ADX ENERGY LTD - AGM Information 2011

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NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT

AND PROXY FORM

ANNUAL GENERAL MEETING OF ADX ENERGY LTD

TO BE HELD IN THE SUTHERLAND ROOM AT CITY WEST RECEPTION CENTRE 45 PLAISTOWE MEWS WEST PERTH, WESTERN AUSTRALIA

THURSDAY 10 NOVEMBER 2011 COMMENCING AT 10.30AM (WST)

ADX Energy Ltd ABN 50 009 058 646

Suite 6, Level 2, 11 Ventnor Ave West Perth WA 6005 Phone: 08 9226 2822 Fax: 08 9226 5333 Email: [email protected]

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of ADX Energy Ltd will be held in the Sutherland Room at City West Reception Centre 45 Plaistowe Mews West Perth, Western Australia on Thursday 10 November 2011 at 10.30am (WST)

AGENDA

ORDINARY BUSINESS

1. Financial Reports

To receive and consider the Financial Statements of the Company for the year ended 30 June 2011 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 a non-binding 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 2011 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.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any 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 described above may vote on this Resolution if:

(c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
(d) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

3. Resolution 2 – Re-election of Mr Andrew Childs as a Director

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

That Mr Andrew Childs, 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. Resolution 3 – Approval of Future Issue of Shares

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, the directors of the Company be authorised to issue up to 45,000,000 fully paid ordinary shares in the capital of the Company on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Short Explanation : Under the ASX Listing Rules, the Company may seek shareholder approval prior to a share issue to allow it the flexibility to make future issues of securities up to the threshold of 15% of its total ordinary securities in any twelve month period. Please refer to the Explanatory Statement for further details.

Voting Exclusion : The Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue 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 entity 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, if 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 4 – Ratification of the Issue of Shares – December 2010 Capital Raising

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 10,267,182 fully paid ordinary shares in the capital of the Company on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Short Explanation : An equity issue can be ratified by shareholders in accordance with the ASX Listing Rules. This allows the Company the flexibility to make future issues of securities up to the threshold of 15% of its total ordinary securities in any twelve month period without shareholder approval.

Voting Exclusion : The Company will disregard any votes cast on this resolution by any person who participated in the issue of securities and any associates of those persons. However, 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.

6. Resolution 5 – Ratification of the Issue of Shares – Buy back of 20% interest in Lambouka Prospect Area

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 11,172,535 fully paid ordinary shares in the capital of the Company on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

7. Resolution 6 – Ratification of the Issue of Shares – Buy back of 10% interest in Lambouka Prospect Area

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify the issue of 1,000,000 fully paid ordinary shares in the capital of the Company on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

8. Resolution 7 – Replacement of Constitution

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

“That, for the purpose of Section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new constitution in its place in the form as signed by the chairman of the Meeting for identification purposes.”

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

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Ian Tchacos Chairman 3 October 2011

ADX Energy Ltd ABN 50 009 058 646 Suite 6, Level 2, 11 Ventnor Ave West Perth WA 6005 Phone: 08 9226 2822 Fax: 08 9226 5333 Email: [email protected]

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.

1. Financial Reports

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2011 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at http://adxenergy.com.au/.

2. Resolution 1 – Adoption of Remuneration Report

General

The Corporations Act requires that at a listed company’s annual general meeting the Directors put a resolution to shareholders that the remuneration report is adopted.

The Remuneration Report is set out in the Company’s Annual Report which:

outlines the Board’s policy for determining the nature and amount of remuneration of Directors, the company secretary and senior managers of the Company; and
discusses the relationship between the Board’s remuneration policy and the Company’s performance; and
details and explains any performance condition applicable to the remuneration of a Director, secretary or senior manager; and
details the remuneration (including options) of each Director and senior Executive of the Company for the year; 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.

Under recent changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company's 2012 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting ( Spill Meeting ) within 90 days of the Company's 2012 annual general meeting. All of the Directors who were in office when the Company's 2012 Directors' report 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 is approved will be the Directors of the Company.

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

Proxy Restrictions

Pursuant to the Corporations Act, if you elect to appoint the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or any Closely Related Party of that member as your proxy to vote on this Resolution 1, you must direct the proxy how they are to vote. Where you do not direct the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or Closely Related Party of that member on how to vote on this Resolution 1, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution 1.

Definitions

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) 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 ).

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 2011.

3. Resolution 2 – Re-election of Mr Andrew Childs as a Director

Mr Andrew Childs 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 Childs is contained in the 2011 Annual Report of the Company.

