BLUE STAR HELIUM LIMITED — Proxy Solicitation & Information Statement 2013

Dec 18, 2013

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ANTARES ENERGY LIMITED

A.C.N. 009 230 835

Ground Floor 63 Hay Street Subiaco WA 6008

PO Box 690 West Perth WA 6872 www.antaresenergy.com

ASX/NEWS RELEASE

19 December 2013

NOTICE OF GENERAL MEETING AND SALE UPDATE

The Directors of Antares Energy Limited (ASX:AZZ) are pleased to advise of a Notice of General Meeting of shareholders. A General Meeting of Shareholders of Antares Energy Limited (Company) will be held at Parmelia Hilton Perth, 14 Mill Street, Perth, Western Australia on 22 January 2014 at 2.00pm for the purpose of transacting the following business:

Resolution 1 – Ratification of issue of convertible notes Resolution 2 – Ratification of amendment to convertible note trust deed Resolution 3 – Approval for sale of assets in the company.

The Sale closing date has been revised to the 28th February 2014 or earlier by mutual agreement and is subject to commercial closing conditions.

Please find attached the Notice of General Meeting and Proxy Form as mailed to shareholders today.

For further information please contact: James Cruickshank Chairman & CEO + (61) (0) 488 222 122 or + (1) 214 762 2202

19 December 2013

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ANTARES ENERGY LIMITED A.C.N. 009 230 835

Dear Shareholder,

GENERAL MEETING – 22 JANUARY 2014

Please find enclosed a Notice of General Meeting, Explanatory Statement and a proxy form.

The General Meeting will be held at 2.00pm on Wednesday, 22 January 2014 at the Parmelia Hilton Perth, 14 Mill Street, Perth, Western Australia 6000.

If you are unable to attend the General Meeting, but wish to vote on the resolutions to be considered at the meeting, you are encouraged to complete and return the enclosed proxy form in accordance with the instructions on the back of the form.

The directors of Antares look forward to seeing you at the meeting.

Yours sincerely, ANTARES ENERGY LIMITED

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Graeme Smith Company Secretary

ANTARES ENERGY LIMITED ACN 009 230 835 NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of Antares Energy Limited ( Company ) will be held at Parmelia Hilton Perth, 14 Mill Street, Perth, Western Australia on 22 January 2014 at 2:00 pm for the purpose of transacting the following business.

The Explanatory Statement to this Notice provides additional information on matters to be considered at the meeting.

The Explanatory Statement and the Proxy Form are part of this Notice.

RESOLUTION 1 – RATIFICATION OF ISSUE OF CONVERTIBLE NOTES

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

“That, for the purpose of ASX Listing Rule 7.1 and 7.4 and for all other purposes, the Company approves and ratifies the issue of 7,981,999 Convertible Notes to parties who are not related parties of the Company on the terms set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting Exclusion Statement: The Company will, in accordance with the Listing Rules of the ASX, disregard any votes cast on Resolution 1 by any person who participated in the issue 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.

RESOLUTION 2 – RATIFICATION OF AMENDMENT TO CONVERTIBLE NOTE TRUST DEED

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

“That, for the purpose of ASX Listing Rule 7.1 and 7.4 and for all other purposes, the Company approves and ratifies the amendments to the Convertible Note Trust Deed on the terms set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting Exclusion Statement: The Company will, in accordance with the Listing Rules of the ASX, disregard any votes cast on Resolution 2 by any person who participated in the issue 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.

RESOLUTION 3 – APPROVAL FOR SALE OF ASSETS IN THE COMPANY

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

“That, for the purpose of ASX Listing Rule 11.2 and for all other purposes, approval is given for the Company to enter into and complete a Purchase and Sale Agreement, and thereby dispose of its main business undertaking, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will, in accordance with the ASX Listing Rules, disregard any votes cast on Resolution 3 by any 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.

ANTARES ENERGY LIMITED Notice of General Meeting 22 January 2014

A Proxy Form is attached.

To be valid, properly completed Proxy Forms must be received by the Company no later than 2:00pm (WST) on 20 January 2014:

by post to: PO Box 535, Applecross WA 6953

by facsimile on +(61 8) 9315 2233

or by electronic means as noted on your Proxy Form.

PROXIES

A Shareholder entitled to attend and vote at the above meeting may 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.

A proxy may, but need not be, a Shareholder of the Company.

The instrument appointing the proxy must be in writing, executed by the appointor or his attorney duly authorised in writing or, if such appointor is a corporation, either under seal or under hand of an officer duly authorised.

The instrument of proxy (and the power of attorney or other authority, if any, under which it is signed) must be lodged by person, post, courier or facsimile and reach the registered office of the Company at least 48 hours prior to the meeting. For the convenience of Shareholders a Proxy Form is enclosed.

ENTITLEMENT TO VOTE

For the purposes of regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that members holding Shares at 2:00pm WST time on 20 January 2014 will be entitled to attend and vote at the AGM.

CORPORATIONS

A corporation may elect to appoint a representative in accordance with the Corporations Act, in which case the Company will require written proof of the representative's appointment, which must be lodged with, or presented to the Company before the meeting.

By order of the Board.

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___ Graeme Smith Company Secretary Date: 19 December 2013

ANTARES ENERGY LIMITED Notice of General Meeting 22 January 2014

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the Shareholders of Antares Energy Limited ACN 009 230 835 ( Company ) in connection with the business to be conducted at the General Meeting of the Company to be held at the Parmelia Hilton Perth, 14 Mill Street, Perth, Western Australia, on 22 January 2014 commencing at 2:00 pm.

This Explanatory Statement should be read in conjunction with, and form part of, the accompanying Notice.

The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

1 RESOLUTION 1 – RATIFICATION OF ISSUE OF CONVERTIBLE NOTES

1.1 General

ASX Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The effect of such a ratification is to restore a company’s maximum discretionary power to issue further shares up to 15% of the issued capital of the company without requiring shareholder approval.

Resolution 1 is required to be approved in accordance with ASX Listing Rule 7.4 to ratify a previous issue of Securities. The Company confirms that the issue and allotment of the Convertible Notes, the subject of Resolution 1 did not breach ASX Listing Rule 7.1.

1.2 Listing Rule Requirements

Listing Rule 7.5 contains certain requirements as to the contents of a Notice sent to Shareholders for the purposes of Listing Rule 7.4.

