VENARI MINERALS NL — AGM Information 2009

Nov 1, 2009

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ASTRO RESOURCES NL

ACN 007 090 904

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY STATEMENT TO SHAREHOLDERS

The Annual General Meeting of the Company will be held at 1:00PM on 30 November 2009 (WST) at The Windsor Hotel, 116 Mill Point Rd, South Perth, Western Australia 6151.

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand it, or any part of it, you should consult with your professional advisers without delay.

You are encouraged to attend the meeting, but it you cannot, you are requested to complete and return the enclosed Proxy Form without delay to Link Market Services by post to PO Box A14; Sydney South NSW 1235; or by facsimile to (02) 9187 0303 (please dial +61 if outside Australia).

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ASTRO RESOURCES NL

ACN 007 090 904

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of the Company will be held at The Windsor Hotel, 116 Mill Point Rd, South Perth, Western Australia 6151, 30 November 2009 at 1:00PM (WST) (“Meeting”).

The Proxy Form forms part of this Notice of Annual General Meeting (“Notice”).

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders of the Company at 1:00PM on 26 November 2009 (WST).

ORDINARY BUSINESS

Financial Report

To receive the financial report of the Company and its controlled entities for the year ended 30 June 2009 together with the Directors’ report in relation to that financial year and auditor’s report on the financial report.

1. Resolution 1 – Remuneration Report

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

“That the Remuneration Report for the year ended 30 June 2009 be adopted”

Note – the vote on this resolution is advisory only and does not bind the Directors or the Company.

2. Resolution 2 – To re-elect Mr Peter Jermyn as a Director

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

“That Mr Peter Jermyn, being a Director of the Company who retires by rotation pursuant to Article 17 of the Company’s Constitution, is re-elected a Director of the Company.”

3. Resolution 3 – Ratification of Previous Issue of Securities

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 37,500,000 Shares and 37,500,000 Options on the terms and conditions set out in the Explanatory Statement.”

It is noted the Company will disregard any vote cast on this resolution by any person who participated in the issue and any associates of that person. However, the Company need not disregard a vote if cast by a person as proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form to vote as the proxy decides.

Notice of Annual General Meeting

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4. Resolution 4 – Ratification of Previous Issue of Securities

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 37,500,000 Shares on the terms and conditions set out in the Explanatory Statement.”

It is noted the Company will disregard any vote cast on this resolution by any person who participated in the issue and any associates of that person. However, the Company need not disregard a vote if cast by a person as proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form to vote as the proxy decides.

EXPLANATORY STATEMENT

Shareholders are referred to the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting for further information in relation to the Resolutions.

PROXIES

Shareholders are encouraged to attend the Meeting, but if you are unable to attend the Meeting, we encourage you to complete and return the enclosed Proxy Form.

In accordance with Section 249L of the Corporations Act, Shareholders are advised that:

• Every Shareholder has the right to appoint a Proxy

• The Proxy need not be a Shareholder of the Company; and

• A Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

To Vote by Proxy, please complete and sign the Proxy Form enclosed with Notice of the Annual General Meeting and return as soon as possible to Link Market Services by:

 Facsimile 02 9287 0309 (international dial: +61 2 9287 0309)  Post Locked Bag A14 Sydney South NSW 1235, Australia

Proxy Forms must be received by the Share Registry no later than 48 hours before the time specified for the commencement of the Annual General Meeting.

Proxy Forms received later than this time would be invalid.

By order of the Board

Robert Hyndes Company Secretary

23 October 2009

Notice of Annual General Meeting

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ASTRO RESOURCES NL

ACN 007 090 904

EXPLANATORY STATEMENT

1 Introduction

This Explanatory Statement has been prepared to assist Shareholders of the Company in understanding the business to be put to Shareholders for their consideration at the forthcoming Annual General Meeting.

2 Annual Financial Reports

The Corporations Act requires the Company’s financial statements and reports of the Directors and of the auditors for the year ended 30 June 2009 to be laid before the Annual General Meeting. The financial statements and the reports of the Directors and of the auditors are contained in the Company’s 2009 Annual report, a copy of which is available on the Company’s website at www.aro.com.au

While no resolution is required in relation to this item, Shareholders should consider the documents and raise any matters of interest with the Directors when this item is being considered.

3 Resolution 1 – Adoption of Remuneration Report

The Remuneration Report is required to be considered for adoption in accordance with section 250R of the Corporations Act. The Remuneration Report, which details the Company’s policy on the remuneration of non-executive Directors, executive Directors and senior executives, is part of the Directors Report contained in the Company’s 2009 Annual Report.

