280	1.00
	716	0.169	0.75
	717	0.073	0.80
Total width,m			25.25
Average grade, %		0.186
6.Adit No 12	577	0.065	0.60
	578 a	0.046	0.85
	585	0.036	1.00
	586	0.039	1.00
Total width,m			3.45
Average grade, %		0.044
7. Adit No11	560	0.040	1.00
	561	0.030	1.00
	562	0.079	0.50
	563	0.040	1.00
	568	0.051	1.00
	569	0.049	1.00
	570	0.030	0.50
	571	0.377	1.00
	572	0.049	0,75
Total width,m			7.75
Average grade, %		0.088
8. Adit No 16	749	0.072	1.00
Total width,m			1.00
Average grade, %		0.072

Methodology: Sampling on the trenches and adits are based on samples measuring $5x10$
cm, over lengths of 0.3 to 1m.

Excavation	Sample	Uranium Grade %	Width, m

1.Drift № 1	183	0.036	0.50
	184	0.035	0.90
	185	0.070	0.70
Total width,m			2.10
Average grade, %		0.047
2.Drift № 1, inset №3	215	0.040	0.50
	216	0.069	1.00
	217	0.140	1.00
	218	0.063	1.00
	219	0.098	1.00
	227	0.121	1.00
	228	0.090	1.00
	229	0.067	0.75
	221	0.038	1.00
	222	0.066	1.00
	223	0.192	1.00
	224	0.078	1.00
	225	0.073	1.00
	226	0.593	0.50
	234	0.322	0.50
	235	0.187	1.00
	236	0.405	0.60
	237	0.131	0.60
	238	0.206	0.20
	239	0.036	0,20
Total width,m			15.85
Average grade, %		0.133

Table 2. Aramsu Deposit - Sampling Results from Adit 1

3.Drift No1	321	0.018	1.00
	322	0.016	1.00
	246	0.020	1.00
	247	0.061	1.00
	$\overline{248}$	0.080	1.00
	249	0.192	0.50
	250	0.035	0.70
	262	0.118	0.30
	263	0.059	0.50
	251	0.862	1.00
	252	0.043	0.80
	253	0.042	0.30
	254	0.428	0.60
	255	0.079	0.30
	256 257	0.023 0.258	0.45 0.50
	258	0.266	0.50
	259	0.322	0.50
	264	0.337	0.50
Total width,m			12.45
Average grade, %		0.174

4. Drift No1, inset No 4	298	0.035	0.20
	299	0.097	0.30
	300	0.039	0.25
	301	0.214	0.25
	302 303	0.328 0.184	1.00 $\overline{1.00}$
	304	0.142	1.00
	305	0.120	1.00
	292	0.040	0.70
	293	0.162	0.50
	294	$0.410^{x}$	0.40
	295	0.410	0.30
	296	0.110	1.00
	297	0.293	1.00
	308	0.156	0.40
	309 310	0.029 0.075	1.00 0.30
Total width,m			10.60
Average grade, %		0.168

5. Drift Ne1, inset Ne6	333	0.107	0.50
	334	0.220	0.40
	331	0.013	0.70
	330	0.009	0.60
Total width,m			2.20
Average grade, %		0.071
	353	0.047	0.40
6. Drift №1, inset № 10×	354	0.052	0.50
	355	0.071	0.50
Total width,m			1.40
Average grade, %		0.058

Excavation	Sample	Uranium Grade %	Width, m

1.Drift No 1,	478	0.034	0.80
	476	0.116	0.70
	477	0.037	0.70
Total width,m			2.20
Average grade, %		0.061
2. Drift №1, inset № 3	465	0.033	0.70
	466	0.164	0.50
	455	0.033	0.80
	456	0.116	0.75
	457	0.111	0.60
	458	0.049	$1.00\,$
Total width,m			4.35
Average grade, %		0.077

3. Drift No1, inset No1	435	0.040	0.50
	436 437	0.973 0.082	1.00 0.50
	438	0.634	0.50
	439	0.360	0.50
	440	0.310	0.50
	441	0.108	$1.00\,$
	450	0.009	1.00
	451	0.045	1.00
	429	0.027	0.50
	430	0.397	0, 50
	431	1.346	0.70
	432 452	0.976 0,107	0.50 0.50
	453	0.012	0.50
	454	0.021	0.80
	446	1.098	0.70
	447	0.105	1.00
Total width,m			12.20
Average grade, %		0.364
4. Drift No1, Adit No2	413	0.020	0.50 ^x
	412	0.020	0.50 ^x
	416	0.004	$0.50^{x}$
	415	0.005	$0.50^{x}$
	401	0.131	0.50
	400	0.080	0.50
	399	0.019	0.50
	398	0.150	0.50
	394	0.110	0.85
	393	0.040	0.50 5.35
Total width,m Average grade, %		0.062