• (a) 7,981,999 Convertible Notes were issued by the Company, to institutional and sophisticated parties who were not related parties of the Company;

• (b) the issue price per Convertible Note was $2.00 per Note;

• (c) funds raised from this issue are being used to accelerate drilling activity at Northern Star and the Northern Extension of Southern Star, as well as working capital;

• (d) the Convertible Notes rank equally with the existing Convertible Notes;

• (e) Shares issued on the conversion of Convertible Notes will have the same terms and conditions and rank equally in all respects with existing Shares in the Company and will be quoted on the ASX;

• (f) the terms and conditions of the Convertible Notes are included in Annexure A;

• (g) the Convertible Notes are convertible into Shares. The maximum number of Shares that may be issued upon conversion of the Notes is 23,945,997 based on the current conversion; and

• (h) a voting exclusion statement is included in the Notice.

1.3 Recommendation

The Board unanimously recommends Shareholders vote in favour of Resolution 1 as it will provide the Company with further flexibility should any Security issue be considered desirable in the next 12 months.

ANTARES ENERGY LIMITED Notice of General Meeting 22 January 2014

2 RESOLUTION 2 – RATIFICATION OF AMENDMENT TO CONVERTIBLE NOTE TRUST DEED

2.1 General

On 12 July 2013, Antares advised the market that Convertible Note holders had approved changes to the terms and conditions of the Convertible Notes Trust Deed ( Trust Deed ).

The results of the amendments to the Trust Deed were:

1. The Maturity Date of the Convertible Notes was extended to 30 October 2023.

2. The next Reset Date will be 31 October 2015.

3. The maximum number of Convertible Notes that may be issued was increased to $100 million.

4. The conversion ratio for the Convertible Notes was increased from 1:1 to 1:3.

Prior to the amendment to the Trust Deed, the Company had on issue 7,018,001 Convertible Notes which previously would have converted to 7,018,001 Shares.

The increase in the conversion ratio will result in the number of Shares being issued on conversion increasing to 21,054,003 Shares, an increase of 14,036,002 Shares.

The Company confirms that the amendment of the Convertible Notes Trust Deed, the subject of Resolution 2 did not breach ASX Listing Rule 7.1.

2.2 Listing Rule Requirements

Listing Rule 7.5 contains certain requirements as to the contents of a Notice sent to Shareholders for the purposes of Listing Rule 7.4 and the following information is included in this Explanatory Statement for that purpose:

• (a) 7,018,001 Convertible Notes were quoted securities prior to amendments to the Trust Deed;

• (b) the original Convertible Notes were issued to institutional and sophisticated parties who are not related parties of the Company. The original Convertible Notes were issued pursuant to a Prospectus dated 24 September 2003.

• (c) the original number of Shares that would have been issued on conversion of the Convertible Notes prior to the amendments to the Trust Deed was 7,018,001;

• (d) the maximum number of Shares that may be issued upon conversion of the Notes after amendments to the Trust Deed is now 21,054,003, and Shareholder approval is being sought for the increase in Shares which may be issued, being 14,036,002 Shares;

• (e) no funds will be raised from the issue of the additional 14,036,002 Shares;

• (f) Shares issued on the conversion of Convertible Notes will have the same terms and conditions and rank equally in all respects with existing Shares in the Company and will be quoted on the ASX;

• (g) the Convertible Notes are convertible into Shares;

• (h) the terms and conditions of the Convertible Notes are included in Annexure A; and

• (i) a voting exclusion statement is included in the Notice.

2.3 Recommendation

The Board unanimously recommends Shareholders vote in favour of Resolution 2 as the ratification will allow the issue of an additional 14,036,002 Shares on conversion of the Convertible Notes without impacting on the Company’s capacity to issue Securities under Listing Rule 7.1, which will provide the Company with further flexibility should any Security issue be considered desirable in the next 12 months.

ANTARES ENERGY LIMITED Notice of General Meeting 22 January 2014

3 RESOLUTION 3 – APPROVAL FOR SALE OF ASSETS IN THE COMPANY

3.1 Introduction

On 26 August 2013, the Company announced to ASX that it had entered into a Purchase and Sale Agreement ( Agreement ) for the sale of all of Antares’ Permian assets, being the main undertaking of the Company, for USD 300 million.

A summary of the material terms of the Agreement are set out in Section 3.2 below.

ASX Listing Rule 11.2 provides that where a company proposes to make a significant change in the nature or scale of its activities which involves the sale of its main undertaking, it must first obtain the approval of its shareholders. Further, a company must notify shareholders of a proposed transaction.

Shareholders should be aware that following the proposed Sale of the Company’s main undertaking, ASX may require the Company to seek shareholder approval pursuant to ASX Listing Rule 11.1.2 and/or re-comply with Chapters 1 and 2 of the Listing Rules pursuant to ASX Listing Rule 11.1.3 with respect of any future transaction the Company may enter into.

Resolution 3 seeks Shareholder approval for the Sale.

3.2 Material Terms of the Agreement

Assets to be Sold

All of Seller’s rights, titles, interests and obligations in and to the oil, gas or mineral leases and subleases, located in the Permian basin in Howard and Dawson Counties, Texas ( the Property ) as well as all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including, but not by way of limitation, all wells, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other equipment) located on the properties.

Purchase Price

USD 300 million.

Environmental Matters

It is considered a Defect if there is a condition existing on or before the Closing Date with respect to any of the properties that:

• (a) is identified by any site assessment conducted by or on behalf of the the buyer;

• (b) causes such Property (or any Seller or Operator with respect to such Property) not to be in material compliance with any applicable environmental laws; and

• (c) would result in a material adverse effect on the use or value of the affected Property.

Purchase Price adjustment

Adjustments to the purchase price may be made if there are Defects (such as the size of the acreage for each lease or the inability to remove a lien on an oil and gas property) in the allocated values made to properties, the subject of the agreement.

It is a condition precedent that if there is a requirement for an adjustment to be made to the purchase price, then this adjustment must not be more than 10% of the purchase price.

The Company does not anticipate that there will be a Purchase Price adjustment.

Liens

Antares will be responsible for ensuring liens held by the Macquarie Bank have been released.

Identity of the Counterparty & Commercial Sensitivity

Antares confirms that disclosure of the counterparty is a commercially sensitive matter and also that the information it has provided includes sufficient information to enable both shareholders to make a properly informed judgment on the matter and the market to assess the impact of the transaction on the value of the Company’s securities.

ANTARES ENERGY LIMITED Notice of General Meeting 22 January 2014

Antares confirms that the counterparty is not a related party to the Company nor are they a shareholder of the Company.

