OEX.L Regulatory News (OEX)

10 October 2013

Notice of Annual General meeting - 11 November 2013

Please find attached hereto a copy of Notice of Annual General Meeting for 11 November 2013, including an Explanatory Memorandum and Proxy Form, dispatched to shareholders today along with the printer's copy of the 2013 Annual Report to Shareholders.

Yours sincerely,

Max Cozijn

Chairman

For further information, please contact:

ABN 50 078 652 632

NOTICE OF ANNUAL GENERAL MEETING

OF SHAREHOLDERS

11 NOVEMBER 2013

AT 3.00 PM

AT

THE CELTIC CLUB,

48 ORD STREET, WEST PERTH

WESTERN AUSTRALIA

Oilex Ltd

NOTICE OF ANNUAL GENERAL MEETING

Annexure A "Explanatory Memorandum" (attached)

should be read in conjunction with this Notice of Meeting.

NOTICE IS HEREBY GIVENthat the Annual General Meeting of Shareholders of Oilex Ltd ABN 50 078 652 632 (Company) will be held at First Floor, The Celtic Club, 48 Ord Street, West Perth, Western Australia on 11 November 2013 at 3.00 pm, to conduct the following business:

BUSINESS OF THE MEETING

Financial and other reports

To receive and consider the financial report, together with the directors' report (including the Remuneration Report) and the auditor's report for the financial year ended 30 June 2013.

In compliance with section 315 of the Corporations Act, these reports are available in PDF format at the Investor Information section of the Company's website at: www.oilex.com.au. If you wish to receive hard copies of these reports, please send a written request to Company Secretary, at Oilex Ltd, Level 1, 660 Newcastle Street, Leederville, WA 6007.

1. Resolution 1 - Adoption of Remuneration Report

To consider and, if thought fit, to pass the following resolution as a non-binding resolution:

"That for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the period ended 30 June 2013 be adopted."

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

(b) a Closely Related Party of such a member.

However, a person (the "voter") described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

(b) the voter is the Chair and the appointment of the Chair as proxy:

a. does not specify the way the proxy is to vote on this Resolution; and

b. expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Note: The vote on Resolution 1 will be advisory only and will not bind the Directors or the Company. The Directors will consider the outcome of the vote and comments made by shareholders on the Remuneration Report at the meeting when reviewing the Company's remuneration policies. If 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution (a "spill resolution") that another meeting be held within 90 days at which all of the Company's Directors (other than the Managing Director) must go up for re-election.

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

"That, for the purposes of section 250V(1) of the Corporations Act and for all other purposes, approval is given for:

(a) the Company to hold another meeting of Shareholders within 90 days of the date of this Meeting ("Spill Meeting"); and

(b) all Vacating Directors to cease to hold office immediately before the end of the Spill Meeting; and

(c) resolutions to appoint persons to offices that will be vacated pursuant to (b) to be put to vote at the Spill Meeting."

If less than 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report, the Chair will withdraw Resolution 2.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

(b) a Closely Related Party of such a member.

However, a person (the "voter") described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

(b) the voter is the Chair and the appointment of the Chair as proxy:

a. does not specify the way the proxy is to vote on this Resolution; and

b. expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. Resolution 3 - To re-elect Mr Sundeep Bhandari as a non - executive Director

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

"That, for the purpose of Rule 5 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Sundeep Bhandari, who retires by rotation as a Director and, being eligible, offers himself for re-election, be and is hereby re-appointed as a director of the Company."

4. Resolution 4 - Approval of 10% Placement capacity - Shares

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

"That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and 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 may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company will 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.

5. Resolution 5 - Issue of Related Party Options to a Director - Mr Ronald Miller

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

"That, for the purposes of Chapter 2E of the Corporations Act, Listing Rule 10.11 and for all other purposes, Shareholders approve the issue to Mr Ronald Miller or his nominee of :

(a) 2,000,000 Options exercisable at $0.15 and expiring on or before 3 years after the date of grant; and

(b) 2,000,000 Options exercisable at $0.25 and expiring on or before 4 years after the date of grant.

on the terms and conditions in the Explanatory Memorandum.

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Mr Miller or his nominee and any associates of such a person.

However, the Company need not disregard a vote if:

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

(b) it is cast by the Chair 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.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

(b) a Closely Related Party of such a member.