5.Drift Ne2, inset Ne1	423	0.026	$0.25^{x}$
	422	0.160	0.75
Total width,m			1.00
Average grade, %		0.126
	492	0.280	0.70
6. Drift No2, inset No 5	493	0.303	0.50
	474	0.020	0.40
	475	0.028	0.80
Total width,m			2.40
Average grade, %		0.158

Table 3. Aramsu Deposit - Sampling Results from Adit 2

Appendix B

	References – List of Reports Translated from Russian – October 2005
	Aramsu Licence
$\mathbf{1}$	Plehanov V. N., Bardin Yu. G., Kabardin L.L., Kabo V.A., Kuznecov I.M., Plehanova E.S., Yavorskih
	A.E. Report by Susamyr Party on Exploration Works Carried Out on Aramsu Uranium Field in 1960-62.
	First Head Geological Exploration Department. Frunze town, 1963
$\overline{2}$	Kazakov M.M., Brunberg N.M. Report On Summarization Of Materials On Uranium Bearing Capacity Of
	The North Kyrgyzstan as of 1/1 - 1967. Geology Department of Kyrgyz SSR. Frunze town, 1967
	Hodjaachkan and Djurasay Licences
3	Vidyakin N.S., Kotelnikov A. V., Sitnikov D.P. Report by Hodja-Achkanskaya Geological-Exploration
	Party of Isfara GEE. Isfara town, 1958
4	Ostapenko S.P. Report On The Work Of Kochkor Brigade Of Central-Revision Party for 1947. Kyrgyz
	Geological Department. Frunze town.
$\overline{5}$	Ilyinskiy G.A., Perchuk L.L., Shinkarev N.F., Tsenter I. Ya. Intrusive Systems Of Western Part Of The
	Northern Slope Of Alay Mountain Range And Their Mineralization. Department For Geology And
	Protection Of Subsoil Under The Council of Ministers of Kyrgyz SSR. Frunze town, 1960
6	Berezanskiy A.V. Geological Structure And Minerals In The Interfluve Of Isfara-Soh. South Kyrgyz
	Geological Expedition. Osh town, 1992.
$\overline{\tau}$	Vidyakin N.S., Kotelnikov A.V., Sitnikov D.P. Report by Hodja-Achkanskaya Geological Exploration
	Party Of Isfara GEE. Department For Geology And Protection Of Subsoil Under The Council of Ministers
	of Tajik SSR. Isfara town, 1958 (volume 2).
	Naryn Licence
8	Efficient Calculation Of Reserves Of Maili-Sai Field. Head Department for Mining Equipment.
	Sogul Licence
9.	Kazakova M.M., Brunberg N. M. Summarization Report On Materials For Uranium Bearing Capacity Of
	South Kyrgyzstan Territory as per I/I - 1969. Department for Geology of Kyrgyz SSR.
10	Abdrisaev D.A., Bulakov M.F., Pashenko G.I., Storgova M.K. Report By The Department For Geology And Protection Of Subsoil Under The Council Of Ministers Of Kyrgyz SSR On Large Search For Uranium
	Fields, 1959. Department for Geology And Protection Of Subsoil Under The Council Of Ministers Of
	Kyrgyz SSR. Frunze.
	Sumsar Licence
11	Kazakova M.M., Brunberg N. M. Summarization Report On Materials For Uranium Bearing Capacity Of
	South Kyrgyzstan Territory as per I/I - 1969. Department for Geology of Kyrgyz SSR.
	Utor Licence
12	Bolotov A.M., Unanov G.A., Zaharov I.L., Popov M.V., Novojilov F.M. Report by Utortuyuk Prospecting
	Exploration Party On The Works in 1952-1953. Kyrgyz Geological Department. Frunze town, 1954
	Mailisu Area (not on licences being acquired)
13	Pospelova V.V., Pokrovskaya V.I. Geological Structure, Exploration Methods And Results Of Production
	Within The Mine No.6 Of Maili-Su Field.
$\overline{14}$	Popov A. D., Sviridova Z. A. Industrial Report On The Work Of Mine No.6 For 1963 - 1965. Head
	Department For Mining Equipment. Mining Plant No.5 Maili-Sai Town, 1965.
$\overline{15}$	Pospelova V. Short Summaries Of Exploration And Exploitation Of Mines Of Maili-Su Field. First Head
	Department, Western Ore-Treatment Plant, Maili-Sai town, 1968
16	Kologreeva N. P., Kulibaba L.A. and others. Geological Structure, Exploration Methods And Results Of
	Production Within The Mine No.3 Of Maili-Su Field.
17	Homentovskiy B. N., Kulibaba L.A. Geological Structure, Exploration Methods And Results Of
	Production Within The Mine No.1 Of Maili-Su Field.
18	Popov A. D., Neimisheva E. N., Ganin F. K., Shigapov N.K. Informative Report On Results Of Works Of
	The Geology-Exploration Party No. 15 as per 1958.

