Experience Makes the Difference

URANIUM EQUITIES LIMITED

ABN 74 009 799 553

Notice of General Meeting Explanatory Memorandum Proxy Form

Date of Meeting: Time of Meeting: Place of Meeting: 21 March 2007 10.30am (ACST) Ground Floor Meeting Room 50 Grenfell Street Adelaide South Australia

This is an important document. Please read it carefully. If there is any matter that you do not understand, you should contact your financial adviser, stockbroker or solicitor.

INSTRUCTIONS TO SHAREHOLDERS

Venue

A General Meeting of the shareholders of Uranium Equities Limited will be held at:

Ground Floor Meeting Room 50 Grenfell Street Adelaide South Australia

Commencing at 10.30 am (ACST) on 21 March 2007

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 10.30am.

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this notice as soon as possible and either:

• return the proxy form by post to Uranium Equities Limited, Level 2, 1292 Hay Street, West Perth, Western Australia, 6005; or
• send the proxy by facsimile to the Company on facsimile number (+61 8) 9322 5800

so that it is received not later than 10.30 am (ACST) on 19 March 2007

Bodies Corporate - Corporate Representation

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at the meeting of Shareholders. The appointment may be a standing one. An Appointment of Corporate Representative is enclosed with this notice and if it is to be used it needs to be sent or delivered to the Company as shown in the Instruction for Completion thereon.

Enquiries

The Company welcomes enguiries in respect of matters covered in this Notice of Meeting and Explanatory Memorandum and attendance of shareholders at the General Meeting proposed. Should you require further information please contact:

The Company Secretary Richard Hacker Phone: (+61 8) 9322 3990 Fax: $(+618)$ 9322 5800 Email: [email protected]

Notice of General Meeting URANIUM EOUITIES LIMITED

Notice is given that a General Meeting of shareholders of Uranium Equities Limited ("UEL" or the "Company") will be held at Ground Floor Meeting Room, 50 Grenfell Street, Adelaide, South Australia at 10.30am (ACST) on 21 March 2007.

The Explanatory Memorandum accompanying this Notice of Meeting forms part of and is deemed to be incorporated in the Notice of meeting and should be read with the Notice. There is a Glossary towards the end of the Explanatory Memorandum that defines various words and phrases used in this Notice and Explanatory Memorandum.

AGENDA

Resolution 1 - Ratification of Share Issue

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

"That, for the purpose of ASX Listing Rule 7.4 and all other purposes, Shareholders approve and ratify the allotment and issue of 13,800,000 Shares at 50 cents per Share to those persons and entities and on the terms and conditions set out in the Explanatory Memorandum."

The Company will disregard votes cast on this Resolution by any person or entity or any of their associates that participated in the Issue.

However the Company need not disregard a vote if:

• (a) it is cast by that person (excluded from voting) as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• (b) it is cast by the chairperson of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 2 - Authority to Issue Shares and Options

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

"That, for the purpose of ASX Listing Rule 7.1 and all other purposes, the Company approves the issue, of up to 32,200,000 Shares at 50 cents per Share and 3,000,000 Options on the terms and conditions set out in the Explanatory Memorandum."

The Company will disregard any votes cast on this Resolution by any person or entity or any of their associates that may participate in an issue of Shares and Options under this Resolution. However the Company will not disregard a vote if:

• (a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• (b) it is cast by the person chairing the meeting as proxy for the 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 URANIUM EOUITIES LIMITED

Resolution 3 - Ratification of Options under Employee Share Option Plan

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

"That, for the purpose of ASX Listing Rule 7.4 and all other purposes, Shareholders approve and ratify the allotment and issue of 5,025,000 Options to those employees and consultants of the Company as notified in the Explanatory Memorandum and on the terms and conditions therein set out."

The Company will disregard votes cast on this Resolution by any person or entity or any of their associates that participated in the Issue.

However the Company need not disregard a vote if:

• (a) it is cast by that person (excluded from voting) as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form: or
• (b) it is cast by the chairperson of the meeting as proxy for a person who is entitled to vote. in accordance with a direction on the proxy form to vote as the proxy decides.

General Business

To transact any other business that may be lawfully be brought before this meeting.

Explanatory Memorandum

The Explanatory Memorandum which accompanies and forms part of this Notice describes the matters to be considered at this Annual General Meeting.

