OEX.L Regulatory News (OEX)

9 August 2012

Please find attached hereto a copy of Notice of General Meeting in relation to issue of options to underwriter and sub-underwriters for 7 September 2012, including an Explanatory Memorandum and Proxy Form, dispatched to shareholders today.

Yours sincerely,

Ben Clube

Finance Director / Company Secretary

For further information, please contact:

OILEX LTD

ABN 50 078 652 632

NOTICE OF GENERAL MEETING

OF SHAREHOLDERS

9.00 am wst

7 SEPTEMBER 2012

AT

The lower PAVILION

NEXT Generation / ROYAL KINGS PARK TENNIS CLUB,

21 KINGS PARK ROAD, WEST Perth

Western Australia

This is an important document. Please read it carefully.

If you are in any doubt as to how you should vote in relation to the resolutions set out in this notice of meeting, you should seek advice from your professional advisors prior to voting. Should you wish to discuss the matters in this notice of meeting, please contact the Company on +61 8 9485 3200 during business hours

NOTICE OF GENERAL MEETING

This Notice of Meeting should be read in conjunction with the attached Explanatory Memorandum (Annexure A).

NOTICE IS HEREBY GIVEN that a Meeting of shareholders of OILEX LTD ABN 50 078 652 632 (Company) will be held at The Lower Pavilion, Next Generation / Royal Kings Park Tennis Club, 21 Kings Park Road, West Perth, Western Australia on 7 September 2012 at 9.00 am WST, to conduct the business set out below.

Unless the context otherwise requires, capitalised terms used in this Notice of Meeting have the meaning given in the definitions section of the Explanatory Memorandum (Annexure A).

BUSINESS OF THE MEETING - RESOLUTION

Resolution 1 - Grant of Underwriter Options to Patersons Securities Limited and sub-underwriters

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

"That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the grant of up to 101,329,954 Underwriter Options at an exercise price of 15 cents per Option and an expiry date of 7 September 2015 to Patersons Securities Limited (as underwriter of the Entitlement Offer) and the sub-underwriters, on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 1 by any person who may participate in the issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of shares, if the resolution is passed, and any Associate of those persons.

However, the Company need not disregard a vote on Resolution 1, if:

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

(b) 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.

All members are invited to attend. An Explanatory Memorandum to shareholders follows this Notice.

By Order of the Board

Ben Clube

Company Secretary

6 August 2012

PROXIES

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 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 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 votes.

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; or

·; sent by email to the Company at oilex@oilex.com.au; or

·; 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,

not less than 48 hours before the time for the holding of the 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 General Meeting. The appointment must comply with section 250D of the Corporations Act. The representative should bring evidence of their appointment to the 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 Meeting will be the entitlement of that person set out in the Company's register as at 5.00pm WST on Thursday 6 September 2012. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the General Meeting.

8. The Chairman intends to vote all undirected proxies in favour of the Resolution.

9. If you have any queries on how to cast your votes then you may call the Company on +61 8 9485 3200 during business hours.

ANNEXURE A

EXPLANATORY MEMORANDUM

This Explanatory Memorandum should be read in its entirety together with the accompanying Notice. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the general meeting of Shareholders to be held on 7 September 2012 at 9.00 am WST.

ORDINARY BUSINESS - RESOLUTION

Background to the Resolution

The Company is an independent oil and gas exploration and production company. The Company's primary focus is the Cambay tight reservoir project onshore Gujarat, India. It also has exploration projects in Timor Sea, the North West Shelf Australia and onshore Sumatra Indonesia.

Oilex has a 45% interest in a production sharing contract at Cambay (onshore Gujarat, India), and is the Operator of the Cambay Field Joint Venture. Oilex is evaluating the substantial Cambay tight reservoirs and expects to demonstrate its commercial viability by drilling and flow testing a further well.

On 2 August 2012, the Company announced its intention to undertake a capital raising. The Company is seeking to raise approximately $7 million (before costs and expenses), by way of a fully underwritten pro rata entitlement issue of 101,329,954 New Shares at 7 cents each to existing and eligible Shareholders with an offer ratio of 2 New Shares for every 5 Shares held on the record date (together with 1 attaching option for every 2 New Shares acquired) (Entitlement Offer).

The Entitlement Offer will be extended to those Shareholders with registered addresses in Australia, New Zealand and the United Kingdom. Holders of Depositary Interests in the United Kingdom will also be able to participate via Computershare Investor Services PLC (as depositary).

The funds raised through the Entitlement Offer will be utilised by the Company to drill an offset well into the Cambay-76H stimulated rock volume and to conduct a production test to assess the commerciality of the Cambay Y Zone tight reservoir and for general working capital purposes. 

The Entitlement Offer is fully underwritten by Patersons Securities Limited ACN 008 896 391 (Underwriter), pursuant to an underwriting agreement between the Underwriter and Oilex dated 6 August 2012 (Underwriting Agreement). In consideration for the services to be provided by the Underwriter, the Company has agreed, upon the successful completion of the Entitlement Offer, to (among other things):

(1) pay a management fee of 1.5% of the total amount raised and an underwriting fee of 4.5% of the total amount underwritten by the Underwriter; and

(2) grant 101,329,954 Options to the Underwriter (Underwriter Options), subject to shareholder approval.

