VENARI MINERALS NL — Proxy Solicitation & Information Statement 2009

Aug 13, 2009

Astro Diamond Mines N.L. ABN 96 007 090 904

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C/- Norvest Corporate Pty Ltd Ground Floor, 16 Ord Street West Perth, WA 6005, Australia

PO Box 1696, West Perth, WA 6872, Australia Telephone: +61 8 9324 8555 Facsimile: +61 8 9324 8560 Email: info@aro.com.au

12 August 2009

Dear Shareholder,

Enclosed with this letter is a Notice of Meeting setting out a number of resolutions designed to restructure and revitalise the Company.

For some time Astro Diamond Mines has been primarily focused on the identification of world-class diamond and resource projects. Our diamond interests consist of tenements along strike from the Ellendale diamond mine (operated by the UK listed company, GEM Diamonds). Three of the projects in the Northern Territory have been joint-ventured, with an 80% interest farmed out. Evaluation of these properties has not, as yet, provided the exploration success your directors had hoped for increase in shareholder value.

Global financial events over the past year have also had a significant impact on both the world diamond market and our own activities. A proposed rights issue opened at the height of the financial crisis had to be cancelled.

To overcome the challenges facing the Company, it was a clear that a fresh approach was required. To meet this challenge the Board has been refreshed with the appointment of two new directors, Mr Malcolm Macleod as the executive director of the Company and Mr Robert Hyndes as non executive director and company secretary. Both Malcolm and Robert have extensive experience across a broad range of resource commodities and industries.

The new Board is determined to source and identify new exploration and investment opportunities across the resources sector that have the potential to add significant market appeal and shareholder value. The recent improvements in world markets have seen many substantial, highly prospective, early stage opportunities open up as the world economies begin their recovery from the global recession.

Astro is now putting a number of matters before shareholders for approval to position the Company to take advantage of these opportunities. Accordingly, the Board has determined that it is appropriate to seek your approval for the Company to be renamed “Astro Resources NL”. The new name will reflect the Company’s wider scope of resource activities and company-making projects rather than one singularly or exclusively focused on diamonds.

To assist in pursuing these new opportunities and in order to supplement working capital the Company has issued converting loan notes, with a face value of $1000 each to professional and institutional investors. It is intended that 600 converting notes will be issued, raising up to $600,000.

Pre-approval for a placement to raise up to $1 million is also being sough t . The funds raised, and the ability to raise f urther funds, if required, will assist in the ide n tification and evaluation of potential world-cla s s opportunities.

In order to preserve, as far as p o ssible, the current cash resources of the Company, several of the directors and consultants have agreed to take equity in the Company in s tead of cash. To give additional incentive to t h e directors, the Company also seeks your approval for the issue of incentive options. T he Board believes that option incentives a re far more appropriate and beneficial to th e Company (particularly in our current stage of d evelopment) than cash.

To reflect the Company’s restru c tured approach and wider focus the Board al s o feels that it is appropriate that the large a m ount of share capital, historically recorded in the financial accounts of the Company, should now be reduced. The Board believes these me a sures will place the Company on a sound a n d revitalised footing and provide the necessary platform for the pursuit of exciting new oppor t unities.

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Yours faithfully,
Peter Jermyn
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Chairman

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ASTRO DIAMOND MINES NL ABN 96 007 090 904

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT TO SHAREHOLDERS

TIME: 10.00 AM DATE: TUESDAY, 15 SEPTEMBER 2009 PLACE: NORVEST CORPORATE PTY LTD GROUND FLOOR, 16 ORD STREET, WEST PERTH, WA

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 if you cannot, you are requested to complete and return the enclosed Proxy Form without delay to Astro Diamond Mines NL C/- Norvest Corporate Pty Ltd at Ground Floor, 16 Ord Street, West Perth WA 6005 or by mail to PO Box 1696, West Perth WA 6872 or by facsimile on facsimile number +61 8 9324 8560.

THIS PAGE IS BLANK INTENTIONALLY

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ASTRO DIAMOND MINES NL ABN 96 007 090 904

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that the General Meeting of the Shareholders of Astro Diamond Mines NL (“the Company”) will be held as specified below:

TIME: 10.00am

DATE: TUESDAY, 15 SEPTEMBER 2009

PLACE: NORVEST CORPORATE PTY LTD, GROUND FLOOR, 16 ORD STREET, WEST PERTH, WA

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

If you wish to discuss any aspects of this document with the Company, contact Robert Hyndes, Director on +61 8 9324 8555.

Terms and abbreviations used in this Notice of General Meeting and the accompanying Explanatory Statement are defined in Section 14 of the Explanatory Statement.

RESOLUTION 1: ISSUE OF SECURITIES ON CONVERSION OF CONVERTING LOAN NOTES

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

“That pursuant to Listing Rule 7.1 and for all other purposes, approval be given to issue up to 300,000,000 Shares at a deemed issue price of $0.002 each together with up to 300,000,000 free attaching New Options upon conversion of the Converting Loan Notes on the terms and conditions set out in the Explanatory Statement.”

VOTING EXCLUSION STATEMENT: The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and a person who may obtain a benefit, except a benefit solely in the capacity of a Shareholder, if the Resolution is passed, and an Associate of those persons.

RESOLUTION 2: ISSUE OF SHARES TO ROBIN ARMSTRONG

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

“That pursuant to Listing Rule 10.11, Section 208 of the Corporations Act and for all other purposes, approval be given to issue 2,500,000 Shares at a deemed issue price of $0.004 each to Robin Armstrong (or nominee) as settlement for outstanding fees on the terms and conditions set out in the Explanatory Statement”.

VOTING EXCLUSION STATEMENT: The Company will disregard any votes cast on this Resolution by Robin Armstrong (or nominee) and his Associates.