4. Resolution 3 – Approval of Future Issue of Shares

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions issue, or agree to issue, more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

To provide the Company with the flexibility to make future issues of securities during the next 12 months, Resolution 3 seeks shareholder approval to the issue of up to a maximum of 45,000,000 fully paid ordinary shares. As has been previously announced, the Company is in the process of evaluating a number of investment opportunities.

The effect of Resolution 3 will be to allow the Directors to issue up to 45,000,000 fully paid ordinary shares during the period of 3 months after the Annual General Meeting, without using the Company’s 15% annual placement capacity.

In compliance with the information requirements of ASX Listing Rule 7.3:

(a) the maximum number of securities to be issued is 45,000,000 fully paid ordinary shares in the capital of the Company;
(b) the Shares will be issued at a price of at least 85% of the average market price of the Company’s shares as traded on the ASX over the five (5) day period on which sales in the Company’s securities were recorded preceding the date of the issue of those shares;
(c) the shares will be issued no later than 3 months after the date of the Meeting. The date of allotment is not known at this stage but it is anticipated that allotment will occur progressively;
(d) the shares when issued will rank equally with the Company’s existing shares;
(e) the allottees will be professional and sophisticated investors and clients of Australian Financial Service License holders and will not be related parties of the company, and
(f) the Company intends to use the funds raised for exploration activities in Tunisia and Romania, for acquisition opportunities and working capital requirements.

5. Resolution 4 – Ratification of the Issue of Shares – December 2010 Capital Raising

A summary of ASX Listing Rule 7.1 is set out in Section 4 above.

ASX Listing Rule 7.4 provides that where shareholders approve a previous issue of securities made without approval under ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1), those securities shall be treated as having been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

On 17 December 2010, the Company announced the completion of a Placement of 60,267,182 fully paid ordinary shares (“shares”) in the Company at an issue price of 8.3 cents each to institutional and sophisticated investors managed by Paterson’s Securities Limited.

Approval was given by shareholders at the Annual General Meeting on 15 November 2010 for the issue of 50,000,000 shares. The balance of 10,267,182 shares were issued out of the Company’s 15% annual placement capacity.

Resolution 4 seeks shareholder approval pursuant to ASX Listing Rule 7.4 for the approval of the balance of shares for which shareholder approval has not previously been obtained in order to provide the Company with the maximum flexibility to undertake equity raisings in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the need for prior shareholder approval. The requirement to obtain shareholder approval for a future equity issue, at the time of issue, could limit the Company's ability to take advantage of opportunities that may arise.

It should be noted that, notwithstanding approval by shareholders of Resolution 4, any other future equity raisings (other than those to which approval is given at the Meeting) will remain subject to the 15% annual limit set out in ASX Listing Rule 7.1.

In compliance with the information requirements of ASX Listing Rule 7.5:

(a) 10,267,182 shares were allotted;
(b) the issue price was 8.3 cents per share;

(c) the shares were issued to institutional and sophisticated investors managed by Paterson’s Securities Limited. None of these subscribers are related parties of the Company;
(d) the shares were issued as fully paid, and rank equally with the existing Shares;
(e) the funds raised from the issue were, and will be, used for exploration and appraisal work programs in Tunisia and Romania, including costs relating to the completed Lambouka well in Tunisia, project acquisition opportunities and working capital.

6. Resolution 5 – Ratification of the Issue of Shares – Buy back of 20% interest in Lambouka Prospect Area

A summary of ASX Listing Rule 7.1 is set out in Section 4 above and a summary of ASX Listing Rule 7.4 is set out in Section 5 above.

On 12 August 2011, the Company announced it had entered into a sale and purchase agreement to buy back a 20% interest in the Lambouka Prospect Area in the Kerkouane Permit from Carnavale Petroleum Pty Ltd (a subsidiary of ASX listed Carnavale Resources Limited ( CAV )) and to cancel the option of CAV to purchase an interest in that part of the Lambouka Prospect that extends into Italian waters ( Carnavale Transaction ).

On 23 September 2011, the Company issued 11,172,535 shares as part of the consideration in the Carnavale Transaction.

Resolution 5 seeks shareholder approval pursuant to ASX Listing Rule 7.4 for the approval of these shares to provide the Company with the maximum flexibility to undertake equity raisings in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the need for prior shareholder approval. The requirement to obtain shareholder approval for a future equity issue, at the time of issue, could limit the Company's ability to take advantage of opportunities that may arise.