However, a person (the "voter") described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

(b) the voter is the Chair and the appointment of the Chair as proxy:

a. does not specify the way the proxy is to vote on this Resolution; and

b. expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

All members are invited to attend.

An Explanatory Memorandum to Shareholders (Annexure A) accompanies this Notice of Meeting.

BY ORDER OF THE BOARD

Robert Ierace

Company Secretary

25 September 2013

PROXIES - The Notice of Annual General Meeting can be viewed in hardcopy form

(including the Proxy Form) on the Company's website.

1. A Proxy Form is enclosed with this Notice of Meeting.

2. Each member who is entitled to attend and cast a vote at the Annual General Meeting may appoint a proxy. A proxy need not be a member.

3. A member who is entitled to cast 2 or more votes at the Annual General Meeting may appoint either 1 or 2 proxies. If you wish to appoint 2 proxies you must use a separate proxy form for each proxy and indicate the percentage of your voting rights or the number of shares that each proxy is appointed in respect of on the proxy forms. If you wish to appoint more than 1 proxy you should photocopy the enclosed proxy form or request an additional proxy form to be sent to you. Where a member appoints 2 proxies and does not specify the proportion or number of the member's votes, each proxy may exercise half of the member's rights.

4. An instrument appointing a proxy may not be treated as valid unless the instrument, and the power of attorney or other authority (if any) under which the instrument is signed or proof of the power or authority to the satisfaction of the Directors, is or are:

· deposited at the Company's registered office at Level 1, 660 Newcastle Street, Leederville, Western Australia;

· sent by facsimile to the Company at fax number (08) 9485 3290; or

· deposited at the Company's share registry, Security Transfer Registrars Pty Ltd, 770 Canning Highway, Applecross, Western Australia, 6153;

by 3pm (WST) on 9 November 2013, being not less than 48 hours before the commencement of the Annual General Meeting (or any adjournment of that meeting), as the case may be, at which the person named in the instrument proposes to vote.

5. An instrument appointing a proxy must be in writing under the hand of the appointer or of the appointer's attorney duly authorised in writing or, if the appointer is a body corporate, either under its common seal if it has a common seal, or under the hand of an officer or duly authorised attorney or duly authorised representative.

6. A body corporate which is a Shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the Annual General Meeting. The appointment must comply with section 250D of the Corporations Act. The representative should bring evidence of their appointment to the Annual General Meeting, including authority under which their appointment is signed, unless previously given to the Company.

7. In accordance with regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that the shareholding of each person for the purposes of determining entitlements to attend and vote at the Annual General Meeting will be the entitlement of that person set out in the Company's register as at 3pm (WST) on 9 November 2013. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

8. Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

· if proxy holders vote, they must cast all directed proxies as directed; and

· any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

9. Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

· the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie as directed); and

· if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

· if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (ie as directed); and

· if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie as directed).

10. Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

· an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

· the appointed proxy is not the chair of the meeting; and

· at the meeting, a poll is duly demanded on the resolution; and

· either of the following applies:

o the proxy is not recorded as attending the meeting; or

o the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

11. Crest - Depositary Interests

Holders of depositary interests in CREST (DI) are invited to attend the Meeting but are not entitled to vote at the Meeting. In order to have votes cast at the Meeting on their behalf, DI holders must complete, sign and return the Form of Instruction enclosed with this Notice to the Company's agent using the enclosed reply paid envelope no later than 3pm London Time on 7 November 2013.

GLOSSARY

Words which are defined in the Explanatory Memorandum have the same meaning when used in this Notice of Meeting unless the context requires otherwise. For assistance in considering the Notice of Meeting and Explanatory Memorandum, the following words are defined here:

"10% Placement Capacity" has the meaning given in Resolution 4 of the Explanatory Memorandum.

"A$" means Australian dollars.

"Annual General Meeting or Meeting" means the annual general meeting of the Company convened under the Notice of Meeting.

"ASX" means ASX Limited ACN 008 624 691 and where the context requires, the financial market operated by ASX Limited trading as the Australian Securities Exchange.

"Board" means the board of Directors of the Company.

"Closely Related Party" of a member of the Key Management Personnel means:

(a) a spouse or child of the member;

(b) a child of the member's spouse;

(c) a dependent of the member or the member's spouse;

(d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity;

(e) a company the member controls; or

(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of 'closely related party' in the Corporations Act.

