THE AGENCY GROUP AUSTRALIA LTD — Proxy Solicitation & Information Statement 2008

Jun 15, 2008

NOAH RESOURCES NL

ACN 118 913 232

NOTICE OF GENERAL MEETING

TIME : 1.00 pm (WST) DATE : 18 July 2008 PLACE : Montagu Boardroom 37 St Georges Terrace PERTH WA 6000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (08) 6468 0388.

CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	18
Schedule 1 – Namibia Copper Pty Ltd Shareholders	20
Schedule 2 – Risk Factors	21
Proxy Form	26
TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders of Noah Resources NL to which this Notice of Meeting relates will be held at 1.00 pm (WST) on 18 July 2008 at:

Montagu Boardroom Level 1 37 St Georges Terrace Perth WA 6000

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed and send the proxy form:

• (a) by post to Noah Resources NL, Unit 6, 34 York Street, North Perth, Western Australia; or

• (b) by facsimile to the Company on facsimile number (08) 9228 0704,

so that it is received not later than 10:00AM (WST) on 16 July 2008.

Proxy forms received later than this time will be invalid.

S:\WOLFSTAR\Noah Resources NL\Secretarial\Ongombo\Notice of General Meeting - Noah Resources NL as at 12 June 2008 - Clean.doc

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NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders of Noah Resources NL will be held at 1.00 pm (WST) on 18 July 2008 at Montagu Boardroom, 37 St Georges Terrace, Perth WA 6000.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 1.00 pm (WST) on 16 July 2008.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

1. RESOLUTION 1 – ISSUE OF SECURITIES TO ACQUIRE NAMIBIAN COPPER PTY LTD

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

“That, for the purpose of ASX Listing Rules 7.1 and 11.1.2 and for all other purposes, Shareholders approve the purchase by the Company of all Namibian Copper Shares and the issue of 47,500,000 Shares to Namibian Copper Shareholders as consideration for the acquisition of 100% of the Namibian Copper Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any 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 those persons.

2. RESOLUTION 2 – ELECTION OF DIRECTOR – MR COLIN IKIN

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

“That, subject to the passing of Resolution 1 and completion of the Acquisition, for the purposes of article 11.5 of the Constitution and for all other purposes approval is given for the appointment of Colin Ikin as a Director effective upon completion of the Acquisition.”

3. RESOLUTION 3 – ELECTION OF DIRECTOR – MR ALAN MARLOW

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

“That, subject to the passing of Resolution 1 and completion of the Acquisition, for the purposes of article 11.5 of the Constitution and for all other purposes approval is given for the appointment of Alan Marlow as a Director effective upon completion of the Acquisition.”

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4. RESOLUTION 4 – ELECTION OF DIRECTOR – MR ROBERT PETER TIMMINS

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

“That, subject to the passing of Resolution 1 and completion of the Acquisition, for the purposes of clause 11.5 of the Constitution and for all other purposes approval is given for the appointment of Robert Peter Timmins as a Director effective upon completion of the Acquisition.”

5. RESOLUTION 5 – CHANGE OF COMPANY NAME

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

“That, with effect from the Effective Date in accordance with section 157 of the Corporations Act, the name of the Company be changed to Namibian Copper Limited.”

DATED: 16 June 2008

BY ORDER OF THE BOARD

JAY STEPHENSON NOAH RESOURCES NL COMPANY SECRETARY

Voting Exclusion Note:

Where a voting exclusion applies, 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 directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the General Meeting to be held at Montagu Boardroom, Level 1, 37 St Georges Terrace, Perth at 1.00 pm (WST) on 18 July 2008.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. BACKGROUND

On 23 April 2008, the Company announced that it had entered into discussions to acquire 100% of the issued capital of Namibian Copper. The acquisition of Namibian Copper will provide the Company with a right to earn an 80% interest in Gazania Investments Pty Limited, the incorporated joint venture company for the Ongombo Copper Project in Namibia, pursuant to the Starlight Starlight Farmin and Joint Venture Agreement.

To facilitate the sale and purchase of Namibian Copper Shares, the Company proposes to enter into the following agreements:

• (a) A share sale agreement between the Company as purchaser, the Sellers as sellers and a representative of each of the Sellers, as convenators ( Share Sale Agreement ).

• (b) Share sale agreement between the Company as purchaser and the Non Management Sellers ( Non Management Share Sale Agreement ).

The Company will enter into the Share Sale Agreement with Namibian Copper Shareholders who hold an executive or managerial position within Namibian Copper. A summary of the terms of the Share Sale Agreement is in section 2.1 of the Explanatory Statement.

The Non Management Share Sale Agreement is a simpler share sale agreement for Namibian Copper Shareholders who have no part in the day to day management or operations of Namibian Copper. A summary of the terms off the Non Management Share Sale Agreement is in section 2.2 of the Explanatory Statement.

The total purchase price for all Namibian Copper Shares under the Share Sale Agreement and the Non Management Share Sale Agreement is the issue of 47,500,000 Shares on the basis of 1 Share for every 1 Namibian Copper Share held ( Purchase Price ).

The size of the Acquisition is significant in nature and as such the Company intends to lodge at prospectus at ASIC and ASX in order to comply with the requirements of Chapters 1 and 2 of the ASX Listing Rules. It is intended to raise a minimal amount of funds under the prospectus.

