VENARI MINERALS NL — AGM Information 2012

Oct 23, 2012

ACN 007 090 904

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY STATEMENT TO SHAREHOLDERS

The Annual General Meeting of Shareholders of the Company will be held at 10:00AM on 30 November 2012 (WST) at Ground Floor, 3 Richardson Street, West Perth, Western Australia 6005.

The Notice of Annual General Meeting, Explanatory Statement and Proxy Form should be read in their entirety. If you are in doubt as to how you should vote, you should seek advice from your accountant, solicitor or other professional adviser prior to voting.

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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 Ground Floor, 3 Richardson Street, West Perth, Western Australia 6005, on 30 November 2012 at 10:00AM (WST).

The Proxy Form forms part of this Notice of Annual General 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 Meeting are those who are registered as Shareholders of the Company at 5:00PM on 28 November 2012 (WST).

ORDINARY BUSINESS

Financial Report

To receive the financial report of the Company and its controlled entities for the year ended 30 June 2012 together with the Directors’ report in relation to that financial year and auditor’s report on the financial report.

1. Resolution 1 – Adoption of Remuneration Report

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

“That the Remuneration Report as set out in the Annual Report for the year ended 30 June 2012 be adopted.”

Note: This resolution is advisory only and does not bind the Company or its Directors. Under the Corporations Act, if 25 percent or more of the votes cast are voted against the adoption of the Remuneration Report at 2 consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution, (a “spill resolution”) that another meeting will be held within 90 days at which all of the Company’s Directors must go up for re-election.

Voting exclusion: A vote on this Resolution must not be cast (in any capacity) by or on behalf of either a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report or their closely related parties (which includes their spouse, child, dependent, other family members and any controlled company). Please refer to the Explanatory Statement for further details.

2. Resolution 2 – Approval of 10% placement facility

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

"That, pursuant to and in accordance with Listing Rule 7. 1 A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7. 1 A.2 and on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person (and any associates of such a person) who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed. However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the Chairman 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.

3. Resolution 3 – Re-election of Peter Jermyn as a Director

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

“That Peter Jermyn being a Director of the Company who was appointed on 29 October 2007 retires pursuant to Article 15.2 of the Company’s Constitution, and being eligible, is re-elected as a Director of the Company.”

Notice of Annual General Meeting

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Astro Resources NL

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.

Capitalised terms used in this Notice of Annual General Meeting of Shareholders are defined in schedule 1 of the Explanatory Statement.

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 this Notice of Annual General Meeting and return it as soon as possible to the Company by:

• Facsimile (08) 9486 1258 (international dial: +61 8 9486 1258)

• • Post PO Box 1728 WEST PERTH WA 6872

Proxy Forms must be received by the Company no later than 10.00am (WST) on 28 November 2012.

Proxy Forms received later than this time would be invalid.

CORPORATE REPRESENTATIVES

Any corporate Shareholder which has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the meeting when registering as a corporate representative.

If a representative of the company is to attend the Meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s share registry website at www.linkmarketservices.com.au/corporate/investorservices/forms .

By order of the Board

Lynton McCreery Company Secretary

24 October 2012

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. Financial Report

The first item of the Notice of Annual General Meeting deals with the presentation of the consolidated annual financial report of the Company for the financial year ended 30 June 2012 together with the Directors' declaration and report in relation to that financial year and the auditor's report on those financial statements. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.

No resolution is required to be moved in respect of this item.

Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company.

The Chairman will also provide Shareholders a reasonable opportunity to ask the auditor questions relevant to:

• the conduct of the audit;

• the preparation and content of the independent audit report;

• the accounting policies adopted by the Company in relation to the preparation of accounts; and

• the independence of the auditor in relation to the conduct of the audit.

3. Resolution 1 – Adoption of Remuneration Report

The Remuneration Report is required to be considered for adoption in accordance with section 250R (2) 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 Director’s Report contained in the Company’s 2012 Annual Report.

Pursuant to section 250R(2) of the Corporations Act, the Company must put a resolution that the Remuneration Report be adopted to vote at the Annual General Meeting. The Remuneration Report of the Company for the financial year ending 30 June 2012 is set out in the Director’s report contained in the Company’s 2012 Annual Report.

The Remuneration Report sets out the Company’s remuneration arrangements for the executive and nonexecutive Directors and executive employees of the Company.

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.

In accordance with Division 9 of Part 2G.2 of the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) must go up for re-election.

The Company encourages all eligible Shareholders to cast their votes on Resolution 1 (Remuneration Report).

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of either a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or their closely related parties.

