BREAKTHROUGH MINERALS LIMITED — AGM Information 2014

Sep 28, 2014

INTRA ENERGY CORPORATION LIMITED

ABN 65 124 408 751

Notice of Annual General Meeting

This is an important document. Please read it carefully.

If you are unable to attend the Annual General Meeting, please complete the Proxy Form enclosed and return it in accordance with the instructions set out on that form.

Notice of Meeting | Page 1

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The Annual General Meeting of the Company will be held at the offices of KPMG

Level 15, 10 Shelley Street, Sydney NSW 2000

at 11 am (Sydney time) on Thursday, 30 October 2014 .

Time and Place of Meeting and How to Vote

Venue

The Annual General Meeting of Shareholders of the Company will be held at:

Level 15, 10 Shelley Street Sydney NSW 2000	Commencing 11 am (Sydney time) on Thursday, 30 October 2014

How to Vote

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

Voting in Person

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

Voting by Proxy

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

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

• send the Proxy Form by facsimile to the Company’s Share Registry, Link Market Services Limited on facsimile number + 61 2 9287 0309; or

• post to the Company’s Share Registry, Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235; or

• deliver the Proxy Form to the Company’s Share Registry, Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000; or

• online - www.linkmarketservices.com.au. Select ‘Investor Login’ and enter the holding details as shown on the Proxy Form. Select the ‘Voting’ tab and then follow the prompts. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website.

so that it is received not later than 11 am (Sydney time) on 28 October 2014.

Your Proxy Form is enclosed.

Notice of Meeting | Page 2

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INTRA ENERGY CORPORATION LIMITED

ABN 65 124 408 751

NOTICE OF 2013 ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 11 am (Sydney time) on Thursday, 30 October 2014 at the offices of KPMG at Level 15, 10 Shelley Street, Sydney NSW 2000.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

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 of the Company at 7 pm (Sydney time) on 28 October 2014.

AGENDA

CONSIDERATION OF REPORTS

To receive and consider the Financial Report together with the Directors’ Report and the Independent Auditor’s Report for the Company and its controlled entities for the year ending 30 June 2014.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass the following resolution as a non-binding resolution:

"That the Company approves the adoption of the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 30 June 2014".

RESOLUTION 2 – RETIREMENT BY ROTATION AND RE-ELECTION OF DIRECTOR – MR DAVID MASON

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

" That, Mr David Mason, who retires by way of rotation pursuant to clause 13.2 of the Company’s Constitution and being eligible, is re-elected as a Director of the Company”.

RESOLUTION 3 – RETIREMENT BY ROTATION AND RE-ELECTION OF DIRECTOR – MR JONATHAN WARRAND

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

" That, Mr Jonathan Warrand, who retires by way of rotation pursuant to clause 13.2 of the Company’s Constitution and being eligible, is re-elected as a Director of the Company”.

RESOLUTION 4 – APPROVAL OF SHARE AND OPTION ISSUE FOR PURPOSES OF ASX LISTING RULE 7.4

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and issue of 27,777,778 Shares and 11,111,107 Options on the terms set out in the Explanatory Statement.”

RESOLUTION 5 – APPROVAL OF THE ISSUE OF SHARES AND OPTIONS TO ASPAC MINING LTD, FARJOY PTY LTD, COBBLYN INVESTMENTS PTY LTD, D&H MASON INVESTMENTS PTY LTD AND LUJETA PTY LTD

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue of a total of 24,074,074 Placement Shares and 9,629,628 Options to Aspac Mining Ltd (and/or its nominees), Farjoy Pty Ltd (and/or its nominees), Cobblyn Investments Pty Ltd (and/or its nominees), D & H Mason Investments Pty Ltd (and/or its nominees) and Lujeta Pty Ltd (and/or its nominees) on the terms set out in the Explanatory Statement be approved” .

RESOLUTION 6 - APPROVAL OF THE ISSUE OF EQUITY SECURITIES FOR THE PURPOSE OF ASX LISTING RULE 7.1A

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That for the purposes of Listing Rule 7.1A and for all other purposes, the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the prescribed formula in Listing Rule 7.1A.2, be approved on the terms set out in the Explanatory Statement."

RESOLUTION 7 – APPROVAL OF THE ISSUE OF SHARE PURCHASE PLAN SHORTFALL SHARES AND OPTIONS TO COBBLYN INVESTMENTS PTY LTD

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue of up to a total of 3,703,704 Share Purchase Plan Shortfall Shares and up to a total of 1,481,482 Shortfall Options to Cobblyn Investments Pty Ltd (and/or its nominees) on the terms set out in the Explanatory Statement be approved” .

RESOLUTION 8 – APPROVAL OF THE ISSUE OF OPTIONS TO RELATED PARTIES

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue of up to a total of 125,919 Options to Related Parties on the terms set out in the Explanatory Statement be approved” .

VOTING EXCLUSION STATEMENT

The following voting exclusion statement applies to the Resolutions under the Listing Rules or, where applicable, the provisions of the Corporations Act, to the following persons (“ Excluded Persons ”). The Company will disregard any votes on the following Resolutions cast by the following Excluded Persons and Associates of those persons:

Resolution No.	Title	Excluded Persons
1	Adoption of Remuneration Report	A member of the Key Management Personnel (“KMP”), or a Closely Related Party of the KMP, whose remuneration details are included in the Remuneration Report for the year ended 30 June 2014.
4	Approval for Share and Option issue for the purpose of ASX Listing Rule 7.4	A person who participated in the issue.
5	Approval of the issue of Shares and Options to Aspac Mining Ltd, Farjoy Pty Ltd, Cobblyn Investments Pty Ltd, D&H Mason Investments Pty Ltd and Lujeta Investments Pty Ltd.	A person who is to receive securities in relation to the issue.
6	Approval of issue of Equity Securities for the purpose of ASX Listing Rule 7.1A	A person (and any associates of such person) who may participate in the 10% Placement Capacity 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.
7	Approval of issue of Share Purchase Plan Shortfall Shares and Options to Cobblyn Investments Pty Ltd	Cobblyn Investments Pty Ltd and any associate of that person.
8	Approval of issue of Options to Related Parties	A person who is to receive securities in relation to the issue.