COMPETENT PERSON STATEMENT

Information in this report as it pertains to the licences being acquired by the Company is based on, and accurately reflects, information compiled by Mr Mart Rampe, who is a member of the Australasian Institute of Mining and Metallurgy. Mr Rampe is an Executive Director of Monaro Mining NL and has the relevant experience in relation to the style and types of mineralisation being reported upon to qualify as a Competent Person as defined in the December 2004 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mart Rampe consents to the inclusion of this information in the form and context in which it appears in this report.

10. CORPORATE STRUCTURE AFTER ACQUISITION OF THE LICENCES

$11.$ GLOSSARY OF TERMS

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

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

"ASX" means Australian Stock Exchange Limited.

"Carbeck Agreement" means the agreement whereby the Company is to purchase all the issued shares in Carbeck Pty Ltd which is described in paragraph 2 of this Information Memorandum.

"Company" means Monaro Mining NL ACN 073 155 781.

"Business Day" has the meaning ascribed to that term in the Listing Rules.

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

"Listing Rules" means the listing rules of ASX.

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

"MRO" means Monaro Mining NL ACN 073 155 781.

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

"Option" means an option to subscribe for Shares as set out in the terms set out in Annexure 3 to this Information Memorandum.

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

"Security" means a fully paid ordinary share or an option to acquire an ordinary fully paid share in the capital of the Company.

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

Annexure 1

Unaudited pro forma balance sheet and pro forma capital structure showing the effect of the proposed transaction on Monaro.

Set out below, for the purposes of illustration only, is a pro-forma balance sheet and proforma capital structure of the Company after taking into account the proposed purchase of the issued shares in Carbeck Pty Ltd. The preliminary balance sheet as at 15 November 2005 (unaudited) shown in the table below has been prepared on the basis of the accounting policies normally adopted by the Company and reflects the changes to its financial position on the assumption that the purchase is effected subject to shareholder approval and subject to the terms and conditions in the Agreement set out in the Information Memorandum of this Notice of Meeting.

	Note	Unaudited Company 15 November 2005 S	Pro-forma Unaudited 15 November 2005 S
Current Assets
Cash assets		2,619,588	2,619,588
Other		3,339	3,339
Total Current Assets		2,622,927	2,622,927
Non Current Assets
Other Financial Assets		40,000	3,673,000
Property Plant & Equipment		11,010	11,010
Total Non Current Assets		51,010	3,684,010
Total Assets		2,673,937	6,306,937
Current Liabilities
Trade and other payables		1,811	1,811
Total Current Liabilities		1,811	1,811
Total Liabilities		1,811	1,811
Net Assets		2,672,126	6,305,126
Equity
Issued Capital	$\overline{2}$	2,751,154	4,767,154
Reserves	3		1,617,000
Accumulated losses		(79, 028)	(79, 028)
Total Equity		2,672,126	6,305,126

Actual and Proposed Transactions to Arrive at Pro-forma Unaudited Balance Sheet

Actual and proposed transactions adjusting the 15 November 2005 Balance Sheet of Monaro Mining NL (subject to shareholder approval) in the unaudited pro-forma Balance Sheet of Monaro Mining NL are as follows:

The issue of 3,500,000 fully paid ordinary shares valued at 57.6 cents per share $(a)$ as part consideration of the purchase of all the shares in Carbeck Pty Ltd to be issued at contract settlement;
The issue of 3,000,000 unlisted options at an exercise price of 40 cents each (b) expiring on 30 June 2007 valued using the Black Scholes method at 27.1 cents

each as part consideration of the purchase of shares in Carbeck Pty Ltd mentioned above; and

The issue of 3,000,000 unlisted options at an exercise price of 60 cents each $(c)$ expiring on 31 December 2008 valued using the Black Scholes method at 26.8 cents each as part consideration of the purchase of shares in Carbeck Pty Ltd mentioned above.
The valuation model in (b) and (c) has been based on a market price of 64 cents, $(d)$ a volatility factor of 70 per cent and an interest free rate of 5 per cent. Outcomes have been further discounted by 20% allowing for the fact the options are unlisted.
The issue of 2,000,000 fully paid ordinary shares on the grant of a mining licence $(e)$ on one of the projects held by Zona Noblus LLC which currently have no present value as they are contingent upon a future event that may not occur. Valuation will take place at a future time.

