OEX.L Regulatory News (OEX)

12 February 2018

ASX: OEX

AIM: OEX

Oilex Ltd (the Company) advises that a General Meeting of Shareholders will be held at The Celtic Club, First Floor, 48 Ord Street, West Perth, Western Australia on Wedensday 14 March 2018 at 10.00am.

Attached is a copy of the Notice of General meeting, including the Explanatory Memorandum, dispatched to shareholders today.

For and on behalf of Oilex Ltd

Mark Bolton

Chief Financial Officer and Company Secretary

For further information, please contact:

OILEX LTD

ABN 50 078 652 632

Notice of General Meeting

Wednesday, 14 March 2018

at 10:00am (AWST)

at

The Celtic Club

First Floor, 48 Ord Street, West Perth

Western Australia

NOTICE IS HEREBY GIVEN that a General Meeting of Shareholders of Oilex Ltd ABN 50 078 652 632 (Company) will be held at The Celtic Club, First Floor, 48 Ord Street, West Perth, Western Australia on Wednesday, 14 March 2018 at 10:00am (AWST), to conduct the business set out below (Meeting).

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

Capitalised terms used but not defined in this Notice of Meeting or the Explanatory Memorandum have the meanings given to those terms in the Glossary to the Explanatory Memorandum.

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth) and Article 5.3(d)(iii) of the Constitution of the Company, 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 4:00pm (AWST) on Monday, 12 March 2018. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the Meeting.

To vote in person, you must attend the Meeting at the time, date and place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out in the Proxy Form.

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

A Shareholder 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 Shareholder appoints 2 proxies and does not specify the proportion or number of the Shareholder's votes, each proxy may exercise half of the Shareholder's rights and the Company will disregard any fractional entitlement to vote.

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:

1. deposited at the Company's share registry, Link Market Services Limited, 1A Homebush Bay Drive, Rhodes, New South Wales, 2138, Australia;

2. sent by facsimile to the Company's share registry at fax number +61 (02) 9287 0309;

3. sent by mail to the Company's share registry at the following address: Oilex Ltd, C/- Link Market Services Limited, Locked Bag A14, Sydney South, New South Wales, 1235, Australia; or

4. lodged online with the Company's share registry by visiting www.linkmarketservices.com.au. Select 'Investor Login'. Refer to "Single Holding" and enter Oilex Ltd or the ASX code (OEX) in the Issuer name field, your Security Reference Number (SRN) or Holder Identification Number (HIN) (which is shown on the front of your Proxy Form), postcode and security code which is shown on the screen and click 'Login'. Select 'Vote' under the 'Action' header and then follow the prompts. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website,

by 10:00am (AWST) on Monday, 12 March 2018 (or, in the case of any adjournment of the Meeting, by no later than 48 hours before the time of the adjourned meeting), at which the person named in the instrument proposes to vote.

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.

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 Meeting. The appointment must comply with section 250D of the Corporations Act. The representative should bring evidence of their appointment to the Meeting, including authority under which their appointment is signed, unless previously given to the Company.

Shareholders and their proxies should be aware that:

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

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

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:

1. the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);

2. 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;

3. 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 (i.e. as directed); and

4. 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 (i.e. as directed).

If a proxy is also a Shareholder, section 250BB(1) does not affect the way that the person can cast any votes that it holds as a Shareholder.

Transfer of non-chair proxy to Chair in certain circumstances

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

1. an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's Shareholders;

2. the appointed proxy is not the chair of the meeting;

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

4. either of the following applies:

a. the proxy is not recorded as attending the meeting; or

b. 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.

CREST - Depositary Interests  

Holders of Depositary Interests (DI Holders) are invited to attend the Meeting but are not entitled to vote at the Meeting. For their votes to be counted, DI Holders must either:

1. submit a CREST Voting Instruction (as defined below) to the Company's agent in accordance with the instructions below; or

2. complete, sign and return the enclosed Form of Instruction to the Depositary,

by 4pm GMT on Thursday, 8 March 2018 DI Holders who are CREST members and who wish to issue an instruction through the CREST electronic voting appointment service may do so by using the procedures described in the CREST Manual (available from https://my.euroclear.com/euilegal.html). CREST personal members or other CREST sponsored members, and those CREST members who have appointed one or more voting service providers, should refer to their CREST sponsor or voting services provider(s), who will be able to take the appropriate action on their behalf.