However, the Company will not disregard a vote in relation to Resolutions 1, 4, 5, 6, 7, and 8 if it is cast by:

1. a person as a proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

2. the Chairman of the meeting as a proxy for a person who is entitled to vote in accordance with directions on the proxy form to vote as the proxy decides.

A vote may be cast on Resolution 1 by a KMP or a Closely Related Party of a KMP if:

1. the KMP is acting as proxy and the Proxy Form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on these Resolutions as described above; or

2. the KMP is the Chairman voting an undirected proxy which expressly authorises the Chairman to vote the proxy on a resolution connected with the remuneration of a member of the KMP.

VOTING BY PROXY

The Corporations Act now places certain restrictions on the ability of KMP and their Closely Related Parties to vote on resolutions connected directly or indirectly with the remuneration of the Company’s KMP.

For those reasons, Shareholders who intend to vote by proxy should carefully consider the identity of their proxy and consider appointing someone other than one of the Company’s KMP, as such proxies may not be able to vote undirected proxies.

If you appoint the Chairman as your proxy by marking the box in STEP 1 on the Proxy Form then you are providing express authorisation for the Chairman to vote on all resolutions in accordance with his intentions as set out in this

Notice and the Proxy From (except where you have indicated a different voting intention by marking the voting boxes in STEP 2 on the Proxy Form).

This express authorisation acknowledges that the Chairman may exercise your proxy to vote in favour of Resolution 1 (Remuneration Report) even though the resolution is connected directly or indirectly with the remuneration of a member of KMP.

Votes cast by the Chairman on Resolution 1 other than authorised proxy holder will be disregarded because of his interest in the outcome of the Resolutions.

The Chairman intends to vote available proxies in favour of all Resolutions.

Dated this 29th Day of September 2014

By Order of the Board

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Graeme Robertson Chairman and Managing Director

Statement:

In accordance with Regulation 7.11.37 of the Corporations Act, the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the Meeting. The snapshot date is 7 pm (Sydney Time) on 28 October 2014.

ACN 124 408 751

Intra Energy Corporation Limited

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 11.00 am (Sydney time) on Thursday, 30 October 2014 at Level 15, 10 Shelley Street, Sydney NSW 2000.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

Consideration of Reports

The Corporations Act requires the Company to present its Financial Report, Directors' Report and Auditor's Report for the last financial year before the Annual General Meeting. No resolution is required for this item, but Shareholders will be given a reasonable opportunity to ask questions and to make comments on the reports and the management and performance of the Company.

The Company's Auditor will also be present at the meeting and Shareholders will be given a reasonable opportunity to ask the Auditor questions about the conduct of the audit, the preparation and content of the Auditor's Report, the accounting policies adopted by the Company and the independence of the Auditor.

The Company’s 2014 Annual Report has previously been sent where requested to Shareholders and is available on the Company’s website at www.intraenergycorp.com.au.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company ( Key Management Personnel ). The Remuneration Report is part of the Directors’ Report contained in the Annual Report of the Company for the financial year ending 30 June 2014.

The vote on the resolution for adoption of the remuneration report is advisory only and does not bind the Directors or the Company. However, under the Corporations Act , if at least 25% of the votes cast on the resolution at the annual general meeting are against adoption of the Remuneration Report, then:

• if comments are made on the remuneration report at the Annual General Meeting, the Company’s remuneration report for the financial year ending 30 June 2015 will be required to include an explanation of the Board’s proposed action in response or, if no action is proposed, the Board’s reasons for this; and

• if, at the Company’s 2015 Annual General Meeting, at least 25% of the votes cast on the resolution for adoption of the remuneration report for the 2015 financial year are against its adoption, the Company will be required to put to Shareholders a resolution proposing that a general meeting ( Spill Meeting ) be called to consider the election of Directors of the Company ( Spill Resolution ).

The Spill Meeting must be held within 90 days of the date of the 2015 Annual General Meeting. For any Spill Resolution to be passed, more than 50% of the votes cast on the resolution must be in favour of it. If a Spill Resolution is passed, all of the Directors (other than the Managing Director and any Director taking office since the Directors resolved to put the Directors’ report to that AGM) will cease to hold office immediately before the end of the Spill Meeting unless re-elected at that meeting.

An opportunity will be provided for discussion of the Remuneration Report at the meeting. In relation to the approval of the remuneration report of the Company for 2012 and 2013, more than 25% of the votes cast on that resolution were against it in each of those years. A Spill Meeting Resolution was consequently put to Shareholder at the 2013 AGM. Shareholders voted against the Spill Meeting being called.

In accordance with section 250U(c) of the Corporations Act , the Company is not required to put a Spill Meeting resolution to Shareholders at the AGM if more than 25% of Shareholders vote against Resolution 1 because a Spill Meeting resolution was considered by Shareholders (which did not pass) at the immediately preceding AGM i.e. 2013 AGM. The Chairman intends to vote all available proxies in favour of Resolution 1.

 Directors’ Recommendation

The Remuneration Report forms part of the Directors’ Report which has unanimously been adopted by resolution of the Board. The Directors recommend that Shareholders vote in favour of adopting the Remuneration Report.

RESOLUTION 2 – RETIREMENT BY ROTATION AND RE-ELECTION OF DIRECTOR – MR DAVID MASON

Pursuant to Listing Rule 14.4 and clause 13.2 of the Company’s Constitution, one-third of the Directors of the Company (rounded up to the nearest whole number) must retire each year, excluding the Managing Director. A retiring Director may then be eligible for re-election. Mr Mason retires by rotation and being eligible, seeks reelection to the Board.

Details of Mr Mason’s qualifications and experience are contained in the Company's 2014 Annual Report.

 Directors’ Recommendation

The Directors (with Mr Mason abstaining) are supportive of the re-appointment and recommend that Shareholders vote in favour of Resolution 2.

RESOLUTION 3 – RETIREMENT BY ROTATION AND RE-ELECTION OF DIRECTOR – MR JONATHAN WARRAND

Pursuant to Listing Rule 14.4 and clause 13.2 of the Company’s Constitution, one-third of the Directors of the Company (rounded up to the nearest whole number) must retire each year, excluding the Managing Director. A retiring Director may then be eligible for re-election. Mr Warrand retires by rotation and being eligible, seeks reelection to the Board.

Details of Mr Warrand’s qualifications and experience are contained in the Company's 2014 Annual Report.