To disclose the identity of the counterparty would jeopardise their ability to complete similar transactions and would also jeopardise this transaction.

Antares does not believe it is in the best interests of shareholders to jeopardise a USD 300 million cash transaction to identify the counterparty.

The identity of the counterparty would provide no additional useful information to shareholders or investors.

The counterparty has a strong presence in the Permian basin and is an ongoing acquirer of oil & gas properties through the negotiation of similar transactions.

The Board of Antares has assessed the counterparty and is confident they have the financial capacity and desire to complete the transaction. Antares has a 100% perfect history in closing all transactions announced to the market.

Termination by the buyer

If any such condition on the obligations of the buyer under this Agreement is not met as of the Closing Date, or in the event the Closing does not occur on or before the Closing Date, and (in either case) the buyer is not in material breach of its obligations under the Agreement, the Agreement may, at the option of the buyer, be terminated. In the event such a termination by the buyer occurs, the parties shall have no further obligations to one another hereunder. With respect to any condition which is not met (and which is asserted by the buyer as a failure of one of its conditions of Closing), and for which the reasons why such condition is not met relate to some, but less than all, of the Properties, the Company may require that such failure of such condition to be met be treated as an uncured Asserted Defect and handled in accordance with the process set forth in the Agreement.

Termination by Company

If any such condition on the obligations of Company under this Agreement is not met as of the Closing Date, or in the event the Closing does not occur on or before the Closing Date, and (in either case) Company are not in material breach of their obligations hereunder, this Agreement may, at the option of Company, be terminated, in which case the parties shall have no further obligations to one another hereunder.

3.3 Financial effect of the Sale on the Company

The impact of the Sale on the Company’s balance sheet is set out in the pro forma Statement of Financial Position below.

There will be no impact on the capital structure of the Company.

Statement of Financial Position

Antares Energy Limited and its Controlled Entities As at 30 June 2013

CURRENT ASSETS Cash and cash equivalents (a) Trade and other receivables Prepayments Inventories Current tax assets Sale group classified as held for sale (b) Total current assets	Reviewed Pro-Forma 30-Jun-13 30-Jun-13 $’000 $’000
	7,503 292,350 3,690 3,690 4 4 142 - 826 826
	12,165 296,870 172,386 -
	184,551 296,870

ANTARES ENERGY LIMITED Notice of General Meeting 22 January 2014

NON-CURRENT ASSETS Property, plant and equipment Oil and gas properties Deferred exploration and evaluation expenditure Total non-current assets TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Interest-bearing loans and borrowings (c) Current tax liabilities Provisions Liabilities directly associated with Sale group classified as held for sale (b) Total current liabilities NON-CURRENT LIABILITIES Interest-bearing loans and borrowings (c) Deferred tax liabilities Provisions Total non-current liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves Retained earnings TOTAL EQUITY	Reviewed Pro-Forma 30-Jun-13 30-Jun-13 $’000 $’000
	208 208 2,872 2,872 398 398
	3,478 3,478
	188,029 300,348
	5,341 5,341 31,287 14,036 1,529 1,529 660 660
	38,817 21,566 4,751 -
	43,568 21,566
	26,417 - 7,000 7,000 69 69
	33,486 7,069
	77,054 28,635
	110,975 271,713
	89,026 89,026 4,214 4,214 17,735 178,473
	110,975 271,713

(a) Cash position is derived after the following adjustments:

A$’000 Opening Cash $7,503 Sale Proceeds in AUD $328,515 Payment of Macquarie Bank loans ($43,668) Pro-Forma Closing Cash $292,350

(b) Sale group classified as held for sale - represents amounts held on the balance sheet for prepayments, the value of oil & gas properties, deferred exploration and evaluation expenditure and provisions.

ANTARES ENERGY LIMITED Notice of General Meeting 22 January 2014

• (c) Interest-bearing loans and borrowings – represent amounts owed to Macquarie Bank Limited which must be repaid after the sale transaction.

3.4 Reasons for the Sale

The Directors believe the following is an assessment of the advantages and disadvantages for the Sale.

Advantages

The Directors believe that the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on the proposed Sale:

• (a) the Sale will enable the Company to consider alternative asset acquisitions that the Directors believe will add value to Shareholders;

• (b) the Sale is a positive outcome for the Company as the Consideration represents an 80% premium to the carrying value of the sale assets; and

• (c) the consideration from the Sale will provide capital to the Company of USD 300 million.

Disadvantages

The Directors believe that the following non-exhaustive list of disadvantages may be relevant to a Shareholder’s decision on how to vote on the proposed Sale:

• (a) the Company will not be able to participate in or derive any future potential profits from the Permian Assets, if any;

• (b) the Sale involves the Company selling a principal asset, which may not be consistent with the investment objectives of all Shareholders; and

• (c) there is a risk the Company may not be able to locate and complete the acquisition of other suitable investment opportunities within a reasonable time.

3.5 Future activities and direction on completion of the Sale

The Company’s assets following the Sale will comprise of:

• (a) 67.5% interest in the Oyster Creek project; and

• (b) Net assets of approximately $272 million (including cash of approximately $293 million).

In addition, the Company will consider acquisition opportunities of other exploration projects in other jurisdictions, that it considers are consistent with its existing activities and which the Board believe could have the potential to add value to Shareholders through exploration success.

In the event Shareholder approval is not obtained and completion of the Sale is unable to occur the Company intends to continue utilising the Assets while assessing other acquisitions that suit the Company’s stated objectives.

3.6 Director interests and recommendations

The Directors do not have any material interest in the outcome of the Resolution other than as a result of their interest arising solely in the capacity as security holders.

The Board has approved the proposal to put the Resolution to Shareholders.

Each of the Directors intends to vote all of their Shares in favour of the Resolution.

Based on the information available, all of the Directors unanimously recommend that the Shareholders vote in favour of the Resolution.

4 Other Business

Management is not aware of any other business to come before the Meeting other than as set forth in the accompanying Notice. If any other business properly comes before the Meeting, it is the intention of the persons named in the form of proxy to vote the Shares represented thereby in accordance with their best judgment on such matter.

