VENARI MINERALS NL — Proxy Solicitation & Information Statement 2010

Feb 25, 2010

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ASTRO RESOURCES NL

ACN 007 090 904

NOTICE OF GENERAL MEETING

AND

EXPLANATORY STATEMENT TO SHAREHOLDERS

The General Meeting of the Company will be held at 1:00PM on 31 March 2010 (WST) at 16 Southport St, West Leederville, Western Australia 6007.

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 Link Market Services by post to PO Box A14, Sydney South NSW 1235; or by facsimile to (02) 9287 0309 (please dial +61 if outside Australia).

ASTRO RESOURCES NL

ACN 007 090 904

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of Shareholders of the Company will be held at 16 Southport St; West Leederville, Western Australia 6007, 31 March 2010 at 1:00PM (WST) (“Meeting”).

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

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders of the Company at 1:00PM on 29 March 2010 (WST).

ORDINARY BUSINESS

1. Resolution 1 – Ratification of Previous Issue of Shares

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 10,250,000 Shares as part-consideration for the MacPhee Acquisition on the terms and conditions set out in the Explanatory Statement.”

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

2. Resolution 2 – Ratification of Previous Issue of Securities

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 5,000,000 Shares as part-consideration for the NDM Acquisition on the terms and conditions set out in the Explanatory Statement.”

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

Notice of General Meeting

1

3. Resolution 3 – Issue of Securities

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue 20,000,000 Shares and 10,000,000 NDM Options as part-consideration for the NDM Acquisition on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: 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. However, the Company need not disregard a vote if cast by a person who is proxy for a person who is entitled to vote, in accordance with the direction 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.

4. Resolution 4 – Issue of Securities

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue 5,000,000 Shares and 5,000,000 NDM Options as part-consideration for the NDM Acquisition on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: 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. However, the Company need not disregard a vote if cast by a person who is proxy for a person who is entitled to vote, in accordance with the direction 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.

5. Resolution 5 – Ratification of Previous Issue of Securities

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 62,500,000 Shares at an issue price of 0.8 cents each to excluded investors pursuant to Section 708 of the Corporations Act on the terms and conditions set out in the Explanatory Statement.”

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

Notice of General Meeting

2

6. Resolution 6 – Placement of Securities

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 62,500,000 Shares at an issue price of 0.8 cents each and 62,500,000 free attaching Quoted Options to excluded investors under Section 708 of the Corporations Act on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: 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. However, the Company need not disregard a vote if cast by a person who is proxy for a person who is entitled to vote, in accordance with the direction 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.

7. Resolution 7 – Ratification of Previous Issue of Securities

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 63,750,000 Piggy Back Options to clients of Cunningham Securities Pty Ltd upon the exercise of the 2010 Options on the terms and conditions set out in the Explanatory Statement.”

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

8. Resolution 8 – Issue of Securities

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 105,000,000 Piggy Back Options to clients of Cunningham Securities Pty Ltd upon the exercise of the 2010 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: 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. However, the Company need not disregard a vote if cast by a person who is proxy for a person who is entitled to vote, in accordance with the direction 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.

Notice of General Meeting

3

EXPLANATORY STATEMENT

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

PROXIES

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

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

• Every Shareholder has the right to appoint a Proxy

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

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

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

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

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

Proxy Forms received later than this time would be invalid.

By order of the Board

Robert Hyndes Company Secretary

25 day of February 2010

Notice of General Meeting

4

ACN 007 090 904

ASTRO RESOURCES NL

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 General Meeting.

2. Resolution 1 – Ratification of Previous Issue of Shares

On 29 October 2009, the Company announced that it had entered into a binding term sheet to purchase 100% of the issued securities of MacPhee Resources (“MacPhee Acquisition”).

MacPhee Resources holds prospective uranium exploration license E80/3243 in East Kimberley, Western Australia. Full geological details in relation to this license were provided in the announcement. The consideration for the MacPhee Acquisition comprises:

• (a) $75,000 cash payment (already paid);

• (b) 10,000,000 Shares following completion (Resolution 1);

• (c) 10,000,000 Shares upon commencement of drilling;

• (d) 10,000,000 Shares upon achieving inferred JORC resource of 5 million pounds of U308; and

• (e) 1% net smelter royalty on any revenues generated from the sales of U308.