NOTES TO FINANCIAL STATEMENTS.		Unaudited Company 15 November 2005 \$	Pro-forma Unaudited 15 November 2005 \$
Other Financial Assets 1.
Bonds Shares in controlled entities		40,000	40,000 3,633,000
		40,000	3,673,000
Equity 2. Issued Capital 15,000,100 fully paid shares 5,200,000 contributing shares 3,500,000 shares at 57.6 cents each Less: Share Issue Costs Pro-forma (18,500,100 fully paid shares and $5,200,000$ contributing shares) Note: See d) above regarding the proposed issue of a further	(a)	3,000,020 5,200 3,005,220 (254,066) 2,751,154	3,000,020 5,200 2,016,000 5,021,220 (254,066) 4,767,154
2,000,000 fully paid shares contingent upon shareholder approval and the grant of a mining licence which have not been included in this Equity statement.
3. Reserves 3,000,000 new options expiring 30 June 2007	(b)		813,000
3,000,000 new options expiring 31
December 2008	(c)		804,000 1 617 000

NOTES TO FINANCIAL STATEMENTS (cont'd).

The 5.200.000 contributing shares are paid to 0.1 cent each and a call has been made $(a)$ of the remaining 19.9 cents; however the call is not due to be paid until 31 May 2010. The unpaid calls total \$1,038,400. The shares may be forfeited if the calls are not paid on the due date.
The 3,000,000 new options are unlisted, have an exercise price of 40 cents each and $(b)$ expire on 30 June 2007.
The 3,000,000 new options are unlisted, have an exercise price of 60 cents each and $(c)$ expire on 31 December 2008

ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS

All financial information disclosed in the pro-forma balance sheet shown above has been prepared in accordance with Australian Equivalents to International Financial Reporting Standards ('AIFRS').

As the company has only recently commenced operations the balance sheet assets prior to the Carbeck Pty Ltd acquisition comprise mainly cash and bonds. As such the differences between superseded Australian GAAP and AIFRS presently have no material impact on the financial position and financial performance of the Company.

The principal differences in accounting policies that are expected to arise in the future under AIFRS are as follows:

• Income taxes: the Company will be required to use a balance sheet approach, rather than an income statement approach. This method focuses on the tax effect of transactions or other events that affect amounts recognised in the Balance Sheet; and

• Exploration expenditure: under AASB 6 "Exploration for and Evaluation of Mineral Resources", entities recognising exploration and evaluation assets must perform impairment tests on those assets when facts and circumstances suggest that the carrying amount of those assets may be impaired.

Annexure 2

An updated proposed use of funds statement detailing use of funds raised in the IPO and allowing for the acquisition of the uranium assets follows:

Item	Amount (\$)	Amount (\$)
Exploration
Mayfield	575,000
Captains Flat	355,000
Mt Paynter	345,000
Michelago	215,000
Kyrgyzstan	555,000
Total		2,045,000
Assessment of new projects		50,000
Administration		440,000
Expenses of Offer		300,000
Working Capital		165,000
TOTAL		3,000,000

Annexure 3

Terms and Conditions of the Options to be Issued

Terms and Conditions of 30 June 2007 Options.

Each Option is exercisable on or before 30 June 2007 by giving $\bullet$ notice of exercise and payment of the exercise price therefore;
The Options held by each holder can be exercised in whole or in part.
Upon exercise, the Optionholder will be issued one ordinary share.
The exercise price for each Option is 40 Australian cents in cash;
The Options are unlisted and are non transferable;
If the Options are treated as "restricted securities" under the Listing Rule of the Australian Stock Exchange Limited, then the Options will be escrowed for such period as such rules require as will any resultant shares issued on exercise of any Options.
The Optionholder will be permitted to participate in any new pro-rata issue of securities of the Company on prior exercise of the Options in which case the Optionholder will be afforded the period of at least 9 Business Days prior to and inclusive of the record date to determine entitlements to the issue to exercise the Options;
The Options do not confer on the holder any right to participate in dividends or bonus issues until Shares are allotted pursuant to the exercise of the Options;
In the event of a reorganisation of the issued capital of the Company, the Options will be reorganised in accordance with the Listing Rules of the Australian Stock Exchange Limited (and if necessary the terms and conditions of the Options may be varied by the Company in such manner as is necessary to comply with such rules and in any case in a manner which will not result in any benefits being conferred on Optionholders which are not conferred on Shareholders);

Terms and Conditions of 31 December 2008 Options.