"Company" means Oilex Ltd ABN 50 078 652 632.

"Constitution" means the constitution of the Company.

"Corporations Act" means the Corporations Act 2001 (Cth).

"Director" means a director of the Company from time to time.

"Eligible Entity" means an entity that, at the date of the relevant general meeting is not included in the S&P/ASX 300 Index and has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

"Equity Securities" includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

"Explanatory Memorandum" means the explanatory memorandum accompanying this Notice of Meeting as Annexure A.

"Key Management Personnel" has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

"Listing Rules" means the listing rules of ASX.

"Managing Director" means the managing director of the Company who may, in accordance with the ASX Listing Rules, continue to hold office indefinitely without being re-elected to the office.

"Notice of Meeting" means this notice of annual general meeting.

"Option" means an option to acquire a Share.

"Optionholder" means the holder of an Option.

"Ordinary Securities" has the meaning set out in the ASX Listing Rules.

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

"Remuneration Report" means the remuneration report set out in the Director's report section of the Company's annual financial report for the year ended 30 June 2013.

"Resolution" means a resolution set out in the Notice of Meeting.

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

"Shareholder" means a holder of a Share.

"Spill Meeting" means the meeting of Shareholders to be held within 90 days if Resolution 2 is passed.

"Spill Resolution" means Resolution 2 in this Notice.

"Vacating Directors" means the Directors who were directors of the Company when the resolution to make the directors' report considered at the last annual general meeting of the Company was passed, other than the Managing Director at that time.

"Variable A" means "A" as set out in the calculation in Resolution 4 of the Explanatory Statement.

 "WST" means Western Standard Time, being the time in Perth, Western Australia.

Oilex Ltd

ABN 50 078 652 632

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting to be held on First Floor, The Celtic Club, 48 Ord Street, West Perth, Western Australia on 11 November 2013.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting.

BUSINESS OF THE MEETING

Financial and other reports

Section 317 of the Corporations Act requires the Directors of the Company to put before the Annual General Meeting the financial report, directors' report (including the Remuneration Report) and the auditor's report for the last financial year that ended before the Annual General Meeting.

In accordance with section 250S of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions or make statements in relation to those reports but no formal resolution to adopt the reports will be put to Shareholders at the Annual General Meeting (save for Resolution 1 in respect of the adoption of the Remuneration Report).

Shareholders will also be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the preparation and content of the auditor's report. In addition to taking questions at the Annual General Meeting, written questions to the Chairman about the management of the Company, or the Company's auditor about:

· the preparation and content of the auditor's report;

· the conduct of the audit;

· accounting policies adopted by the Company in relation to the preparation of the financial statements; and

· the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5 business days before the Annual General Meeting to the registered office of the Company.

A copy of Oilex Ltd's Annual Report 2013 is available in the Investor Information section of the Company's website at: www.oilex.com.au.

Section 250R of the Corporations Act requires that a resolution to adopt the Remuneration Report must be put to the vote at the Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company.

The Remuneration Report is set out in pages 37 to 46 of the Company's Annual Report 2013, which is available on the Investor Information section of the Company's website at www.oilex.com.au.

In accordance with section 250SA of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the Remuneration Report at the Annual General Meeting.

The Directors will consider the outcome of the vote and comments made by shareholders on the Remuneration Report at the meeting when reviewing the Company's remuneration policies.

Voting Consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a Remuneration Report resolution are voted against adoption of the Remuneration Report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company's annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

Previous Voting Results

At the Company's previous annual general meeting the votes cast against the Remuneration Report considered at that annual general meeting were more than 25%. Accordingly, the Spill Resolution (refer to Resolution 2) will be relevant for this Annual General Meeting if at least 25% of the votes cast on the Remuneration Report resolution are voted against adoption of the Remuneration Report.

Proxy Voting Restrictions

Shareholders appointing a proxy for this Resolution should note the following:

If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy

You must direct your proxy how to vote on this Resolution. Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member).

You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel.

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

If less than 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report, the Chair will withdraw Resolution 2.

General

The Corporations Act requirements for this Resolution to be put to vote are set out in Resolution 1.

The effect of this Resolution being passed is the Company will be required to hold another meeting of Shareholders within 90 days of the date of this Meeting ("Spill Meeting") and the Vacating Directors will cease to hold office immediately before the end of the Spill Meeting. The business of the Spill Meeting will be to put to vote resolutions to appoint persons to offices vacated by the Vacating Directors.