 Directors’ Recommendation

The Directors (with Mr Warrand abstaining) are supportive of the re-appointment and recommend that Shareholders vote in favour of Resolution 3.

RESOLUTION 4 - APPROVAL OF SHARE AND OPTION ISSUE FOR PURPOSES OF ASX LISTING RULE 7.4

On 14 August 2014 the Company issued 27,777,778 fully paid ordinary Shares to sophisticated investors at a price of $0.027 (2.7c) per ordinary Share to raise $750,000, before transaction costs (“ Placement ”). The Placement Shares rank equally in all respects with all existing fully paid ordinary Shares in the Company.

Each investor participating in the Placement received two unlisted options for nil consideration for every five Placement shares issued (“ Options ”). The Options are exercisable at any time prior to 31 August 2015 at an exercise price of $0.05 (5c) per Option. Each option is convertible to one Share upon exercise.

Funds raised from the issue of the Placement Shares are to be used for:

• Critical spares and preventative maintenance programme to increase production capacity and to reduce mine operational risk;

• To complete the feasibility for an all-weather haul road at Tancoal;

• To support further expenditure for the development of the proposed Malawi power station; and

• Business development to secure additional customers in Eastern Africa and working capital.

Funds raised upon the exercise of the options will be used for general working capital and commercial purposes.

ASX Listing Rules

ASX Listing Rule 7.1 provides that a company must not issue or agree to issue more than 15% of its issued capital in a 12 month period without shareholder approval. ASX Listing Rule 7.4 provides that an issue of equity securities (which includes options) made without shareholder approval under Listing Rule 7.1 is treated as having been made with shareholder approval for the purpose of ASX Listing Rule 7.1 if the holders of ordinary securities subsequently approve it, and the issues did not breach ASX Listing Rule 7.1 at the time of the issue.

A total of 27,777,778 Placement Shares and 11,111,107 Options ( 15% Capacity Shares ) were issued to sophisticated investors under IEC’s Listing Rule 7.1’s 15% placement capacityIf Shareholders pass Resolution 4, this will take the Placement Shares and Options out of the Company’s 15% placement capacity under ASX Listing Rule

7.1. This will provide the Company with flexibility in capital management and allow the Company to make further security issues for working capital purposes as required.

 Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 4.

RESOLUTION 5 – APPROVAL OF THE ISSUE OF SHARES AND OPTIONS TO ASPAC MINING LTD, FARJOY PTY LTD, COBBLYN INVESTMENTS PTY LTD, D&H MASON INVESTMENTS PTY LTD AND LUJETA PTY LTD

Share Subscription Agreement

On or around 14 August 2014 the Company entered into a separate share subscription agreement (“ SSA ”) with each of the Related Parties set out below in Table 1:

Table 1

Name	Maximum number of Subscription Shares	Maximum number of Subscription Options	Subscription Amount	Controlled by
Aspac Mining Ltd	12,563, 704	5,025,481	$339,220.01	Graeme Robertson
Farjoy Pty Ltd	4,619,222	1,847,688	$124,718,99	Graeme Robertson’s father
Cobblyn Investments Pty Ltd	564,815	225,926	$15,250.01	Jonathan Warrand
D&H Mason Investments Pty Ltd	1,146,963	458,785	$30,968.00	David Mason
Lujeta Pty Ltd	5,179,370	2,071,748	$139,842.99	William Paterson
Total	24,074,074	9,629,628	$650,000

In accordance with the terms of each SSA, each Related Party in Table 1 agrees to subscribe for their respective number of shares (“ Subscription Shares ”) and options (“ Subscription Options ”) at an issue price of $0.027 per Subscription Share to raise a total of $650,000 before costs subject to Shareholder Approval of Resolution 5. The Subscription Shares will rank equally in all respects with all existing ordinary Shares in the Company. The Subscription Options are unlisted and issued for nil consideration on the basis of two Subscription Options for every five Subscription Shares, exercisable at any time prior to 31 August 2015 at an exercise price of $0.05 (5c) per Subscription Option. Each Subscription Option is convertible to one Share upon exercise.

The Related Parties are required to subscribe for their respective Subscription Shares and Subscription Options and pay their respective subscription amount (as set out in Table 1) within 2 business days of the AGM (if Resolution 5 is passed). The Company is then required to issue the applicable Subscription Shares and Subscription Options within 2 business days of receipt of payment in full for the respective Subscription Shares and Subscription Options.

The funds raised from the issue of the Subscription Shares and the exercise of the Subscription Options will be used for:

• Critical spares and preventative maintenance programme to increase production capacity and to reduce mine operational risk;

• To complete the feasibility for an all-weather haul road at Tancoal;

• To support further expenditure for the development of the proposed Malawi power station; and

• Business development to secure additional customers in Eastern Africa and working capital.

Funds raised upon the exercise of the options will be used for general working capital and commercial purposes.

ASX Listing Rule 10.11

In accordance with ASX Listing Rule 10.11, IEC cannot issue the Subscription Shares or Subscription Options to the Related Parties set out in Table 1 without Shareholders approving Resolution 5.

The issue of the Subscription Share and Subscription Options the subject of Resolution 5 is being sought for the purpose of ASX Listing Rule 10.11. Therefore approval for the purpose of ASX Listing Rule 7.1 is not required.

No Chapter 2E approval

Under section 228 of the Corporations Act an entity is a Related Party of a public company in a variety of circumstances, including where:

• (a) it controls the public company;

• (b) it is controlled by a director of the Company; or

• (c) it is controlled by a parent of a director of the public company.

The parties set out above in Table 1 are therefore each a Related Party of the Company. Under section 208 of the Corporations Act , the Company is prohibited from giving a Related Party a ‘financial benefit’ without obtaining the prior approval of the Company’s Shareholders unless one of the exceptions to this prohibition set out in the Corporations Act applies.

The issue of the Subscription Shares and Subscription Options to the Related Parties in Table 1 constitutes the giving of a financial benefit.

Section 210 of the Corporations Act provides that Shareholder approval is not needed to give a financial benefit to a Related Party that would be reasonable in the circumstances if the Company and the Related Party were dealing at arms-length, or on terms that are less favourable to the Related Party to these terms (“ Arms-Length Exception ”).