Proxies

A Shareholder who is entitled to vote at the meeting has the right to appoint a proxy and should use the proxy form enclosed with this Notice. The proxy need not be a shareholder of the Company.

A proxy's authority to speak and vote for a member at the meeting is suspended if the member is present at the meeting.

A proxy form accompanies this Notice and is to be completed in accordance with the Notes accompanying the same.

Bodies Corporate - Corporate Representation

A Body Corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at the meetings of the Company's Shareholders. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at the meeting or in voting on a resolution.

An Appointment of Corporate Representative accompanies this notice.

Voting Entitlements

Pursuant to Regulation 7.11.37 of the Corporations Regulations 2001, the Directors have determined that the shareholding of each Shareholder for the purpose of ascertaining the voting entitlements for the purposes of the Corporations Act, have set a snapshot date and that the

Notice of General Meeting URANIUM EQUITIES LIMITED

identity of those entitled to attend and vote at the General Meeting will be as they appear in the Company's Share Register at 5.00 pm (ACST) on 19 March 2007.

Dated this 15 day of February 2007
BY ORDER OF THE BOARD

Richard Hacker COMPANY SECRETARY

This Explanatory Memorandum has been prepared for the information of Shareholders in relation to the business to be conducted at the Company's General Meeting to be held on 21 March 2007.

The Directors recommend that Shareholders read this Explanatory Memorandum before determining whether to support the resolutions or otherwise.

There is a Glossary towards the end of this Explanatory Memorandum which further defines certain words and phrases used in the Notice and this Explanatory Statement.

1. INTRODUCTION and BACKGROUND

$1.1$ Introduction

At this Meeting, Shareholder approval is being sought for the following:

• ratification of the issue of Shares (Resolution 1); $(a)$
• $(b)$ the issue of Shares and Options to complete a capital raising of the Company (Resolution 2); and
• $(c)$ ratification of the issue of Options to various employees and consultants of the Company under the Company's Employee Share Option Plan (Resolution $3).$

1.2 General Background

On 12 February 2007 the Company announced to ASX the proposed issue of 46,000,000 shares at 50 cents per share to raise A\$23m before issue costs. As outlined in that announcement the share placement was to comprise 2 tranches of 13,800.000 and 32,200,000 Shares respectively. The placement was subject to:

• completion of due diligence: $(i)$
• an exemption being received from Canadian authorities to facilitate $(ii)$ secondary trading by Canadian investors, over the facilities of the ASX, in the Shares to be issued to them in the placement:
• usual subscription conditions including typical termination events. $(iii)$

Additionally the second tranche of 32,200,000 Shares is subject to shareholder approval which is the subject of Resolution 2.

The first tranche of 13.800.000 Shares was proposed to be completed on or about 21 February 2007. This Notice assumes that these shares have been now issued and all preconditions met.

Further information on these matters is set out below.

$2.$ INFORMATION ON RESOLUTIONS

$2.1$ Resolution 1 - Ratification of Share and Option Issue

ASX Listing Rule 7.1 prohibits a company from issuing equity securities (which includes ordinary shares and options) representing more than 15% of its share capital in any 12 month period without shareholder approval (subject to certain exceptions). ASX Listing Rule 7.4 allows a company to seek ratification for a permitted and prior issue of equitable securities that have been made within the 12

month period. The effect of such ratification is that the issue is then deemed to have been one to which shareholder approval has been obtained thus not counting towards the 15% referred to in this paragraph.

Resolution 1 seeks ratification of the issue of 13,800,000 Shares at 50 cents each raising A\$6,900,000(before issue costs) which is scheduled to take place subsequent to the date of this Notice but prior to the Meeting. This parcel of shares is the first tranche of an overall proposed placement of 46,000,000 Shares at 50 cents to raise A\$23m for the Company and as described in paragraph 1.1 of this Explanatory Memorandum

The funds raised under Resolution 1 will be applied to the Company's existing exploration projects and will also provide the Company with the financial ability to take advantage of opportunities for uranium exploration and mining when considered appropriate by the Directors and to provide general working capital. Given the current interest in uranium exploration and mining, the Directors consider the Company needs to be adequately capitalised so that it is in a financial position to move quickly to acquire or take interest in projects.