2. ACQUISITION OF NAMIBIAN COPPER PTY LTD

2.1 Overview of Share Sale Agreement

The Share Sale Agreement contemplates the sale by the Sellers of all of their Namibian Copper Shares to the Company.

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The material terms of the Share Sale Agreement are as follows:

(a) Sale and Purchase

The Sellers agree to sell and the Company agrees to buy all of the Namibian Copper Shares (free of all encumbrances and other third party rights other than the third party rights in the Starlight Starlight Farmin and Joint Venture Agreement) for a purchase price determined on the basis of 1 Share for every 1 Namibian Share.

Completion of the Acquisition is to occur on the earlier of 31 July 2008, the seventh Business Day after fulfilment of all Conditions or waiver of all Conditions, or such other date as agreed by the parties ( Completion ).

(b) Conditions

The parties’ obligation to complete the sale and purchase of the Namibian Copper Shares under the Share Sale Agreement does not become binding until each of the conditions below ( Conditions ) have been satisfied or waived by 31 July 2008 (unless otherwise stated):

Condition

• (a) The Company completing technical, financial and legal due diligence investigations in relation to Namibian Copper and being satisfied in its absolute discretion with the results of that due diligence to be completed by 15 June 2008.

• (b) Shareholders passing all resolutions as are required under the ASX Listing Rules, the Constitution and the Corporations Act to give effect to the transactions contemplated by the Share Sale Agreement.

• (c) The Company complying with the ASX Listing Rules and the Corporations Act in order to complete the Share Sale Agreement.

• (d) The Non-Management Sellers executing the Non Management Share Sale Agreement.

• (e) The Sellers being satisfied that:

• (i) the Company has not materially breached the Share Sale Agreement;

• (ii) there has been no material adverse change affecting the Company or the financial trading position or prospects of the Company; and

• (iii) none of the warranties provided by the Company is or has become false, misleading or incorrect in a material manner.

• (f) The Company being satisfied that:

• (i) the Sellers have not materially breached the

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Condition

Share Sale Agreement;

• (ii) there has been no material adverse change affecting the assets to be sold pursuant to the Share Sale Agreement; and

• (iii) none of the warranties provided by the Sellers are or have become false, misleading or incorrect in a material manner.

(c) Escrow

The Sellers acknowledge that ASX may impose restrictions on the trading of Shares pursuant to Chapter 9 of the ASX Listing Rules.

(d) Non breach of section 606 of the Corporations Act

The Sellers and the covenantors warrant and undertake to the Company that the acquisition of the Acqusitiion Securities will not result in any of the Sellers' or someone else's voting power in the Company increasing from 20% or below to more than 20% or from a starting point that is above 20% and below 90%.

(e) Obligations Prior to Completion

• (i) Obligations of the Sellers

Prior to Completion, each of the Sellers and Namibian Copper must ensure that except as may be required to complete the transactions contemplated by the Share Sale Agreement:

• (A) their businesses are conducted in the ordinary and usual course of business;

• (B) there are no sales or distributions of assets by their businesses other than in the ordinary course of business;

• (C) their businesses do not enter into any material capital expenditure commitments without the prior written consent of the other parties to the Share Sale Agreement which will not be unreasonably delayed or withheld;

• (D) major decisions which are likely to have a material impact on their businesses after completion of the Acquisition are not taken without the written consent of the other parties to the Share Sale Agreement, which will not be unreasonably delayed or withheld;

• (E) nothing is done which is likely to have a material adverse impact on their businesses,

and Namibian Copper does not:

• (F) issue any shares, options or any other security which are convertible into Namibian Copper Shares;

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• (G) acquire, dispose of, or create an encumbrance over any assets;

• (H) distribute or return any capital to its members;

• (I) alter its constitution; and

(J) pay any dividend to its members or pay any management fee, or similar amount,

unless the Company first consents in writing.

(ii) Access

Until Completion the Sellers must ensure that the Company and any persons authorised by the Company, are given full access during normal business hours to inspect the assets, properties, books of account, records and documents of Namibian Copper.

• (f) The Share Sale Agreement otherwise contains terms and conditions, including representations and warranties pertaining to the Company and Namibian Copper, which are typical for an agreement of this nature.

2.2 Overview of Non Management Share Sale Agreement

The Company will enter into agreements with each of the Non Management Sellers for the purchase of their Namibian Copper Shares.

The Non Management Sellers agree to sell and the Company agrees to buy all of the Namibian Copper Shares (free of all encumbrances and other third party rights) for a purchase price determined on the basis of 1 Share for every 1 Namibian Share held.

Completion of the Acquisition is to occur on the earlier of 31 July 2008, the seventh Business Day after fulfilment of all Conditions or waiver of all Conditions, or such other date as agreed by the parties ( Completion ).

Completion of the Non Management Share Sale Agreement will occur on the same date as Completion under the Share Sale Agreement.

(a) Conditions

The parties’ obligation to complete the sale and purchase of the Namibian Copper Shares under the Non Management Share Sale Agreement does not become binding until each of the conditions below ( Conditions ) have been satisfied or waived by 31 July 2008 (unless otherwise stated):

Condition

• (a) The Company completing technical, financial and legal due diligence investigations in relation to Namibian Copper and being satisfied in its absolute discretion with the results of that due diligence to be completed by 15 June 2008.