Notice of Annual General Meeting: Explanatory Statement

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Astro Resources NL

Where permitted to do so, the Chairman intends to vote all undirected proxies held by him in favour of Resolution 1.

If you appoint the Chairman of the Meeting as your proxy, you should direct the Chairman how to vote on Resolution 1 or mark the box in the Proxy Form to permit the Chairman to vote your undirected proxy on that item of business. Please refer to the Proxy Form for further details.

4. Resolution 2 – Approval of 10% placement facility

4.1 General

Listing Rule 7.1 A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1 A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1 A.2 (refer to Section 10.2(c) below).

As disclosed in the Company's 2012 annual report and preceding quarterly report and ASX announcements, the Company continues activities developing its existing projects while also seeking to acquire new resources.

The Company may use the 10% Placement Facility to acquire new resource assets or investments. The Directors of the Company believe that Resolution 2 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

4.2 Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. The Company, as at the date of the Notice, has on issue two types of Equity Securities, Shares and Options

Notice of Annual General Meeting: Explanatory Statement

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Astro Resources NL

Formula for calculating 10% Placement Facility

Listing Rule 7.1 A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(AxD)-E

• A is the number of shares on issue 12 months before the date of issue or agreement:

• (A) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

• (B) plus the number of partly paid shares that became fully paid in the 12 months;

• (C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;

• (D) less the number of fully paid shares cancelled in the 12 months

Note that A is has the same meaning in Listing Rule 7. 1 when calculating an entity's 15% placement capacity.

• D is 10%

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1 A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

(c)

Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1 A is in addition to the entity's 15% placement capacity under Listing Rule 7.1. At the date of this Notice, the Company has on issue 3,488,062,324 Shares and therefore has a capacity to issue:

• (i) 523,209,348 Equity Securities under Listing Rule 7.1; and

• (ii) subject to Shareholder approval being sought under Resolution 2; 348,806,232 Equity Securities under Listing Rule 7.1 A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1 A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 10.2(c) above).

(d)

Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1 A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

Notice of Annual General Meeting: Explanatory Statement

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Astro Resources NL

(e) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1 A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

• (ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking);or

such longer period if allowed by ASX ( 10% Placement Period ).

4.3 Listing Rule 7.1A

The effect of Resolution 2 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1 A during the 10% Placement Period without using the Company's 15% placement capacity under Listing Rule 7.1.

Resolution 2 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

4.4 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (b) If Resolution 2 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table (in the case of Listed Options, only if the Listed Options are exercised). There is a risk that:

• (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1 A(2) as at the date of this Notice.

Notice of Annual General Meeting: Explanatory Statement

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Astro Resources NL

The table also shows:

• (i) two examples where variable "A" has increased, by 50% and 100%. Variable "A" is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting; and

• (ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the current market price.

		Dilution
Variable “A” in Listing Rule 7.1A 2		$0.001 (0.1c) 50% decrease in Issue Price	$0.002 (0.2c) Issue Price	$0.003 (0.3c) 50% increase in Issue Price
	10% Voting Dilution	348,806,232 Shares	348,806,232 Shares	348,806,232 Shares
Current Variable A 3,488,062,324
	Funds Raised	$348,806	$697,612	$1,046,419
	10% Voting Dilution	523,209,348 Shares	523,209,348 Shares	523,209,348 Shares
50% increase in current Variable A 5,232,093,486 Shares
	Funds Raised	$523,209	$1,046,419	$1,569,628
	10% Voting Dilution	697,612,464 Shares	697,612,464 Shares	697,612,464 Shares
100% increase in current Variable A 6,976,124,648 Shares
	Funds Raised	$697,612	$1,395,225	$2,092,837

The table has been prepared on the following assumptions:

• (i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

• (ii) No Listed Options (including any Listed Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities;

• (iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• (iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting.

• (v) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• (vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Listed Options, it is assumed that those Listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

• (vii) The issue price is $0.002, being the closing price of the Shares on ASX on 23 October 2012.

Notice of Annual General Meeting: Explanatory Statement

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Astro Resources NL

• (c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 2 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities or Listing Rule 11.2 (disposal of main undertaking).

• (d) The Company may seek to issue the Equity Securities for the following purposes:

• (i) non-cash consideration for the acquisition of the new resources assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

• (ii) cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expense associated with such acquisition), continued exploration and feasibility study expenditure on the Company's current assets and/or general working capital.

The Company will comply with the disclosure obligations under Listing Rules 7.1 A(4) and 3.10.5A upon issue of any Equity Securities.