Each Option is exercisable on or before 31 December 2008 by giving ٠ notice of exercise and payment of the exercise price therefore;
The Options held by each holder can be exercised in whole or in part.
Upon exercise, the Optionholder will be issued one ordinary share.
The exercise price for each Option is 60 Australian cents in cash;
The Options are unlisted and are non transferable;
If the Options are treated as "restricted securities" under the Listing Rule of the Australian Stock Exchange Limited, then the Options will be escrowed for such period as such rules require as will any resultant shares issued on exercise of any Options.
The Optionholder will be permitted to participate in any new pro-rata issue of securities of the Company on prior exercise of the Options in which case the Optionholder will be afforded the period of at least 9

Business Days prior to and inclusive of the record date to determine entitlements to the issue to exercise the Options;

The Options do not confer on the holder any right to participate in $\bullet$ dividends or bonus issues until Shares are allotted pursuant to the exercise of the Options;
In the event of a reorganisation of the issued capital of the Company, $\bullet$ the Options will be reorganised in accordance with the Listing Rules of the Australian Stock Exchange Limited (and if necessary the terms and conditions of the Options may be varied by the Company in such manner as is necessary to comply with such rules and in any case in a manner which will not result in any benefits being conferred on Optionholders which are not conferred on Shareholders);

Annexure 4

Copy of the Rules

Set out below are the terms and conditions of the Monaro Mining NL Share Option Scheme, for approval.

RULES

1. Definitions

1.1 In these Rules, unless the context otherwise requires:

"Board" and "Directors" means the Board of Directors of Monaro from time to time;

"Business Day" has the same meaning as in the Listing Rules;

"Company" and "Monaro" means Monaro Mining NL ACN 073 155 781;

"Eligible Person" means a person who is eligible to participate in the Scheme in accordance with the provisions of clause 2;

"Executive Officer" has the meaning given to that term in section 9 of the Corporations Act

"Expiry Date" means the date upon which an Option expires as determined in clause 8.2;

"Group Company" means Monaro and any Related Bodies Corporate;

"Listing Rules" means the Official Listing Rules of the Australian Stock Exchange Limited;

"Nominee" means any person or company who is nominated by any person listed in paragraphs 2.1 (a) to $(d)$ ;

"Normal Retirement Age" in relation to a Participant means the age that the Board, in its discretion, decides is the normal retirement age;

"Option" means an option (to take up a Share) which is granted in accordance with the Scheme;

"Option Exercise Price" means in relation to any Options, the price determined by the Directors at or prior to the time of grant which price must not be less than the greater of 70 cents and the weighted average sale price of a Share on the 5 Business Days preceding the date of grant of the Option;

"Participant" means an Eligible Person to whom Options have been granted under the Scheme;

"Permanently Disabled" in relation to a Participant means a Participant, who is deemed, at the discretion of the Board, to be totally and permanently disabled and

"Permanent Disablement" has the equivalent meaning;

"Related Bodies Corporate" means any corporation that is deemed to be related to Monaro by virtue of section 50 of the Corporations Act;

"Rules" means the rules, terms and conditions of the Scheme as set out in clauses 1 to 13 hereof; and

"Scheme" means the Monaro Share Option Scheme as administered in accordance with these Rules;

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

1.2 Words importing gender include each other gender; the singular includes the plural and vice versa; headings shall not be taken into account in the interpretation of these Rules; and references to any statutes or sections shall include all statutes or sections amending, consolidating or replacing the statutes or sections referred to.

2. Eligibility

2.1 Subject to clause 2.2, the following persons shall be Eligible Persons;
(a) any Executive Officer of a Group Company;
(b) any employee who is a full-time or permanent part-time employee of any Group Company;
(c) any consultant or contractor to a Group Company;
(d) any director of a Group Company;
(e) any Nominee.

2.2 Where a director of a Group Company is an Eligible Person he may participate in the Scheme only when he has received the prior approval of the shareholders of Monaro by resolution at a general meeting of Monaro and the provisions of the Listing Rules are otherwise complied with.

3. Powers of the Board

3.1 The Scheme shall be administered by the Board who shall have power to:

(a) determine appropriate procedures for administration of the Scheme consistent with the Rules;

(b) resolve conclusively all questions of fact or interpretation in connection with the Scheme; and

(c) delegate to any one or more persons for such period and on such conditions as the Board may determine, the exercise of any of their powers or discretion arising under the Scheme.

4. Number of Options to be Granted

4.1 The total number of options offered in accordance with these Rules shall not at any time exceed 7.5% of the total number of Shares on issue in the capital of Monaro from time to time.

4.2 Subject to clause 4.1 above, the number of Options (if any) to be granted to an Eligible Person from time to time shall be determined by the Board in its discretion.

5. Commencement and Termination of Scheme

5.1 Subject to the passing of a resolution of the shareholders of Monaro approving the adoption of the Scheme and the due satisfaction of and compliance with all the requirements of the Listing Rules in relation thereto, the Scheme shall take effect from such date as the Board may resolve.

5.2 The Scheme may be terminated at any time by resolution of the Board or by resolution of the shareholders of Monaro. Termination of the Scheme pursuant to this clause 5.2 shall not affect the rights of Participants who were granted Options prior to such termination.

6. Amendment of Scheme

The Scheme may be amended in accordance with the requirements from time to time by the Board subject to compliance with any requirements of the Corporations Act and the Listing Rules.