The Company has also entered into an exploration joint venture with Cameco Corporation with regards to the Nabarlek and Cadell uranium exploration projects in the Northern Territory. The Company is required to spend \$10 million over 4 years to earn a 40% interest in the projects. Proceeds from the Share issue, the subject of Resolution 1 will in part be utilised to fund the expenditure requirements under this joint venture.

In addition, the Company will apply the funds to the advancement of its portfolio of exploration projects in three Australian states and the Northern Territory.

Pursuant to ASX Listing Rule 7.5 the following additional information is advised:

• the number of Shares proposed to be issued subsequent to the date of this $(a)$ Notice but prior to the Meeting is 13,800,000. (This Notice assumes that the Shares will be issued prior to the Meeting);
• $(b)$ the Shares are to be issued at 50 cents per Share and to raise \$6,900,000 before issue costs:
• the Shares will rank equally from the date of issue with all existing Shares in $(c)$ the Company;
• $(d)$ the Shares will be issued to investors including institutions introduced to the Company by the lead manager to the issue namely Southern Cross Equities and also Taylor Collison of Australia (both corporate members of Australian Stock Exchange Limited) and Westwind Partners (UK) Ltd;
• no Shares will be issued to Directors or any associates or related parties or (e) entities thereof;
• $(f)$ the purpose of the issue is to provide funds for general working capital for the Company including expenditure on the joint venture with Cameco Corporation and to provide the Company with the financial capacity to take advantage of existing and future opportunities for uranium exploration, development and mining when considered appropriate by the Directors.

As noted in the ASX announcement of 12 February 2007 and further referred to in the information in this Explanatory Memorandum on Resolution 2 below, brokerage fees will be paid on the funds raised plus various options will be issued.

Recommendation

The Directors unanimously recommend Shareholders approve this Resolution.

$2.2₁$ Resolution 2 - Authority for Share and Option Issue

As noted in paragraph 1.1 of this Explanatory Memorandum, the 32,200,000 Shares the subject of this Resolution 2 form part of an overall capital raising of A\$23m (before issue costs). As advised in the ASX announcement of 12 February 2007 this second tranche is subject to the approval of shareholders of the Company and the satisfaction of the preconditions outlined in paragraph 1.1 of this Explanatory Memorandum. This Notice assumes that the conditions will be met. If the preconditions are not met then this Resolution will not be proposed.

ASX Listing Rule 7.1 prohibits a company from issuing securities (which includes shares and options) representing more than 15% of its share capital in any 12 month period without shareholder approval (subject to certain exceptions).

Resolution 2 seeks Shareholder approval to issue up to 32,200,000 Shares at 50 cents per Share and 3,000,000 Options. An issue approved under this Resolution would not be taken into consideration in calculating the 15% referred to in the immediately preceding paragraph.

If this Resolution is approved it will enable the Directors of the Company to complete the placement of the 46 million shares and to issue the Options that form part of the fees in relation to the placement. It is proposed that the shares the subject of this Resolution will be issued immediately following the passing of the Resolution as firm commitments have been received to subscribe for these shares.

No Shares approved for issue under this Resolution will be issued to Directors or any associates or related entities thereof.

The Options proposed to be issued form part of the remuneration payable to Southern Cross Equities, Taylor Collison and Westwind Partners (UK) Ltd., for services provided in relation to the placement of the 46 million Shares. Brokerage fees of 5% of the funds raised by these entities will be paid and with Southern Cross Equities, as lead manager, receiving an additional fee of 1% of all funds raised. In the event that the Options proposed to be issued to Westwind Partners (UK) Ltd are not approved, the Company has a contractual obligation to issue the same number of Options as soon as it is able to do so and prior to the issue of any other securities.

The following further information is provided:

• (a) the Shares will be issued at 50 cents per Share;
• (b) the maximum number of Shares that will be issued under this Resolution is 32,200,000.
• (c) the allotees of the Shares were introduced to the Company by one or all of Southern Cross Equities, Taylor Collison and Westwind Partners (UK) Ltd and considered by the Directors as appropriate investors. These allottees are the same as the allotees of the Shares of Resolution 1. In each case the allottee

received 30% of the shares subscribed under Resolution 1. 70% of the shares subscribed for by them were made subject to the passing of this Resolution 2.