The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• (iii) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

• (iv) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the financial situation and solvency of the Company; and

• (v) advice from corporate, financial and braking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company is successful in acquiring new resources assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new resources assets or investments.

• (e) The Company has not previously obtained Shareholder approval under Listing Rule 7.1A.

• (f) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

5. Resolution 3 – Re-election of Peter Jermyn as a Director

Peter Jermyn was appointed a Director of the Company on 29 October 2007. Article 15.2 of the Company’s Constitution requires at every annual general meeting, if and for so long as there are 3 or more Relevant Directors, one-third of the Relevant Directors will retire from office and be eligible for re-election. Accordingly, Mr. Jermyn retires from office, and being eligible, offers himself for re-election as a Director of the Company. A brief profile is provided below.

Notice of Annual General Meeting: Explanatory Statement

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Astro Resources NL

Mr Peter Jermyn has over thirty-eight years of experience in most facets of the international exploration and mining industry. He attended Curtin University under a scholarship to the Western Australian Department of Minerals and Energy and then became actively involved in the resources arena in Australia. In the mid and late 70’s he spent considerable time in the Middle East developing projects and his experience in the oil and gas industry.

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 Peter Jermyn has considerable skills and experience in the management, financing and corporate sectors of international resources companies.

The Directors unanimously recommend that Shareholders vote in favour of this Resolution 2.

Notice of Annual General Meeting: Explanatory Statement

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ASTRO RESOURCES NL

ACN 007 090 904

SCHEDULE 1: DEFINITIONS

“Annual General Meeting” or "Meeting" means the meeting of Shareholders convened for the purposes of considering the Resolutions contained in this Notice of Annual General Meeting.

“ASX” means ASX Limited or the financial market operated by ASX Limited known as the Australian Securities Exchange, as the context requires.

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

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

“Chairman” means the chairman of the Board.

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

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

“Constitution” means the constitution of the Company.

“Director” means a director of the Company.

“Equity Security” means a Share, a right to a Share or option, an option, a convertible security or any security that ASX decides to classify as an Equity Security.

“Explanatory Statement” means this 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 this Notice of General Meeting.

“Share” means an ordinary share in the capital of the Company.

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

“Trading Day” means with respect to shares in a company listed on ASX, a day on which the shares are tradeable on ASX.

“VWAP” means Volume Weighted Average Price.

Notice of Annual General Meeting: Schedule 1

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PROXY FORM

LODGE YOUR VOTE

ABN 96 007 090 904

By Mail:  By Fax: Astro Resources NL +61 8 9486 1258 PO Box 1728

West Perth WA 6872  All enquiries to: Australia Tel: +61 8 6389 5777

 By Mail:

Name Company Address 1 Address 2 Address 3 SRN/HIN: X99999999999999999

STEP 1 APPOINT A PROXY TO VOTE ON YOUR BEHALF

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

	The Chairman of the Meeting (mark box).	OR	if you areNOTappointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as yourproxy.

or failing the person/body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am (WST) on Friday 30 November 2012, at Ground Floor, 3 Richardson Street; West Perth, Western Australia 6005 and at any adjournment or postponement of the meeting.

Important for Resolution 1: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Resolution 1 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Resolution 1 and your votes will not be counted in computing the required majority if a poll is called on these Resolutions. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 1 of business.

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

STEP 2 VOTING DIRECTIONS

Please read the voting instructions overleaf before marking any boxes with an 

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*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.

For Against *Abstain Resolutions 1 Adoption of Remuneration Report    2 Pre-Approval for additional placement capacity    3 Re-election of Peter Jermyn as a Director   

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

STEP 3 SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1(Individual) Sole Director and Sole Company Secretary	Joint Shareholder 2(Individual) Director/Company Secretary	Joint Shareholder3 (Individual)
		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).

HOW TO COMPLETE THIS PROXY FORM

ABN 96 007 090 904

For your vote to be effective it must be signed and received by 5:00 pm (WST) on Wednesday, 28 November 2012

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

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

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

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 appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in step 1 overleaf.

A proxy need not be a shareholder of the Company.

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, all of the security holders should sign.

Power of Attorney: To sign under Power of Attorney, you must lodge the Power of Attorney with the Company. 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. Delete titles as applicable

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate security holder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from the Company by telephoning +61 8 6389 5777.

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

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 5:00pm (WST) on Wednesday 28 November 2012, 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:  By Fax: Astro Resources NL +61 8 9486 1258 PO Box 1728 West Perth WA 6872 Australia

By Hand:

Delivering it to: Astro Resources NL

Ground Floor, 3 Richardson Street; West Perth WA 6005.

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.