In order for instructions made using the CREST service to be valid, the appropriate CREST message (a CREST Voting Instruction) must be properly authenticated in accordance with the specifications of Euroclear UK & Ireland Limited (EUI) and must contain the information required for such instructions, as described in the CREST Manual.

The message, regardless of whether it relates to the CREST Voting Instruction or to an amendment to the instruction given to the UK Depositary must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) no later than 4pm GMT on Thursday, 8 March 2018. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the issuer's agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions. It is the responsibility of each CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed one or more voting service providers, to procure that the CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST service by any particular time. In this regard, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Voting Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Resolution 1 - Approval of conditional issue of Shares to raise up to A$1,746,200

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

"That, for the purposes of ASX Listing Rule 7.1, and for all other purposes, Shareholder approval is given for the Company to raise up to A$1,746,200 by issuing up to 349,240,000 Shares at a price of A$0.005 per Share on the terms and conditions set out in the Explanatory Memorandum"

Voting Exclusion

The Company will disregard any votes cast in favour of the Ordinary Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of Shares in the Company) and any Associates of such persons. However, the Company need 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 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.

Resolution 2 - Ratification of prior issue of Shares raising A$600,000

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

"That, pursuant to and in accordance with ASX Listing Rule 7.4, and for all other purposes, Shareholders ratify the issue of 157,894,737 Shares at an issue price of $A0.0038 raising A$600,000 on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of the Ordinary Resolution by or on behalf of a person who participated in the issue and any Associates of those persons. However, the Company need not disregard a vote if:

(c) 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

(d) 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.

By order of the Board

Mark BoltonCompany Secretary

7 February 2018

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting.

The purpose of this Explanatory Memorandum is to provide information which the Board believes to be material to Shareholders in deciding whether or not to pass the Ordinary Resolutions set out in the Notice of Meeting.

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

Capitalised terms used in this Explanatory Memorandum but not defined in this Explanatory Memorandum or the Notice of Meeting have the meanings given to those terms in the Glossary to this Explanatory Memorandum.

The Company is currently undertaking a conditional placement to secure funding of up to A$2,346,200 before expenses through the issue of up to 507,134,737 Shares (Placement).

The Placement is being undertaken in two tranches:

(a) the first tranche of 157,894,737 Shares at an issue price of $A0.0038 per Share to raise up to A$600,000 (Tranche 1 Placement Shares); and

(b) the second tranche of up to 349,240,000 Shares at an issue price of A$0.005 per Share to raise up to A$1,746,200 (Tranche 2 Placement Shares).

The issue and allotment of the Tranche 1 Placement Shares occurred on 29 January 2018 under the Company's 15% placement facility under ASX Listing Rule 7.1.

The issue of the Tranche 2 Placement Shares is conditional upon Shareholder approval and the successful extension of the Cambay PSC by the Government of India for a further ten years on or before 31 March 2018 or such later date agreed by the Company and the investors.

Resolution 1 seeks Shareholder approval of the conditional issue of the Tranche 2 Placement Shares pursuant to ASX Listing Rule 7.1.

Resolution 2 seeks Shareholder ratification of the prior issue of the Tranche 1 Placement Shares pursuant to ASX Listing Rule 7.4.

ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not, without the approval of Shareholders (and subject to a number of exceptions, including issues within a company's 10% placement facility under ASX Listing Rules 7.1A), issue or agree to issue securities in excess of its 15% placement facility under ASX Listing Rule 7.1. The proposed issue of the Tranche 2 Placement Shares exceeds the Company's 15% placement facility and therefore requires Shareholder approval.

Resolution 1 is an Ordinary Resolution.

Specific information required by ASX Listing Rule 7.3

In accordance with ASX Listing Rule 7.3, the following information is provided in relation to the proposed conditional issue of the Tranche 2 Placement Shares:

(a) The maximum number of Tranche 2 Placement Shares is 349,240,000.

(b) The Tranche 2 Placement Shares will be issued no later than three months after the date of the Meeting (or such later date permitted by an ASX waiver of the ASX Listing Rules).

(c) The issue price of the Tranche 2 Placement Shares will be A$0.005 per Share.