NOTICE OF GENERAL MEETING

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RESOLUTION 3: ISSUE OF SHARES TO DAVID GIBBS

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

“That pursuant to Listing Rule 10.11, Section 208 of the Corporations Act and for all other purposes, approval be given to issue 2,500,000 Shares at a deemed issue price of $0.004 each to David Gibbs (or nominee) as settlement for outstanding fees on the terms and conditions set out in the Explanatory Statement”.

VOTING EXCLUSION STATEMENT: The Company will disregard any votes cast on this Resolution by David Gibbs (or nominee) and his Associates.

RESOLUTION 4: ISSUE OF SHARES TO PETER JERMYN

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

“That pursuant to Listing Rule 10.11, Section 208 of the Corporations Act and for all other purposes, approval be given to issue 10,000,000 Shares at a deemed issue price of $0.004 each to Peter Jermyn (or nominee) as settlement for outstanding fees on the terms and conditions set out in the Explanatory Statement”.

VOTING EXCLUSION STATEMENT: The Company will disregard any votes cast on this Resolution by Peter Jermyn (or nominee) and his Associates.

RESOLUTION 5: ISSUE OF SHARES TO ROBERT HYNDES

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

“That pursuant to Listing Rule 10.11, Section 208 of the Corporations Act and for all other purposes, approval be given to issue 5,000,000 Shares at a deemed issue price of $0.004 each to Robert Hyndes (or nominee) as settlement for outstanding fees on the terms and conditions set out in the Explanatory Statement”.

VOTING EXCLUSION STATEMENT: The Company will disregard any votes cast on this Resolution by Robert Hyndes (or nominee) and his Associates.

RESOLUTION 6: ISSUE OF SHARES TO CONSULTANTS

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

“That pursuant to Listing Rule 7.1 and for all other purposes, approval be given to issue a total of 28,300,000 Shares at a deemed issue price of $0.004 each to consultants (or nominees) as settlement for outstanding fees on the terms and conditions set out in the Explanatory Statement”.

VOTING EXCLUSION STATEMENT: The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and a person who may obtain a benefit, except a benefit solely in the capacity of a Shareholder, if the Resolution is passed, and an Associate of those persons.

RESOLUTION 7: SHARE PLACEMENT FACILITY

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

“That pursuant to Listing Rule 7.1 and for all other purposes, approval be given to issue up to 250,000,000 Shares at an issue price of $0.004 each to excluded investors pursuant to section 708 of the Corporations Act under a placement facility to raise up to $1,000,000 before costs on the terms and conditions set out in the Explanatory Statement”.

VOTING EXCLUSION STATEMENT: The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and a person who may obtain a benefit, except a benefit solely in the capacity of a Shareholder, if the Resolution is passed, and an Associate of those persons.

NOTICE OF GENERAL MEETING

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RESOLUTION 8: ISSUE OF OPTIONS TO PETER JERMYN

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

“That pursuant to Listing Rule 10.11, Section 208 of the Corporations Act and for all other purposes, approval be given to issue 15,000,000 Options to Peter Jermyn (or nominee) on the terms and conditions set out in the Explanatory Statement”.

VOTING EXCLUSION STATEMENT: The Company will disregard any votes cast on this Resolution by Peter Jermyn (or nominee) and his Associates.

RESOLUTION 9: ISSUE OF OPTIONS TO ROBERT HYNDES

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

“That pursuant to Listing Rule 10.11, Section 208 of the Corporations Act and for all other purposes, approval be given to issue 15,000,000 Options to Robert Hyndes (or nominee) on the terms and conditions set out in the Explanatory Statement”.

VOTING EXCLUSION STATEMENT: The Company will disregard any votes cast on this Resolution by Robert Hyndes (or nominee) and his Associates.

RESOLUTION 10: ISSUE OF OPTIONS TO MALCOLM MACLEOD

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

“That pursuant to Listing Rule 10.11, Section 208 of the Corporations Act and for all other purposes, approval be given to issue 15,000,000 Options to Malcolm Macleod (or nominee) on the terms and conditions set out in the Explanatory Statement”.

VOTING EXCLUSION STATEMENT: The Company will disregard any votes cast on this Resolution by Malcolm Macleod (or nominee) and his Associates.

RESOLUTION 11: ISSUE OF OPTIONS TO NORVEST CORPORATE PTY LTD

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

“That pursuant to Listing Rule 7.1 and for all other purposes, approval be given to issue 2,500,000 Options to Norvest Corporate Pty Ltd (or nominee) on the terms and conditions set out in the Explanatory Statement”.

VOTING EXCLUSION STATEMENT: The Company will disregard any votes cast on this Resolution by Norvest Corporate Pty Ltd (or nominee) and a person who may obtain a benefit, except a benefit solely in the capacity of a Shareholder, if the Resolution is passed, and an Associate of those persons.

RESOLUTION 12: RE-ELECTION OF ROBERT HYNDES AS DIRECTOR

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

"That Robert Hyndes being a Director of the Company who was appointed on 18 May 2009 retires pursuant to Article 16.4 of the Company’s Constitution, and being eligible, is re-elected as a Director of the Company.”

NOTICE OF GENERAL MEETING

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RESOLUTION 13: RE-ELECTION OF MALCOLM MACLEOD AS DIRECTOR

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

"That Malcolm Macleod being a Director of the Company who was appointed on 18 May 2009 retires pursuant to Article 16.4 of the Company’s Constitution, and being eligible, is re-elected as a Director of the Company.”

RESOLUTION 14: REDUCTION OF CAPITAL

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

“That pursuant to sections 256B, 256C and 258F of the Corporations Act, Article 10 of the Constitution and for all other purposes, approval be given to alter the capital of the Company by reducing the share capital by an amount of $45,709,759 being the share capital which is considered to be permanently lost against accumulated losses of the Company with effect from the date determined by section 256C(3).”

RESOLUTION 15: CHANGE OF COMPANY NAME

To consider and, if thought fit, to pass the following resolution as a special resolution:

“That pursuant to section 157 of the Corporations Act and subject to the approval by ASIC, approval be given to change the name of the Company to Astro Resources NL.”