In the event a Spill Meeting is required a separate notice of meeting will be distributed to Shareholders with details about those persons that will seek election as directors of the Company at the Spill Meeting.

Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the voting restrictions set out in Resolution 1 apply in the same manner to this Resolution.

In accordance with Rule 5 of the Company's Constitution and ASX Listing Rule 14.4, a Director cannot hold office for more than 3 years without retiring by rotation. Having been appointed as a Director on 9 November 2011 Mr Bhandari is to retire by rotation at the Annual General Meeting, and being eligible, offers himself for re-election as a Director.

The Company currently has three Directors and accordingly one must retire.

Mr Bhandari is based in New Delhi, India and has provided the following information in relation to his qualifications and experience:

Full Name: Sundeep Bhandari

Qualifications: Bachelor of Commerce Degree from the Bombay University, India 

Mr Bhandari was appointed as a director (Vice Chairman) in November 2011. Mr Bhandari has over 28 years' business experience in India, of which more than 18 years have been in the energy business. He has worked with several multinational petroleum companies, including Cairn Energy, Mobil, Marathon, ENI, PGS and Command Petroleum. Mr Bhandari is currently the Chairman of the Corporate Advisory Board of Cairn India Ltd. Mr Bhandari is also a director and shareholder of India Hydrocarbons Ltd.

Mr Bhandari is a Director of India Hydrocarbons Ltd. and is therefore an indirect shareholder of Oilex Ltd. India Hydrocarbons Ltd. currently holds 7.6 million ordinary shares and 4.0 million ordinary options in Oilex. India Hydrocarbons Ltd. has been and continues to assist Oilex in developing its exploration and production portfolio in India, Timor Leste, and Australia. Mr Bhandari is also Director of Mirage Developments Pvt. Ltd, Datavision Systems Pvt Ltd, Heritage Farm Developers Pvt Ltd, Mogul Resources Ltd, Mogul Resources India Pvt Ltd. In the last 5 years Mr Bhandari has also been a Director of Petrodril Pte Ltd, Comet Infra Developments Pvt and Cairn Energy Developments Pte Ltd.

Mr Bhandari is not currently and has not within the last three years been, a director of any other publicly listed companies.

The Board, excluding Mr Bhandari, recommends that members vote in favourof Mr Bhandari's re-election as a Director.

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital (10% Placement Capacity). The Company is an Eligible Entity.

If Shareholders approve Resolution 4, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out below).

The effect of Resolution 4 will be to allow the Company to issue Equity Securities up to 10% of the Company's fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company's 15% annual placement capacity granted under Listing Rule 7.1.

Resolution 4 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 4 for it to be passed.

ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity's 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

(a) is not included in the S&P/ASX 300 Index; and

(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $20m.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has 12 classes of Equity Securities on issue, being the Shares (ASX Code:OEX), quoted Options (ASX Code:OEXO and 10 classes of unquoted Options.

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

Where:

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

(a) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;

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

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

(d) less the number of Shares cancelled in the previous 12 months.

D is 10%.

E is the number of equity securities issued or agreed to be issued under asx listing rule 7.1a.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of ordinary securities under asx listing rule 7.1 or 7.4.

Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 4:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

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

(ii) if the Equity Securities are not issued within 5 ASX trading days of the date in section (a)(i) above, the date on which the Equity Securities are issued.

(b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

(i) 12 months after the date of this Meeting; and

(ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company's activities) or 11.2 (disposal of the Company's main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid),

(10% Placement Capacity Period).

Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 4 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

*the number of shares on issue (variable a in the formula) could increase as a result of the issue of shares that do not require shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with shareholder approval under listing rule 7.1.

The table above uses the following assumptions:

1. There are currently 392,778,499 on issue at the date of this Notice. The issue of a further 30,000,000 Shares which is subject to the approval of shareholders at a general meeting to be held in October is not included in the Current Variable A value in the table.

2. The issue price set out above is the closing price of the Shares on the ASX on 26 September 2013.

3. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

5. The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

7. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

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

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

Shareholders should note that there is a risk that:

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

(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

(i) as cash consideration in which case the Company intends to use funds raised for activities associated with the Cambay PSC in India and the Wallal Graben in the Canning Basin of Western Australia or

(ii) as non-cash consideration for any acquisition of new resources assets and investments including/excluding previously announced acquisitions, in such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.