The vote on this Resolution is advisory only and does not bind the Directors of the Company. A reasonable opportunity will be given for the discussion of the Remuneration Report at the Annual General Meeting.

4 Resolution 2 – Re-Election of Director – Peter Jermyn

Article 17 of the Company’s Constitution requires one third of the Directors to retire at each annual general meeting. Accordingly, Mr Peter Jermyn retires from office and, being eligible, offers himself for re-election as a Director of the Company.

Over the past twenty five years he has been directly involved in the successful development of hydrocarbon projects in Australia, the Middle East, the United States, the former USSR, PNG, Indonesia, the Philippines and Columbia in South America. He has substantial expertise in the global resources industry and has worked extensively in the exploration for and production of minerals in Australia, Canada, Africa, the United States and Indonesia.

Apart from his direct exploration and mining knowledge Mr Jermyn has considerable skills and experience in the management, financing and corporate sectors of international resources companies

The Board unanimously supports the re-election of Mr Peter Jermyn.

Notice of Annual General Meeting

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5 Resolution 3 – Ratification of Issue of Securities

On 28 September 2009, the Company issued 37,500,000 Shares and 37,500,000 Options in consideration for the conversion of 75 converting loan notes (“Converting Notes”) with a face value of $1,000. These Converting Notes were converted under the Company’s 15% capacity pursuant to ASX Listing Rule 7.1 and were as a result of the Company having issued 75 additional Convertible Notes in addition to the 600 Converting Notes issued and approved for conversion by shareholders on the 15 September 2009.

ASX Listing Rule 7.1 prevents, subject to certain exceptions, the Company from issuing, or agreeing to issue, equity securities in any 12 month period which amounts in excess of 15% of the issued ordinary share capital of the Company (as it stands at the beginning of the 12 month period) without Shareholder approval.

ASX Listing Rule 7.4 provides an exception whereby the Company may “refresh” its capacity to issue securities by obtaining Shareholder approval for issues previously made under Listing Rule 7.1.

The Company therefore seeks Shareholder ratification for the issue of 37,500,000 Shares and 37,500,000 Options for the purposes of Listing Rule 7.4, so that Company’s ability to issue securities will be ‘refreshed’ and it will have flexibility to issue securities should the need or opportunity arise.

In accordance with Listing Rule 7.5 the Company provides the following information to allow them to assess the ratification of the issue of Shares subject to this Resolution:

Number: 37,500,000 Shares and 37,500,000 Options were allotted.

Allotment Date/Date of Issue: The Shares and Options were allotted and issued on 28 September 2009.

Issue Price: The Shares were issued at 0.2cents ($0.002) and the attaching New Options were issued for nil cash consideration.

Allottees: The Shares and Options were allotted and issued to professional investors qualified to participate in an excluded offer pursuant to Section 708 of the Corporations Act.

The allottees to this issue are not a related party of the Company.

Terms: The issued Shares are fully paid ordinary shares in the capital of the Company which rank equally in all respects with the Company’s existing Shares. The issued Options are free attaching options exercisable at $0.002 each on or before 30 June 2010. Upon exercise of the options, each optionholder will be issued one Share and one Piggyback Option for every two new Shares issued. The Piggyback Options are exercisable at $0.01 each on or before 30 June 2012.

Intended Use of Funds: No Funds were raised from the issue of the Shares and Options upon the conversion of the Converting Notes however the loan monies will be settled through the conversion thereby reserving the Company’s cash resources.

Voting Exclusion: It is noted the Company will disregard any vote cast on this resolution by any person who participated in the issue and any associates of that person. However, the Company need not disregard a vote if cast by a person as proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form to vote as the proxy decides.

Notice of Annual General Meeting

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6 Resolution 4 – Ratification of Prior Securities

On 20 October 2009, the Company announced to the ASX the issue of 37,500,000 Shares raising $150,000.

ASX Listing Rule 7.1 prevents, subject to certain exceptions, the Company from issuing, or agreeing to issue, equity securities in any 12 month period which amounts in excess of 15% of the issued ordinary share capital of the Company (as it stands at the beginning of the 12 month period) without Shareholder approval.

ASX Listing Rule 7.4 provides an exception whereby the Company may “refresh” its capacity to issue securities by obtaining Shareholder approval for issues previously made under Listing Rule 7.1.