ANTARES ENERGY LIMITED Notice of General Meeting 22 January 2014

SCHEDULE 1 – GLOSSARY

In this Explanatory Statement and the Notice, the following terms have the following meanings unless the context otherwise requires:

Asserted Defects a Defect which the Buyer is unwilling to waive. Associate has the same meaning as defined in sections 12 and 16 of the Corporations Act. Section 12 of the Corporations Act is to be applied as if it was not confined to associate references occurring in Chapter 6 of the Corporations Act and on the basis that the Company is the “designated body”. ASX means ASX Ltd ABN 98 008 624 691 and, where the context requires, the Australian Securities Exchange operated by ASX Ltd. Board means the board of Directors of the Company. Closing Date on or around 28 February 2014. Company means Antares Energy Limited ACN 009 230 835 Corporations Act means Corporations Act 2001 (Cth).

Defects Any matter that would cause the title to any Oil and Gas Properties to be less than Defensible Title which is defined as title deducible of record which

• (a) (i) entitles the Seller to receive throughout the productive life of such Property not less than the percentage set forth in the Agreement, as applicable, as the net revenue interest of all hydrocarbons produced and saved or sold from or allocated to such Property; and

• (ii) with respect to a well, obligates the Seller to bear, throughout the effective term of such well (and the plugging, abandonment and salvage thereof), a percentage of the costs and expenses relating to the maintenance, development and operation of the well that is not greater than the “Working Interest” set forth in the Agreement for such well, except increases in such Working Interest that result in at least a proportionate increase in the Seller’s Net Revenue Interest for such Property;

• (b) entitles the Company to not less than the net leasehold acres set forth in the Agreement; and

• (c) subject to permitted encumbrances, is free and clear of all liens, claims, encumbrances and burdens.

Director Explanatory Statement Listing Rules Maturity Date

means a director of the Company.

means this information attached to the Notice, which provides information to Shareholders about the Resolutions contained in the Notice.

means the listing rules of ASX.

means 30 October 2023.

Net Revenue Interest

The decimal interest in and to all production of the Hydrocarbons produced and saved or sold from an Oil and Gas Property after giving effect to Seller’s contracts and all valid lessors’ royalties, overriding royalties, production

ANTARES ENERGY LIMITED Notice of General Meeting 22 January 2014

payments and/or other non-expense bearing burdens against production. Notice or Notice of Meeting means the Notice of General Meeting accompanying this Explanatory Statement. Proxy Form means the proxy form attached to this Notice. Reset Date means 31 October 2015 and any other date nominated or deemed to have been nominated by the Issuer as a Reset Date pursuant to Condition 18 of the Trust Deed. Resolution means a resolution contained in the Notice. Security has the same meaning as that given under S92(1) of the Corporations Act Share means a fully paid ordinary share in the capital of the Company. Shareholder means the holder of a Share. Working Interest The percentage of costs and expenses attributable to the maintenance, development and operation of an Oil and Gas Property.

Annexure A – Antares Energy Limited: Convertible Notes

Terms and Conditions of the Notes

1. General

1.1 Issue price

The Notes will:

• (a) be paid for in full on application; and

• (b) have an issue price per Note equal to the Principal Amount.

1.2 Participation rights

The Notes carry no right for any Noteholder in that capacity to participate in any offering or issue of securities by the Issuer, and the Issuer reserves the right at all times to offer or issue securities to any person in any manner.

1.3 Voting rights

Except as required by the Corporations Act, the Notes do not carry any right, and the Noteholders in that capacity will not have any right, to vote at any general meeting of the Issuer.

1.4 Provision of information

Subject to the Corporations Act and the Listing Rules, each Noteholder (if requested by that Noteholder) and the Trustee is entitled to be provided with copies of:

• (c) all notices of general meeting of the Issuer; and

• (d) all other documents (including annual reports and financial statements) given by the Issuer to the holders of Ordinary Shares,

at the same time as, or as soon as reasonably practicable after, the holders of Ordinary Shares.

1.5 Listing

The Issuer must use all reasonable endeavours and furnish all such documents, information and undertakings as may be reasonably necessary in order to procure official quotation of the Notes and the Ordinary Shares issued on Conversion on a stock market conducted by ASX and to procure that such quotation is maintained.

2. Interest

2.1 Payment of interest

The Issuer shall pay accrued interest in arrears on each relevant Interest Payment Date in respect of the Interest Period for which that interest has accrued to those persons who are Noteholders on the last relevant Record Date before that Interest Payment Date.

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2.2 How interest accrues

For each Noteholder, interest accrues daily and, in the case of each Interest Period, the interest payable is calculated by:

• (a) multiplying the Principal Amount of the Notes held by that Noteholder on the relevant Record Date by the Interest Rate; and

• (b) dividing the resultant amount by 365; and

• (c) multiplying the resultant amount by the actual number of days in the applicable Interest Period; and

• (d) rounding the resultant amount down to the nearest cent.

The Issuer's certificate as to the amount of interest that accrues and is payable on Notes is (in the absence of manifest error) sufficient evidence of the amount of interest due unless proven wrong.

2.3 Compound of unpaid Interest

Unpaid Interest on the Notes shall:

• (a) remain owing and not form part of the principal owing to the Noteholder; and

• (b) bear interest at the same rate as interest is payable on the Principal Amount calculated daily and payable on each Interest Payment Date.

3. Redemption by the Issuer

• (a) The Issuer shall redeem all issued and uncancelled Notes on the Maturity Date. The Principal Amount on each Note to be redeemed on the Maturity Date shall be repaid in full by the Issuer on the Maturity Date (along with interest payable in accordance with Condition 2.1), in accordance with and subject to the Conditions to the person who is the Noteholder on the relevant Record Date.

• (b) The Issuer may also redeem some or all of the Notes in accordance with Condition 17 and the Principal Amount plus all accrued and Unpaid Interest will be paid in accordance with and subject to the Conditions to the person who is the Noteholder on the relevant Record Date.

4. Early Redemption

4.1 Early Redemption by the Issuer

• (a) The Issuer may in its absolute discretion elect to redeem all or some of the Notes on issue prior to the Maturity Date:

• (i) if any of the following events occur:

  • (A) the Board of Directors of the Issuer resolves on reasonable grounds (having obtained an opinion from reputable legal counsel or other tax adviser) that a Change in Law has occurred and that as a result there is more than an insubstantial risk that the Issuer will be exposed to more than a negligible increase in costs in relation to the Notes or as a result of the Notes being on issue (having regard to any taxation consequences impacting the Issuer or any increased charges or civil liabilities);

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• (B) the Principal Amount of all of the Notes on issue and not converted or redeemed totals less than $500,000;

• (C) a takeover bid is made to acquire all or some of the Ordinary Shares and the offers under the takeover bid are, or become, unconditional and:

  • (1) the bidder has a relevant interest in more than 50% of the Ordinary Shares on issue; or

  • (2) the Directors unanimously recommend acceptance of the offers under the takeover bid (whether with or without conditions); or

• (D) a court approves a compromise or arrangement under Part 5.1 of the Corporations Act which, when implemented, will result in a person having a relevant interest in more than 50% of the Ordinary Shares on issue; or

• (ii) on any Reset Date,

provided that the Issuer has made an Early Redemption Announcement:

• (iii) in the case of redemption pursuant to Condition 4.1(a)(i) above, within 15 days of the event in question and not less than 30 days prior to the proposed Early Redemption Date; or

• (iv) in the case of redemption pursuant to Condition 4.1(a)(ii) above, not less than 30 days prior to the relevant Reset Date.