• (d) no Shares or Options approved for issue under this Resolution will be issued to Directors or any associates or related entities thereof.
• (e) upon completion of the capital raising under Resolution 2, 3,000,000 Options will issued for no cash consideration but in consideration of corporate services provided by Southern Cross Equities (and as to 1,200,000 Options), Taylor Collison (as to 800,000 Options) and Westwind Partners (UK) Ltd (as to 1,000,000 Options).

The Options issued will not be listed on Australian Stock Exchange Limited and have an exercise price of 75 cents expiring 3 years from the date of issue.. Upon exercise each Option is converted into 1 fully paid ordinary Share and are otherwise on the terms and conditions set out in Annexure A to this Explanatory Memorandum:

• $(f)$ The Shares and Options under this Resolution will be issued as soon as practically possible following the Meeting and done so in one lump amount. In any event Shares and Options will not be issued later than 3 months following the Meeting or by any other such other date as approved by ASX pursuant to a waiver of the appropriate ASX Listing Rule.
• (g) the Shares will rank equally from the date of issue with all existing Shares in the Company.

Recommendation

The Directors unanimously recommend Shareholders approve this Resolution.

$2.3$ Resolution 3 - Ratification of Options under the Employee Share Option Plan

As noted in the information under Resolutions 1 and 2, ASX Listing Rules 7.1 prohibits a Company from issuing equity securities (which includes options) representing 15% of its share capital in any 12 month period without shareholder approval (subject to certain exceptions). ASX Listing Rule 7.4 allows a company to seek ratification for a permitted and prior issue of securities that have been made within the 12 month period. The effect of such ratification is that the issue is then deemed to have been one to which shareholder approval has been obtained thus not counting towards the 15% referred to herein.

Resolution 3 seeks ratification of the issue by the Company of 5,025,000 Options to various consultants to, and employees, of the Company. The Options have varying expiry dates and exercise prices as set out in Annexure B. Other than the expiry dates and exercise prices Options are issued on the same terms and conditions.

The employees and consultants were selected by the Directors under the Employee Share Option Plan ("ESOP") as being suitable for admission to the Plan. The issue of the Options under the ESOP has occurred over the last 8 months and in all instances were issued as a condition of employment or engagement of the relevant individual. The Company believes that the issue of Options in this manner has contributed significantly to its ability to employ and engage a team of uranium professionals in a market where such skills are in high demand.

The following further information is provided:

• (a) the Options were issued to those employees/consultants listed in Annexure B and for no consideration being employees and consultants selected by the Directors as being appropriate to participate in the Company's ESOP. The price payable on exercise of the Options and the expiry dates are set out in Annexure B to this Explanatory Memorandum:
• (b) other than the exercise price and expiry dates of the Options the other terms and conditions are as set out in Annexure C to this Explanatory Memorandum:
• the purpose of the issue of the Options was to provide incentives to selected $(c)$ employees and consultants and in accordance with the philosophy of the Company in establishing the ESOP.

Recommendation

The Directors unanimously recommend Shareholders approve this Resolution.

3. SCRUTINEER AND QUESTIONS AND COMMENTS BY SHAREHOLDERS AT THE MEETING

Scrutineer

A representative of the Company's external auditor, KPMG, will act as a scrutineer for any polls that may be required at the meeting.

Ouestions and Comments by Shareholders at the Meeting

In accordance with the Corporations Act 2001, a reasonable opportunity will be given to shareholders - as a whole - to ask questions or make comments on the subject matter of the Resolutions.

URANIUM EQUITIES LIMITED

Glossary

ASX means Australian Stock Exchange Limited (ACN 008 129 164).

Board means the board of Directors of the Company duly appointed in accordance with the Constitution of the Company.

Company means Uranium Equities Limited (ABN 74 009 799 553).

Constitution means the constitution (formerly articles of association) of the Company.

Directors means directors of the Company

ESOP means the Employee Share Option Plan of the Company

Explanatory Statement means the explanatory statement in this Memorandum.

Meeting means the meeting convened by the Notice.

Memorandum means this document, comprising of the Notice, the Explanatory Statement and the Proxy Form.

Notice means the notice of meeting accompanying this Memorandum.

Options means options to acquire shares in the company.

Optionholder means a person registered in the Company's register as the holder of an Option as at the Record Date.

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

Shareholder means a person registered in the Company's register as the holder of a Share.