• (b) Shareholders passing all resolutions as are required under the ASX Listing Rules, the Constitution and the

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Condition

Corporations Act to give effect to the transactions contemplated by the Non Management Share Sale Agreement.

• (c) The Company complying with the ASX Listing Rules and the Corporations Act in order to complete the Non Management Share Sale Agreement.

• (d) The Non Management Sellers executing the Share Sale Agreement.

• (e) The Non Management Sellers being satisfied that:

• (i) the Company has not materially breached the Non Management Share Sale Agreement;

• (ii) there has been no material adverse change affecting the Company or the financial trading position or prospects of the Company; and

• (iii) none of the warranties provided by the Company is or has become false, misleading or incorrect in a material manner.

• (f) The Company being satisfied that:

• (i) the Non Management Sellers have not materially breached the Non Management Share Sale Agreement;

• (ii) there has been no material adverse change affecting the assets to be sold pursuant to the Non Management Share Sale Agreement; and

• (iii) none of the warranties provided by the Non Management Sellers are or have become false, misleading or incorrect in a material manner.

The Non Management Sellers acknowledge that ASX may impose restrictions on the trading of Shares pursuant to Chapter 9 of the ASX Listing Rules.

The Non Management Share Sale Agreement otherwise contains terms and conditions, including representations and warranties pertaining to the Non Management Sellers, which are typical for an agreement of this nature.

2.3 Overview of the Starlight Farmin and Joint Venture Agreement

Namibian Copper has entered into a Starlight Farmin and Joint Venture Agreement with Starlight Investment Holdings Pty Ltd ( Starlight ) and Avanti Resources Pty Ltd ( Avanti ) dated 5 June 2008 to farm into Gazania Investments Pty Ltd, the incorporated joint venture company for the Ongombo Copper Project in Namibia ( Starlight Farmin and Joint Venture Agreement ).

Material terms of the Starlight Farmin and Joint Venture Agreement are as follows:

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1. The Company will earn an 80% shareholding in Gazania Investments Pty Ltd when it completes either:

2. (a) A bankable feasibility study; or

3. (b) A pre-feasibility study which concludes that the project is uneconomic.

4. The Starlight Farmin and Joint Venture Agreement requires that upon:

5. (i) Namibian Copper being admitted to the official list of the alternative investment market operated by London Stock Exchange plc ( AIM ) or ASX;

6. (ii) a holding company of Namibian Copper being admitted to the official list of AIM or ASX;

7. (iii) a company which is admitted to the official list of AIM or ASX acquiring all of the issued capital of Namibian Copper; or

8. (iv) Namibian Copper or its holding company, or a company having acquired all of the issued capital of Namibian Copper, obtaining private funding,

then:

Namibian Copper shall pay AUD$50,000 to Avanti by way of a reimbursement of past expenses and either NAD$2,000,000 to Starlight (AUD$272,360) or an equivalent amount in shares (with shares valued at AUD0.20].

1. Under the Starlight Farmin and Joint Venture Agreement, Namibian Copper may acquire an 80% shareholding in the incoporated joint venture Company, Gazania Investments Pty Ltd, with Starlight holding 15% and Avanti holding 5%.

2. The purposes of the joint venture is to explore for minerals and, if warranted, to develop and mine any mineral resource identified.

3. All joint venture expenditure obligations shall be apportioned to each parties' respective joint venture interest.

4. Namibian Copper is the manager of the joint venture and shall continue to be the manager until such time, after it has earned its 80% shareholding, as it holds a shareholding of less than 51%. The manager is responsible for the joint venture operations on behalf of Gazania Investments Limited.

5. Namibian Copper has quarterly and monthly reporting obligations to Starlight and Avanti on the joint venture operations.

6. A joint venture parties' interest may be diluted if it fails to make monthly cash calls.

7. Upon commencement of any mining operations the joint venture parties shall enter into a deed of cross charge (or other security) to secure repayment by a joint venture party of its debt to another joint venture party.

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2.4 Overview of the Ongombo Copper Project.

The Ongombo property is situated in central Namibia, 22km northeast of the Otjihase mine, and 45km northeast of the capital Windhoek.

The Ongombo deposit was discovered by Johannesburg Consolidated Investment Company Limited (“JCI”) in the early 1970’s by airborne magnetics. The gossanous magnetite quartzite outcrops for sporadic intervals over a strike length of 4.7km.

Significant exploration has been undertaken over the ensuing years, principally by Tsumeb Corporation Limited (“TCL”) and Gold Fields Namibia Limited (“GFN”) which defined four ore shoots. More than 132 diamond drill holes have intersected mineralisation associated with these four shoots.

There is excellent infrastructure and facilities at the Ongombo property including well-sealed and well-maintained roads and first-world health care. The Ongombo property is situated just 30km by gravel road from the sealed road to Windhoek, with existing rail connection to the smelter and port. The Ongombo property is located just 40km from the international airport.

Ongopolo under the new Weatherly International ownership have recently refurbished the copper smelter at Tsumeb.

The environment in Namibia is stable with a mining-friendly democratically elected Government.

In the RESOURCE STOCKS World Risk Survey of 2007, Namibia was ranked number two outranking Botswana at number seven and Australia which came in at eighth place.