• (b) The redemption of Notes pursuant to Condition 4.1(a) shall take effect on the Early Redemption Date. Upon redemption, the Issuer must pay to the Noteholder an amount equal to the Early Redemption Amount in respect of each Note redeemed.

• (c) In electing to redeem some, but not all, of the Notes on an Early Redemption Date, the Issuer must, to the extent practicable, treat all Noteholders on the same basis (taking into account the different number of Notes held by each Noteholder), but may, in its absolute discretion, discriminate to take account of the effect on marketable parcels and other factors.

4.2 Early Redemption Announcement

An Early Redemption Announcement must:

• (a) be made to the ASX;

• (b) state that the Issuer will redeem the Notes, the Early Redemption Amount to be repaid, the basis upon which the Early Redemption Amount is calculated and the number of Notes to be redeemed;

• (c) state the Early Redemption Date; and

• (d) otherwise comply with any requirements of the Listing Rules and the Corporations Act as to content and timing.

4.3 Early Redemption on Reset

• (a) A Noteholder may in its absolute discretion require the Issuer to redeem all or some of its holding of Notes on a Reset Date if the Noteholder gives a notice ( Redemption Notice ) to the Issuer substantially in the form set out in Schedule 2 on or before the day that is 10 Business Days prior to the next Reset Date. Where

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a Noteholder redeems only part of its holding of Notes, the Noteholder must redeem at least 500 Notes and in integral multiples of 500 Notes.

• (b) On the Reset Date, the Issuer must redeem the Notes the subject of a Redemption Notice and pay to the Noteholder an amount equal to the Early Redemption Amount in respect of each Note redeemed pursuant to this Condition 4.3.

5. Conversion

5.1 Conversion Notice

• (a) Subject to paragraph (b), a Noteholder may deliver a Conversion Notice to the Issuer at the address of the Register (which shall be irrevocable) at any time prior to the Maturity Date.

• (b) A Noteholder may convert all or some of its holding of Notes. Where a Noteholder converts only part of its holding of Notes, the Noteholder must convert at least 500 Notes and in integral multiples of 500 Notes.

5.2 Entitlement to Ordinary Shares on Conversion

On Conversion of any Notes held by a Noteholder:

• (a) the Issuer will redeem each of those Notes for an amount equal to the Principal Amount; and

• (b) the relevant Noteholder irrevocably and unconditionally:

• (i) consents to be a member of the Issuer and agrees to be bound by the constitution of the Issuer; and

• (ii) directs the Issuer to apply the whole of the Principal Amount payable to that Noteholder on redemption in subscribing on behalf of the Noteholder for the number of Ordinary Shares calculated in accordance with Condition 5.4.

5.3 Ordinary Shares issued on Conversion

• (a) The Ordinary Shares to which a Noteholder is entitled on Conversion must be issued within 20 Business Days (or such other period as required by the Listing Rules) after receipt of the Conversion Notice from the Noteholder and any such issue will have effect on and from, and be deemed to have been made on, that Conversion Date.

• (b) The Ordinary Shares in the capital of the Issuer issued on Conversion shall rank equally in all respects with all other issued Ordinary Shares at the Conversion Date.

5.4 Number of Ordinary Shares Issued on Conversion

Subject to Condition 5.5 and Condition 18, a Noteholder on Conversion of any Notes shall be entitled to three Ordinary Shares for every Note converted.

5.5 Adjustments

Subject to the Listing Rules and Condition 18 the following applies:

• (a) If there is a reorganisation (including, consolidation, subdivision, reduction or return) of the issued capital of the Issuer prior to the Conversion Date, the number

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of Ordinary Shares issued on Conversion shall be adjusted in the same proportion as the issued capital of the Issuer is reorganised and in a manner which will not result in any additional benefits being conferred on the Noteholder which are not conferred on the shareholders of the Issuer, (subject to the same provisions with respect to rounding of entitlements as sanctioned by the meeting of shareholders approving the reconstruction of capital) but in all other respects the terms for Conversion of the Notes shall remain unchanged.

• (b) The adjustments in this Condition 5.5 shall be determined by the Auditors acting as an expert and not as an arbitrator and the provisions of any applicable arbitration legislation are excluded to the fullest extent possible.

• (c) The determination of the Auditors will be final and binding subject only to any adjustment necessary to correct the manifest error of objective fact or calculation apparent on the face of their determination.

• (d) All costs and expenses of the Auditors must be paid by the Issuer.

5.6 Register conclusive

• (a) Subject to Condition 5.6(b), for the purposes of Conversion:

• (i) the Register shall be conclusive of the identity of the Noteholder entitled to deliver a Conversion Notice in accordance with Condition 5.1;

• (ii) the Issuer shall not be affected by notice of any transfer of Notes where that transfer has not been registered on or before the Conversion Date;

• (iii) the Register shall be conclusive as to the identity of the Noteholder on the Conversion Date for the purpose of determining who shall be issued Ordinary Shares pursuant to Condition 5.2; and

• (iv) the Issuer shall have no responsibility, duty or liability to issue Ordinary Shares to any person other than to the Noteholder shown on the Register at the relevant Conversion Date.

• (b) If the Noteholder shown on the Register at the relevant Conversion Date is different from the Noteholder giving the Conversion Notice, that Conversion Notice shall be disregarded and shall have no effect for the purpose of Condition 5.1.

6.

Purchase by the Issuer

• (a) Provided that no Event of Default has occurred or is continuing, the Issuer may purchase all or any of the Notes on-market or by tender or by private contract at any price.

• (b) Any Notes purchased by the Issuer shall be cancelled and may not be resold or reissued.