The Underwriter will also receive a corporate advisory fee of $60,000.

The Underwriting Agreement allows the Underwriter to appoint sub-underwriters at its sole discretion. Accordingly, the Underwriter has sought sub-underwriting commitments for the Entitlement Offer. The Underwriter will pay all sub-underwriting fees and selling fees to third parties out of its fees. The Underwriter will also allocate up to 101,329,954 Options to sub-underwriters out of the Underwriter Options.

All Underwriter Options issued under the Entitlement Offer will be issued at an exercise price of 15 cents per Option, will have an expiry date of 7 September 2015 and will be quoted on ASX, but not quoted on AIM. The full terms and conditions of the options are set out in Schedule 1 to this Explanatory Memorandum.

The issue of the Underwriter Options will not fall within the Company's 15% placement capacity and are subject to Shareholder approval.

Should these out of the money Options be exercised on or before their expiry date, the Company would receive additional funds of approximately $15,199,493.

The Company is seeking to have shareholders approve the issue of the Underwriter Options (Resolution 1).

The Entitlement Offer is not conditional on shareholder approval for Resolution 1. If shareholder approval is not obtained for Resolution 1, the Company must pay the Underwriter and sub-underwriters an underwriting fee (sub-underwriting fee) in accordance with the Underwriting Agreement (and sub-underwriting agreements), being a cash fee of $1,013,299.54 calculated at 1 cent per Option. Shareholders should note that if the Company is required to pay this fee, the Company may have to investigate further capital raising options to satisfy its working capital requirements.

Resolution 1 - Grant of Underwriter Options to Patersons Securities Limited

Resolution 1 seeks Shareholder approval for the grant of the Underwriter Options to the Underwriter (Patersons Securities Limited), or its nominee, in part consideration for underwriting the Entitlement Offer in accordance with the Underwriting Agreement.

The Underwriter is not a Related Party of the Company.

Listing Rule 7.1

A listed company may not issue securities in any 12 month period which, when aggregated with the number of other securities issued within that 12 month period, exceed 15% of the number of ordinary shares on issue at the beginning of the 12 month period, unless the issue falls within one of the nominated exceptions or the prior approval of members of the company in general meeting is obtained.

The grant of up to 101,329,954 Underwriter Options, as contemplated under Resolution 1, will exceed the 15% threshold set out in Listing Rule 7.1 and accordingly, the Company requires Shareholder approval for the purposes of this Listing Rule.

Listing Rule 7.3

Listing Rule 7.3 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to Listing Rule 7.1:

(1) the maximum number of securities to be granted by the Company under Resolution 1 is 101,329,954 Options;

(2) the Underwriter Options will be granted as soon as practicable after the Meeting, but in any event no later than 3 months after the date of the Meeting and it is anticipated that they will be granted on one date rather than on a progressive basis;

(3) the Underwriter Options will be granted for nil cash consideration, at an exercise price of 15 cents per Option and have an expiry date of 7 September 2015;

(4) the Underwriter Options will be granted to the Underwriter (or its nominees) and sub-underwriters(mostly clients of Patersons Securities Limited), none of which are a Related Party of the Company;

(5) the Underwriter Options will be granted on the terms and conditions set out in Schedule 1; and

(6) no funds will be raised from the Underwriter Options.

The effect of Resolution 1 will be to allow the Company to issue the Underwriter Options during the period of 3 months after this meeting without using the Company's 15% placement capacity.

DEFINITIONS

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

"A$" means Australian dollars.

"Associates" has the meaning given to that term in section 11 and sections 13 to 17 of the Corporations Act.

"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.

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

"Constitution" means the constitution of the Company.

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

"Depositary" means Computershare Investor Services PLC.

"Depositary Interest" means the depositary interests issued by the Depositary on the terms and conditions of a deed dated 1 February 2006, executed by Computershare Investor Services PLC, representing Shares and which are quoted on the AIM Market of the London Stock Exchange.

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

"Entitlement Offer" has the meaning given on page 4 of this document.

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

"Listing Rules" means the listing rules of ASX.

"Meeting" means the general meeting of Shareholders to be held on 7 September 2012 at 9.00 am WST.

"Notice of Meeting" means the notice of general meeting accompanying this Explanatory Memorandum.

"Option" means an option to acquire a Share.

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

"Related Party" has the meaning given in section 228 of the Corporations Act.

"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 Shares.

"Underwriter" has the meaning given on page 4 of this document.

"Underwriting Agreement" has the meaning given on page 4 of this document.

"Underwriter Options" has the meaning given on page 4 of this document.

"WST"means Western Standard Time.

Schedule 1 Option Terms and Conditions

oilex ltd

ABN 50 078 632

TERMS & CONDITIONS OF $0.15 - 7 SEPTEMBER 2015 OPTIONS