7. Invitations

7.1 The Board at its discretion may (subject to the Corporations Act and the Listing Rules) resolve to invite some or all of the Eligible Persons to participate in the Scheme by offering Options to them.

7.2 Any invitation to participate in the Scheme shall be personal and shall not be assignable. Each invitation shall be in writing and shall be in accordance with the Corporations Act, the Listing Rules and these Rules and, unless inconsistent with such requirements, shall otherwise be on terms which the Board may in its sole discretion from time to time determine.

7.3 After the initial grant of Options to a Participant further Options may be granted to that Participant from time to time as determined by the Board.

8. Options

8.1 An Option shall be exercisable during the period commencing on the expiration of 6 months from the date the Option is granted and ending on its Expiry Date except to the extent that any terms and conditions imposed in relation to any Options granted by the Board at or prior to the time of grant state otherwise.

8.2 The Options of a Participant shall expire at 5.00 pm Western Standard Time on the earlier of the date being five years after the grant of the Options and the date 30 days after:

(a) the relevant Participant retires or is removed as an Executive Officer of Monaro in the case of a Participant who is an Executive Officer; or

(b) the relevant Participant ceases to be employed by a Group Company due to any reason other than by way of death, retirement at the Normal Retirement Age, or Permanent Disablement, in the case of a Participant who is an employee of a Group Company, or a director of Monaro; or

(c) the relevant Participant ceases to be a consultant to or contractor to a Group Company due to any reason other than by way of death, retirement at the Normal Retirement Age, or Permanent Disablement, in the case of a Participant who is a consultant to or contractor to a Group Company; or

(d) the relevant Participant ceases to be a director of a Group Company other than by way of death, retirement at the Normal Retirement Age, or Permanent Disablement, in the case of a Participant who is a director of a Group Company;

provided that the Board may by notice in writing at any time in relation to any Options extend the 30 days period referred to above by such number of days as the Board considers appropriate.

8.3 In the event of the death, or bankruptcy of a Participant, the Options of that Participant may be exercised only by that Participant's legal personal representative or trustee in bankruptcy.

8.4 Options may be exercised by serving on Monaro the completed and signed notice of exercise which is printed on the reverse side of the Option certificate and stating therein the number of Options exercised. The notice of exercise shall be accompanied by a cheque (and in the case of an exercise under clause $8.1(b)$ , a bank cheque) in favour of Monaro in the sum of the product of the number of Options exercised and the Option Exercise Price.

8.5 After receipt of duly completed notice of exercise from a Participant in accordance with clause 8.4 and upon clearance of the accompanying cheque, Monaro shall immediately issue to a Participant that number of Shares as corresponds to the number of Options exercised.

8.6 The Options will not be listed on any stock exchange.

8.7 Subsequent to an issue of Shares pursuant to clause 8.5 Monaro will apply for quotation of those Shares on each stock exchange upon which the Shares of Monaro are quoted.

8.8 Options shall be non-transferable except with the prior written approval of the Board.

8.9 Any Options issued pursuant to this Scheme will be issued upon and subject to the terms and conditions (not inconsistent with this Scheme) as may be determined by the Board at or prior to the grant of the Options.

8.10 Where any Options are issued to a Nominee, then the reference in clauses 8.1 and 8.2 to a "Participant" will be deemed to be a reference to the Eligible Participant who nominated the Nominee.

9. Rights and Obligations of Eligible Persons

9.1 All Eligible Persons shall be entitled to the benefit of and shall be bound by the terms and conditions of the Rules and any amendments thereto.

9.2 Whenever the Board exercises a discretion pursuant to the Rules the exercise of that discretion shall be in the sole and absolute discretion of the Board and each decision shall be conclusive, final and binding upon Eligible Persons.

9.3 The Scheme shall not form part of any contract between any Group Company and any eligible Person and shall not confer directly or indirectly on any Eligible Person any legal or equitable rights whatsoever against any Group Company (other than rights as a Participant under the Scheme against Monaro).

10. Rights of Eligible Persons in Respect of Option

10.1 An Option does not confer any participation rights or entitlement in new issues of Shares which may be offered to holders of Shares prior to the Expiry Date of the Option.

10.2 In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of Monaro, the number of options or the exercise price of the Options or both shall be reconstructed or varied in such manner as complies with the Listing Rules and in a manner which will not result in any additional benefits being conferred on a Participant which is not conferred on holders of Shares (subject to provisions with respect to rounding off of entitlements as sanctioned by the meeting of holders of Shares at which the reconstruction is approved), but in all other respects the terms of exercise will remain unchanged.

10.3 After each reconstruction of Options pursuant to clause 10.2, upon the return by a Participant of the original Option certificate to Monaro, that Option certificate will be amended or a new option certificate will be issued to reflect the reconstructed number of Shares that may be taken up upon the exercise of that Option.