7. Bonus Issues

If the Noteholder delivers a Conversion Notice to the Issuer with respect to Notes and the Issuer at any time during the period subsequent to the issue of the Notes to a Noteholder and prior to the Conversion Date shall have made a pro rata bonus issue to the holders of Ordinary Shares, then the following provisions shall apply:

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• (a) The Issuer shall on issuing the Ordinary Shares in accordance with Condition 5.4 on the Conversion of Notes, issue (on terms and conditions that are the same as or correspond with, or are no more favourable to the Noteholder than, the terms and conditions on which the bonus shares were allotted to the Ordinary Shareholders of the Issuer) to the Noteholder that number of bonus shares to which the Noteholder would have been entitled if that proportion of the Principal Amount of those Notes had been converted immediately prior to the making of each bonus issue by the Issuer at the Conversion Rate applying at the date of the bonus issue.

• (b) In respect of any reorganisation of capital referred to in Condition 5.5(a) which would have applied to Ordinary Shares issued under a pro rata bonus issue to which this Condition 7 applies, the provisions of Condition 5.5 shall apply with necessary changes to any Ordinary Shares issued as bonus shares pursuant to this Condition 7.

8. Power of the Noteholders to Direct Trustee

Upon the occurrence of an Event of Default, the Noteholders shall have the following powers exercisable by ordinary resolutions:

• (a) to direct the Trustee to take any particular action under this deed or the Notes;

• (b) to direct the Trustee to direct the Issuer to redeem the Notes in full;

• (c) to direct the Trustee to commence legal proceedings against the Issuer to recover the Moneys Owing; and

• (d) to direct the Trustee to take such other action as the Noteholders deem appropriate to recover the Moneys Owing,

and the Trustee shall comply with those directions subject to the terms of this deed and the Conditions.

9. Record Date

The Record Date:

• (a) for the making of interest payments shall be 8 calendar days (excluding the Interest Payment Date itself) before the Interest Payment Date; and

• (b) for the making of any other payment (including payment of the Principal Amount on the Maturity Date or the Early Redemption Amount on the Early Redemption Date) shall be 8 calendar days (excluding the date of payment) before the Maturity Date, the Early Redemption Date or other payment date; and

• (c) for issuing Ordinary Shares after a Conversion Date shall be the Conversion Date,

or, in each case, such other date required by the Listing Rules or the SCH Business Rules.

10. Method of Payment

10.1 Payment to Noteholders

Subject to Conditions 9 and 10.2, any interest or other monies payable on or in respect of any Notes must be paid in Australian dollars only:

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• (a) by payment of cheque marked “not negotiable” and sent through the post to the address of the Noteholder on the Register or other person entitled thereto, or where the Notes are held by joint Noteholders to the address of the Noteholder whose name stands first on the Register in respect of those Notes; or

• (b) by deposit, including by way of telegraphic transfer, to such account with any ADI (as that expression is defined in the Banking Act 1959 (Cth)) in Australia as the Noteholder (or, where the Notes are held by joint Noteholders, the Noteholder whose name stands first on the Register), by written notice to the Issuer, may direct; or

• (c) by any other method of transferring money approved by the Trustee from time to time.

Every cheque or payment referred to in Condition 10.1(a) will be sent at the risk of the person entitled to the moneys represented by the cheque and payment will be deemed to have been made when the cheque is posted or the deposit is made in accordance with this Condition. The cost of any replacement cheque shall be at the expense of the Noteholder. The Noteholder will be wholly responsible for any account details provided to the Issuer or any error or omissions made by the Issuer in respect of that payment. Any cheque returned to the Issuer, or any cheque not presented by a Noteholder, shall be treated by the Issuer as unclaimed money.

10.2 Payments to the Trustee

If so requested by the Trustee, the Issuer must make any payments payable to the Trustee under this deed:

• (a) at a place in Australia and in a manner reasonably required by the Trustee; and

• (b) in immediately available funds and without set-off, counterclaim, conditions or, unless required by law or the provisions of this deed, deductions or withholdings.

10.3

No gross up

If the Issuer is required by law to deduct or withhold Taxes from any payment to the Trustee or a Noteholder it must:

• (a) make the required deductions and withholdings;

• (b) in accordance with the relevant law remit the full amount deducted or withheld to the relevant Government Agency;

• (c) deliver to the Trustee or the Noteholder (as the case may be) the receipt for each payment; and

• (d) reduce the amount of the payment due to the Trustee or the Noteholder (as the case may be) by an amount equal to the deduction or withholding and the payment of such reduced amount shall be in full satisfaction of the Issuer's relevant payment obligation.

11. Joint Noteholders

In the case of Notes being held by more than one person, the following shall apply:

• (a) if several persons are entered in the Register as joint Noteholders in respect of a Note the receipt by any one of such persons for the payment or satisfaction of any

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Moneys Owing from time to time payable or repayable to the joint Noteholders will be an effective discharge by the Issuer of its obligations in relation to that Note;

• (b) subject to Condition 13.4, the Issuer will not be bound to register more than three persons as the joint holders of any Notes;

• (c) subject to the Conditions, all of the joint Noteholders in respect of any Note must join in any:

• (i) application to transfer the relevant Note from one Register to another Register; or

• (ii) transfer of the relevant Note; and

• (d) in the case of the death of any one of the joint Noteholders, the survivors will be the only persons recognised by the Issuer as having any title to or interest in the Notes registered in their names jointly.

12. Non-resident Noteholders

Where Notes are held by, or on behalf of, a person resident outside the Commonwealth of Australia, then, despite anything to the contrary contained in or implied by the Conditions, it is a condition precedent to any right of the Noteholder:

• (a) to receive payment of the Principal Amount; or

• (b) to receive payment of any interest on the Notes,

that all necessary Authorisations (if any) and any other statutory requirements which may then be in existence are obtained at the cost of the Noteholder and satisfied.

13. Transfer of Notes

13.1 Form of transfer

A Noteholder is entitled to transfer a Note by:

• (a) an instrument in writing in any usual or common form or in such other form as the Issuer may approve; or

• (b) a proper ASTC transfer or any other method of transferring or dealing in securities introduced by ASX or operated in accordance with the SCH Business Rules or Listing Rules, and in any such case recognised under the Corporations Act.

13.2 Issuer participation

If the Issuer participates in a computerised or electronic securities transfer, settlement and registration system recognised by or permitted by the Corporations Act:

• (a) the Issuer must comply with and give effect to the rules of that system; and

• (b) the only document required to be completed and delivered by the Issuer in relation to a transfer of the Notes is such document (if any) as those rules require to be so completed and delivered.