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

ASX Listing Rule 7.4 enables the Company to “refresh” its capacity to issue securities by obtaining subsequent Shareholder approval for issues previously made under Listing Rule 7.1.

The Company therefore seeks Shareholder ratification for the issue of 10,250,000 Shares for the purposes of Listing Rule 7.4, so that the Company’s ability to issue securities will be ‘refreshed’ and it will have flexibility to issue securities should the need or opportunity arise.

In accordance with Listing Rule 7.5 the Company provides the following information:

Number: 10,250,000 Shares.

Allotment Date/Date of Issue: The Shares were allotted and issued on 10 December 2009.

Issue Price: The Shares were issued at a deemed issue price of 1 cent each.

Allottees: 10,000,000 Shares were issued to the vendor shareholders of MacPhee Resources (or their nominees) with an additional 250,000 Shares issued to an unrelated party to the vendor as commission for the transaction. None of the allottees are a related party of the Company and no allottee will hold more than 20% of the Company after the issue.

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

Intended Use of Funds: No funds were received for the issue of the Shares.

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

Explanatory Statement

5

3. Resolutions 2, 3 & 4 – Ratification and Issue of Securities

On 4 February 2010, the Company announced that it had entered into a binding term sheet to purchase 100% of the issued securities of NDM (“NDM Acquisition”). The NDM Acquisition is conditional upon the execution of formal agreements which will be completed prior to the General Meeting.

NDM holds a 60% interest in the North Doolgunna Gold Project and has a right to earn an additional 20% (for a total of 80%) by expending a further $2,000,000 prior to the end of the third tenement anniversary period, together with certain milestone payments. The project comprises three prospective exploration leases (E52/2480, E52/2481 and E52/2482) in the Peak Hill Goldfield in Western Australia. Full geological and joint venture details in relation to this project were provided in the announcement.

The consideration for the NDM Acquisition comprises:

• (a) $50,000 cash payment (already paid) and 5,000,000 Shares (Tranche A - Resolution 2);

• (b) $150,000 cash payment and 20,000,000 Shares and 10,000,000 NDM Options following completion (Tranche B - Resolution 3); and

• (c) $100,000 cash payment and 5,000,000 Shares and 5,000,000 NDM Options following granting of the tenements (Tranche C - Resolution 4).

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

ASX Listing Rule 7.4 enables the Company to “refresh” its capacity to issue securities by obtaining subsequent Shareholder approval for issues previously made under Listing Rule 7.1.

In Resolution 2, the Company seeks Shareholder ratification for the issue of Tranche A (being 5,000,000 Shares) for the purposes of Listing Rule 7.4, so that the Company’s ability to issue securities will be ‘refreshed’ and it will have flexibility to issue securities should the need or opportunity arise.

In Resolutions 3 and 4 respectively, the Company seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of Tranche B (being 20,000,000 Shares and 10,000,000 NDM Options) and Tranche C (being 5,000,000 Shares and 5,000,000 NDM Options).

In accordance with Listing Rule 7.5 and 7.3, the Company provides the following information:

Maximum Number: 30,000,000 Shares and 15,000,000 NDM Options under Tranches A, B and C as detailed above.

Allotment Date/Date of Issue: Tranche A will be issued on one date yet to be determined but prior to the EGM being held. Tranche B and Tranche C will be allotted and issued on separate dates which are yet to be determined but no later than three 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 under Tranches A, B and C will be issued at a deemed issue price of 1 cent per Share. The NDM Options will be issued for nil consideration.

Allottees: The Shares and NDM Options under Tranches A, B and C will be issued to the vendor shareholders of NDM (or their nominees). None of the allottees are a related party of the Company and no allottee will hold more than 20% of the Company after the issues.

Terms: The Shares under Tranches A, B and C are fully paid ordinary shares in the capital of the Company which rank equally in all respects with the Company’s existing Shares. The NDM Options are unlisted, exercisable at 2 cents, expiring 2 years from the date of issue (forming two new classes of securities).

Intended Use of Funds: No funds will be received for the issue of Shares under Tranches A, B and C or the NDM Options.

