BREAKTHROUGH MINERALS LIMITED — AGM Information 2016

Oct 23, 2016

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

Time and Place of Meeting and How to Vote

Venue

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

Level 40, 2 Park Street, Sydney NSW 2000	Commencing 1 pm (Sydney time) on Tuesday, 22 November 2016

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:

• 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 1 pm (Sydney time) on 20 November 2016.

Your Proxy Form is enclosed.

Notice of Meeting | Page 2

INTRA ENERGY CORPORATION LIMITED

ABN 65 124 408 751

NOTICE OF 2015 ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 1 pm (Sydney time) on Tuesday, 22 November 2016 at Level 40, 2 Park 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 form part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 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 20 November 2016.

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 2016.

RESOLUTIONS

1. Remuneration Report

To consider and, if thought fit, to pass the following in accordance with section 250R(2) of the Corporations Act 2001 as a non-binding resolution :

" That the Directors’ Remuneration Report for the financial year ended 30 June 2016 is adopted" .

2. Retirements by Rotation and Re-Election of Director – Mr David Mason

To consider and, if thought fit, to pass the following resolutions 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”.

3. 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, be approved on the terms set out in the Explanatory Statement."

4. Approval of the Issue of Convertible Notes to Aspac Mining Limited

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 12,500,000 Convertible Notes to Aspac Mining Ltd on the terms set out in the Explanatory Statement be approved”.

5. Approval of the Issue of Convertible Notes to Rothstein 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 12,500,000 Convertible Notes to Rothstein Pty Ltd on the terms set out in the Explanatory Statement be approved”.

6. Approval of the Issue of Convertible Notes to Edward Brereton and Megan Brereton as Trustee for the EM Brereton Family Trust

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

“That, for the purposes of ASX Listing Rule 7.1 for all other purposes, the issue of a total of 6,250,000 Convertible Notes to Edward Brereton and Megan Brereton as Trustee for the EM Brereton Family Trust on the terms set out in the Explanatory Statement be approved”.

Notice of Meeting | Page 3

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 2016.
3	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.
4	Approval of the issue of Convertible Notes to Aspac Mining Limited	Aspac Mining Limited and any of its Associates, including Graeme Robertson
5	Approval of the issue of Convertible Notes to Rothstein Pty Ltd	Rothstein Pty Ltd and any of its Associates, including David Mason.
6	Approval of the issue of Convertible Notes to Edward Brereton and Megan Brereton as Trustee for the EM Brereton Family Trust	Edward Brereton and Megan Brereton and any of their Associates.

However, the Company will not disregard a vote in relation to Resolutions 1,3,4,5 or 6 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.

The Company is not required to disregard any votes cast, including by a member of the KMP (including each of the directors and executives named in the Company’s Remuneration Report) or that KMP’s closely related party on the resolutions to re-elect Directors at the Spill Meeting.

CHAIRMAN’S UNDIRECTED PROXIES

The Chairman of the meeting intends to vote available undirected proxies in favour of all Resolutions. Accordingly, if you appoint the Chairman of the meeting as your proxy, you should direct the Chairman how to vote on all Resolutions unless you wish for your shares to be voted in favour of those resolutions.

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 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).

Notice of Meeting | Page 4

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 4 other than as authorised proxy holder will be disregarded because of his interest in the outcome of the Resolution.

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

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 this Resolution that rise from undirected proxies.

Dated this 19th of October 2016

By Order of the Board

==> picture [81 x 39] intentionally omitted <==

Graeme Robertson Chairman

Statement: In accordance with Regulation 7.11.37 of the Corporations Regulations 2001, 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 20 November 2016.

Notice of Meeting | Page 5

Intra Energy Corporation Limited

ACN 124 408 751

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 1 pm (Sydney time) on Tuesday, 22 November 2016 at Level 40, 2 Park 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 place 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 2016 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 2016.

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 2017 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 2017 Annual General Meeting, at least 25% of the votes cast on the resolution for adoption of the remuneration report for the 2017 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 2017 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. The Chairman intends to vote all available proxies in favour of Resolution 1.

The voting exclusion statement for this resolution is set out on page 4 of this Notice of Meeting.

 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 - 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 2016 Annual Report.

Notice of Meeting | Page 6

 Directors’ Recommendation

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

Resolution 3 – Approval of the Issue of Equity Securities for the purpose of ASX Listing Rule 7.1A

Resolution 3 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 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 Annual General Meeting. 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 Annual General Meeting. However if the Company is not eligible, Resolution 3 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 Annual General Meeting. 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 Annual General Meeting.

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

Notice of Meeting | Page 7

• 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 Annual General Meeting; 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

• 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”.