It should be noted that, notwithstanding approval by shareholders of Resolution 5, any other future equity raisings (other than those to which approval is given at the Meeting) will remain subject to the 15% annual limit set out in ASX Listing Rule 7.1.

In compliance with the information requirements of ASX Listing Rule 7.5:

(a) 11,172,535 shares were allotted;
(b) the Shares were issued for nil cash consideration in satisfaction of the terms of the Carnavale Transaction;
(c) the shares were issued to Carnavale Petroleum Pty Ltd, who is not a related party of the Company;
(d) the shares were issued as fully paid, and rank equally with the existing Shares, other than in respect of voluntary escrow applying to 2,000,000 shares for 4 months from the date of issue, a further 2,000,000 shares for 5 months from the date of issue, a further 2,000,000 shares for 6 months from the date of issue, a further 1,000,000 shares for 7 months from the date of issue and a further 1,000,000 shares for 8 months from the date of issue;
(e) no funds were raised from this issue as the shares were issued as part of the consideration in the Carnavale Transaction.

7. Resolution 6 – Ratification of the Issue of Shares – Buy back of 10% interest in Lambouka Prospect Area

A summary of ASX Listing Rule 7.1 is set out in Section 4 above and a summary of ASX Listing Rule 7.4 is set out in Section 5 above.

On 9 September 2011, the Company announced it had entered into a sale and purchase agreement to buy back a 10% interest in the Lambouka Prospect Area in the Kerkouane Permit from A.C.N. 143 913 026 Pty Ltd (a subsidiary of ASX listed PharmAust Limited ( PAA )) and to cancel the option of PAA to purchase an interest in that part of the Lambouka Prospect that extends into Italian waters ( PharmAust Transaction ).

On 26 September 2011, the Company issued 1,000,000 shares being the consideration of the PharmAust Transaction.

Resolution 6 seeks shareholder approval pursuant to ASX Listing Rule 7.4 for the approval of these shares to provide the Company with the maximum flexibility to undertake equity raisings in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the need for prior shareholder approval. The requirement to obtain shareholder approval for a future equity issue, at the time of issue, could limit the Company's ability to take advantage of opportunities that may arise.

It should be noted that, notwithstanding approval by shareholders of Resolution 6, any other future equity raisings (other than those to which approval is given at the Meeting) will remain subject to the 15% annual limit set out in ASX Listing Rule 7.1.

In compliance with the information requirements of ASX Listing Rule 7.5:

(a) 1,000,000 shares were allotted;
(b) the Shares were issued for nil cash consideration in satisfaction of the terms of the PharmAust Transaction;
(c) the shares were issued to A.C.N. 143 913 026 Pty Ltd, who is not a related party of the Company;
(d) the shares were issued as fully paid, and rank equally with the existing Shares;
(e) no funds were raised from this issue as the shares were issued as the consideration in the PharmAust Transaction.

8. Resolution 7 – Replacement of Constitution

GENERAL

A company may modify or repeal its constitution or a provision of its constitution by special resolution of Shareholders.

Resolution 7 is a special resolution which will enable the Company to repeal its existing Constitution and adopt a new constitution ( Proposed Constitution ) which is of the type required for a listed public company limited by shares updated to ensure it reflects the current provisions of the Corporations Act and ASX Listing Rules.

This will incorporate amendments to the Corporations Act and ASX Listing Rules since the current Constitution was adopted in November 2000.

The Directors believe that it is preferable in the circumstances to replace the existing Constitution with the Proposed Constitution rather than to amend a multitude of specific provisions.

The Proposed Constitution is broadly consistent with the provisions of the existing Constitution. Many of the proposed changes are administrative or minor in nature including but not limited to:

updating the name of the Company;
updating references to bodies or legislation which have been renamed (e.g. SCH Business Rules); and

expressly providing for statutory rights by mirroring these rights in provisions of the Proposed Constitution.

The Directors believe these amendments are not material nor will they have any significant impact on Shareholders. It is not practicable to list all of the changes to the Constitution in detail in this Explanatory Statement, however, a summary of the proposed material changes is set out below.

A copy of the Proposed Constitution is available for review by Shareholders at the Company’s website http://adxenergy.com.au/ and at the office of the Company. A copy of the Proposed Constitution can also be sent to Shareholders upon request to the Company Secretary (+61 8 9226 2822). Shareholders are invited to contact the Company if they have any queries or concerns.