The Company therefore seeks Shareholder ratification for the issue of 37,500,000 for the purposes of Listing Rule 7.4, so that Company’s ability to issue securities will be ‘refreshed’ and it will have flexibility to issue securities should the need or opportunity arise.

In accordance with Listing Rule 7.5 the Company provides the following information to allow them to assess the ratification of the issue of Shares subject to this Resolution:

Number: 37,500,000 Shares were allotted.

Allotment Date/Date of Issue: The Shares and Options were allotted and issued 22 October 2009

Issue Price: The Shares were issued at 0.4cents ($0.004).

Allottees: The Shares were allotted and issued to sophisticated investors qualified to participate in an excluded offer pursuant to Section 708 of the Corporations Act.

The recipients of this issue are not a related party of the Company.

Terms: The issued Shares are fully paid ordinary shares in the capital of the Company which rank equally in all respects with the Company’s existing Shares.

Intended Use of Funds: The Funds raised from the issue are to be applied to working capital.

Voting Exclusion: It is noted the Company will disregard any vote cast on this resolution by any person who participated in the issue and any associates of that person. However, the Company need not disregard a vote if cast by a person as proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form to vote as the proxy decides.

Notice of Annual General Meeting

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7 Definitions

“Annual General Meeting” means the meeting of Shareholders convened for the purposes (including others) of considering the Resolutions contained in the Notice of Annual General Meeting.

“ASX Listing Rule” or “Listing Rule” means the ASX Listing Rules as named and provided by ASX Limited.

“Board” means the current board of Directors of the Company.

“Company” means Astro Resources NL, ACN 007 090 904.

“Constitution” means the constitution of the Company.

“Corporations Act” means the Corporations Act 2001 (Commonwealth).

“Directors” means a director of the Company.

“Explanatory Statement” means the explanatory statement accompanying the Notice of Annual General Meeting.

“Notice of Annual General Meeting” means the notice convening the Annual General Meeting accompanying this Explanatory Statement.

“Proxy Form” means the form of proxy accompanying the Notice of Annual General meeting.

“Resolution” means a resolution proposed to be passed at the Annual General Meeting and contained in the Notice of Annual General Meeting.

“Share” means one fully paid ordinary share in the Company.

“Shareholder” means a person entered in the Company’s register as a holder of a share.

Notice of Annual General Meeting

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Astro Resources N.L

ABN 96 007 090 904



LODGE YOUR VOTE





By mail:

Astro Resources N.L C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

By fax: +61 2 9287 0309

All enquiries to:

Telephone: 1300 554 474 Overseas: +61 2 8280 7111

X99999999999

X99999999999

ShAREhOLDER VOTING FORM

I/We being a member(s) of Astro Resources N.L and entitled to attend and vote hereby appoint:

STEP 1 APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of the of the Meeting Meeting as your proxy, please write the name of the (mark box) person or body corporate (excluding the registered shareholder) you are appointing as your proxy or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 1:00pm on Monday, 30 November 2009, at The Windsor Hotel, 112 Mill Point Road, South Perth, Western Australia and at any adjournment or postponement of the meeting.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X

STEP 2 VOTING DIRECTIONS For Against Abstain * For Against Abstain * Resolution 1 Resolution 3 Remuneration Report Ratification of Previous Issue of Shares and Options Resolution 2 Resolution 4 To re-elect Mr Peter Jermyn Ratification of Previous Issue as a Director of Equity Securities

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

STEP 3 IMPORTANT – VOTING EXCLUSIONS

If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of Items 3 and 4 above, please place a mark in this box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even though he/she has an interest in the outcome of these Items and that votes cast by him/her for these Items, other than as proxyholder, would 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 Items 3 and 4 and your votes will not be counted in calculating the required majority if a poll is called on those Items. The Chairman of the Meeting intends to vote undirected proxies in favour of Items 3 and 4.

STEP 4

SIGNATURE OF ShAREhOLDERS – ThIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

ARO PRX902

hOW TO COMPLETE ThIS PROXY FORM

Your Name and Address

This is your name and address as it appears on the company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the company. A proxy may be an individual or a body corporate.

Votes on Items of Business – Proxy Appointment

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

Appointment of a Second Proxy

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

To appoint a second proxy you must:

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

• (b) return both forms together.

Signing Instructions

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

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

Joint holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Corporate Representatives

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the company’s share registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 1:00pm on Saturday, 28 November 2009, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged using the reply paid envelope or:

 by mail:

Astro Resources N.L

C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 by fax:

+61 2 9287 0309

 by hand:

delivering it to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000.

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.