Variable “A” in Listing Rule 7.1A.2		Dilution / Effect	Dilution / Effect	Dilution / Effect
		$0.01 50% decrease in Issue Price	$0.02 Issue Price	$0.04 100% increase in Issue Price
Current Variable A 356,474,030 Shares	10% Voting Dilution	35,647,403	35,647,403	35,647,403
	Funds Raised	$356,474	$712,948	$1,425,896
50% increase in current Variable A 534,711,045 Shares	10% Voting Dilution	53,471,105	53,471,105	53,471,105
	Funds Raised	$534,711	$1,069,422	$2,138,844
100% increase in current Variable A 712,948,060 Shares	10% Voting Dilution	71,294,806	71,294,806	71,294,806
	Funds Raised	$712,948	$1,425,896	$2,851,792

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 Annual General Meeting.

• 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 $0.02, being the closing price of the Shares on ASX on 11 October 2016.

 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 Annual General Meeting, being 21 November 2017.

The approval under Resolution 3 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).

Notice of Meeting | Page 8

 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 3 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 purposes of Listing Rule 7.3A.6 the following information is provided.

The Company obtained Shareholder approval for the 10% Placement Capacity at its 2015 Annual General Meeting.

During the 12 months prior to the date of this Notice, the Company issued 5,205,305 Equity Securities representing 1.48% 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:

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
5,205,305¹	Ordinary Shares¹	Director and his related parties¹	Nil	Nil	Nil

¹ Issue of ordinary shares on 30 November 2015 – refer to resolution 7 of Notice of Meeting dated 23 October 2015 and as approved by shareholders on 24 November 2015

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 3 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 4 and 5 – Approval of the Issue of Convertible Notes to Aspac Mining Limited and Rothstein Pty Ltd

Background

Notice of Meeting | Page 9

In May 2016 IEC entered into agreements ( Agreements ) with three separate parties to borrow a total of $125,000. Two of these parties are Aspac Mining Limited and Rothstein Pty Ltd, entities controlled by IEC directors Graeme Robertson and David Mason respectively and thus Related Parties of IEC. Of the $125,000, Aspac Mining Limited ( Aspac Mining) and Rothstein Pty Ltd ( Rothstein ) each loaned $50,000 to IEC.

The Agreements provide that these moneys constitute simple short-term unsecured loans by the parties to IEC, to fund urgent Tanzanian administrative requirements and Malawi shutdown costs. Under the terms of the Agreements, the principal amount of the loans may be repaid by IEC in cash or by way of the issue of Convertible Notes to the lender, subject to IEC and the lender entering into a Convertible Note Issue Agreement and IEC obtaining all Shareholder approvals required to permit the issue of Convertible Notes to the lender.

IEC, Aspac Mining and Rothstein respectively have entered into Convertible Note Issue Agreements, under which IEC has agreed to issue Convertible Notes to Aspac Mining and Rothstein in satisfaction of repayment of the $50,000 loans from each of Aspac Mining and Rothstein. The issue of Convertible Notes to Aspac Mining and Rothstein under the Convertible Note Issue Agreements is conditional on Shareholders approving Resolutions 4 and 5 respectively as those parties and Related Parties of IEC. If Shareholders do not approve Resolutions 4 or 5, the Company will be required to repay $50,000 to each of Aspac Mining and/or Rothstein in cash under the terms of the applicable Agreements.

The key terms of the Convertible Notes to be issued to Aspac Mining and Rothstein are set out in Table 1 below.

ASX Listing Rule 10.11

In accordance with ASX Listing Rule 10.11, IEC cannot issue Convertible Notes to Related Parties without Shareholder approval. Aspac Mining Limited is a Related Party of IEC as it is a company that is Controlled by IEC Director Graeme Robertson. Rothstein Pty Ltd is a Related Party of IEC as it is a company that is Controlled by IEC Director David Mason. Approval of the issue of the Convertible Notes to Aspac Mining Limited and Rothstein Pty Ltd is therefore being sought for the purpose of ASX Listing Rule 10.11.

The following information is provided in accordance with ASX Listing Rules 10.11 and 10.13:

The name of the person to receive the convertible note	Aspac Mining Limited	Rothstein Pty Ltd
The maximum number of Convertible Notes to be issued.	12,500,000 to Aspac Mining Limited	12,500,000 to Rothstein Pty Ltd
The date that IEC will issue the Convertible Notes	Subject to Shareholder approval being obtained for Resolution 4, IEC will issue the Convertible Notes to Aspac Mining within 1 month of the date of the 2016 AGM.	Subject to Shareholder approval being obtained for Resolution 5, IEC will issue the Convertible Notes to Rothstein within 1 month of the date of the 2016 AGM.
A statement about the relationship between Aspac Mining and Graeme Robertson/Rothstein and David Mason	Aspac Mining Limited is a Mauritius incorporated company that is wholly owned and Controlled by IEC Director Graeme Robertson	Rothstein Pty Ltd is a company that is wholly owned and Controlled by IEC Director David Mason
The issue price of the Convertible Notes and the terms of the issue	$0.004 per Convertible Note, being the closing price of IEC Shares on ASX on 26 April 2016 and the agreed issue price in accordance with the Aspac Mining Loan and Convertible Note Agreement. Please see Table 1 below for a summary of the key terms of issue of the Convertible Notes.	$0.004 per Convertible Note, being the closing price of IEC Shares on ASX on 26 April 2016 and the agreed issue price in accordance with the Rothstein Loan and Convertible Note Agreement. Please see Table 1 below for a summary of the key terms of issue of the Convertible Notes.
Voting Exclusion Statement	A voting exclusion statement for Resolution 4 forms part of this Notice – please see page 4.	A voting exclusion statement for Resolution 5 forms part of this Notice – please see page 4.