Mining accounts for about 20% of the country's gross domestic product and the industry employs 3% of the population.

The Namibian Government non-diamond mining royalty is 3%. The basic tax is 30% with a secondary tax component applicable which raises tax to a max of 37.7%, which is based on the South African system.

Personal tax is minimum 17.5% for base rate of N$24,000 scaling to a max of 35%. There is a withholding tax of 10% for foreign companies charging management fees out of country.

Mineralisation at Ongombo is hosted by amphibolites and associated magnetitequartzites of the Matchless belt. The Matchless belt extends for 400 km through the intracratonic branch of the late Proterozoic Damaran orogenic belt. The Matchless amphibolites represent an intercalation of subsequently metamorphosed basic to intermediate submarine tholeiitic volcanic rocks

The Matchless belt hosts several volcanogenic-exhalative, stratiform and stratabound cupriferous pyrite deposits containing subordinate and variable amounts of zinc, lead, silver and gold. The average grade of the ten most important deposits is 2.3% Cu, with a range of 1.3-3.9% Cu.

There is a total of 18 individual mineralised bodies that have been recognised including the Gorob, Matchless, Otjihase, Ongeama and Ongombo deposits. Iron sulphides generally dominate the sulphide mineralogy of the deposits, pyrite being dominant. Chalcopyrite is the most important sulphide economically, although bornite, galena, sphalerite, and marcasite have been historically reported.

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Mineralised deposits were deformed during the Damaran deformation into isolated or closely stacked pencil-shaped ore shoots, and arranged according to the regional structural lineation direction.

The Ongombo deposit was discovered by JCI in the early 1970’s by airborne magnetics. Between 1971-1973 down-dip drilling on the West shoot proved subeconomic, when the average copper price was below $US0.60.

Magnetic and electro-magnetic surveys by JCI in 1974 identified a number of well defined magnetic anomalies and conductors at the Ongombo deposit. Soil geochemistry defined minimum strike length of 4.7km in 1975. A ground EM survey by TCL identified three trends or conductors in the east, extending down-plunge from the gossan.

In 1983 drilling identified the Central and East shoots. Further drilling in 1986 on both shoots identified Ost shoot. Gold Fields drilling took place between 1988 and 1991 on Central, East and Ost shoots.

The Directors believe that the Namibian Copper business is an excellent acquisition to complement its current Joint venture with Monaro Mining NL.

The Directors believe that the Ongombo project is an excellent opportunity for the Company to explore and develop an outstanding project in a very good jurisdiction to enhance Shareholder value in the Company.

2.5 Proposed Exploration Budget

The Company's proposed exploration budget for the Ongombo Copper Project is as follows:

Activity	Timing	Cost
EM survey	Stage 1	$150,000
Drill target def	Stage 1	$100,000
Exploration drill	Stage 1	$1,000,000
Resource drill	Stage 2	$3,000,000
Bankable Feasibility Study	Stage 3	$3,000,000

Note that full disclosure of the exploration budget will be included in the Company Prospectus required for compliance with Chapters 1 and 2 of the ASX Listing Rules.

2.6 Pro-forma Balance Sheet

Below is an unaudited balance sheet of Noah Resources NL as at 31 December 2007 and a proforma balance sheet showing the effect of the Acquisition:

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Notes CURRENT ASSETS Cash and cash equivalents 1 Trade and receivables TOTAL CURRENT ASSETS NON CURRENT ASSETS Mineral exploration and evaluation 2 Property, plant & equipment TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Short term borrowings TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity 3 Reserves Accumulated losses TOTAL EQUITY	Consolidate d Noah (Reviewed) 3,079,795 64,557 3,144,352 6,385 1,437 7,822 3,152,174 474,152 38,500 512,652 512,652 2,639,522 3,069,725 85,000 (515,203) 2,639,522	Transaction Adjustments (Unaudited) (382,000) - (382,000) 9,400,000 - 9,018,000 - - - - 9,018,000 9,018,000 - - 9,018,000	Consolidated Proforma (Unaudited) 2,697,795 64,557
			2,762,352 9,406,385 1,437
			9,407,822
			12,170,174
			474,152 38,500
			512,652
			512,652
			11,657,522
			12,087,725 85,000 (515,203)
			11,657,522

Notes:

1. Costs of Transaction

2. Assumed price per share is $0.20

3. Shares issued at $0.20 less costs of Transaction

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2.6 Capital Structure

The capital structure of the Company assuming all Resolutions are approved and implemented is:

implemented is:
	Number of Shares	%	Partly Paid Shares	Number of Unlisted Options
Current issued capital	15,300,000	24.4%	5,000,000	1,000,000
Shares to be issued as part of transaction.	47,500,000	75.6%	-	-
TOTAL	62,800,000	100.0%	5,000,000	1,000,000

2.7 Overview of impact of Shareholder approval for Namibian Copper

In the event that Shareholders approve the Acquisition and all of the related resolutions are passed, there will be implications for the Company, an overview of which is outlined below:

• (a) The board of the Company will change, as Paul Rodney Davey and Mart Rampe will resign as directors and Colin Ikin, Alan Marlow and Robert Timmins will be appointed as directors of the Company.

• (b) The Company will issue 47,500,000 Shares as consideration for the purchase of the Namibian Copper Shares.