Mr Simon Harvey, an alternate Director of Director Mr Jonathan Warrand appointed on or around 10 December 2013, is the only Director who does not have a personal interest in Resolution 5. Mr Harvey considers that the issue of the Subscription Shares and Subscription Options to each of the Table 1 Related Parties falls within the Arms-Length Exception. Therefore Shareholder approval for the issue of the Subscription Shares and Subscription Options is not required for the purpose of Chapter 2E of the Corporations Act .

Mr Harvey took into account the terms of the Subscription Shares and Subscription Options compared to the terms of the Placement Shares and Placement Options to sophisticated investors, being a comparable transaction negotiated between arms-length parties in forming the view that the Arms-Length Exception applies to the issue of the Subscription Shares and Subscription Options:

 Directors’ Recommendation

The Directors, other than alternate Director Mr Simon Harvey, have an interest in Resolution 5 and therefore believe it is inappropriate to make a recommendation. Mr Harvey is in favour of the issue of the Subscription Shares and Subscription Options to Aspac Mining Ltd, Cobblyn Investments Pty Ltd, D & H Mason Investments Pty Ltd and Lujeta Pty Ltd.

RESOLUTION 6 - APPROVAL OF THE ISSUE OF EQUITY SECURITIES FOR THE PURPOSE OF ASX LISTING RULE 7.1A

Resolution 6 seeks Shareholder approval by way of special resolution for the Company to have the ability to issue Equity Securities pursuant to the 10% Placement Capacity available under ASX Listing Rule 7.1A.

Overview

Listing Rule 7.1A was introduced on 1 August 2012 and allows mid to small cap listed entities to seek Shareholder approval to issue Equity Securities equivalent to an additional 10% of the number of ordinary securities on issue by way of placements over a 12 month period ( 10% Placement Capacity ). This is in addition to the 15% permitted under listing rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less at the time of the AGM. The Company is currently an eligible entity for the purpose of Listing Rule 7.1A. The Board expects that the Company will be an eligible entity as at the date of the AGM. However if the Company is not eligible, Resolution 6 will be withdrawn.

Shareholder Approval

The ability to issue Equity Securities under Listing Rule 7.1A is subject to Shareholder approval by way of special resolution at AGM. Approval cannot be sought at any other Shareholder’s meeting and Equity Securities issued under the approval (if obtained) must be issued within 12 months after the date of the AGM.

No Equity Securities can be issued under Listing Rule 7.1A before the special resolution is passed. The issue of securities under this rule cannot be subsequently approved by security holders and then be treated as if the issue had received prior approval.

Equity Securities

Any Equity Securities issued by the Company under the 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the Company.

As at the date of the Notice the Company has only one class of Equity Securities on issue being Shares.

Formula for calculating the 10% Placement Capacity

The Company may issue Equity Securities during the 12 month period after the date of approval calculated in accordance with the following formula as contained in ASX Listing Rule 7.1A.2:

(A x D) – E

A is the number of fully paid ordinary Shares on issue 12 months before the date of issue or agreement to issue:

• plus the number of fully ordinary Shares issued in the 12 months under an exception in Listing Rule 7.2;

• plus the number of partly paid ordinary Shares that became fully paid in the 12 months;

• plus the number of fully paid ordinary Shares issued in the 12 months with approval of Shareholders under Listing Rule 7.1 or 7.4;

• less the number of fully paid ordinary Shares cancelled in the 12 months.

• D is 10%

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with approval of Shareholders under Listing Rule 7.1 or 7.4.

Additional Disclosure

For the purpose of Listing Rule 7.3A, the following information is provided in relation to the approval of the 10% Placement Capacity:

• Minimum issue price

The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities over the 15 Trading Days immediately before:

• the date on which the Equity Securities are to be issued; or

• the date on which the price of the Equity Securities is agreed, provided that the issue is then completed within 5 Business Days.

• Risk of dilution

If the Company issues Equity Securities under the 10% Placement Capacity, there is a risk that the economic and voting power of existing Shareholders will be diluted.

There is also a risk that:

• the market price for the Company’s Equity Securities may be significantly lower on the issue date than the date of approval at the AGM; and

• the Equity Securities may be issued at a price that is at a discount to the market price for those Equity Securities on the issue date.

The below table shows the risk of dilution to existing Shareholders if the Company issues Equity Securities under the 10% Placement Capacity on the basis of:

• the current market price of Shares and the current number of Shares calculated in accordance with Listing Rule 7.1A(2) variable “A”;

• a 50% decrease in the current market price of Shares and a 50% increase in the current number of Shares calculated in accordance with Listing Rule 7.1A(2) variable “A”; and

o a 100% increase in the current market price of Shares and a 100% increase in the current number of Shares calculated in accordance with Listing Rule 7.1A(2) variable “A”.

		Dilution/ Effect
		$0.014	$0.027	$0.054
Variable “A” in Listing Rule 7.1A.2
				100% increase in Issue Price
		50% decrease in Issue Price
			Issue Price
Current Variable A 29,032,493 Shares	10% Voting Dilution	29,032,493	29,032,493	29,032,493
	Funds Raised	$391,939	$783,877	$1,567,755
50% increase in current Variable A 43,548,739 Shares	10% Voting Dilution	43,548,739	43,548,739	43,548,739
	Funds Raised	$587,908	$1,175,816	$2,351,632
100% increase in current Variable A 58,064,985 Shares	10% Voting Dilution	58,064,985	58,064,985	58,064,985
	Funds Raised	$783,877	$1,567,755	$3,135,509

The table has been prepared on the following assumptions:

• The Company issues the maximum number of Equity Securities available under the 10% Placement Capacity.

• The table does not show any examples of the dilution that may be caused to a specific Shareholder based on that Shareholder’s holding at the date of the AGM.

• The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue.

• The table only shows the effect of issues under Listing Rule 7.1A and does not consider the effect of any issues under the 15% placement capacity under Listing Rule 7.1 during the 12 month period or any other issues.

• The Issue Price of the Shares is $0.027, being the closing price of the Shares on ASX on 22 September 2014.

 Final issue date

The final date that the Company can issue Equity Securities under the 10% Placement Capacity is 12 months from the date of the AGM, being 30 October 2015.

The approval under Resolution 6 will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

• Purpose of the issue

The Company may seek to issue the Equity Securities for the following purposes:

• cash consideration to be applied to the acquisition of new assets or investments, expenditure associated with the Company’s power generation and coal production operations ; or

• non-cash consideration for the acquisition of new resources, assets or investments.