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

Allocation policy under the 10% Placement Capacity

The Company's allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s).

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

(i) the purpose of the issue;

(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

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

(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

(v) prevailing market conditions; and

(vi) advice from corporate, financial and broking advisers (if applicable).

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

Previous Approval under ASX Listing Rule 7.1A

The Company has not previously obtained approval under ASX Listing Rule 7.1A.

Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it must give to ASX:

(i) a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and

(ii) the information required by Listing Rule 3.10.5A for release to the market.

Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 4.

Resolution 5 seeks the approval of Shareholders pursuant to Listing Rule 10.11 and Chapter 2E of the Corporations Act for the issue of 4,000,000 Options to Mr Ronald Miller or his nominee of which 2,000,000 Options have an exercise price of $0.15 expiring three years after the date of issue ($0.15 Options) and 2,000,000 Options have an exercise price of $0.25 expiring four years after the date of issue ($0.25 Options) (together, the Related Party Options).

As approval of Shareholders is being sought pursuant to Listing Rule 10.11, Shareholder approval under Listing Rule 7.1 is not required, in accordance with Exception 14 of Listing Rule 7.2.

Resolution 5 is an ordinary resolution.

The purpose of the grant of the Related Party Options to Mr Miller is for the Company to retain Directors of high calibre and to provide cost effective remuneration to the Directors for their ongoing commitment and contribution to the Company in their role as Directors. The Board (excluding Mr Miller) has made the decision to issue the Related Party Options to Mr Miller on the basis of an assessment of his contribution to the Company and his continuing involvement and contribution to the Company that will be significant in achieving sustainable growth in Shareholder value. The Board also took into account Mr Miller's remuneration package (details of which are below).

The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Related Party Options upon the terms proposed. If the Options are not granted, the Company could remunerate the Directors for additional amounts of cash. However, the Board considers it reasonable for the remuneration of the Directors to have a cash component and an equity component to further align the Directors' interests with Shareholders and maintain a strong cash position for the Company.

Listing Rule 10.11 and section 208 of the Corporations Act

Pursuant to Listing Rule 10.11, a related party of a listed company is precluded from participating in any issue of securities in the company without the prior approval of shareholders.

Pursuant to section 208 of the Corporations Act, a listed company must obtain shareholder approval before giving a financial benefit to a related party.

A "related party" for the purposes of the Corporations Act is defined widely and includes a director of a public company and former directors of a public company.

A "financial benefit" for the purposes of the Corporations Act has a very wide meaning. It includes the public company paying money or issuing securities to the related party. In determining whether or not a financial benefit is being given, it is necessary to look to the economic and commercial substance and effect of what the public company is doing (rather than just the legal form). Any consideration which is given for the financial benefit is to be disregarded, even if it is full or adequate.

Mr Miller is regarded as a related party of the Company by reason of his position as a Director.

Specific information required by Listing Rule 10.13 and section 219 of the Corporations Act

Listing Rule 10.13 and section 219 of the Corporations Act require that the following information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 10.11 and Chapter 2E of the Corporations Act:

(a) The Related Party Options will be issued to Mr Miller who is a related party by virtue of being a Director of the Company (or his nominee).

(b) The maximum number of Related Party Options to be issued to Mr Miller (or his nominee) is 4,000,000.

(c) The Related Party Options will be issued no later than one month after the date of the meeting (or such longer period of time as ASX may in its discretion allow).

(d) Each Related Party Option will be granted for nil cash consideration.

(e) 2,000,000 Related Party Options have an exercise price of $0.15, exercisable on or before 3 years after the date of grant. The $0.15 Options are unlisted and are transferable. No application for quotation of the $0.15 Options will be made by the Company until such time as the Company in its absolute discretion determines otherwise. Upon exercise of the $0.15 Options, the Shares issued will rank pari passu with the Company's existing Shares on issue. Further terms and conditions of the $0.15 Options is set out Schedule 1.

(f) 2,000,000 Related Party Options have an exercise price of $0.25 exercisable on or before 4 years after the date of grant. The $0.25 Options are unlisted and are transferable. No application for quotation of the $0.25 Options will be made by the Company until such time as the Company in its absolute discretion determines otherwise. Upon exercise of the $0.25 Options, the Shares issued will rank pari passu with the Company's existing Shares on issue. Further terms and conditions of the $0.25 Options is set out Schedule 2.