2.8 Risks

• (a) Investing in the Company involves risks of various kinds, some of which are within the realms of influence of the Company and some, arising from external factors which may be beyond the ability of the Company to alter and consequently might restrict the capacity of the Company to reach its objectives.

• (b) A summary of the risks associated with the acquisition of Namibian Copper is in Schedule 2 to this Explanatory Statement.

3. RESOLUTION 1 – ISSUE OF SECURITIES TO ACQUIRE NAMIBIAN COPPER PTY LTD

3.1 General

Resolution 1 seeks Shareholder approval for the issue of 47,500,000 Shares to Namibian Copper Shareholders in consideration for the acquisition of 100% of the Namibian Copper Shares on issue (as summarised in Section 1 of the Explanatory Statement) ( Acquisition Securities ).

A list of Namibian Copper Shareholders, including their entitlement to receive the Acquisition Securities is in Schedule 1.

None of the Namibian Copper Shareholders will hold 20% or more of the Shares in the company upon completion of the Acquisition.

ASX 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

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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.

The effect of Resolution 1 will be to allow the Directors to issue the Acquisition Securities pursuant to the Acquisition during the period 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

3.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.1, the following information is provided in relation to the Acquisition:

• (a) the maximum number of securities to be issued is 47,500,000 Shares;

• (b) the Acquisition Securities will be issued upon completion of the Acquisition and no later than 3 months after the date of the General Meeting (or such later date permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment of all Acquisition Securities will occur on the same date;

• (c) the Acquisition Securities will be issued for nil cash consideration as they are being issued as consideration for the Acquisition;

• (d) the Acquisition Securities will be allotted and issued to those Namibian Copper Shareholders in Schedule 1 on the basis of 1 Share for every 1 Namibian Copper Share held;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (f) a voting exclusion statement has been included in this Notice of Meeting; and

• (g) the Company will not be raising any funds from the issue of the Acquisition Securities as they are being issued in consideration for the Acquisition.

3.3 ASX Listing Rule 11.1.2

The Acquisition of Namibian Copper by the Company will have a significant impact on the scale of activities undertaken by the Company, and accordingly, the Acquisition must be approved by Shareholders under ASX Listing Rule 11.1.2.

4. RESOLUTIONS 2 TO 4 – ELECTION OF DIRECTORS

Clause 11.5 of the Constitution allows the Company to elect a person as a Director by resolution passed in general meeting. A Director elected at a general meeting is taken to have been elected with effect immediately after the end of the general meetings unless the resolution by which the Director was appointed or elected specifies a different time.

Upon Completion it is proposed that Paul Rodney Davey and Mart Rampe will resign as Directors and Colin Ikin, Alan Marlow and Robert Timmins will be appointed as directors of the Company.

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Resolutions 2 to 4 seek the election of Colin Ikin, Alan Marlow and Robert Timmins as directors of the Company with effect from completion of the Acquisition. A brief resume of Colin Ikin and Alan Marlow is contained below:

Colin Ikin

Colin was a stockbroker for 17 years and was a member of the Australian Stock Exchange and a director of an Australian stock broking firm. Colin has had extensive experience in the mining industry as Chief Executive Officer of several mining companies listed on the ASX and Alternative Investment Market in the UK. Colin has developed mines both in Australia and in Africa producing commodities including Copper, Nickel, Cobalt and Gold.

Alan Marlow

Alan has 30 years experience as a geologist. After graduating from Leicester University in 1972 Alan moved to South Africa to work for the South African Geological Survey. After completing a Masters degree on the Bushveld Complex Alan joined Gencor’s Johannesburg based exploration office. In 1978 Alan moved to Namibia where he undertook research work on the genesis of uranium mineralisation in the Damaran. After completing his Ph.D. with Leeds University Alan moved to Australia to work for a number of majors including BHP, WMC and CRA before becoming a full time consultant geologist. In his consulting capacity Alan has worked for numerous ASX listed companies operating in Australia, Europe, South America and Africa. Alan is currently a non-executive Director of Peninsula Minerals.

Robert Peter Timmins

Robert received a Bachelor of Science in Agriculture from Sydney University in 1970. He also studied geophysics and metallurgy at the Kalgoorlie School of Mines. Robert has international experience in the collection, processing and interpretation of geophysical data. He has consulted extensively in Australia, USA, Bolivia, Chile, Namibia, Botswana, Zimbabwe, Zambia and South Africa for a variety of companies including Rio Tinto, BHP, Billiton, Esso, Chevron, Mt Isa Mines, Pancontinental, CSA, Newmont and others.

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5. RESOLUTION 5 – CHANGE OF COMPANY NAME

Subject to the passing of Resolution 1, the Directors have determined to change the Company name to Namibian Copper Limited. Resolution 5 seeks Shareholder approval for the change of name in accordance with section 157 of the Corporations Act.

Resolution 1 is a special resolution.

6. ENQUIRIES

Shareholders should contact Jay Stephenson on (+ 61 8) 6468 0388 if they have any queries in respect to the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

General Meeting means the meeting convened by the Notice of Meeting.

Acquisition means the purchase by the Company of 100% of the issued capital in Namibian Copper under the Share Sale Agreement and the Non Management Share Sale Agreement.