If the Equity Securities are issued for non-cash consideration, the Company will release to the market a valuation of the non-cash consideration which demonstrates that the issue price of the securities complies with Listing Rule 7.1A.3.

 Allocation policy

The Company’s allocation policy for the issue of Equity Securities pursuant to the 10% Placement Capacity is largely dependent on the prevailing market conditions and the circumstances of the Company at the time of any proposed issue. The time frame over the 12 month period which the Company expects to make placements under the Resolution 6 approval therefore cannot yet be accurately determined.

As at the date of the Notice the Company has not formed an intention to issue securities under a placement pursuant to Listing Rule 7.1A to any particular party. The Company may approach existing

Shareholders, a class or group of existing Shareholders, or new investors who have not previously been Shareholders to participate in a placement of Equity Securities.

When determining to issue the 10% Placement Capacity securities the Company will have regard to a range of factors including but not limited to:

• the effect of the issue of Equity Securities on the control of the Company;

• the financial circumstances of the Company;

• whether the raising of funds could be carried out by means of a pro-rata entitlements offer or other similar issue to allow existing Shareholders to participate;

• advice from the Company’s corporate, financial and professional advisors;

• whether a placement of Equity Securities to a vendor(s) as non-cash consideration for the acquisition of new resources, assets or investments is the best alternative for the Company.

Previous approval

For the purpose of Listing Rule 7.3A.6 the following information is provided.

The Company obtained Shareholder approval for the 10% Placement Capacity at its 2013 annual general meeting.

During the 12 months prior to the date of this Notice, the Company issued 55,582,347 Equity Securities representing 20.2% of the total number of Equity Securities on issue 12 months ago. None of the Equity Securities were issued under the Additional Placement Capacity. The details of the Equity Securities issued are as follows:

Number of Equity Securities Issued	Class of Equity Securities Issued	Name of Person to Whom Equity Securities were Issued to	Issue Price	Cash Consideration	Discount
2,454,000¹	Ordinary Shares²	Various shareholders	10 cents	$254,000	9%
12,858,433¹	Ordinary Shares²	Various shareholders and Related Parties	10 cents	$1,285,843	9%
27,777,778⁵	Ordinary Shares²	Various shareholders	2.7 cents	$750,000	Nil
11,111,107⁵	Unlisted Options	Various shareholders	Nil	Nil	Nil
1,381,0253	Performance Rights⁴	Executive Directors and Heads of Business of Intra Energy	Nil	Nil	Nil
Total: 55,582,347				Total: $2,289,843

¹ Shares were issued pursuant to an IEC Share Purchase Plan (“ SPP ”) to raise approximately $3.1 million announced on 28 November 2013. The SPP entitled eligible shareholders of the Company, irrespective of the size of their shareholding, to purchase up to $15,000 worth of shares in the Company at $0.10 (10 cents) per ordinary share, with a minimum subscription of $500.

The SPP was partially underwritten by Aspac Mining Limited, Farjoy Pty Limited, Cobblyn Investments Pty Ltd, D & H Mason Investments Pty Ltd, Rothstein Pty Ltd and Lujeta Pty Ltd, subject to shareholder approval which was granted on 22 January 2014.

IEC used the funds raised in the SPP to purchase mining equipment at the Tancoal and Nkhachira mines to improve continuous supply of coal and reach mine capacity, supply chain and logistics initiatives and further exploration.

² Ordinary Shares are fully paid ordinary shares in the capital of the Company with full entitlements to participate in dividends and to vote in meetings.

³ Performance Rights were issued in January 2014 for no consideration to Executive Directors and Senior Management of the Company in lieu of a reduction of base salary over a six-month period 1 January – 30 June 2014.

⁴ Performance rights are granted pursuant to the Intra Energy Performance Rights and Option Plan, which was approved by Shareholders at the 2012 Annual General Meeting. Each Performance Right entitles the holder to acquire one Share upon exercise of the Performance Right. No amounts are payable on the grant or exercise of Performance Rights. Performance Rights will only vest if the relevant performance conditions are met. Performance Rights carry no dividend or voting rights.

⁵. On 18 August 2014 the Company issued 27,777,778 fully paid ordinary Shares to sophisticated investors at a price of $0.027 (2.7c) per ordinary Share to raise $750,000, before transaction costs Each investor participating in the Placement received two unlisted options for nil consideration for every five Placement shares issued (“ Options ”). The Options are exercisable at any time prior to 31 August 2015 at an exercise price of $0.05 (5c) per Option. Each option is convertible to one Share upon exercise.

Voting exclusion statement

A voting exclusion statement is set out on page 4 of this Notice.

As at the date of this Notice, the Company does not yet know, nor has it formed an intention in relation to how it will decide, which parties it may approach to participate in any issue that may ultimately be made. Therefore, no Shareholders will be excluded from voting on Resolution 6 as no Shareholder has an interest in the outcome of the Resolution that is potentially different from that of any other Shareholder.

 Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of the 10% Placement Capacity.

RESOLUTION 7– APPROVAL FOR THE ISSUE OF SHARE PURCHASE PLAN SHORTFALL SHARES AND OPTIONS TO COBBLYN INVESTMENTS PTY LTD

Resolution 7 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of Share Purchase Plan Shortfall Shares and Shortfall Options to Cobblyn Investments Pty Ltd (“ Cobblyn ”).

Background

On 29 September 2014, the Company announced its proposal to undertake a Share Purchase Plan ( SPP ) pursuant to which eligible Shareholders can subscribe for up to $500 worth of ordinary Shares at an issue price of $0.027 per Share to raise up to $0.5 million. The Company is also offering eligible Shareholders two unlisted Options for every five Shares subscribed for under the SPP. Each Option is convertible to one ordinary Share in IEC at an exercise price of $0.05 per Option. The Company entered into an underwriting agreement with Cobblyn (“ Related Party Underwriter ”) to partially underwrite the offer under the SPP. Cobblyn is a Closely Related Party of the Company and accordingly the proposed issue of Shortfall Shares and Shortfall Options to it is subject to Shareholder approval. The Company has entered into an underwriting agreement with the Related Party Underwriter on the terms described below.