VOTING EXCLUSIONS

Where a voting exclusion applies to a Resolution, the Company need not disregard a vote if it is cast by a person as 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 General Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

EXPLANATORY STATEMENT

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

PROXIES

Members 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:

• each 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 General Meeting and return as soon as possible to Astro Diamond Mines NL C/- Norvest Corporate Pty Ltd by:

• facsimile to +61 8 9324 8560; or

• post to PO Box 1696 West Perth WA 6872; or

• deliver to Ground Floor, 16 Ord Street, West Perth WA 6005.

Proxy Forms must be received by the Company not later than 48 hours before the time specified for the commencement of the General Meeting.

NOTICE OF GENERAL MEETING

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DATE FOR DETERMINING HOLDERS OF SHARES

For the purposes of regulation 7.11.37 of the Corporations Act, the Directors have set 9.00am (WST) on Monday, 14 September 2009 as the time and date to determine who are the registered Shareholders in the Company for the purposes of the General Meeting. Accordingly Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting.

Dated this 28 July 2009

By order of the Board

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Robert Hyndes Company Secretary

NOTICE OF GENERAL MEETING

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ASTRO DIAMOND MINES NL ABN 96 007 090 904

EXPLANATORY STATEMENT TO SHAREHOLDERS

This Explanatory Statement sets out information in relation to the Resolutions. The Directors recommend that you read the Explanatory Statement and either attend the General Meeting or complete the attached Proxy Form.

1. RESOLUTION 1: ISSUE OF SECURITIES ON CONVERSION OF THE CONVERTING LOAN NOTES

This Resolution seeks Shareholder approval pursuant to Listing Rule 7.1 to issue up to 300,000,000 Shares and up to 300,000,000 free attaching New Options upon conversion of the Converting Loan Notes.

As announced on 15 March 2009, the Company proposed to raise $500,000 through an issue of 500 Converting Loan Notes with a face value of $1,000 each. The funds raised will be used by the Company for working capital. The issue was fully underwritten by Cunningham Securities Pty Ltd for a fee of 6% plus GST. The issue has been fully sub-underwritten by clients of Cunningham Securities Pty Ltd.

Subsequently, the Board decided to offer up to an additional 100 Converting Loan Notes with a face value of $1,000 each on the same terms. Accordingly, if all 600 Converting Loan Notes are issued total funds of $600,000 before costs will be raised by the Company.

Subject to shareholder approval, per Resolution 1, the Converting Loan Notes will convert into a maximum of 300,000,000 Shares at $0.002 each and 300,000,000 free attaching New Options. The New Options are exercisable at $0.002 each on or before 30 June 2010. Upon exercise of the New Options, each optionholder will be issued one Share and one Piggy Back Option for every two new Shares issued. The Piggy Back Options are exercisable at $0.01 each on or before 30 June 2012.

In the event that Shareholders do not approve the conversion of the Converting Loan Notes pursuant to Resolution 1, then:

• interest will accrue on the face value of the Converting Loan Notes at the rate of 15% per annum from the date the loan monies were received by the Company and will be payable monthly in arrears; and

• the loan monies received by the Company for the Converting Loan Notes will be deemed “at call” and will be redeemable at the holder’s option at any time following the date of the General Meeting.

The non-approval of the conversion is not a commercially desirable position for the Company or in the best interests of Shareholders as the Company would be required to raise further capital via debt or equity to repay the loan funds and the interest payments will have a detrimental effect on the Company’s cashflow.

Listing Rule 7.1 prohibits a listed company from issuing securities representing more than 15% of its issued capital in any 12 month period without prior shareholder approval (subject to certain exceptions). By obtaining approval pursuant to this Resolution, the securities to be issued on conversion of the Converting Loan Notes will not be counted in the Company’s 15% limit and the capacity will be reinstated.

In accordance with Listing Rule 7.3 the following information is provided:

Maximum Number : 300,000,000 Shares and 300,000,000 free attaching New Options.

Allotment Date/Date of Issue : It is likely that the allotment will occur on a single date no later than 3 months after the General Meeting or such later date to the extent permitted by an ASX waiver of the Listing Rules.

Issue Price : The Shares will be issued at $0.002 each. The attaching New Options will be issued for nil cash consideration.

EXPLANATORY STATEMENT

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Allottees : The allottees will be clients of Cunningham Securities Pty Ltd pursuant to the exclusions under section 708 of the Corporations Act. No allottee will be a related party of the Company and no allottee will hold more than 20% of the Shares in the Company following the issue.

Terms : The Shares will rank equally in all respects with the existing Shares on issue. The New Options are exercisable at $0.002 each on or before 30 June 2010. Upon exercise of the New Options, each optionholder will be issued one Share and one Piggy Back Option for every two new Shares issued. The Piggy Back Options are exercisable at $0.01 each on or before 30 June 2012. The New Options and the Piggy Back Options will not be quoted on ASX. The full terms and conditions of the New Options and the Piggy Back Options are set out in Annexure A to this Explanatory Statement.

Intended Use of Funds : The maximum $600,000 to be raised from the issue of the Converting Loan Notes will be used by the Company for working capital after payment of underwriting fees and other costs of issue. No funds will be raised through the issue of the Shares and attaching New Options upon conversion of the Converting Loan Notes but the loan monies will be settled through the conversion thereby reserving the Company’s cash resources.

Voting Exclusion : an appropriate voting exclusion statement is included in the Notice of General Meeting.

2. RESOLUTIONS 2, 3, 4 & 5: ISSUE OF SHARES TO DIRECTORS ON SETTLEMENT OF DEBT

These Resolutions seek Shareholder approval pursuant to Listing Rule 10.11 and Chapter 2E of the Corporations Act for the issue of a total of 20,000,000 Shares at a deemed issue price of $0.004 each to certain Directors in settlement of outstanding fees for the financial year ended 30 June 2009.