Acquisition Securities has the meaning in section 3.1 of the Explanatory Statement.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means any day other than a Saturday, Sunday or public holiday in the State of Western Australia.

Company means Noah Resources NL (ACN 118 913 232).

Completion has the meaning in section 2.1(a) of the Explanatory Statement.

Conditions has the meaning given in section 2.1(b) of the Explanatory Statement for the Share Sale Agreement and section 2.2(a) of the Explanatory Statement for the Non Management Share Sale Agreement.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Effective Date means the date that ASIC alters the details of the Company’s registration in accordance with section 157 of the Corporations Act.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Namibian Copper means Namibian Copper Pty Ltd (ACN 120 415 518).

Namibian Copper Shareholder means a holder of a Namibian Copper Share.

Namibian Copper Shares means a fully paid ordinary share in the capital of Namibian Copper.

Non Management Sellers means a Namibian Shareholder who does not have a role in the day to day management of Namibian Copper and who is a party to the Non Management Share Sale Agreement.

Non Management Share Sale Agreement has the meaning in section 1(b) of the Explanatory Statement.

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Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement.

Ongombo Copper Project means the Ongombo Copper Project the subject of the Starlight Farmin and Joint Venture Agreement.

Purchase Price has the meaning in section 1 of the Explanatory Statement.

Purchaser means the Company.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Sellers means a Namibian Shareholder who has a role in the day to day management of Namibian Copper and who is a party to the Share Sale Agreement.

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

Share Sale Agreement has the meaning in section 1(a) of the Explanatory Statement.

Shareholder means a holder of a Share.

Starlight Farmin and Joint Venture Agreement has the meaning given in section 2.3 of the Explanatory Statement.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – NAMIBIAN COPPER PTY LTD – ALLOCATION OF CONSIDERATION

NAMIBIANCOPPER PTY LTD – REGISTEROF MEMBERS AT 12 MAY 2008
Name	Balance
Avanti Resources Pty Ltd Blackmort Nominees Pty Ltd Jonathan Colville Coolabah Holdings Pty Ltd Etchell Capital Pty Ltd Nathan Farrelly Heatwave Pty Ltd RAB Special Situations (Master) Fund Limited Paul Marriott Paul Kennaugh Keyport Investments Pty Ltd Lemrac Holdings Pty Ltd Peter Lyn Pty Ltd	7,000,000 7,600,000 1,600,000 400,000 7,000,000 300,000 7,000,000 8,000,000 400,000 300,000 500,000 7,000,000 400,000
**Total **	47,500,000

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SCHEDULE 2 – RISK FACTORS

Shareholders should note that this list of risk factors is not exhaustive. Some of the risks may be mitigated by the use of appropriate safeguards and systems, whilst others are outside the control of the Company and cannot be mitigated.

(a) Limited operating history

The prospects of the Company must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly in the mineral exploration sector, which has a high level of inherent uncertainty.

(b) Operating in developing countries

The Company’s current projects are located in Namibia and any potential projects that it may acquire an interest in, may be located in Namibia or other developing countries. Operating in such regions carries additional risks including but not limited to the failure of infrastructure and loss or damage due to any number of unpredictable circumstances. Furthermore, retaining and attracting technical personnel to live and work in such areas is challenging and may delay the Company from achieving its objectives if it cannot satisfactorily address this issue.

• (c) Operating in Namibia

Namibia and other developing countries may be subject to political, economic and other uncertainties, some of which may not be found in other countries such as Australia, the United Kingdom or the United States. Future government activities concerning the economy, foreign ownership or the operation and regulation of facilities such as mines or mineral exploration operations, could have a significant effect on the Company.

The Board anticipates that the value of the Company’s exploration and mining interests are most likely to be derived from its Namibian operations (although it is noted that these risks may apply in other developing countries that the Company may operate in). As a result, the Company may be exposed to a number of risks customary for international operations, including but not limited to:

(i) Political Risk

The Company’s investment in exploration projects in Namibia may be exposed to adverse political developments that could affect the economics of the project. The government of Namibia has supported the Company with its exploration activities to date, but there is no assurance that this support will continue. The Company’s investment in exploration projects in Namibia may be exposed to adverse political developments that could affect the economics of its projects.

(ii)

Uncertainty of Laws and Enforcement of Laws

The government of Namibia has been developing a comprehensive system of commercial laws, and considerable progress has been made in introducing laws and regulations dealing with economic matters such as foreign investment, corporate organisation and governance, commerce, taxation and trade. However, because these laws and regulations are relatively new, and because of the limited volume of published cases and their non-binding nature, interpretation and enforcement of these laws and

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regulations involve uncertainties. In addition, as the legal system in Namibia develops, changes in such laws and regulations, their interpretation or their enforcement may have a material adverse effect on the Company’s business operations.

(iii) Foreign Exchange Risk

The value or sale price of the commodities that may be produced by the Company (if any) will expose the income of the Company to the changes in the exchange rate.

The international price of most commodities are denominated in United States dollars, whereas the income and expenditure of the Company are, and will be accounted for, in Australian dollars. The revenues of the Company will be exposed to the fluctuations and volatility of the price of minerals and the rate of exchange between the United States dollar and the Australian dollar, as determined in international markets.