13.3 Written transfer instrument

• (a) A written transfer instrument must be forwarded for registration to the address of the Register and together with such other evidence as the Directors may require to prove:

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• (i) the title of the transferor, or the Noteholder's right to transfer the Notes;

• (ii) the due execution of the transfer; and

• (iii) the due compliance with the provisions of any relevant statute relating to stamp duties,

and if satisfied with such evidence and that the transferor has otherwise complied with this Condition 13.3, the Issuer will register the transfer and recognise the transferee as the Noteholder entitled to the Notes comprised in the transfer.

• (b) A written transfer instrument must be:

• (i) executed by the transferor;

• (ii) executed by the transferee; and

• (iii) endorsed or accompanied by an instrument executed by the transferee to the effect that the transferee agrees to accept the Notes subject to the terms and conditions on which the transferor held them, to become a Noteholder and to be bound by this deed.

Subject to the Corporations Act, the written transfer instrument may comprise two or more documents.

• (c) Except in the case of a proper ASTC transfer, a transferor of Notes remains the owner of the Notes transferred until the transfer is registered and the name of the transferee is entered in the Register in respect of the Notes, and the transferee of Notes on being entered in the Register shall have all the rights and obligations which the transferor had and all the rights and obligations of a Noteholder under this deed.

• (d) Subject to the Listing Rules and the Conditions, the Directors of the Issuer may in their absolute discretion refuse to register:

• (i) any transfer that is not in accordance with the Conditions; or

• (ii) any transfer of a Note in favour of a person who is known to the Issuer to be a minor or of unsound mind, but the Issuer will not be bound to enquire as to the age or soundness of mind of any transferee.

The Directors shall not be bound to give any reason for refusing to register any transfer and their decision shall be final, conclusive and binding.

• (e) No instrument of transfer will be registered by the Issuer during any period when the Register is closed.

• (f)

• The Issuer must:

• (i) register all valid, registrable transfer forms (if any) and transfers (if any); and

• (ii) mark or note transfer forms (if any),

without charge.

• (g) Any power of attorney granted by a Noteholder may be lodged, produced or exhibited to the Issuer or any of its officers and will, as between the Issuer and the Noteholder who granted the power of attorney:

• (i) be taken and deemed to continue and will remain in full force and effect; and

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(ii) may be acted upon,

unless express notice in writing of its revocation or of the death of the Noteholder who granted it is lodged with the Issuer.

• (h) All instruments of transfer which are registered or surrendered to the Issuer will remain the property of the Issuer and will be retained by it for a period of 3 years or such minimum period or in such alternative form as may be permitted by law after receipt. However, any instrument of transfer which the Issuer declines to register will (except in the case of fraud or suspected fraud) be returned on demand to the person depositing the instrument.

13.4 Number of transferees

No transfer of a Note may be made to more than 3 transferees jointly unless the transferees are the legal personal representatives or trustees of a deceased Noteholder.

14. Form and Title

14.1 Constitution under this deed

The Notes are constituted by, and owing under, this deed. Each entry in the Register constitutes a separate and individual acknowledgement to the relevant Noteholder of its entitlement to the Notes.

14.2 Register conclusive of title

Entries in the Register in relation to a Note constitute conclusive evidence that the person so entered is the registered holder of the Note, subject to rectification for fraud or manifest error.

14.3 Certificates

No certificate or other evidence of title will be issued by or on behalf of the Issuer to evidence title to a Note unless the Issuer determines that certificates should be made available or it is required to do so pursuant to any applicable law or regulation.

15. Indemnity to the Issuer

• (a) Whenever in consequence of:

• (i) the death of a Noteholder;

• (ii) the non-payment of any income Tax or other Tax payable by a Noteholder; (iii) the non-payment of any stamp or other duty by the legal personal representatives of a Noteholder or his estate; or

• (iv) any other act or thing in relation to a Note or a Noteholder;

any law for the time being of any other country or place, in respect of that Note, imposes or purports to impose any liability of any nature whatever on the Issuer to make any payments to any Government Agency, the Issuer will in respect of that liability be indemnified by that Noteholder and the Noteholder’s legal personal representatives and any monies paid by the Issuer in respect of that liability may be recovered by action from that Noteholder and/or the Noteholder’s legal personal representatives as a debt due to the Issuer and the Issuer will have a lien in

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respect of those monies upon the Notes held by that Noteholder or his legal personal representatives and upon the principal and interest payable in respect thereof.

• (b) Nothing in this Condition 15 will prejudice or affect any right or remedy which any such law may confer or purport to confer on the Issuer.

16. Deceased or Insolvent Noteholders

The legal personal representatives of a deceased Noteholder (not being one of joint Noteholders) will be the only persons recognised by the Issuer as having any title to that Noteholder’s Notes. Any person becoming entitled to Notes in consequence of the death or liquidation of any Noteholder may, on producing such evidence of that person’s title as the Directors think sufficient, be registered as the holder of the Notes or, subject to the preceding Conditions as to transfer, may transfer those Notes. The Directors will be at liberty to retain the principal and interest and any other monies payable in respect of any Notes which any person under this Condition is entitled to or to transfer until such person is registered or has duly transferred the Notes in accordance with these Conditions.

17. Unmarketable Parcels

• (a) The Issuer may redeem any Notes held by a Noteholder which are an Unmarketable Parcel on one occasion in any 12 month period.

• (b) The Issuer must notify the Noteholder in writing of its intention to redeem the Notes under this Condition 17.

• (c) The Issuer will not redeem the relevant Notes:

• (i) before the expiry of 6 weeks from the date of the notice given under paragraph (b); or

• (ii) if within the 6 weeks allowed by paragraph (c)(i) the Noteholder advises the Issuer that the Noteholder wishes to retain the Notes.

18. Reset of Certain Terms

18.1 Reset

In respect of any Notes remaining on issue and not converted or redeemed on a Reset Date, the Issuer may determine in accordance with Condition 18.2:

• (a) a change to the Interest Rate that will apply from (and including) the relevant Reset Date to (but excluding) the next Reset Date;

• (b) the next Reset Date (if any); and

• (c) a change to the Conversion Rate that will apply pursuant to Condition 5.4 from (but excluding) the relevant Reset Date, provided that the Conversion Rate does not exceed four Ordinary Shares for every Note converted.

18.2 Notice of Reset

Any determination made in accordance with Condition 18.1 is effective only if notice of that determination is given to Noteholders and the Trustee at least 30 Business Days prior to the relevant Reset Date.