As set out in the table below, the following former and current Directors have agreed, subject to regulatory approvals, to convert their outstanding fees into Shares in order to preserve the Company’s working capital.

Director (or nominee)	Resn	Number of	Issue Price	Outstanding Fees	Type of Fees
		Shares
Robin Armstrong	2	2,500,000	$0.004	$10,000	Director fees
David Gibbs	3	2,500,000	$0.004	$10,000	Consulting fees
Peter Jermyn	4	10,000,000	$0.004	$40,000	Director fees
RobertHyndes	5	5,000,000	$0.004	$20,000	Consultingfees
TOTAL SHARES		20,000,000		$80,000

Listing Rule 10.11 provides that a company must not issue equity securities to a Related Party without prior Shareholder approval. Pursuant to Listing Rule 7.2 exception 14, where Listing Rule 10.11 approval is sought, approval under Listing Rule 7.1 is not required and the issue of securities will not be included in the Company’s 15% limit.

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party, subject to certain exceptions, without the prior approval of Shareholders. A "financial benefit" is defined in broad terms in section 229 of the Corporations Act and includes the issue of securities.

In accordance with Listing Rule 10.13 and section 219 of the Corporations Act the following information is provided to help Shareholders assess the merits of this Resolution:

Allottees : Per the above table.

Maximum Number : 20,000,000 Shares.

Allotment Date/Date of Issue : It is likely that the allotment will occur on a single date no later than 1 month after the General Meeting or such later date to the extent permitted by an ASX waiver of the Listing Rules.

Related Party/Relationship : Robin Armstrong and David Gibbs are former Directors of the Company who resigned on 18 May 2009 and 5 June 2009 respectively. Peter Jermyn and Robert Hyndes are current Directors of the Company.

Issue Price : deemed issue price of $0.004 each.

Terms : The Shares will rank equally in all respects with the existing Shares on issue.

Nature of the Financial Benefit : The issue of 20,000,000 Shares.

Value of the Financial Benefit : Based on the deemed issue price of the Shares, the total implied value of the Shares would equate to $80,000. The quantum of the benefit will depend in part on the price at which the Shares trade on ASX. The last closing sale price of the Shares on ASX prior to the date of the Notice of General Meeting was $0.005. On that basis, the total market value of the 20,000,000 Shares would equate to $100,000.

EXPLANATORY STATEMENT

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Dilution Effect : The issue of 20,000,000 Shares will marginally dilute the interests of existing Shareholders.

Existing Interest in Securities of the Company : Peter Jermyn has an existing relevant interest in 18,579,413 Shares. David Gibbs has an existing relevant interest in 1,000,000 Shares. Robin Armstrong and Robert Hyndes have no existing interest in the securities of the Company.

Remuneration : Remuneration for the Directors for the financial year ended 30 June 2009 which includes the outstanding fees to be settled by the issue of Shares pursuant to Resolutions 2, 3, 4 & 5 is as follows:

Director Directors Fees Consulting Fees Robin Armstrong $24,000 David Gibbs $15,000 $10,000 Peter Jermyn $60,000 RobertHyndes $5,000 $65,250 Fees earned priorto becoming aDirector.

Directors Recommendations : Each of the Directors declines to make a recommendation to Shareholders in relation to their respective Resolutions due to their material personal interest in the outcome of that Resolution. However, the other Directors (who have no material personal interest in the outcome of that Resolution) recommend that Shareholders vote in favour of the Resolution as the settlement of outstanding fees through the issue of Shares preserves the Company’s cash and the Shares are being issued on the same basis as those to unrelated consultants in the following Section.

Intended Use of Funds : No funds will be raised through the issue of the 20,000,000 Shares but total creditors of $80,000 will be settled thereby reserving the Company’s cash resources.

Voting Exclusion : An appropriate voting exclusion statement is included in the Notice of General Meeting.

3. RESOLUTION 6: ISSUE OF SHARES TO CONSULTANTS

This Resolution seeks Shareholder approval pursuant to Listing Rule 7.1 to issue a total of 28,300,000 Shares at a deemed issue price of $0.004 each to various consultants as settlement of outstanding fees in order to preserve the Company’s working capital.

Listing Rule 7.1 prohibits a listed company from issuing securities representing more than 15% of its issued capital in any 12 month period without prior shareholder approval (subject to certain exceptions). By obtaining approval, the securities will not be counted in the Company’s 15% limit and the capacity will be reinstated.

In accordance with Listing Rule 7.3 the following information is provided:

Maximum Number : 28,300,000 Shares.

Allotment Date/Date of Issue : It is likely that the allotment will occur on a single date no later than 3 months after the General Meeting or such later date to the extent permitted by an ASX waiver of the Listing Rules. Issue Price : deemed issue price of $0.004 each.

Allottees : Various consultants none of which are related parties of the Company and no allottee will hold more than 20% of the Shares in the Company after the issue.

Terms : The Shares will rank equally in all respects with the existing Shares on issue.

Intended Use of Funds : No funds will be raised through the issue of the 28,300,000 Shares but total creditors of $113,200 will be settled thereby reserving the Company’s cash resources.

Voting Exclusion : an appropriate voting exclusion statement is included in the Notice of General Meeting.

4. RESOLUTION 7: SHARE PLACEMENT FACILITY

This Resolution seeks Shareholder approval pursuant to Listing Rule 7.1 for a placement facility to issue up to 250,000,000 Shares at an issue price of $0.004 each to raise up to $1,000,000 before costs.

As at the date of this Notice of General Meeting, there has been no decision by the Directors as to whether to issue the above Shares the subject of Resolution 7. However, the Directors believe it is prudent for the Company to have a share placement facility available so that additional equity funds can be raised if considered necessary. If not utilised, the facility will lapse 3 moths after the date of the General Meeting.