(d) The Tranche 2 Placement Shares will be issued to the same professional and sophisticated investors to whom the Tranche 1 Placement Shares (as defined below) were issued. None of the subscribers are related parties or associates of the Company.

(e) The Tranche 2 Placement Shares will be fully-paid ordinary shares issued on the same terms and conditions as the Company's existing Shares.

(f) Funds raised from the conditional issue of the Tranche 2 Placement Shares are intended to primarily be applied to initiate the delivery of a targeted 2018 work programme within the Cambay PSC (which includes two vertical wells) and on-going working capital requirements.

(g) The Company intends to issue the Tranche 2 Placement Shares on one date, but reserves the right to issue the Tranche 2 Placement Shares progressively.

(h) A voting exclusion statement for Resolution 1 is included in the Notice of Meeting.

The Board unanimously recommends that Shareholders vote in favour of Resolution 1.

The Chair intends to exercise all undirected proxies in favour of Resolution 1.

ASX Listing Rule 7.4

ASX Listing Rule 7.4 provides that, where a company in a general meeting ratifies previous issues of securities made pursuant to ASX Listing Rules 7.1 and/or 7.1A, and provided that the issue did not breach ASX Listing Rule 7.1, the issue of those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1. The Company obtained this Shareholder approval at its annual general meeting held on 29 November 2017.

The effect of Shareholders passing Resolution 2 and ratifying the issue of the Tranche 1 Placement Shares will be to replenish the Company's 15% placement capacity under ASX Listing Rule 7.1.

Resolution 2 is an Ordinary Resolution.

Specific information required by ASX Listing Rule 7.5

In accordance with ASX Listing Rule 7.5, the following information is provided in relation to the issue of the Tranche 2 Placing Shares:

(a) 157,894,737 Tranche 1 Placement Shares were issued.

(b) The Tranche 1 Placement Shares were issued at a price of $A0.0038.

(c) The Tranche 1 Placement Shares are all fully-paid ordinary shares issued on the same terms and conditions as the Company's existing Shares.

(d) The Tranche 1 Placement Shares were issued to professional and sophisticated investors. None of the subscribers are related parties or associates of the Company.

(e) Funds raised from the issue of the Tranche 1 Placement Shares are intended to primarily be applied to initiate the delivery of a targeted 2018 work programme within the Cambay PSC (which includes two vertical wells) and on-going working capital requirements.

(f) A voting exclusion statement for Resolution 2 is included in the Notice of Meeting.

The Board unanimously recommends that Shareholders vote in favour of Resolution 2.

The Chair intends to exercise all undirected proxies in favour of Resolution 2.

Glossary

In the Notice and this Explanatory Memorandum:

A$ means Australian dollars.

Associate has the meaning given in the ASX Listing Rules.

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.

ASX Listing Rules means the official listing rules of ASX.

AWST means Australian Western Standard Time, being the time in Perth, Western Australia.

Board means the board of Directors of the Company.

Cambay PSC means the hydrocarbons production sharing contract between the Company and the Government of India in respect of fields in the Cambay Basin in the State of Gujarat, India.

Chair means the person appointed in accordance with Article 5.7 of the Constitution of the Company to chair the Meeting of the Company convened by the Notice.

Company means Oilex Ltd ABN 50 078 652 632.

Corporations Act means the Corporations Act 2001 (Cth).

CREST means the computerised settlement system (as defined in the Uncertificated Securities Regulations 2001) in the United Kingdom operated by Euroclear UK & Ireland Limited which facilitates the transfer of title to shares in uncertificated form.

CREST Manual means the manual relating to CREST issued by Euroclear UK & Ireland Limited.

CREST Voting Instruction means a message which is sent using CREST.

Depositary Interest means an interest representing a Share, as issued by the UK Depositary and which enables the holder to hold and settle transfers of Shares in CREST.

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

Explanatory Memorandum means this explanatory memorandum accompanying the Notice of Meeting.

GMT means Greenwich Mean Time.

Meeting means the general meeting of the Company convened under the Notice of Meeting.

Notice of Meeting or Notice means this notice of general meeting.

Ordinary Resolution means a resolution passed by more than 50% of the votes cast by Shareholders entitled to vote on the resolution.

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

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. 

UK Depositary means Computershare Investor Services Plc.