SUMMARY OF MATERIAL PROPOSED CHANGES

Fee for registration of off market transfers (new clause 8.4(c))

On 24 January 2011, ASX amended ASX Listing Rule 8.14 with the effect that the Company may now charge a “reasonable fee” for registering paper-based transfers, sometimes referred to as “off-market transfers”.

Clause 8.4 of the Proposed Constitution is being made to enable the Company to charge a reasonable fee when it is required to register off-market transfers from Shareholders. The fee is intended to represent the cost incurred by the Company in upgrading its fraud detection practices specific to off-market transfers.

Before charging any fee, the Company is required to notify ASX of the fee to be charged and provide sufficient information to enable ASX to assess the reasonableness of the proposed amount.

Dividends (new clause 21)

Section 254T of the Corporations Act was amended effective 28 June 2010.

There is now a three-tiered test that a company will need to satisfy before paying a dividend replacing the previous test that dividends may only be paid out of profits.

The amended requirements provide that a company must not a pay a dividend unless:

(a) the company’s assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend;
(b) the payment of the dividend is fair and reasonable to the company’s shareholders as a whole; and
(c) the payment of the dividend does not materially prejudice the company’s ability to pay its creditors.

The existing Constitution reflects the former profits test and restricts the dividends to be paid only out of the profits of the Company. The Proposed Constitution is updated to reflect the new requirements of the Corporations Act. The Directors consider it appropriate to update the Constitution for this amendment to allow more flexibility in the payment of dividends in the future should the Company be in a position to pay dividends.

Partial (proportional) takeover provisions (new clause 35)

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder’s shares.

Pursuant to Section 648G of the Corporations Act, the Company has included in the Proposed Constitution a provision whereby a proportional takeover bid for Shares may only proceed after the bid has been approved

by a meeting of Shareholders held in accordance with the terms set out in the Corporations Act.

This clause of the Proposed Constitution will cease to have effect on the third anniversary of the date of the adoption of last renewal of the clause.

Information required by Section 648G of the Corporations Act

Effect of proposed proportional takeover provisions

Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a resolution to approve the proportional off-market bid is passed.

Reasons for proportional takeover provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

As at the date of this Notice of Meeting, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

Potential advantages and disadvantages of proportional takeover provisions

The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover provisions for Shareholders include:

(a) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;
(b) assisting in preventing Shareholders from being locked in as a minority;
(c) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and
(d) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages of the proportional takeover provisions for Shareholders include:

(a) proportional takeover bids may be discouraged;
(b) lost opportunity to sell a portion of their Shares at a premium; and
(c) the likelihood of a proportional takeover bid succeeding may be reduced.

Recommendation of the Board

The Directors do not believe the potential disadvantages outweigh the potential advantages of adopting the proportional takeover provisions and as a result consider that the proportional takeover provision in the Proposed Constitution is in the interest of Shareholders and unanimously recommend that Shareholders vote in favour of Resolution 7.

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 Ian Tchacos, on (08) 9226 2822 if they have any queries in respect of the matters set out in these documents.

ADX Energy Ltd ABN 50 009 058 646 Suite 6, Level 2, 11 Ventnor Ave West Perth WA 6005 Phone: 08 9226 2822 Fax: 08 9226 5333 Email: [email protected]

How to Vote

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

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 4.00pm (WST) (7.00pm Sydney time) on 8 November 2011.

Voting in Person

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

Voting by Proxy

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 ADX Energy Ltd PO Box 913 West Perth WA 6872 or Suite 6 Level 2, 11 Ventnor Ave West Perth WA 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 10.30am (WST) on 8 November 2011.

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.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes 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.

Further details on these changes is set out below.

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 (i.e. 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 (i.e. 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 (i.e. as directed).

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:
the proxy is not recorded as attending the meeting;
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.

ADX Energy Ltd ABN 50 009 058 646 Suite 6, Level 2, 11 Ventnor Ave West Perth WA 6005 Phone: 08 9226 2822 Fax: 08 9226 5333 Email: [email protected]

Instructions for Completing ‘Appointment of Proxy’ Form

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. The appointment of a second proxy must be done on a separate copy of the Proxy Form. 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.
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.

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.
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.

ADX Energy Ltd ABN 50 009 058 646 Suite 6, Level 2, 11 Ventnor Ave West Perth WA 6005 Phone: 08 9226 2822 Fax: 08 9226 5333 Email: [email protected]

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 ADX Energy Ltd entitled to attend and vote at the Meeting, hereby Appoint Name of proxy

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 Sutherland Room City West Reception Centre 45 Plaistowe Mews West Perth Western Australia 6005 on Thursday 10 November 2011 at 10:30 am (WST) and at any adjournment thereof.