Listing Rule 7.1 prohibits a listed company from issuing securities representing more than 15% of its issued capital in any 12 month period without prior shareholder approval (subject to certain exceptions). By obtaining approval, the securities will not be counted in the Company’s 15% limit and the capacity will be reinstated.

EXPLANATORY STATEMENT

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In accordance with Listing Rule 7.3 the following information is provided:

Maximum Number : 250,000,000 Shares.

Allotment Date/Date of Issue : It is likely that the allotment will occur on a single date no later than 3 months after the General Meeting or such later date to the extent permitted by an ASX waiver of the Listing Rules.

Issue Price : $0.004 each.

Allottees : As at the date of this Notice the names of any allottees or proposed allottees are not known. The allocation of any Shares will be at the discretion of the Directors provided that any allottees must be excluded investors under Section 708 of the Corporations Act (eg. sophisticated, experienced and professional investors) and must not be related parties of the Company and no allottee will hold more than 20% of the Company after the issue.

Terms : The Shares will rank equally in all respects with the existing Shares on issue.

Intended Use of Funds : Funds of up to $1,000,000 before costs may be raised under the placement facility. Any funds raised will be used as additional working capital for the Company and for the identification and evaluation of potential acquisition and development opportunities in the resources sector.

Voting Exclusion : an appropriate voting exclusion statement is included in the Notice of General Meeting.

5. RESOLUTIONS 8, 9 & 10: ISSUE OF OPTIONS TO DIRECTORS

The Company is seeking shareholder approval for the purposes of Listing Rule 10.11 and section 208 of the Corporations Act to issue 15,000,000 Options each to Messrs. Jermyn, Hyndes and Macleod or their nominees pursuant to Resolutions 8, 9 and 10 respectively.

The purpose of issuing the Options is to give the Directors an additional incentive to provide dedicated and ongoing commitment to the Company and to utilise their experience and expertise to the benefit of the Company and its Shareholders.

Listing Rule 10.11 provides that a company must not issue equity securities to a Related Party without prior Shareholder approval. Pursuant to Listing Rule 7.2 exception 14, where Listing Rule 10.11 approval is sought, approval under Listing Rule 7.1 is not required and the issue of securities will not be included in the Company’s 15% limit.

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party, subject to certain exceptions, without the prior approval of Shareholders. A "financial benefit" is defined in broad terms in section 229 of the Corporations Act and includes the issue of securities.

In accordance with Listing Rule 10.13 and section 219 of the Corporations Act the following information is provided to help Shareholders assess the merits of this Resolution:

Allottees : Peter Jermyn, Robert Hyndes and Malcolm Macleod.

Maximum Number : 45,000,000 Options allocated on the basis of 15,000,000 Options each.

Allotment Date/Date of Issue : It is likely that the allotment will occur on a single date no later than 1 month after the General Meeting or such later date to the extent permitted by an ASX waiver of the Listing Rules.

Related Party/Relationship : Directors of the Company.

Issue Price : The Options will be issued for nil cash consideration.

Terms : The Options are unlisted and exercisable at $0.01 each on or before 31 July 2013. Full terms and conditions are set out in Annexure B to this Explanatory Statement.

Nature of the Financial Benefit : The issue of 15,000,000 Options to each of the Directors.

Value of the Financial Benefit : The Options proposed to be issued pursuant to this Resolution are being issued for nil cash consideration. The quantum of the benefit attributable to the Options is dependent, in part, on the price at which the underlying Shares can be traded on ASX. As the current market price for a Share on ASX is less than the exercise price of the Options, their intrinsic value at the date of the Explanatory Statement, is nil. The indicative value of the Options has been determined under a theoretical pricing model in Section 5.1 below to be $0.0031 per Option or $46,500 for the 15,000,000 Options to be issued to each of the Directors. The Options will only have value if on the date that the Options are exercised, the market price of the Shares exceeds the exercise price of the Options. In these circumstances, the holder of the Options will obtain a financial benefit equivalent to the difference between the market price and exercise price at that time.

EXPLANATORY STATEMENT

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Existing Interest in Securities : Peter Jermyn has an existing relevant interest in 18,579,413 Shares. Robert Hyndes and Malcolm Macleod have no existing interest in the securities of the Company.

Remuneration : Peter Jermyn currently receives remuneration as Chairman of the Company of $60,000 per annum. Robert Hyndes currently receives remuneration as a non-executive Director of the Company of $60,000 per annum. Malcolm Macleod currently receives remuneration as an executive Director of the Company of $120,000 per annum.

Dilution Effect : The initial issue of the 45,000,000 Options will have no dilution effect. However, upon the exercise of the Options, the issue of the resulting Shares would dilute interests of existing Shareholders.

Directors Recommendations and Interests in Outcome of the Resolution : Each of the Directors declines to make a recommendation to Shareholders in relation to their respective Resolutions due to their material personal interest in the outcome of that Resolution. However, the other Directors (who have no material personal interest in the outcome of that Resolution) consider that the incentive represented by the proposed issue of Options is reasonable as a cost effective method and efficient incentive for the Company to provide, as opposed to alternative forms of incentive such as cash bonuses or increased remuneration and recommend that Shareholders vote in favour of the Resolution.

Intended Use of Funds : No funds will be raised through the issue of the Options. Any funds raised from the exercise of the Options will be used as working capital for the Company.

Voting Exclusion : an appropriate voting exclusion statement is included in the Notice of General Meeting.

5.1 Indicative Value of the Options

In accordance with a policy requirement of ASIC, the Options have been valued using the Black & Scholes pricing model based on the following key inputs and assumptions:

• exercise price of $0.01;

• expiry date of 31 July 2013;

• valuation date of 27 July 2009;

• market price of $0.005;

• risk free interest rate of 6.50% (based on yield of 4-year Australian Government debt securities); and

• volatility factor of 103.1% (based on the volatility of the Company’s share price for the last 12 months).