11. Rights of Eligible Person in Respect of Shares

11.1 From and including the date of allotment to an Eligible Person of any Shares issued pursuant to the exercise of any Options in accordance with these Rules an Eligible Person shall be:

(a) the absolute indefeasible beneficial owner of these Shares; and

(b) subject to the Listing Rules, be entitled to sell, transfer, dispose of, mortgage, pledge or otherwise deal with those Shares or any interest therein in every manner whatsoever.

11.2 In the case where an Eligible Person dies or becomes bankrupt the legal personal representative of the deceased Eligible Person or the trustee in bankruptcy of the bankrupt Eligible Person shall be the only person recognised as having any title to the Shares of the Eligible person issued in accordance with these Rules subject always to any prior dealing with the Shares or any prior binding encumbrance created on the Shares by the Eligible Person.

12. Rights Attaching to Shares

12.1 All Shares issued and allotted pursuant to an exercise of Options in accordance with these rules shall rank pari passu in all respects with all other issued Shares.

13. Governing Law

13.1 The Rules shall be governed by and construed in accordance with the laws for the time being in force in the State of Western Australia.

REGISTERED OFFICE LEVEL 1, 87 COLIN ST WEST PERTH, WA 6005

ADDRESS ALL CORRESPONDENCE TO: PO BOX 1393, WEST PERTH, WA 6872

MONARO MINING NL ABN 99 073 155 781

I/We

PROXY FORM

NAME OF SHAREHOLDER

10 – Pitti biling ng ng ng ng ng ng ng ng ng ng ng ng n

. . **
.

Being a Member/Members of Monaro Mining NL (ABN 99 073 155 781) hereby appoint:

NAME OF PROXY

If the proxy form is signed but no proxies are named it will be taken to mean that the Chairman of the Meeting is appointed as the Member's proxy to vote for the Member on the Member's behalf at the General Meeting of the Company to be held at The Portside Centre, Veritas House, Level 5, 207 Kent Street, Sydney, N.S.W. 2000 on Wednesday 11^th Jan and at any meeting held subsequent and pursuant to an adjournment of that meeting.

If you wish to appoint two proxies state here the percentage of your voting rights applicable to this form

$\mathbf X$

SIGNED

	Individual or First Shareholder	Shareholder 2			Shareholder 3

	Director/Company Secretary	Director			Sole Director/Company Secretary
DATED this			day of				2005/6
			(if applicable)	Executed under Common Seal
	If convenient please provide your telephone number in case we need to contact you				As a result of the above the above the above as

	INSTRUCTIONS TO PROXY - Please mark your preference with an X
ORDINARY BUSINESS Item 1:				For	Against	Abstain
Carbeck Pty Ltd.	To approve the acquisition by the Company of the issued shares in
Item 2:
above acquisition in Item 1.	To approve the issue of securities as per the Information Memorandum to the vendors of the shares in Carbeck Pty Ltd as consideration for the
Item 3:
	To approve the issue of up to a further 3,000,000 securities on terms set out in the Information Memorandum.

PLEASE SEE NEXT PAGE

REGISTERED OFFICE LEVEL 1, 87 COLIN ST WEST PERTH, WA 6005

MONARO MINING NL ABN 99 073 155 781

ORDINARY BUSINESS (CONTINUED)	For	Against	Abstain
Item $4:$
To approve the implementation of the Company's Employee Incentive Option Scheme on terms set out in the Information Memorandum.

If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution please place a mark in the box.

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and the votes cast by the Chair 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 Chair 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 on the resolution.

The Chairman intends to vote any undirected proxies in favour of the resolutions.

Please refer to notes on appointment of proxy below:

Please return this proxy form to the Company as soon as possible, but in any event no later than 10 am on Monday 9 January 2006.

NOTES ON PROXY APPOINTMENT

$1 -$ (a) A Member entitled to attend and vote is entitled to appoint a proxy to attend and vote on his or her behalf at the General Meeting.

(b) A Member who is entitled to cast two or more votes may appoint not more than two proxies to attend and vote on his or her behalf. Where more than one proxy is appointed, each proxy should be appointed to represent a specific proportion of the Member's voting rights. If that Member appoints two proxies and the appointment does not specify the percentage of votes, each proxy may exercise half the vote.

(c) If the instructions to proxy section of the form is not completed the proxy may vote or abstain as he or she thinks fit. If you wish to direct your proxy how to vote on any item, place a mark in the appropriate box. If a mark is placed in a box, your total shareholding will be voted in that manner. You may, if you wish, split your voting direction by inserting the number of shares you wish to vote in the appropriate box. The direction will be invalid if a mark is made against more than one box for a particular item, or, if you have split your direction, if the total shareholding shown in "FOR", "AGAINST" and "ABSTAIN" boxes is more than your total shareholding on the share register. Each person who attends the meeting is entitled to one vote only on a show of hands. A person who holds proxies for more than one shareholder cannot vote on a show of hands if he or she holds proxies directing him or her to vote both for and against a resolution.