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

Explanatory Statement

6

4. Resolutions 5 & 6 – Ratification and Placement of Securities

On 20 January 2010, the Company announced that it was to raise up to $1,000,000 through the placement of up to 125,000,000 Shares at 0.8 cents each and 62,500,000 free attaching Quoted Options to excluded investors under Section 708 of the Corporations Act as follows:.

• (a) 62,500,000 Shares (Tranche A - Resolution 5); and

• (b) up to 62,500,000 Shares and 62,500,000 Quoted Options (Tranche B - Resolution 6).

The investors in Tranche A have committed to take up their respective interests in Tranche B but will have the right to withdraw from Tranche B in the event that the VWAP (as defined by ASX) for the period commencing on the day of the announcement of the placement (being 20 January 2010) and ending on the day of the General Meeting is below 1 cent.

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

ASX Listing Rule 7.4 enables the Company to “refresh” its capacity to issue securities by obtaining subsequent Shareholder approval for issues previously made under Listing Rule 7.1.

In Resolution 5, the Company seeks Shareholder ratification for the issue of Tranche A (being 62,500,000 Shares) for the purposes of Listing Rule 7.4, so that the Company’s ability to issue securities will be ‘refreshed’ and it will have flexibility to issue securities should the need or opportunity arise.

In Resolution 6, the Company seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of Tranche B (being 62,500,000 Shares and 62,500,000 Quoted Options).

In accordance with Listing Rule 7.5 and 7.3, the Company provides the following information:

Maximum Number: 125,000,000 Shares and 62,500,000 Quoted Options under Tranches A and B as detailed above.

Allotment Date/Date of Issue: Tranche A Shares were issued on 3 February 2010. Tranche B Shares and Quoted Options are expected to be allotted and issued on a single date which is yet to be determined but no later than three months after the General Meeting or such later date to the extent permitted by an ASX waiver of the Listing Rules.

Issue Price: Tranche A and B Shares will be issued at 0.8 cents each. The Quoted Options are free attaching Options (to the Tranche B Shares) and issued for nil consideration.

Allottees: The Shares and Quoted Options will be allotted and issued to excluded investors under Section 708 of the Corporations Act. None of the allottees are a related party of the Company and no allottee will hold more than 20% of the Company after the issues.

Terms: The Shares are fully paid ordinary shares in the capital of the Company which rank equally in all respects with the Company’s existing Shares. The Quoted Options will rank equally with an existing class of listed options (ASX code: AROOB) exercisable at 5 cents, expiry 30 November 2012.

Intended Use of Funds: $500,000 was raised from the issue of the Tranche A Shares. Up to $500,000 will be raised from the issue of the Tranche B Shares. The funds raised are to strategically advance exploration and acquisition opportunities and the development of existing projects and to supplement existing working capital. No funds will be raised from the issue of the Quoted Options.

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

Explanatory Statement

7

5. Resolutions 7 & 8 – Ratification and Issue of Securities

At the general meeting of the Company on 15 September 2009, Shareholders approved the issue of 300,000,000 2010 Options. At the annual general meeting of the Company on 30 November 2009, Shareholders approved the issue of a further 37,500,000 2010 Options. Pursuant to the terms of the 2010 Options, if they are exercised before 30 June 2010 the holders will be issued one Share, and one Piggy Back Option for every two Shares thus issued. At the date of those meetings, the Company was not able to seek approval for the potential issue of the Piggy Back Options.

As at the date of this Notice of General Meeting:

• (a) 63,750,000 Piggy Back Options have been issued (Tranche A - Resolution 7); and

• (b) up to 105,000,000 Piggy Back Options may be issued if the underlying 2010 Options are exercised on or before 30 June 2010 (Tranche B - Resolution 8).

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

ASX Listing Rule 7.4 enables the Company to “refresh” its capacity to issue securities by obtaining subsequent Shareholder approval for issues previously made under Listing Rule 7.1.

In Resolution 7, the Company seeks Shareholder ratification for the issue of 63,750,000 Piggy Back Options for the purposes of Listing Rule 7.4, so that the Company’s ability to issue securities will be ‘refreshed’ and it will have flexibility to issue securities should the need or opportunity arise.

In Resolution 8, the Company seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 105,000,000 Piggy Back Options.