(iv) Repatriation of Profits and Adverse Taxation Consequences

There is no certainty that all future revenues can be repatriated. Further, any material changes in taxation legislation in relation to the returning of revenues from Namibia may affect the viability and profitability of the Company.

(d) Limited explorations of the Company’s projects

The joint venture tenements are in the early stages of exploration and potential investors should understand that mineral exploration, development and mining are high-risk enterprises, only occasionally providing high rewards.

There is no assurance that exploration of the mineral interests currently held by the Company, or any other projects that may be acquired in the future, will result in the discovery of an economically viable mineral deposit. Even if an apparently viable mineral deposit is identified, there is no guarantee that it can be profitably exploited.

(e) Title

The grant of a tenement or the renewal of the term of a tenement of the Joint Venture is at the discretion of various authorities in Namibia and the government of Namibia, the place where the Company intends to conduct its exploration activities.

If a tenement is not granted or renewed, the Company may suffer significant damage through loss of the opportunity to develop and discover mineral deposits on that tenement.

(f) Reliance on Key Personnel

The Company is reliant on a number of key employees, including the directors of the Company. The loss of one or more of its key personnel could have an adverse impact on the business of the Company.

It may be difficult for the Company to attract and retain suitably qualified and experienced people, given the current high demand in the industry and relatively small size of the Company, compared with other industry participants.

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(g) Commodity Prices

Commodity prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include world demand for base metals, oil and gas, forward selling by producers and production cost levels.

Moreover, commodity prices are also affected by macroeconomic factors such as expectations regarding inflation, interest rates and global and regional demand for, and supply of, the commodity as well as general global economic conditions. These factors may have an adverse affect on the Company’s exploration activities, as well as on its ability to fund those activities and the price of the Company’s listed securities.

(h) Future Capital Requirements

The Company’s activities will require substantial expenditures. There can be no guarantees that funds will be raised to successfully achieve all the objectives of the Company’s overall business strategy. If the Company is unable to use debt or equity to fund expansion then there can be no assurances that the Company will have sufficient capital resources for that purpose, or other purposes, or that it will be able to obtain additional resources on terms acceptable to the Company or at all. Any additional equity financing maybe dilutive to Shareholders and any debt financing if available, may involve restrictive covenants, which limit the Company’s operations and business strategy.

The Company’s failure to raise capital if and when needed could delay or suspend the Company’s business strategy and could have a material adverse effect on the Company’s activities and the price of its securities.

(i) Potential Acquisitions

As part of it business strategy, the Company may make acquisitions of, or significant investments in, companies, products, technologies or resource projects. Any such future transactions would be accompanied by the risks commonly encountered in making acquisitions of companies, products, technologies or resource projects.

(j)

Joint Venture Parties, Contractors and Contractual Disputes

The Directors are unable to predict the risk of:

• (i) financial failure or default by a participant in any joint venture to which the Company is, or may become, a party;

• (ii) insolvency or other managerial failure by any of the operators and contractors used by the Company in its exploration activities; or

• (iii) insolvency or other managerial failure by any of the other service providers used by the Company or its operators for any activity.

MINERAL INDUSTRY RISKS

• (k) Exploration, Development, Mining, Processing and Operating Risks

By its nature, the business of mineral exploration and/or production, which the Directors intend the Company to undertake, contains risks. Prosperity depends on the successful exploration and/or acquisition of recoverable and economic

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deposits, design and construction of efficient processing facilities, competent operation and proficient marketing of the product.

The operations of the Company, if and when it commences production, may be disrupted by a variety of risks and hazards which are beyond the control of the Company, including environmental hazards, industrial accidents, technical failures, labour disputes, unusual or unexpected rock formations, formation damage, flooding and extended interruptions due to inclement or hazardous weather conditions, fire and explosions.

These risks and hazards could also result in damage to, or destruction of, production facilities, personal injury, environmental damage, business interruption, monetary losses and possible legal liability. While the Company currently intends to maintain insurance within ranges of coverage consistent with industry practice, no assurance can be given that the Company will be able to obtain such insurance coverage at reasonable rates (or at all), or that any coverage it obtains will be adequate and available to cover any such claims.

Whether or not income will result from projects undergoing exploration, development and production programs, depends on successful establishment of exploration operations. Factors including costs, equipment availability and metal prices affect successful project development as does the design and construction of efficient exploration facilities, competent operation and management and prudent financial administration, including the availability and reliability of appropriately skilled and experienced consultants.

(l) Resource Estimations

Resource estimates are expressions of judgment based on knowledge, experience and resource modelling. As such, resource estimates are inherently imprecise and rely to some extent on interpretations made. Despite employing qualified professionals to prepare resource estimates, such estimates may nevertheless prove to be inaccurate. Furthermore, resource estimates may change over time as new information becomes available. Should the Company encounter mineralisation or geological formation different from those predicted by past drilling, sampling and interpretations, resource estimates may need to be altered in a way that could adversely affect the Company’s operations.

(m) Payment obligations

Under the exploration tenements and certain other contractual agreements to which the Company is or may in the future become a party, the Company is or may become subject to payment and other obligations. Failure to meet these work commitments will render the tenement or licence liable to be cancelled. Further, if any contractual obligations are not complied with when due, in addition to any other remedies that may be available to other parties, this could result in dilution or forfeiture of interest held by the Company.