The above parameters result in a derived value of approximately $0.0031 per Option. It should be noted that the theoretical assumptions of the Black & Scholes model may result in a potentially misleading valuation of the Options and the value ascribed to the Options may not necessarily represent the market price of the Options at the date of the valuation.

6. RESOLUTION 11: ISSUE OF OPTIONS TO NORVEST CORPORATE PTY LTD

This Resolution seeks Shareholder approval pursuant to Listing Rule 7.1 to issue 2,500,000 Options to Norvest Corporate Pty Ltd, who provide corporate assistance to the Company but are not a related party.

Listing Rule 7.1 prohibits a listed company from issuing securities representing more than 15% of its issued capital in any 12 month period without prior shareholder approval (subject to certain exceptions). By obtaining approval, the securities will not be counted in the Company’s 15% limit and the capacity will be reinstated.

In accordance with Listing Rule 7.3 the following information is provided:

Maximum Number : 2,500,000 Options.

Allotment Date/Date of Issue : It is likely that the allotment will occur on a single date no later than 3 months after the General Meeting or such later date to the extent permitted by an ASX waiver of the Listing Rules.

Issue Price : The Options will be issued for nil cash consideration.

Allottee : Norvest Corporate Pty Ltd (or nominee).

Terms : The Options are exercisable at $0.01 on or before 31 July 2013. The full terms and conditions of the Options are set out in Annexure B to this Explanatory Statement.

Intended Use of Funds : No funds will be raised through the issue of the Options. Any funds raised from the exercise of the Options will be used as working capital for the Company.

Voting Exclusion : an appropriate voting exclusion statement is included in the Notice of General Meeting.

EXPLANATORY STATEMENT

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7. RESOLUTION 12: RE-ELECTION OF ROBERT HYNDES AS DIRECTOR

Robert Hyndes was appointed a Director of the Company on 18 May 2009. Article 16.4 of the Company’s Constitution requires a Director appointed during the year by the Board to retire at the next general meeting. Accordingly, Mr. Hyndes retires from office, and being eligible, offers himself for re-election as a Director of the Company. A brief profile is provided below.

Mr. Hyndes has a corporate finance and management consulting background with experience in Australia, the United Kingdom, the United States of America and Asia. He has provided strategy and consulting services across a range of industries including technology, mining and resources and professional services. Mr. Hyndes is currently a non executive director and Company Secretary of Vector Resources Limited and non executive director of Red Sky Energy Limited. He is also Company Secretary of the Company. Mr. Hyndes has a Bachelor of Commerce in Economics from Curtin University in Western Australia.

8. RESOLUTION 13: RE-ELECTION OF MALCOLM MACLEOD AS DIRECTOR

Malcolm Macleod was appointed a Director of the Company on 18 May 2009. Article 16.4 of the Company’s Constitution requires a Director appointed during the year by the Board to retire at the next general meeting. Accordingly, Mr. Macleod retires from office, and being eligible, offers himself for re-election as a Director of the Company. A brief profile is provided below.

Mr. Macleod has over 40 years experience in the mining and resources industry including oil, gas, coal, base metals, gold and diamond exploration in Australia, Africa, Europe and Central Asia. Recent work has included oil and mineral exploration including diamond evaluation in Somalia, Uganda, Sierra Leone, South Africa, Zimbabwe, Cyprus and Turkmenistan. Mr. Macleod is a member of the Australian Institute of Geoscientists, Geological Society of Australia and the Petroleum Exploration Society of Australia and has a Bachelor of Science in Geology (Honours) from the University of Western Australia.

9. RESOLUTION 14: REDUCTION OF CAPITAL

This Resolution seeks approval to reduce the share capital of the Company by an amount of $45,709,759 representing the total amount of paid-up share capital on the fully paid shares of the Company as disclosed in the accounts as at 31 December 2008 being the latest accounts lodged with ASX.

Section 258F permits a company to reduce its share capital by cancelling any paid-up share capital that is lost or not represented by available assets. Under section 256C of the Corporations Act, a reduction in capital must be approved by a resolution passed at a general meeting of the company. The reduction of capital is permitted under Article 10 of the Constitution and will take effect from the date determined by section 256C(3) of the Corporations Act.

The Directors consider the reduction is appropriate as:

• (a) it does not materially prejudice the Company’s ability to pay its debts as and when they fall due;

• (b) it is fair and reasonable to Shareholders as a whole as it has no direct impact on Shareholders and is not selective between Shareholders;

• (c) it will not affect the rights of existing optionholders; and

• (d) the value of existing capital of the Company, being $45,709,759, has been permanently lost and is represented by accumulated losses.

10. RESOLUTION 15: CHANGE OF THE COMPANY NAME

The Directors propose to change the Company’s name from “Astro Diamond Mines NL” to “Astro Resources NL”. The Directors consider it appropriate to change the name of the Company to more accurately reflect a broader resources scope including diamonds and other minerals as the Company continues to seek additional opportunities in the resources sector that are complementary to its existing asset base and that will add shareholder value.

Pursuant to Section 157 of the Corporations Act, the Company must pass a special resolution at a General Meeting of Shareholders to adopt the new name. A special resolution must be passed by at least 75% of the votes cast by members entitled to vote on the resolution.

EXPLANATORY STATEMENT

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11. PROFORMA CAPITAL STRUCTURE ON COMPLETION OF THE RESOLUTIONS

The proforma capital structure of the Company following completion of the Resolutions is set out below:

Resn PROFORMA CAPITAL STRUCTURE #

Number of % of Number of Shares Expanded Options Capital Note

Number of existing shares and existing options Securities issued on conversion of Converting Loan Notes 1 Shares issued on conversion of outstanding fees: Shares issued to Robin Armstrong 2 Shares issued to David Gibbs 3 Shares issued to Peter Jermyn 4 Shares issued to Robert Hyndes 5 Shares issued to Consultants 6 Share placement facility 7 Options issued to Peter Jermyn 8 Options issued to Robert Hyndes 9 Options issued to Malcolm Macleod 10 Options issued to Norvest Corporate Pty Ltd 11 TOTAL SECURITIES ON ISSUE AFTER ALL RESOLUTIONS

297,234,572 33.2% 282,644,631 (a) 300,000,000 33.5% 300,000,000 (b) 2,500,000 0.3% 2,500,000 0.3% 10,000,000 1.1% 5,000,000 0.6% 28,300,000 3.2% 250,000,000 27.9% 15,000,000 (c) 15,000,000 (c) 15,000,000 (c) 2,500,000 (c) 895,534,572 100.0% 630,144,631

Notes to the above table

• (a) The Company has the following existing options on issue:

• 12,165,953 quoted options exercisable at $0.75 on or before 23 December 2009.