Underwriting Agreement

Under the terms of the underwriting agreement, the Related Party Underwriter will underwrite up to a total of 20% of the Shortfall Shares.

Subject to Shareholder approval of Resolution 7, Cobblyn will be required to subscribe or procure subscriptions for its proportion of the Shortfall Shares and Shortfall Options within two days of the General Meeting. The underwriting fee payable to Cobblyn will be 3% of the value of the amount underwritten which the directors estimate to be no more than $3,000. The Company intends to pay all underwriting costs and expenses incurred in connection with underwriting the SPP offer, subject to prior approval being obtained by the Related Party Underwriter for material expenses. The Company also intends to indemnify the Related Party Underwriter for any liability arising out of the underwriting agreement except where such liability arises due to the willful default, negligence, breach of contract or breach of statutory duty by the Related Party Underwriter.

As part of the underwriting agreement, the Company will be required to comply with all of its legal obligations with respect to the conduct of the SPP, including under the Corporations Act , ASX Listing Rules, its Constitution and all applicable class order relief. The Company will also be required to comply with the agreed timetable for the offer under the SPP.

In entering into the underwriting agreement, the Company has made a number of customary representations and warranties to the Related Party Underwriter regarding compliance with legal and financial reporting obligations and accuracy of information which it has provided to the Related Party Underwriter.

The Related Party Underwriter will be entitled to terminate the underwriting agreement if the Company breaches any of its representations and warranties to the Related Party Underwriter, withdraws the SPP or changes the timetable with respect to the SPP without the approval of the Related Party Underwriter or the ASX does not grant unconditional approval (or satisfactory conditional approval) for quotation of the shares offered in the SPP. In addition, the Related Party Underwriter may also terminate the agreement if the Company commits an act of insolvency, has a judgment entered against it for a sum exceeding $100,000 or litigation is commenced against it

which may result in a judgment against it for that amount or more. In relation to market conditions, the Related Party Underwriter may terminate the underwriting agreement if:

• there is a suspension or material limitation in trading generally on ASX;

• in the bona fide judgment of the Related Party Underwriters, the Australian equity capital market conditions or ASX trading conditions are such that they are not conducive to the successful completion of the SPP or events beyond the control of the Related Party Underwriters are so material and adverse so as to make it impracticable or inadvisable to proceed with the offer in the manner contemplated; or

• there is a suspension in trading of the Company’s shares for more than 24 hours (without the Underwriters’ consent) or ASX delists the Company.

Listing Rule 7.1

Listing Rule 7.1 generally provides that a Company may not issue equity securities if those equity securities will, in themselves or when aggregated with the equity securities issued by the Company during the previous 12 months, exceed 15% of the number of equity securities on issue at the commencement of that 12 month period unless the issue falls within one of the nominated exceptions set out in Listing Rule 7.2 or the approval of the Shareholders of the Company in general meeting is obtained. Listing Rule 7.1 approval is not required under Exception 14 of Listing Rule 7.2 if Shareholder approval for the issue is obtained under Listing Rule 10.11.

Listing Rule 10.11

Cobblyn is a Related Party of the Company. Therefore Shareholder approval is required under ASX Listing Rule 10.11 for the issue of Shortfall Shares and Shortfall Options to Cobblyn.

Specific information required by ASX Listing Rule 10.13

Listing Rule 10.13 requires that the following information is provided to Shareholders for the purpose of obtaining Shareholder approval for the proposed issue of Shortfall Shares and Shortfall Options to Cobblyn

• The maximum numbers of Shortfall Shares and Shortfall Options to be issued Cobblyn is set out in the following table. The Shortfall Shares and Shortfall Options are to be issued at the same price as the SPP offer Shares, being $0.027 each, and will rank equally in all respects with the fully paid ordinary Shares of the Company as quoted on the ASX. The Shortfall Options will be issued for nil consideration (as per the SPP offer) on the basis of two Shortfall Options for every five Shortfall Shares taken up by the Underwriters:

Underwriters:
Related party	Maximum Number of Shortfall Shares	Maximum number of Shortfall Options
Cobblyn Investments Pty Ltd	3,703,704	1,481,482

• Subject to Shareholder approval, the Shortfall Shares and Shortfall Options will be issued to Cobblyn within 1 month after the date of the AGM.

• Cobblyn is a Related Party of the Company by virtue of being controlled by Company Director Jonathan Warrand.

• The funds raised from any issue of Shortfall Shares and the exercise of Shortfall Options will be used for the working capital requirements of IEC and commercial requirements.

• A voting exclusion statement is included in the Notice.

• Other than the information above and otherwise in this Explanatory Statement, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolution 7.

No Chapter 2E Approval

The non-related parties Directors Messrs Robertson, Mason and Paterson have considered the proposed issue of any Shortfall Shares and Shortfall Options and have formed the view that the issue of those Shares and Options to Cobblyn is reasonable in the circumstances if the Company and Cobblyn were dealing at arms’ length. In forming this view, Messrs Robertson, Mason and Paterson have considered a number of factors including:

• how the terms of the underwriting compare with those of comparable transactions between parties dealing on an arm’s length basis in similar circumstances;

• the nature and content of the bargaining process;

• the impact of the underwriting on the Company; and

• guidance in ASIC Regulatory Guide 76: Related Party Transactions.

Therefore the exception to obtain member approval set out in section 210 of the Corporations Act applies, and the Company is not required to seek Shareholder approval of Resolutions 7 for the purpose of Chapter 2E of the Corporations Act.

 Directors’ Recommendation

Mr Warrand has an interest in Resolution 7 and therefore believes it is inappropriate to make a recommendation. Messrs Robertson, Mason and Paterson are in favour of the issue of Shortfall Shares and Shortfall Options to Cobblyn under the terms of the underwriting agreement.

RESOLUTION 8 – APPROVAL FOR THE ISSUE OF OPTIONS TO RELATED PARTIES

Resolution 8 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of Options to the Related Parties set out in Table 2 below.

Background

On 29 September 2014, the Company announced its proposal to undertake a Share Purchase Plan ( SPP ) pursuant to which eligible Shareholders can subscribe for up to $500 worth of ordinary Shares at an issue price of $0.027 per Share to raise up to $0.5 million. Each eligible Shareholder who participates in the SPP Offer will also receive 2 unlisted Options issued for nil consideration for every 5 SPP Shares subscribed for under the SPP Offer. Each Option is convertible to one Share in the Company at an exercise price of $0.05 per Option.