In accordance with Listing Rule 7.5 and 7.3, the Company provides the following information:

Maximum Number: 168,750,000 Piggy Back Options under Tranche A and B as detailed above.

Allotment Date/Date of Issue: Tranche A Piggy Back Options were issued on various dates up to the date of this Notice of General Meeting. Tranche B Piggy Back Options are expected to be allotted and issued progressively but no later than three months after the General Meeting or such later date to the extent permitted by an ASX waiver of the Listing Rules.

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

Allottees: The Piggy Back Options will be allotted and issued to excluded investors under Section 708 of the Corporations Act. None of the allottees are a related party of the Company and no allottee will hold more than 20% of the Company after the issues.

Terms: The Piggy Back Options are unlisted, exercisable at 1 cent, expiring 30 June 2012.

Intended Use of Funds: No funds will be raised from the issue of the Piggy Back Options.

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

Explanatory Statement

8

Definitions

“2010 Options” means unlisted options to subscribe for Shares exercisable at 0.2 cents expiring 30 June 2010.

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

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

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

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

“Directors” means a director of the Company.

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

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

“MacPhee Resources” means MacPhee Resources Pty Ltd, ACN 137 034 443.

“MacPhee Acquisition” means the proposed acquisition by the Company of 100% of the issued securities of MacPhee Resources announced on 29 October 2009.

“NDM” means North Doolgunna Metals Pty Limited, ACN 139 613 237.

“NDM Acquisition” means the proposed acquisition by the Company of 100% of the issued securities of NDM announced on 4 February 2010.

“NDM Options” means unlisted options to subscribe for Shares exercisable at 2 cents expiring 2 years from date of issue.

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

“Piggy Back Options” means unlisted options to subscribe for Shares exercisable at 1 cent expiring 30 June 2012 issued upon exercise of the 2010 Options on the basis of one Piggy Back Option for every two 2010 Options exercised prior to 30 June 2010.

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

“Quoted Options” means quoted options to subscribe for Shares exercisable at 5 cents expiring 30 November 2012.

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

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

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

Explanatory Statement

9

TERMS OF THE NGM OPTIONS

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

• (b) The exercise price of each NGM Option is 2 cents (“the Exercise Price”).

• (c) Each NGM Option will automatically lapse if not exercised on or before the date two years from date of issue.

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

• (e) A NGM 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 NGM Option, to the Company. The NGM Options may be exercised in whole or in part in minimum parcels of 500 NGM Options. Unless otherwise determined by the Directors, any Notice of Exercise of an NGM Option received by the Company will be deemed to be a Notice of Exercise on the last business day of the month in which such Notice of Exercise is received, except in the case of it being received the month of expiry, in which case it will be deemed to have been received on the day of expiry.

• (f) Shares allotted pursuant to the exercise of the NGM 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 NGM Options.

• (g) The optionholder is not entitled to participate in new issues of securities offered to shareholders without exercising the NGM 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 NGM 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 NGM 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 NGM 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 1 cent (“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

10

TERMS OF THE QUOTED OPTIONS

• (a) The Quoted Options will be quoted on the ASX.

• (b) The exercise price of each Quoted Option is 5 cents (“the Exercise Price”).

• (c) Each Quoted Option will automatically lapse if not exercised by 5:00pm Melbourne time on 30 November 2012.

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

• (e) A Quoted 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 Quoted Option, to the Company. The Quoted Options may be exercised in whole or in part in minimum parcels of 500 Quoted Options. Unless otherwise determined by the Directors, any Notice of Exercise of a Quoted Option received by the Company will be deemed to be a Notice of Exercise on the last business day of the month in which such Notice of Exercise is received.

• (f) Shares allotted pursuant to the exercise of the Quoted 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 Quoted Options.

• (g) The optionholder is not entitled to participate in new issues of securities offered to shareholders without exercising the Quoted Options before the relevant record date for that new issue. Prior to any pro rata issue of Shares by the Company, optionholders will be notified of the issue by the Company and will be afforded 10 business days before the record date to exercise their Quoted Options.