• 256,663,322 quoted options exercisable at $0.05 on or before 30 November 2012.

• 13,565,356 unquoted options exercisable at $0.25 on or before 30 April 2012.

• 250,000 unquoted options exercisable at $0.04 on or before 19 October 2011.

• (b) The New Options are exercisable at $0.002 on or before 30 June 2010. Full terms are set out in Annexure A to the Explanatory Statement.

• (c) The Options are exercisable at $0.01 on or before 31 July 2013. Full terms are set out in Annexure B to the Explanatory Statement.

12. SHARE PRICE INFORMATION

The Company’s Shares are quoted on ASX and have been continuously trading at minimal volumes over the twelve months preceding the date of the Notice of General Meeting. The highest and lowest market sales prices of the Shares on ASX during that period and the respective dates of those sales were as follows:

	Price	Date
High	$0.009	29 July2008
Low	$0.002	12 March 2009
Closing	$0.005	27July2009

13. ROLE OF ASIC and ASX

The fact that the Notice of General Meeting and Explanatory Statement have been reviewed by ASIC and ASX is not to be taken as an indication of the merits of the Resolutions. ASIC, ASX and their respective officers take no responsibility for any decision a Shareholder may make in reliance on any information included in the Notice of General Meeting or Explanatory Statement.

EXPLANATORY STATEMENT

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14. DEFINITIONS

ASIC means Australian Securities and Investments Commission.

Associate has the meaning set out in sections 11 to 17 of the Corporations Act.

ASX means ASX Limited, ACN 008 624 691.

Board means the Board of Directors of the Company.

Company means Astro Diamond Mines NL, ABN 96 007 090 904.

Constitution means the constitution of the Company.

Converting Loan Notes means the maximum of up to 600 converting loan notes issued or to be issued by the Company with a face value of $1,000 each which will convert, subject to Shareholder approval, into a maximum of 300,000,000 Shares and 300,000,000 New Options.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

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

General Meeting means the meeting of the Shareholders convened for the purposes of considering the Resolution contained in the Notice of General Meeting.

Listing Rules means the Listing Rules of the ASX.

New Options means the maximum of 300,000,000 free attaching options to subscribe for Shares exercisable at $0.002 on or before 30 June 2010 to be issued upon conversion of the Converting Loan Notes. Upon the exercise of the New Options, each optionholder will be issued one Share and one Piggy Back Option for every two Shares issued.

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

Options means options to subscribe for Shares exercisable at $0.01 on or before 31 July 2013.

Piggy Back Options means options to subscribe for Shares exercisable at $0.01 on or before 30 June 2012.

Proxy Form means the form of proxy accompanying the Notice of General Meeting.

Related Party means a related party as defined in Section 228 of the Corporations Act.

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

Share means a fully paid ordinary share in the Company.

Shareholder means a person entered in the Company’s register as a holder of a Share as at the relevant date.

EXPLANATORY STATEMENT

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ANNEXURE A

TERMS OF THE NEW OPTIONS (RESOLUTION 1)

• (a) The New Options will not be quoted on the ASX.

• (b) The exercise price of each New Option is $0.002 (“the Exercise Price”).

• (c) Each New Option will automatically lapse if not exercised on or before 30 June 2010.

• (d) Each New Option entitles the holder to subscribe for and be allotted one Share in the Company and one Piggy Back Option for every two Shares issued upon exercise of the New Option and payment to the Company of the Exercise Price.

• (e) A New Option may be exercised by the optionholder at any time prior to the expiry date by sending a completed and signed notice of exercise, together with the payment of the Exercise Price and the certificate for the New Option, to the Company. The New Options may be exercised in whole or in part.

• (f) Shares allotted pursuant to the exercise of the New Options will rank equally with the then issued Shares of the Company. The Company undertakes to apply for official quotation by the ASX of all Shares allotted pursuant to the exercise of any New Options.

• (g) The optionholder is not entitled to participate in new issues of securities offered to shareholders without exercising the New Options before the relevant record date for that new issue.

• (h) In the event of any reorganisation (including consolidation, subdivision, reduction, cancellation or return) of the issued capital of the Company before the expiry of any New Options, all rights of the optionholder will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

• (i) The New Options do not confer the right to a change in Exercise Price, or a change to the number of underlying securities over which they can be exercised, other than under paragraph (h) above.

• (j) The New Options are not transferable without the prior written consent of the Company (which consent shall not be unreasonably withheld).

TERMS OF THE PIGGY BACK OPTIONS

• (a) The Piggy Back Options will not be quoted on the ASX.

• (b) The exercise price of each Piggy Back Option is $0.01 (“the Exercise Price”).

• (c) Each Piggy Back Option will automatically lapse if not exercised on or before 30 June 2012.

• (d) Each Piggy Back Option entitles the holder to subscribe for and be allotted one Share in the Company upon exercise of the Piggy Back Option and payment to the Company of the Exercise Price.

• (e) A Piggy Back Option may be exercised by the optionholder at any time prior to the expiry date by sending a completed and signed notice of exercise, together with the payment of the Exercise Price and the certificate for the Piggy Back Option, to the Company. The Piggy Back Options may be exercised in whole or in part.