1. A proxy need not be a member of the Company.
1. Proxies will only be valid and accepted by the Company if they are signed and forwarded to:
The Company's Registered Office Monaro Mining NL PO Box 1393 West Perth WA 6872 $\bullet$
The facsimile number $(08)$ 9322 5116 or
$\bullet$ The registered office of the Company at the address on the face of this Proxy Form, not later than 10 am on 9 January 2006, which is 48 hours before the meeting.
1. The Member or his Attorney must sign a Proxy Form and in the case of joint Members, any joint Members may sign the Proxy Form. If the Member is a company, two Directors or a Director and the Company Secretary must sign. If a company is a proprietary company that has a sole Director who is also the sole Company Secretary, that Director may sign.

If the Proxy Form is signed by an Attorney of the Member, the authority under which the Proxy Form was signed or a certified copy of the authority must be provided to the Company not less than 48 hours before the appointed time for the holding of the General Meeting.

If a representative of a company Member is to attend the meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of this Certificate may be obtained from the Company's Share Registry.

AI assistant

ORBMINCO LIMITED — Proxy Solicitation & Information Statement 2005

65473_rns_2005-12-05_8425e705-a846-4635-acaa-c437cf10c8f3.pdf

NOTICE OF GENERAL MEETING

INFORMATION MEMORANDUM

PROXY FORM

MONARO MINING NL ACN: 073 155 781

NOTICE OF GENERAL MEETING

AGENDA

ORDINARY BUSINESS

Resolution 1 – Approval of acquisition of relevant interests.

Resolution 2 – Issue of securities.

Resolution 3 – Issue of securities.

Resolution 4 – Incentive Option Scheme.

BY ORDER OF THE BOARD

Information Memorandum

Voting Entitlement

Proxies

ACN: 073 155 781

INFORMATION MEMORANDUM

$\mathbf{1}$ . INTRODUCTION

RESOLUTION 1 - APPROVAL OF ACQUISITION OF RELEVANT $2.$ INTERESTS.

Terms of Agreement Concerning Sale of Carbeck Pty Ltd Securities

RESOLUTION 2 - ISSUE OF SECURITIES 3.

$\overline{4}$ . RESOLUTION 3 - ISSUE OF SECURITIES

$4.1$ Terms of Placement and Listing Rule Requirements

4.2 ASX Quotation of Placement Shares

No Participation by Directors in the Placement 4.3

$5.$ RESOLUTION 4 - SHARE OPTION SCHEME ("THE SCHEME")

6. RECOMMENDATION

7 BACKGROUND TO THE SELECTION PROCESS

$7.1$ Selection of Licences Based on Favourable Assessment of Geology and Politics

$7.2$ Availability of Uranium Specific Infrastructure

7.3 Favourable Government Policy Announcements

OVERVIEW OF PROJECTS 8

Prospecting Licences to be acquired by Monaro Mining NL 8.1

Project Descriptions. 8.2

8.2.1 Aramsu (Figure 4).

Location and Logistics

Previous Exploration

8.2.2 Naryn (Figure 5).

Location and Logistics

Previous Exploration and Production

8.2.3 Sumsar (Figure 5).

Location and Logistics

Previous Exploration

8.2.4 Sogul (Figure 6).

Location and Logistics

Previous Exploration

8.2.5 Utor (Figure 7).

Location and Logistics

Previous Exploration

8.2.6 Djurasay and Hodjaachkan Licences (Figures 2 & 3)

9. Russian Reserve Table

Appendix A.

Table 2. Aramsu Deposit - Sampling Results from Adit 1

Table 3. Aramsu Deposit - Sampling Results from Adit 2

Appendix B

COMPETENT PERSON STATEMENT

10. CORPORATE STRUCTURE AFTER ACQUISITION OF THE LICENCES

$11.$ GLOSSARY OF TERMS

Annexure 1

Unaudited pro forma balance sheet and pro forma capital structure showing the effect of the proposed transaction on Monaro.

Actual and Proposed Transactions to Arrive at Pro-forma Unaudited Balance Sheet

NOTES TO FINANCIAL STATEMENTS (cont'd).

ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS

Annexure 2

Annexure 3

Terms and Conditions of the Options to be Issued

Terms and Conditions of 30 June 2007 Options.

Terms and Conditions of 31 December 2008 Options.

Annexure 4

Copy of the Rules

RULES

1. Definitions

2. Eligibility

3. Powers of the Board

4. Number of Options to be Granted

5. Commencement and Termination of Scheme

6. Amendment of Scheme

ORBMINCO LIMITED Proxy Solicitation & Information Statement 2005