Listing Rule 10.11

Under ASX Listing Rule 10.11, entities are required to obtain the prior approval of security holders for an issue of equity securities to Related Parties. This rule is directed at preventing Related Parties from obtaining securities on advantageous terms and increasing their holding proportionate to the holdings of other security holders, without the prior consent of the ordinary security holders. A number of exceptions from the requirement for prior security holder approval are permitted under ASX Listing Rule 10.12, including where securities are issued under a securities purchase plan.

ASIC Class Order 09/425 (“ Class Oder ”) contemplates the issue of shares under a share purchase plan. Exception 8 of ASX Listing Rule 10.12 exempts Related Party participation in share purchase plans from the requirement for prior ordinary security holder approval without the issue of a disclosure document, in accordance with the relief granted by ASIC in the Class Order. The exception allows this as it is a type of issue that offers participation to all existing security holders in a way that while not prorate, is made on equal terms and is considered to be fair to them.

The Class Order does not apply to the Option Offer and the Company is therefore making the offer pursuant to an Offer Information Statement. Exception 8 of ASX Listing Rule 10.12 (permitting Related Party participation in the share purchase plan offer without prior shareholder approval) therefore does not apply to the Option Offer.

The Company is therefore seeking Shareholder approval for the Related Parties set out in Table 2 below who subscribe for Shares under the SPP Offer to be issued with Options under the Option Offer on the same terms offered to all Shareholders.

Listing Rule 7.1

Listing Rule 7.1 generally provides that a Company may not issue equity securities if those equity securities will, in themselves or when aggregated with the equity securities issued by the Company during the previous 12 months, exceed 15% of the number of equity securities on issue at the commencement of that 12 month period unless the issue falls within one of the nominated exceptions set out in Listing Rule 7.2 or the approval of the Shareholders of the Company in general meeting is obtained. Listing Rule 7.1 approval is not required under Exception 14 of Listing Rule 7.2 if Shareholder approval for the issue is obtained under Listing Rule 10.11.

Specific information required by ASX Listing Rule 10.13

Listing Rule 10.13 requires that the following information is provided to Shareholders for the purpose of obtaining Shareholder approval for the proposed issue of Options to the Related Parties set out in Table 2 below.

• The maximum numbers of Options to be issued to the Related Parties the subject of Resolution 8 is set out in Table 2 below. Options under the Option Offer are to be issued to all eligible Shareholders who participate in the SPP Offer for nil consideration.

Table 2

Table 2
Related Party	Maximum number of Options	Related Party relationship
Graeme Robertson	7,407	Director
Aspac MiningLtd	7,407	Controlled byGraeme Robertson
Farjoy Pty Ltd	7,407	Controlled by Graeme Robertson’s father
Ellen Teja	7,407	Graeme Robertson’s spouse.
Natalie Komala Robertson	7,407	Graeme Robertson’s daughter
Mark Frank Robertson	7,407	Graeme Robertson’s son
David Graeme Robertson	7,407	Graeme Robertson’s son
Sharon Teja Robertson	7,407	Graeme Robertson’s daughter
D&H Mason Investments PtyLtd	7,407	Controlled byDirector David Mason
Rothstein PtyLtd	7,407	Controlled byDavid Mason
Faircrown CompanyLtd	7,407	Controlled byDavid Mason
Gabrielle Mason	7,407	David Mason’s daughter
Edward(Jonathan)Warrand	7,407	Director
Cobblyn Investments PtyLtd	7,407	Controlled byJonathan Warrand
Lisa Ann Wagg	7,407	Jonathan Warrand’s spouse
Lujeta Pty Ltd	7,407	Controlled by Director William Paterson
Simon Harvey	7,407	Alternate Director
TOTAL	125,919

• Subject to Shareholder approval, the Options will be issued to the Related Parties set out in Table 2 within 1 month after the date of the AGM.

• The funds raised from any exercise of Options are to be used for general working capital and commercial purposes.

• A voting exclusion statement is included in the Notice.

• Other than the information above and otherwise in this Explanatory Statement, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolution 8.

No Chapter 2E Approval

The Directors have considered the proposed issue of the Options the subject of Resolution 8 and have formed the view that the issue of those Options to the Related Parties set out in Table 2 is reasonable in the circumstances if the Company and those Related Parties were dealing at arms’ length. In forming this view, the Directors have considered a number of factors including:

• the terms of the Offer Options proposed to be issued to the Related Parties is identical to the terms of the Option Offer to all Shareholders in IEC;

• the impact of the proposed issue on the Company; and

• guidance in ASIC Regulatory Guide 76: Related Party Transactions.

Therefore the exception to obtain member approval set out in section 210 of the Corporations Act applies, and the Company is not required to seek Shareholder approval of Resolutions 8 for the purpose of Chapter 2E of the Corporations Act.

 Directors’ Recommendation

All of the Directors have an interest in the outcome of Resolution 8 and therefore believe that is in not appropriate to make a recommendation to Shareholders on how to vote on Resolution 8.

INTRA ENERGY CORPORATION LIMITED

ABN 65 124 408 751

Instructions for Completing ‘Appointment of Proxy’ Form

1. A member entitled to attend and vote at an Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, each 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.

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

3. 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:

4. 3.1. 2 Directors of the company;

5. 3.2. a Director and a company secretary of the company; or

6. 3.3. 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 signs the document or witnesses the affixing of a common seal and who is the sole Director and sole company secretary of the company must state that next to his or her signature.

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

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

3. You can direct your proxy how to vote on each Resolution by completing STEP 2 on the Proxy Form.

4. If you appoint the Chairman as your proxy by marking the box in STEP 1 on the Proxy Form then you are providing express authorisation for the Chairman to vote on Resolution 1 in accordance with his intentions as set out in this Notice and the Proxy From (except where you have indicated a different voting intention by marking the voting boxes in STEP 2 on the Proxy Form).

This express authorisation acknowledges that the Chairman may exercise your proxy in relation to Resolution 1 (if required) even though these Resolutions are all connected with remuneration of a member of KMP.

Votes cast by the Chairman on Resolution 1 (if required) other than authorised proxy holder will be disregarded because of his interest in the outcome of Resolutions.