• (f) Shares allotted pursuant to the exercise of the Piggy Back Options will rank equally with the then issued Shares of the Company. The Company undertakes to apply for official quotation by the ASX of all Shares allotted pursuant to the exercise of any Piggy Back Options.

• (g) The optionholder is not entitled to participate in new issues of securities offered to shareholders without exercising the Piggy Back Options before the relevant record date for that new issue.

• (h) In the event of any reorganisation (including consolidation, subdivision, reduction, cancellation or return) of the issued capital of the Company before the expiry of any Piggy Back Options, all rights of the optionholder will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

• (i) The Piggy Back Options do not confer the right to a change in Exercise Price, or a change to the number of underlying securities over which they can be exercised, other than under paragraph (h) above.

• (j) The Piggy Back Options are not transferable without the prior written consent of the Company (which consent shall not be unreasonably withheld).

EXPLANATORY STATEMENT

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ANNEXURE B

TERMS OF THE OPTIONS (RESOLUTIONS 8, 9, 10 & 11)

• (a) The Options will not be quoted on the ASX.

• (b)

• (c)

• The exercise price of each Option is $0.01 (“the Exercise Price”).

• Each Option will automatically lapse if not exercised on or before 31 July 2013.

• (d) Each Option entitles the holder to subscribe for and be allotted one Share in the Company upon exercise of the New Option and payment to the Company of the Exercise Price.

• (e) An Option may be exercised by the optionholder at any time prior to the expiry date by sending a completed and signed notice of exercise, together with the payment of the Exercise Price and the certificate for the Option, to the Company. The Options may be exercised in whole or in part.

• (f) Shares allotted pursuant to the exercise of the Options will rank equally with the then issued Shares of the Company. The Company undertakes to apply for official quotation by the ASX of all Shares allotted pursuant to the exercise of any Options.

• (g) The optionholder is not entitled to participate in new issues of securities offered to shareholders without exercising the Options before the relevant record date for that new issue.

• (h) In the event of any reorganisation (including consolidation, subdivision, reduction, cancellation or return) of the issued capital of the Company before the expiry of any Options, all rights of the optionholder will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

• (i) The Options do not confer the right to a change in Exercise Price, or a change to the number of underlying securities over which they can be exercised, other than under paragraph (h) above.

• (j) The Options are not transferable without the prior written consent of the Company (which consent shall not be unreasonably withheld).

EXPLANATORY STATEMENT

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EXPLANATORY STATEMENT

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==> picture [61 x 73] intentionally omitted <==

ASTRO DIAMOND MINES NL ABN 96 007 090 904

PROXY FORM

I/We (print name) ……………………………………………………………………….………..……………………..

of……………………………………………………………………………………….……..……………………….….

a member/members of Astro Diamond Mines NL hereby appoint

…………………………………………………………………………………………….………………………………...

of………………………………………………………………………………….…………………………………….…..

or failing him/her …………………………………………………………………….……..……………………………..

of ……………………………………………………………………………………………………………………………

or failing him/her, the Chairman of the meeting, as my/our proxy at the General Meeting of the Company to be held commencing at 10.00am on TUESDAY, 15 SEPTEMBER 2009 , and at any adjournment thereof and to vote for me/us on my/our behalf in respect of all/the following*

………………………………………………………………………………………………………. of my/our Shares in the manner as set out below.

In relation to any undirected proxies the Chairman intends to vote in favour of the Resolution.

==> picture [31 x 31] intentionally omitted <==

If you do not wish to instruct your proxy how to vote, please place a cross in the box.

By marking this box you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the Resolution and 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 will not cast your votes on the Resolution and your votes will not be counted in calculating the required majority if a poll is called on the Resolution.

For Against Abstain Resolution 1 Issue of Securities on Conversion of Converting Loan Notes � � � Resolution 2 Issue of Shares to Robin Armstrong � � � Resolution 3 Issue of Shares to David Gibbs � � � Resolution 4 Issue of Shares to Peter Jermyn � � � Resolution 5 Issue of Shares to Robert Hyndes � � � Resolution 6 Issue of Shares to Consultants � � � Resolution 7 Share Placement Facility � � � Resolution 8 Issue of Options to Peter Jermyn � � � Resolution 9 Issue of Options to Robert Hyndes � � � Resolution 10 Issue of Options to Malcolm Macleod � � � Resolution 11 Issue of Options to Norvest Corporate Pty Ltd � � � Resolution 12 Re-election of Robert Hyndes as Director � � � Resolution 13 Re-election of Malcolm Macleod as Director � � � Resolution 14 Reduction of Capital � � � Resolution 15 Change of Company Name � � �

Dated this …… day of ……………………… 2009.

PLEASE SIGN HERE Individual or Securityholder 1 Securityholder 2 Securityholder 3 Individual/Sole Director and Director Director/ Sole Company Secretary Company Secretary

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PROXY FORM

INSTRUCTIONS FOR COMPLETING THE PROXY FORM

1. To vote by proxy, please complete and sign the Proxy Form enclosed with this Notice of General Meeting and return to Astro Diamond Mines NL C/- Norvest Corporate Pty Ltd as soon as possible by:

2. facsimile to +61 8 9324 8560;

3. post to PO Box 1696 West Perth WA 6872; or

4. deliver to Ground Floor, 16 Ord Street, West Perth WA 6005.

5. Proxy Forms must be received by the Company not later than 48 hours before the time specified for the commencement of the General Meeting.

6. A member entitled to attend and vote at the 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.

7. *If two proxies are appointed you may delete “all” and insert the relevant number or proportion of Shares in respect of which each such appointment is made. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

8. Should you desire to direct your proxy how to vote, place a cross in the appropriate box for each item, otherwise your proxy may vote as your proxy thinks fit or abstain from voting.

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

10. Corporate Shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provision 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:

11. 2 directors of the company;

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

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

14. 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, the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the meeting.

15. Where a Proxy Form or form of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged with this proxy.

16. 18 -

PROXY FORM