Important for Resolution 1 : If the Chair of the Meeting or any member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report or a Closely Related Party of that member is your proxy and you have not directed the proxy to vote on Resolution 1, the proxy will be prevented from casting your votes on Resolution 1. If the Chair, another member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report or Closely Related Party of that member is your proxy, in order for your votes to be counted on Resolution 1, you must direct your proxy how to vote on Resolution 1.

If no directions are given, the Chair will vote in favour of all the Resolutions in which the Chair is entitled to vote undirected proxies.

Voting on Business of the Annual General Meeting

			FOR	AGAINST	ABSTAIN
Resolution	1	Adoption of Remuneration Report			
Resolution	2	Re-election of Mr Andrew Childs as a Director			
Resolution	3	Approval of Future Issue of Shares			
Resolution	4	Ratify the Issue of Shares – December 2010 Capital Raising			
Resolution	5	Ratify the Issue of Shares – Buy back of 20% interest in			
		Lambouka Prospect Area
Resolution	6	Ratify the Issue of Shares – Buy back of 10% interest in			
		Lambouka Prospect Area
Resolution	7	Replacement of Constitution			

Please note : 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 2011

By:

By:	By:	By:
Individuals and joint holders Companies (affix common seal if appropriate)
Signature		Director

Signature		Director/Company Secretary
Signature Sole Director and Sole Company Secretary
Signature		Sole Director and Sole Company Secretary

AI assistant

ADX ENERGY LTD — AGM Information 2011

64308_rns_2011-10-09_b242824d-4868-4ba6-aa0c-d0d29a3d899a.pdf

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT

AND PROXY FORM

ANNUAL GENERAL MEETING OF ADX ENERGY LTD

TO BE HELD IN THE SUTHERLAND ROOM AT CITY WEST RECEPTION CENTRE 45 PLAISTOWE MEWS WEST PERTH, WESTERN AUSTRALIA

ADX Energy Ltd ABN 50 009 058 646

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

ORDINARY BUSINESS

1. Financial Reports

2. Resolution 1 – Adoption of Remuneration Report

Voting Prohibition Statement:

3. Resolution 2 – Re-election of Mr Andrew Childs as a Director

4. Resolution 3 – Approval of Future Issue of Shares

5. Resolution 4 – Ratification of the Issue of Shares – December 2010 Capital Raising

6. Resolution 5 – Ratification of the Issue of Shares – Buy back of 20% interest in Lambouka Prospect Area

7. Resolution 6 – Ratification of the Issue of Shares – Buy back of 10% interest in Lambouka Prospect Area

8. Resolution 7 – Replacement of Constitution

General

BY ORDER OF THE BOARD

ADX Energy Ltd ABN 50 009 058 646 Suite 6, Level 2, 11 Ventnor Ave West Perth WA 6005 Phone: 08 9226 2822 Fax: 08 9226 5333 Email: [email protected]

EXPLANATORY STATEMENT

1. Financial Reports

2. Resolution 1 – Adoption of Remuneration Report

General

Proxy Restrictions

Definitions

3. Resolution 2 – Re-election of Mr Andrew Childs as a Director

4. Resolution 3 – Approval of Future Issue of Shares

GENERAL

SUMMARY OF MATERIAL PROPOSED CHANGES

Fee for registration of off market transfers (new clause 8.4(c))

Dividends (new clause 21)

Partial (proportional) takeover provisions (new clause 35)

Information required by Section 648G of the Corporations Act

Effect of proposed proportional takeover provisions

Reasons for proportional takeover provisions

Potential advantages and disadvantages of proportional takeover provisions

Recommendation of the Board

Recommendations

Enquiries

ADX Energy Ltd ABN 50 009 058 646 Suite 6, Level 2, 11 Ventnor Ave West Perth WA 6005 Phone: 08 9226 2822 Fax: 08 9226 5333 Email: [email protected]

How to Vote

Voting eligibility

Voting in Person

Voting by Proxy

Your proxy form is enclosed.

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

ADX Energy Ltd ABN 50 009 058 646 Suite 6, Level 2, 11 Ventnor Ave West Perth WA 6005 Phone: 08 9226 2822 Fax: 08 9226 5333 Email: [email protected]

Instructions for Completing ‘Appointment of Proxy’ Form

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

Voting on Business of the Annual General Meeting

By:

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ADX ENERGY LTD AGM Information 2011