ADX ENERGY LTD — AGM Information 2009

Sep 22, 2009

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NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT

AND PROXY FORM

Annual General Meeting of AuDAX Resources Ltd

to be held in the Board Room at The Park Business Centre 45 Ventnor Avenue West Perth

Tuesday 20 October 2009 commencing at 10.00am (Perth time).

AuDAX Resources Ltd ABN 50 009 058 646 First Floor 610 Murray Street West Perth WA 6005 Phone: 08 9226 2822 Fax: 08 9226 5333 Email: audax@iinet.com.au

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of AuDAX Resources Ltd will be held in the Boardroom at The Park Business Centre 45 Ventnor Avenue West Perth on Tuesday 20 October 2009 at 10.00am (WST).

AGENDA

ORDINARY BUSINESS

1. Financial Reports

To receive and consider the Financial Statements of the Company for the year ended 30 June 2009 and the Report of the Directors and Auditors.

2. Resolution 1 - Adoption of Remuneration Report

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

“That, for the purposes of section 250R(2) of the Corporations Act 2001 and for all other purposes, the Remuneration Report contained in the 2008 Annual Report which accompanies this Notice be adopted by shareholders.”

Note: In accordance with section 250R(3) of the Corporations Act 2001, this resolution is advisory only and does not bind the Directors of the Company.

3. Resolution 2 - Re-election of Mr Paul Fink as a Director

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

“That Mr Paul Fink, who retires by rotation in accordance with the Constitution of the Company, and being eligible, offers himself for re-election, is hereby re-appointed a Director of the Company”.

4. General

To transact any other business as may be brought before the meeting in accordance with the Constitution of the Company, the Corporations Act 2001, or otherwise.

BY ORDER OF THE BOARD

Gary J Roper Non-executive Chairman 4 September 2009

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AuDAX Resources Ltd ABN 50 009 058 646 First Floor 610 Murray Street West Perth WA 6005 Phone: 08 9226 2822 Fax: 08 9226 5333 Email: audax@iinet.com.au

EXPLANATORY STATEMENT

This Explanatory Statement and all attachments are important documents. They should be read carefully.

If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your stockbroker or other professional adviser.

Resolution 1 - Adoption of Remuneration Report

The Corporations Act requires that the directors put a resolution to shareholders each year to adopt the remuneration report set out in the Company’s Annual Report. The Annual Report is available on the Company’s website at www.audax.com.au.

The Remuneration Report:

• outlines the Board’s policy for determining the nature and amount of remuneration of Directors, the company secretary and senior managers of the Company;

• discusses the relationship between the Board’s remuneration policy and the Company’s performance;

• details and explains any performance condition applicable to the remuneration of a Director, secretary or senior manager;

• details the remuneration (including options) of each Director of the Company for the year (the Company has no executives other than the executive directors); and

• summarises the terms of any contract under which any Director or the company secretary is engaged, including the period of notice required to terminate the contract and any termination payments provided for under the contract.

The vote on the resolution is advisory only and does not bind the Directors or the Company. Nor does it affect the remuneration paid or payable to the Company’s Directors or the company secretary. The Company will not be required to alter any arrangements in the Remuneration Report should the resolution not be passed. However, the Board will take the outcome of the resolution into account when considering future remuneration policy.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

Resolution 2 - Re-election of Mr Paul Fink as a Director

Mr Paul Fink retires as a Director of the Board in accordance with the annual rotation provisions of the Company’s Constitution, and offers himself for re-election. Information on Mr Fink is contained in the 2009 Annual Report of the Company.

Recommendations

The Board believes that the resolutions to be proposed at the Company’s Annual General Meeting are in the best interests of the Company and (except where otherwise stated) unanimously recommends that shareholders vote in favour of each resolution.

Enquiries

Shareholders are invited to contact the Chairman, Mr Gary Roper, on (08) 9226 2822 if they have any queries in respect of the matters set out in these documents.

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AuDAX Resources Ltd ABN 50 009 058 646 First Floor 610 Murray Street West Perth WA 6005 Phone: 08 9226 2822 Fax: 08 9226 5333 Email: audax@iinet.com.au

NOTES

1. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than 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.

How to Vote

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

Proxies

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Annual General Meeting as soon as possible and either:

• Return the proxy form (by post or delivery) to AuDAX Resources Ltd, PO Box 913 West Perth 6872 or First Floor 610 Murray Street West Perth Western Australia 6005, or

• Send the proxy form by facsimile to the Company on 08 9226 5333 (international: +61 8 9226 5333) or to Computershare Investor Services on 08 9323 2033 (international +61 8 9323 2033).

To be effective, a completed proxy form must be received by no later than 10.00am (WST) on Friday 16 October 2009.

Where the proxy form is executed under power of attorney, the power of attorney must be lodged in like manner as the proxy.

Your proxy form is enclosed.

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AuDAX Resources Ltd ABN 50 009 058 646 First Floor 610 Murray Street West Perth WA 6005 Phone: 08 9226 2822 Fax: 08 9226 5333 Email: audax@iinet.com.au

Instructions for Completing ‘Appointment of Proxy’ Form

1. A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.

1. Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

   • 2 directors of the company;

   • a director and a company secretary of the company; or

   • for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

1. Completion of a Proxy Form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting.

2. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

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AuDAX Resources Ltd ABN 50 009 058 646 First Floor 610 Murray Street West Perth WA 6005 Phone: 08 9226 2822 Fax: 08 9226 5333 Email: audax@iinet.com.au

A N N U A L G E N E R A L M E E T I N G P R O X Y F O R M

APPOINTMENT OF PROXY

I/We being a Member of AuDAX Resources Ltd entitled to attend and vote at the Meeting, hereby Appoint Name of proxy/proxies

If two proxies are being appointed, the proportion of voting rights this proxy represents is:

%

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the Annual General Meeting to be held in The Boardroom at the Park Business Centre 45 Ventnor Ave West Perth Western Australia on Tuesday 20 October 2009 at 10:00 am (WST) and at any adjournment thereof.

Voting on Business of the Annual General Meeting

			FOR	FOR	FOR	AGAINST	AGAINST	AGAINST	ABSTAIN	ABSTAIN	ABSTAIN
Resolution	1	Adoption of Remuneration Report
Resolution	2	Re-election of Mr Paul Fink as a Director

IMPORTANT FOR ALL RESOLUTIONS

If the Chairman of the meeting is your proxy and you have not directed your proxy how to vote, please place a mark in this box. By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of the interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the meeting will not cast your vote and your vote will not be counted in computing the required majority if a poll is called on these items. The Chairman intends to vote undirected proxies in favour of all of the resolutions.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

Signed this day of 2009

By:

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----- Start of picture text ----- Individuals and joint holders Companies (affix common seal if appropriate)Signature DirectorSignature Director/Company SecretarySignature Sole Director and Sole Company Secretary----- End of picture text -----

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