ACST means South Australian standard time.

Annexure A

Terms and Conditions of Options (Resolution 2)

• $1.$ Each option entitles the holder to subscribe for one ordinary share in the capital of Uranium Equities Limited ("the Company"). The amount payable on exercise of each option will be 75 cents.
• The options are exercisable at any time on or prior to the day being 3 years from the date 2. of issue (the "Expiry Date") by notice in writing to the Directors of the Company accompanied by payment of the exercise price.
• 1. The options are freely transferable however no application will be made to Australia Stock Exchange Limited for Official Quotation of the options issued.
• $4.$ All shares issued upon exercise of the options will rank pari passu in all respects with the Company's then existing ordinary fully paid shares. The Company will apply for Official Quotation by Australian Stock Exchange Limited of all shares issued upon exercise of the options.
• 1. A holding statement will be issued for the options. The statement will be accompanied by a notice that is to be completed when exercising the options. If prior to the Expiry Date those options are exercised in part, the Company will issue another holding statement for the balance of the options held and not yet exercised.
• Exercise of the options is effected by completing the notice of exercise of options and 6. surrendering the notice to the Company together with the requisite application monies.
• There are no participating rights or entitlements inherent in the options and holders will 7. not be entitled to participate in new issues of capital offered to shareholders during the currency of the options. The Company, however, will ensure that for the purposes of determining entitlements to any such issue, the books closing date will be at least 12 business days after the issue is announced. This will give option holders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue.
• 1. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, the number of options or the exercise price of the options or both shall be reconstructed (as appropriate) in a manner which will not result in any benefits being conferred on option holders which are not conferred on shareholders and (subject to such provisions with respect to the rounding of entitlements as sanctioned by the meeting of shareholders approving the reconstruction of capital) in all other respects the terms for the exercise of the options shall remain unchanged subject to the Listing Rules of Australian Stock Exchange Limited as if the options were subject to Official Ouotation but only for the purposes of this clause.
• 1. The option holder has no right to a change in the exercise price of the options or a change to the number of underlying securities over which the options can be exercised unless required under the Listing Rules upon a reorganization of capital.
• 1. Cheques/drafts should be made payable to Uranium Equities Limited and marked "Not Negotiable" and must be expressed in Australian currency.
• $11.$ Options not exercised by the Expiry Date will automatically expire.
• $12.$ Shares allotted and issued pursuant to the exercise of an option will be allotted and issued not more than 14 days after the receipt of a properly exercised notice of exercise of option and the application monies in respect to the exercise of an option.

URANIUM EQUITIES LIMITED

Annexure B

Employees and Consultants to Whom the Options the Subject of Resolution 3 were
issued

TOTAL:

5,025,000

Annexure C

Terms and Conditions of Options Issued under the ESOP (Resolution 3)

• Each option entitles the holder to subscribe for one ordinary share in the capital of $1.$ Uranium Equities Limited ("the Company"). The amount payable on exercise of each option is as set out variously in Annexure B to the Explanatory Memorandum.
• $\overline{2}$ . The options are exercisable at any time on or prior to the Expiry Date as noted in Annexure B (the "Expiry Date") by notice in writing to the Directors of the Company accompanied by payment of the exercise price.
• 1. The options are transferable only to related or controlled entities as set out in the ESOP no application will be made to Australia Stock Exchange Limited for Official Ouotation of the options issued.
• All shares issued upon exercise of the options will rank pari passu in all respects with the 4. Company's then existing ordinary fully paid shares. The Company will apply for Official Ouotation by Australian Stock Exchange Limited of all shares issued upon exercise of the options.
• 1. A holding statement will be issued for the options. The statement will be accompanied by a notice that is to be completed when exercising the options. If prior to the Expiry Date those options are exercised in part, the Company will issue another holding statement for the balance of the options held and not vet exercised.
• 1. Exercise of the options is effected by completing the notice of exercise of options and surrendering the notice to the Company together with the requisite application monies.
• There are no participating rights or entitlements inherent in the options and holders will 7. not be entitled to participate in new issues of capital offered to shareholders during the currency of the options. The Company, however, will ensure that for the purposes of determining entitlements to any such issue, the books closing date will be at least 12 business days after the issue is announced. This will give option holders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue.
• 1. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, the number of options or the exercise price of the options or both shall be reconstructed (as appropriate) in a manner which will not result in any benefits being conferred on option holders which are not conferred on shareholders and (subject to such provisions with respect to the rounding of entitlements as sanctioned by the meeting of shareholders approving the reconstruction of capital) in all other respects the terms for the exercise of the options shall remain unchanged subject to the Listing Rules of Australian Stock Exchange Limited as if the options were subject to Official Quotation but only for the purposes of this clause.
• 1. The option holder has no right to a change in the exercise price of the options or a change to the number of underlying securities over which the options can be exercised unless required under the Listing Rules on a reorganization of capital.
• $10.$ Cheques/drafts should be made payable to Uranium Equities Limited and marked "Not Negotiable" and must be expressed in Australian currency.
• Options not exercised by the Expiry Date will automatically expire. $11.$
• $12.$ Shares allotted and issued pursuant to the exercise of an option will be allotted and issued not more than 14 days after the receipt of a properly exercised notice of exercise of option and the application monies in respect to the exercise of an option.