• (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 Quoted 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) Adjustments to the number of Shares over which Quoted Options exist and/or the Exercise Price may be made if there is a change to the capital structure of the Company by way of pro rata issue for cash or a bonus issue. The method of adjustment shall be in accordance with ASX Listing Rules. However, subject to approval of ASX, if the Company makes a pro rata bonus issue of Shares to Shareholders, the total number of Quoted Options will be increased by the same ratio as the increase in the total number of Shares and the Exercise Price will be amended in inverse proportion to that ratio.

• (j) The Quoted Options may be transferred at any time prior to expiry.

• (k) All holders of Quoted Options will be entitled to attend meetings and receive and will be sent all reports and accounts required to be laid before members of the Company in general meetings and all notices of general meetings of Shareholders but will not be entitled to participate in the meetings unless they are otherwise registered holders of Shares.

Explanatory Statement

11

Astro Resources N.L.

ACN 007 090 904

LODGE YOUR VOTE

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



By fax: +61 2 9287 0309

All enquiries to:

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



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ShAREhOLDER VOTING FORM
I/We being a member(s) of Astro Resources N.L. and entitled to attend and vote hereby appoint:
STEP 1 APPOINT A PROXY
the Chairman OR if you are NOT appointing the Chairman of the
of the Meeting Meeting as your proxy, please write the name of the
(mark box) person or body corporate (excluding the registered
shareholder) you are appointing as your proxy
or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and
to vote for me/us on my/our behalf at the General Meeting of the Company to be held at 1:00pm on Wednesday, 31 March 2010, at
16 Southport St, West Leederville WA 6007 and at any adjournment or postponement of the meeting.
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting.
Please read the voting instructions overleaf before marking any boxes with an X
STEP 2 VOTING DIRECTIONS
Resolution 1 For Against Abstain * Resolution 5 For Against Abstain
Ratification of Previous Issue of Shares Ratification of Previous Issue of
– Macphee Acquisition Securities – Placement (Tranche A)
Resolution 2 Resolution 6
Ratification of Previous Issue of Placement of Securities
Securities – NDM Acquisition (Tranche A) - Placement (Tranche B)
Resolution 3 Resolution 7
Issue of Securities Ratification of Previous Issue of
– NDM Acquisition (Tranche B) Securities - Options (ex. 30-06-2012)
Resolution 4 Resolution 8
Issue of Securities Issue of Securities
– NDM Acquisition (Tranche C) – Options (ex. 30-06-2012)
 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a
poll and your votes will not be counted in computing the required majority on a poll.
STEP 3 IMPORTANT – VOTING EXCLUSIONS
If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy
how to vote as your proxy in respect of all Items above, please place a mark in this box. By marking this box, you acknowledge that
the Chairman of the Meeting may exercise your proxy even though he/she has an interest in the outcome of these Items and that
votes cast by him/her for these Items, other than as proxyholder, would be disregarded because of that interest. If you do not mark
this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on all Items and
your votes will not be counted in calculating the required majority if a poll is called on these Items.
The Chairman of the Meeting intends to vote undirected proxies in favour of all Items.
SAMPLE ONLY
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STEP 4 SIGNATURE OF ShAREhOLDERS – ThIS MUST BE COMPLETED Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

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

ARO PRX002

hOW TO COMPLETE ThIS PROXY FORM

Your Name and Address

To appoint a second proxy you must:

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

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

• (b) return both forms together.

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

Signing Instructions

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

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

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

Votes on Items of Business – Proxy Appointment

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

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

you return it. Companies: Corporations Act 2001 in the appropriate place. Corporate Representatives registry.

Companies: where the company has a Sole Director who is to vote in the appropriate box or boxes. If you do not mark also the Sole Company Secretary, this form must be signed by any of the boxes on the items of business, your proxy may vote that person. If the company (pursuant to section 204A of the as he or she chooses. If you mark more than one box on an Corporations Act 2001 ) does not have a Company Secretary, a item your vote on that item will be invalid. Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Appointment of a Second Proxy Company Secretary. Please indicate the office held by signing You are entitled to appoint up to two persons as proxies to in the appropriate place. attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by Corporate Representatives telephoning the company’s share registry or you may copy this If a representative of the corporation is to attend the form and return them both together. meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the company’s share registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 1:00pm on Monday, 29 March 2010, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

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

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

 by fax: +61 2 9287 0309

 by hand:

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

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