The Chairman intends to vote available proxies in favour of Resolutions 1, 4, 5, 6, 7 and 8.

1. If you do not mark the box at STEP 1 on the Proxy Form and you do not direct the Chairman how to vote on Resolution 1 at STEP 2, the Chairman will not cast any votes in respect of those Resolutions that rise from undirected proxies. If you appoint a KMP other than the Chairman at STEP 1 , and do not complete STEP 2 , your vote will not be counted in respect of Resolution 1.

2. To vote by proxy, please complete and sign the Proxy Form enclosed and send:

3. 9.1. by post to Level 12, 680 George Street, Sydney NSW 2000; or

4. 9.2. by facsimile to: (02) 9287 0309 (within Australia) or +61 2 9287 0309 (outside Australia)

so that it is received not later than 11.00 am (Sydney Time) on 28 October 2014.

Proxy Forms received later than this time will be invalid.

GLOSSARY

In this Notice of Meeting:

$ means Australian Dollars.

AGM , General Meeting or Meeting means the annual general meeting of Shareholders convened for the purposes of considering the Resolutions.

Annual Report means the Directors Report, the Financial Report and the Auditors Report in respect to the financial year ended 30 June 2014.

ASIC means the Australian Securities and Investments Commission.

Associate has the same meaning as in the Corporations Act.

ASX means ASX Limited ACN 008 624 691 or the market it operates known as the Australian Securities Exchange, as applicable.

Auditor means the auditor of the Company.

Auditors Report means the auditor’s report on the Financial Report.

Board or Board of Directors means the board of Directors of the Company.

Chair or Chairman means the person appointed the chair of the Meeting convened by this Notice.

Closely Related Party has the meaning given in section 9 of the Corporations Act.

Company or IEC means Intra Energy Corporation Limited ABN 65 124 408 751.

Constitution means the constitution of the Company.

Control has the same meaning as in the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a Director of the Company.

Directors’ Report means the annual Directors report.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Statement means the Explanatory Statement accompanying the Notice of Meeting.

Financial Report means the annual financial report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities.

Key Management Personnel or KMP means key management personnel as identified in the Remuneration Report for the financial year ended 30 June 2014.

Listing Rules means the Listing Rules of the ASX.

Managing Director means the managing Director of the Company.

Notice of Meeting or Notice means the notice convening the Annual General Meeting accompanying this Explanatory Statement.

Offer Information Statement has the same meaning as in the Corporations Act.

Option means an unlisted option to acquire a Share subject to the terms of the option.

Option Offer means the offer of 2 Options for every 5 SPP Offer Shares subscribed for, issued for nil consideration and with an exercise price of $0.05 per Option.

Proxy Form means a proxy form accompanying this Notice of Meeting.

Related Party has the same meaning as in the Corporations Act.

Remuneration Report means the remuneration report of the Company contained in the Directors’ Report.

Resolution means a resolution to be considered at the Annual General Meeting as contained in the Notice of Meeting.

Share means a fully paid ordinary share in the Company.

Shareholder means a person registered as a holder of a Share.

Shortfall Options means Options not issued to eligible Shareholders under the Options Offer. Shortfall Shares means SPP Offer Shares not taken up by eligible Shareholders under the SPP Offer. SPP Offer means the offer to Shareholders to acquire up to $500 worth of Shares at $0.027 per Share. Sydney Time means Australian Eastern Standard Time.

In this Notice and the Explanatory Statement words importing the singular include the plural and vice versa.

LODGE YOUR VOTE



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Intra Energy Corporation Limited ABN 65 124 408 751

www.linkmarketservices.com.au

ONLINE

By mail:  Intra Energy Corporation Limited  [By fax:][ +61 2 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



All enquiries to: Telephone: +61 1300 554 474

PROXY FORM APPOINT A PROXY OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy. (the Meeting) and at any postponement or adjournment of the Meeting. X VOTING DIRECTIONS

I/We being a member(s) of Intra Energy Corporation Limited and entitled to attend and vote hereby appoint:

STEP 1 APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of the Meeting as your of the Meeting proxy, please write the name of the person or body corporate (excluding (mark box) the registered shareholder) you are appointing as your proxy. Failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to vote on my/our behalf (including in accordance with the directions set out below or, if no directions have been given, to vote as the proxy sees fit, to the extent permitted by the law) at the Annual General Meeting of the Company to be held at 11:00am on Thursday, 30 October 2014 at Level 15, 10 Shelley Street, Sydney NSW 2000 (the Meeting) and at any postponement or adjournment of the Meeting. I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel. The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business. Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an X

STEP 2 VOTING DIRECTIONS For Against Abstain* Resolution 1 Adoption of Remuneration Report Resolution 2 Re-election of Director Mr David Mason Resolution 3 Re-election of Director Mr Jonathan Warrand

Resolution 4

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Approval of Share and Option Issue for purposes of ASX Listing Rule 7.4

Resolution 5

Approval of the Issue of shares and options to Aspac Mining Ltd, Farjoy Pty Ltd, Cobblyn Investments Pty Ltd, D&H Mason Investments Pty Ltd and Lujeta Pty Ltd

Resolution 6

Approval of the Issue of Equity Securities for the purpose of ASX Listing Rule 7.1A

Resolution 7

Approval of the Issue of Share purchase plan shortfall shares and options to Cobblyn Investments Pty Ltd

Resolution 8

Approval of the Issue of Options to Related Parties

 * 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.

STEP 3 SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

IEC PRX401R

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares 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 your votes. Fractions of votes will be disregarded; and

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

Appointment of a Proxy

• (b) return both forms together.

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you appoint someone other than the Chairman of the Meeting as your proxy, you will also be appointing the Chairman of the Meeting as your alternate proxy to act as your proxy in the event the named proxy does not attend the Meeting.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Votes on Items of Business – Proxy Appointment

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the 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.

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

you return it. Companies: Corporations Act 2001 in the appropriate place. Corporate Representatives

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 can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Appointment of a Second Proxy

You are entitled to appoint up to two 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 or you may copy this form and return them both together.

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am on Tuesday, 28 October 2014, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

www.linkmarketservices.com.au

 ONLINE

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

 by mail:

Intra Energy Corporation Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 by fax:

+61 2 9287 0309



by hand:

delivering it to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000.

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.