FORM

The Directors URANIUM EOUITIES LIMITED Level 2, 1292 Hay Street West Perth WA 6005

I/We (name of shareholder) .................................... of (address) …………………………………………………………………………………………… being a member/members of Uranium Equities Limited hereby appoint .................................... $(name)$ .................................... of (address) …………………………………………………………………………………………… and/or failing that person (name) .................................... of (address) …………………………………………………………………………………………… or failing that person then the Chairperson of the Meeting as my/our proxy to vote for me/us and on my/our behalf at a General Meeting of the Company to be held at Ground Floor Meeting Room, 50 Grenfell Street, Adelaide, South

Should you so desire to direct the Proxy how to vote, you should place a cross in the appropriate box(es) below:

I/We direct my/our Proxy to vote in the following manner:

Product and the contract of the con-

If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

Australia on 21 March 2007 at 10.30 am and at any adjournment of the meeting.

If you do not wish to direct how your proxy is to vote, please place a mark in the box. By marking this box, you acknowledge that the Chairperson may exercise your proxy even if he has an interest in the outcome of the resolution. Votes cast by him other than as proxy holder will be disregarded because of that interest.

The Chairman intends to vote in favour of all Resolutions.

If the shareholder is an individual:

Signature: Signature and Signature and Signature and Signature and Signature and Signature and Signature and S

Name:

BECALITICAL 4

If the shareholder is a company: Affix common seal (if required by Constitution)

Director/Sole Director and Secretary

Director/Secretary

NOTES:

• A shareholder of the Company entitled to attend and vote is entitled to appoint not more than $\mathbf{1}$ . two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.
• $2.$ Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
• $\overline{3}$ . For the purposes of Regulation 7.11.37 of the Corporations Regulations, the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the meeting. The snapshot date is 10.30 am (ACST). 19 March 2007.
• $\overline{4}$ . To be effective, the proxy form (and any power of attorney) must be lodged at the registered office of the Company not less than 48 hours before the time of holding the meeting. The proxy may be lodged by facsimile transmission to the facsimile number at the Company's principal place of business, being (+61 8) 9322 5800.
• 1. A copy of the power of attorney must be lodged for any proxy appointed under a power of attorney, together with evidence of non-revocation of the power of attorney.
• 1. A proxy for a corporation must be appointed under the common seal of the corporation or signed in accordance with the requirements of Section 127 of the Corporations Act.
• 1. A proxy form is enclosed. If required it should be completed, signed and returned to the Company's principle place of business in accordance with the Instructions to Shareholders at the beginning of this Notice.

Appointment of Corporate Representative

Section 250D of the Corporations Law

This is to certify that by a resolution of the directors of:

INSTRUCTIONS FOR COMPLETION

Under Australian law, an appointment of a body corporate representative will only be valid if the Certificate of Appointment is completed precisely and accurately.

Please follow the following instructions to complete the Certificate of Appointment:

• Execute the Certificate following the procedure required by your company's $1.$ constitution or other constituent documents.
• Print the name and position (e.g. director) of each company officer who signs this $2.$ Certificate on behalf of the company.
• $\overline{3}$ . Insert the date of execution where indicated.
• Send or deliver the Certificate to Uranium Equities Limited registered office or fax the $4.$ Certificate to the registered office at (+61 8) 9322 5800