(g) A voting exclusion statement is included in the Notice.

(h) No funds will be raised by the issue of the Related Party Options as they are being issued for nil cash consideration.

(i) The only related party to whom Resolution 5 would permit financial benefits to be given is Mr Miller.

(j) The nature of the financial benefit to be given is the issue of Related Party Options to Mr Miller. If the Shares are trading on the ASX at a higher price than the exercise price of the Related Party Options at the time of the exercise of the Related Party Options, the effect will be to give an immediate financial benefit to Mr Miller at the time he exercises the Related Party Options.

(k) No other Director has an interest in Resolution 5. Each Director (other than Mr Miller) recommends to Shareholders the grant of the Related Party Options to Mr Miller as it allows the Company to retain Directors of high calibre and aligns the interests of the Company and its Directors to maximise Shareholder value.

(l) The Company is a small listed entity with limited funds, most of which are allocated to specific development activities. As a result, the Board has chosen to issue the Related Party Options to Mr Miller as a key component of the incentive portion of his remuneration in order to retain his services and to provide incentives linked to the performance of the Company. As such, the Board believes that the number of Related Party Options to be granted to Mr Miller is commensurate with his value to the Company.

(m) Given the speculative nature of the Company's activities and the small management team responsible for its operations, it is considered the performance of Mr Miller and the Company are closely related. As such, the Related Party Options granted will generally only be of benefit if Mr Miller performs to the level whereby the value of the Company increases sufficiently to warrant exercising the Related Party Options.

(n) An estimate of the value of the Related Party Options proposed to be issued pursuant to Resolution 5 using the Black Scholes option pricing model has been calculated as $77,602. The value may go up or down after the date of valuation as it will depend on the future price of a Share.

(o) The Black Scholes Pricing Model has been used to value the Related Party Options, with the following assumptions:

i. the risk free rate of 2.50% is the Reserve Bank of Australia's cash rate;

ii. the underlying security spot price of $0.047 used for the purposes of this valuation is based on the share price of the Company on the day of the report;

iii. the estimated volatility used in the option valuation is 100%;

iv. for the purposes of the valuation, no future dividend payments have been forecast; and

(p) for the purposes of the valuation it is assumed that the Related Party Options will be issued on date of the valuation, 25 September 2013, with half of the Related Party Options having a life of 3 years and half of the Related Party Options having a life of 4 years from the commencement date. Under the accounting standard AASB 2 Share based Payments, the Company will recognise an expense in the income statement based on the fair value of the Related Party Options over the period from the date of issue to the vesting date. The total of the fair value of the Related Party Options issued is $77,602 at the date of the Notice.

(q) The dilution effect if the Director Securities are issued is as follows:

(r) Mr Miller received a total remuneration from the Company of $138,500 during the 12 months to 30 June 2013 and it is expected that he will receive $270,000 in the current financial year.

(s) The current relevant interests in security holdings of Mr Miller is 3,379,436 Shares and 1,002,500 Listed Options. Subject to the approval of Resolutions at an EGM to be held on 28 October 2013, it is anticipated that Mr Miller will hold a relevant interest in 4,379,436 Shares, 1,502,500 Listed Options and 2,000,000 Unlisted Options.

(t) Historical quoted price information for the Company's listed securities for the last twelve months is as follows:

(t) Other than the information above and otherwise set out in the Notice, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolution 5.

Schedule 1 - Terms and Conditions of $0.15 Options

1. Each Option entitles the holder, when exercised, to one (1) Share.

 2. The Options are exercisable at any time until 5.00 pm WST on the expiry date, being three (3) years after the date of issue by notice in writing to the Company accompanied by payment of the exercise price (Expiry Date).

 3. Should an Optionholder resign after the date of issue of the Options, then the Optionholder retains the Options until the earlier of their expiry or exercise.

 4. The Options vest at the date of grant.

 5. The Options can be exercised in whole or in part, and if exercised in part multiples of 10,000 must be exercised on each occasion, except where the number of Options held is less than 10,000, in which case all such Options must be exercised at the same time.