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18.3 Failure to give Reset notice

If the Issuer does not give notice in accordance with Condition 18.1, it will be deemed for the purpose of these Conditions to have given notice that the Interest Rate and Conversion Rate are to remain unchanged until the next Reset Date and that the next Reset Date will be the day that is the third anniversary of the current Reset Date (unless that day is after the Maturity Date, in which case no further Reset Date shall be deemed to have been nominated).

19. Notices

19.1 Service of notices

Without limiting anything else in the Conditions, a notice may be given by Antares the Issuer to any Noteholder, or in the case of joint Noteholders to the Noteholder whose name appears first in the Register, personally, by leaving it at the Noteholder's registered address or, in any case, by other electronic means determined by the Board of Directors of Antares. If the notice is signed, the signature may be original or printed.

A notice given by a Noteholder to Antares must:

• (a) be in writing; and

• (b) be left at, or sent by prepaid post (airmail if posted from a place outside Australia) to the address last notified by the Issuer, or sent by facsimile to the fax number last notified by the Issuer.

19.2 When notice considered to be received

Any notice is taken to be received:

• (a) if served personally or left at the intended recipient's address, when delivered;

• (b) if sent by post, on the third day (or, if posted to or from a place outside Australia, sixth day) after the envelope containing the notice is posted; and

• (c) if sent by facsimile or other electronic transmission, on production of a report by the machine or other system by which the transmission is being sent indicating that the transmission has been made in its entirety to the correct fax number or other transmission address and without error.

19.3 Notice to transferor binds transferee

Every person who, by operation of law, transfer or any other means, becomes entitled to be registered as the holder of any Notes is bound by every notice which, prior to the person's name and address being entered in the Register in respect of the Notes, was properly given to the person from whom the person derived title to those Notes.

19.4 Service on deceased Noteholders

A notice served in accordance with this Condition 19 is (despite the fact that the Noteholder is then dead and whether or not the Issuer has notice of the Noteholder's death) considered to have been properly served in respect of any Notes, whether held solely or jointly with other person by the Noteholder, until some other person is registered in the Noteholder's place as the Noteholder or joint Noteholder. The service is sufficient service of the notice or document on the Noteholder's personal representative and any persons jointly interested with the Noteholder in the Notes.

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Schedule 1

Conversion Notice

To: Antares Energy Limited

ACN 009 230 835 (‘the Issuer’)

I/We being a Noteholder in relation to the Notes referred to below issued pursuant to the Conditions under the Note Trust Deed give notice in accordance with Condition 5 that I/we require the Issuer to redeem the whole of the Principal Amount of that number of Notes detailed below in accordance with Condition 5 and apply the proceeds of redemption towards the subscription for that number ordinary shares in the Issuer as determined by Condition 5.4, subject to any adjustment in accordance with Condition 5.5 and Condition 18.

Notes to be redeemed

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----- Start of picture text -----

Name of Noteholder Number of Notes HIN/ SRN
DATED the day of 20__
_________
----- End of picture text -----*

• *If the Noteholder is a company, this notice must be signed in accordance with section 127 of the Corporations Act.

• **A Noteholder may convert at least 500 Notes and in integral multiples of 500 Notes.

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Schedule 2

Redemption Notice

To: Antares Energy Limited

ACN 009 230 835

(‘the Issuer’)

I/We being a Noteholder in relation to the Notes referred to below issued pursuant to the Conditions under the Note Trust Deed give notice in accordance with Condition 4.3 that I/we require the Issuer to redeem the whole of the Principal Amount of that number of Notes detailed below on the next Reset Date in accordance with Condition 4.3.

Notes to be redeemed

Name of Noteholder Number of Notes HIN/ SRN

DATED the day of 20__

_________*

• *If the Noteholder is a company, this notice must be signed in accordance with section 127 of the Corporations Act.

• **A Noteholder may redeem at least 500 Notes and in integral multiples of 500 Notes.

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PROXY FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

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ANTARES ENERGY LIMITED

REGISTERED OFFICE:

ACN 009 230 835

63 Hay Street SUBIACO WA 6008

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SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

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Code: AZZ Holder Number:

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

OR

The meeting Chairperson The name of the person you are appointing (mark with an "X") (if this person is someone other than the Chairperson of the meeting).

or failing the person named, or if no person is named, the Chairperson of the Meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the General Meeting of the Company to be held at 2.00pm (WST) on Wednesday, 22 January 2014 at the Parmelia Hilton Perth, 14 Mill Street, Perth, Western Australia and at any adjournment of that meeting.

SECTION B: Voting Directions to your Proxy

Please mark "X" in the box to indicate your voting directions to your Proxy.

Resolution

1. Ratification of Issue of Convertible Notes

2. Ratification of Amendment to Convertible Note Trust Deed

3. Approval for Sale of Assets in the Company

For Against Abstain*

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If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

• If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SECTION C: Please Sign Below

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Security Holder Security Holder 2 Security Holder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary

Proxies must be received by Security Transfer Registrars Pty Ltd no later than 2.00pm WST on Monday , 20 JANUARY 2014.

ONLINE PROXY SERVICE

You can lodge your proxy online at www.securitytransfer.com.au

• Online Proxy ID:

• 1. Log into the Investor Centre using your holding details.

• Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area.

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8965256966

AZZ

1

1

My/Our contact details in case of enquiries are:

NAME

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TELEPHONE NUMBER ( )

NOTES

1. Name and Address

This is the name and address on the Share Register of Antares Energy Limited. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Appointment of a Proxy

If you wish to appoint the Chairperson of the Meeting as your Proxy please mark "X" in the box in Section A. Please also refer to Section B of this proxy form and ensure you mark the box in that section if you wish to appoint the Chairperson as your Proxy.

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a Shareholder of Antares Energy Limited .

3. Directing your Proxy how to vote

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. Appointment of a Second Proxy

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by telephoning the Company's share registry +61 8 9315 2333 or you may photocopy this form.

5. Signing Instructions Individual: where the holding is in one name, the Shareholder must sign.

Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. Lodgement of Proxy

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than 2.00pm WST on Monday 20th January 2014, being 48 hours before the time for holding the meeting. Any Proxy form received after that time will not be valid for the scheduled meeting.

Security Transfer Registrars Pty Ltd PO BOX 535 Applecross, Western Australia 6953

To appoint a second Proxy you must:

• (a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and

• (b) Return both forms in the same envelope.

Street Address: Alexandrea House, Suite 1 770 Canning Highway Applecross, Western Australia 6153

Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au Online www.securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

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7615256967