(n) Occupants and owners of land

Some or all of the mining tenements held by the Company are occupied or owned by third parties.

Should the Company be unable to obtain access to its tenements on terms acceptable to the occupier or owner of the land upon which the Tenements are located then there is a risk that this may cause delays to or prevent any mining operations on the Tenements.

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(o) Metallurgy

Metal and/or mineral recoveries are dependent upon the metallurgical process, and by its nature contain elements of significant risk such as:

• (i) Identifying a metallurgical process through testwork to produce a saleable metal and/or concentrate;

• (ii) Developing an economic process route to produce a metal and/or concentrate; and

• (iii) Changes in mineralogy in the ore deposit can result in inconsistent metal recovery, affecting the economic viability of the project.

ENVIRONMENTAL RISKS

• (p) General

The Company’s projects will be subject to regulations regarding environmental matters and the discharge of hazardous wastes and materials. The government of Namibia and other authorities that administer and enforce environmental laws determine these environmental requirements. As with all mining projects, the projects would be expected to have a variety of environmental impacts should development proceed. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with applicable laws.

The cost and complexity of complying with the applicable environmental laws and regulations may prevent the Company from being able to develop potentially viable mineral deposits.

Although the Board believes that it is in compliance in all material respects with all applicable environmental laws and regulations, there are certain risks inherent to its activities, such as accidental spills, leakages or other unforseen circumstances, which could subject the Company to extensive liability.

Further, the Company may require approval from the relevant authorities before it can undertake activities that are likely to impact the environment. Failure to obtain such approvals will prevent the Company from undertaking its desired activities. The Company is unable to predict the effect of additional environmental laws and regulations, which may be adopted in the future, including whether any such laws or regulations would materially increase the Company’s cost of doing business or affect its operations in any area.

There can be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige the Company to incur significant expenses and undertake significant investments in such respect which could have a material adverse effect on the Company’s business, financial condition and results of operations.

(q) Previous Exploration and Mining

Previous exploration and mining activities undertaken by past tenement holders could in the future give rise to costs for environmental, rehabilitation, damage, control and losses. As at the date of this Notice of Meeting, the Company has received no indication or instruction that rehabilitation of these areas is required. The enforcement of any environmental regulation could lead to increased costs for

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the Company which in turn could adversely affect the Company’s financial performance and available cash reserves.

GENERAL RISKS

(r) Policies and Legislation

Any changes in government policies or legislation, including changes to the taxation system or changes affecting mining and exploration activities may affect the Company’s future earnings, profitability and the relative attractiveness of investing in the Company.

(s) Economic Risk

Changes in the general economic climate in which the Company operates may adversely affect the financial performance of the Company. Factors that may contribute to that general economic climate include, the level of direct and indirect competition against the Company, industrial disruption, the rate of growth of gross domestic product in Australia and Namibia (and any other jurisdictions in which the Company may acquire mineral exploration assets), interest rates and the rate of inflation.

(t) Competition

The Company will compete with other companies, including major mineral exploration and mining companies. Some of these companies have greater financial and other resources than the Company and, as a result, may be in a better position to compete for future business opportunities. Many of the Company’s competitors not only explore for and produce minerals, but also carry out refining operations and produce other products on a worldwide basis. There can be no assurance that the Company can compete effectively with these companies.

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PROXY FORM

APPOINTMENT OF PROXY NOAH RESOURCES NL ACN 118 913 232

GENERAL MEETING

I/We being a Member of Noah Resources NL entitled to attend and vote at the Meeting, hereby Appoint

Name of proxy OR

Mark this box if you wish to appoint the Chairman of the Meeting as your proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting to be held at 1:00 pm (WST), on 18 July 2008 at Montagu Boardroom, Level 1, 37 St Georges Terrace, Perth WA 6000 and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all the resolutions.

Voting on Business of the General Meeting

			FOR	FOR	AGAINST	AGAINST	AGAINST	ABSTAIN	ABSTAIN	ABSTAIN
Resolution	1	– Adoption of Issue of Securities to acquire Namibian Copper
Resolution	2	– Election of Mr Colin Ikin
Resolution	3	– Election of Mr Alan Marlow
Resolution	4	– Election of Mr Robert Peter Timmins
Resolution	5	– Change of Company Name

OR

In relation to these Resolutions, if the Chairman is to be your proxy and you do not wish to direct your proxy how to vote on these Resolutions, please place a mark in this box

By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him 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 these Resolutions and your votes will not be counted in computing the required majority if a poll is called on these Resolutions. The Chairman intends to vote in favour of these Resolutions.

IF THE CHAIRMAN IS TO BE YOUR PROXY IN RELATION TO RESOLUTIONS 1 TO 4 YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY IN RELATION TO RESOLUTIONS 1 TO 4 WILL BE DISREGARDED.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is

%

Signed this day of 2008

By:

By:	By:	By:
Individuals and joint holders Companies (affix common seal if appropriate)
Signature		Director
Signature		Director/Company Secretary
Signature		Sole Director and Sole Company Secretary

NOAH RESOURCES NL ACN 118 913 232

Instructions for Completing ‘Appointment of Proxy’ Form

1. A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

2. A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.

3. Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

4. 2 directors of the company;

5. a director and a company secretary of the company; or

6. for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

1. Completion of a Proxy Form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

2. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.