 6. The exercise price of each Option shall be $0.15.

 7. The Options are freely transferable in whole or in part at any time prior to the Expiry Date.

8. The Options will be unlisted.

 9. All Shares issued upon exercise of the Options will rank pari passu in all respects with the Company's then existing fully paid Shares. The Company will apply for Official Quotation by the ASX of all Shares issued upon exercise of the Options.

 10. There are no participating rights or entitlements inherent in the Options to participate in any new issue of securities (including any pro-rata issue) which may be offered to Shareholders of the Company from time to time prior to the Options expiry date. However at least 10 business days before the record date to determine entitlements to any such new issue of securities, the Company will notify the Optionholder(s) of the proposed new issue. This will afford the Optionholder(s) an opportunity to exercise all or some of the Options prior to the record date of any such new issue and then participate in that new issue (with respect to the Shares issued on exercise of the Options).

 11. The Options do not confer on the Optionholder any right to a change in the exercise price, or a change to the number of Shares to be issued on exercise of the Options for any new issue of securities (including any pro-rata issues).

 12. The Options do not confer on the Optionholder any right to participate in dividends until Shares are allotted pursuant to the exercise of the Options after which such Shares will qualify for any dividend paid on the fully paid ordinary shares in the Company with a record date after the date of allotment.

 13. In the event of a reorganisation of the issued capital of the Company, the Options will be reorganised in accordance with the Listing Rules of the ASX (if applicable) and in any case in a manner which will not result in any benefits being conferred on Optionholders which are not conferred on Shareholders.

 14. The number of Shares to be issued pursuant to the exercise of Options will be adjusted for bonus issues made prior to exercise of the Options so that, upon exercise of the Options, the number of Shares received by the Optionholder will include the number of bonus Shares that would have been issued if the Options had been exercised prior to the record date to determine entitlements for the bonus issues. The exercise price of the Options shall not change as a result of any such bonus issues.

Schedule 2 - Terms and Conditions of $0.25 Options

1. Each Option entitles the holder, when exercised, to one (1) Share.

 2. The Options are exercisable at any time until 5.00 pm WST on the expiry date, being four (4) years after the date of issue by notice in writing to the Company accompanied by payment of the exercise price (Expiry Date).

 3. Should an Optionholder resign after the date of issue of the Options, then the Optionholder retains the Options until the earlier of their expiry or exercise.

 4. The Options vest at the date of grant.

 5. The Options can be exercised in whole or in part, and if exercised in part multiples of 10,000 must be exercised on each occasion, except where the number of Options held is less than 10,000, in which case all such Options must be exercised at the same time.

 6. The exercise price of each Option shall be $0.25.

 7. The Options are freely transferable in whole or in part at any time prior to the Expiry Date.

 8. The Options will be unlisted.

 9. All Shares issued upon exercise of the Options will rank pari passu in all respects with the Company's then existing fully paid Shares. The Company will apply for Official Quotation by the ASX of all Shares issued upon exercise of the Options.

 10. There are no participating rights or entitlements inherent in the Options to participate in any new issue of securities (including any pro-rata issue) which may be offered to Shareholders of the Company from time to time prior to the Options expiry date. However at least 10 business days before the record date to determine entitlements to any such new issue of securities, the Company will notify the Optionholder(s) of the proposed new issue. This will afford the Optionholder(s) an opportunity to exercise all or some of the Options prior to the record date of any such new issue and then participate in that new issue (with respect to the Shares issued on exercise of the Options).

 11. The Options do not confer on the Optionholder any right to a change in the exercise price, or a change to the number of Shares to be issued on exercise of the Options for any new issue of securities (including any pro-rata issues).

 12. The Options do not confer on the Optionholder any right to participate in dividends until Shares are allotted pursuant to the exercise of the Options after which such Shares will qualify for any dividend paid on the fully paid ordinary shares in the Company with a record date after the date of allotment.

 13. In the event of a reorganisation of the issued capital of the Company, the Options will be reorganised in accordance with the Listing Rules of the ASX (if applicable) and in any case in a manner which will not result in any benefits being conferred on Optionholders which are not conferred on Shareholders.

14. The number of Shares to be issued pursuant to the exercise of Options will be adjusted for bonus issues made prior to exercise of the Options so that, upon exercise of the Options, the number of Shares received by the Optionholder will include the number of bonus Shares that would have been issued if the Options had been exercised prior to the record date to determine entitlements for the bonus issues. The exercise price of the Options shall not change as a result of any such bonus issues.