Notice of Meeting | Page 10

The intended use of funds raised

Repayment of the principal sum of Repayment of the principal sum of the Aspac Mining Loan. the Rothstein Loan.

Table 1: Key terms of Issue of the Convertible Notes

Face Value per Convertible Note	$0.004
Maturity Date of Convertible Notes	1 May 2017
Conditions to the issue of the Convertible Notes	The issue of the Convertible Notes to Aspac Mining Limited and Rothstein Pty Ltd respectively is subject to and conditional on Shareholders approving Resolutions 4 and 5 (as applicable).
Quotation of Convertible Notes	Unquoted and non-transferable (unless a transfer is agreed by IEC).
No voting rights	The Convertible Notes do not confer any voting rights, rights to receive notice of meetings or participate in any issue of securities of the Company.
Interest rate on the Convertible Notes	2% per month, payable monthly.
Conversion notice	The Noteholder may elect to convert the Convertible Notes into Shares by giving IEC a conversion notice at any time before the Maturity Date or those Convertible Notes are otherwise redeemed.
Conversion rate	1 Share for each Convertible Note. This will result in up to 12,500,000 Shares being issued to each noteholder.
Conditions of conversion	The issue of any Shares on conversion of any Convertible Notes is subject to and conditional on IEC obtaining of any required shareholder approval.
Redemption	IEC must redeem any outstanding Convertible Notes, on earlier of the Maturity Date or the date that is 10 business days after the Noteholder gives IEC an event of default notice under the Convertible Note issue agreement. IEC may not redeem any Convertible Notes otherwise.

Shareholder approval for Resolutions 4 and 5 is being sought for the purpose of ASX Listing Rule 10.11. Therefore, Shareholder approval for Resolution 4 and 5 is not required for the purpose of ASX Listing Rule 7.1. Shareholder approval for the issue of Shares to Aspac Mining or Rothstein on the conversion of Convertible Notes does not require Shareholder approval in accordance with exception 7 to Listing Rule 10.12.

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.

Aspac Mining and Rothstein are Related Parties of the Company as they are controlled by IEC Directors Graeme Robertson and David Mason respectively. 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 Convertible Notes to Aspac Mining and Rothstein constitutes the giving of financial benefits. 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 armslength, or on terms that are less favourable to the Related Party to these terms (“ Arms-Length Exception ”).

The Director (other than Graeme Robertson and David Mason who abstain from providing a recommendation as Graeme Robertson and David Mason have a material personal interest in the outcome) is in favour of the issue of the Convertible Notes to Aspac Mining Limited and Rothstein Pty Ltd and consider that the issue of the Convertible

Notice of Meeting | Page 11

Notes falls within the Arms-Length Exception as the number of Convertible Notes to be issued to Aspac Mining and Rothstein has been calculated based on the quantum of the Aspac Mining Loan and Rothstein Loan (as applicable) and the face value of the Convertible Notes has been determined based on the market price for IEC Shares on the date of the Aspac Mining Loan and Rothstein Loan, being the closing price of the Shares on 26 April 2016. As such, Shareholder approval for the issue of the Convertible Notes to Aspac Mining and Rothstein respectively is not required for the purpose of Chapter 2E of the Corporations Act .

 Directors’ Recommendation

The Director, other than Graeme Robertson and David Mason who abstain from providing a recommendation, is in favour of the issue of the Convertible Notes to Aspac Mining and Rothstein.

Resolution 6 – Approval of the Issue of Convertible Notes to Edward and Megan Brereton as Trustee for the EM Brereton Family Trust

Background

In May 2016 IEC entered into an agreement ( Agreement ) with Edward and Megan Brereton as Trustee for the EM Brereton Family Trust (EM Brereton) , for a loan of $25,000 from EM Brereton to IEC to fund urgent Tanzanian administrative requirements and Malawi shutdown costs.

Under the terms of the Agreement, the principal amount of the loan may be repaid by IEC in cash or by way of the issue of Convertible Notes to the lender, subject to IEC obtaining all Shareholder approvals required to permit the issue of Convertible Notes to the lender. Shareholder approval for the issue of Convertible Notes to EM Brereton is therefore being sought for the purpose of Listing Rule 7.1 to satisfy the shareholder approval requirement in the Agreement.

For shareholders to approve an issue of Convertible Notes to EM Brereton under ASX Listing Rule 7.1, the following information is provided in accordance with ASX Listing Rule 7.3:

The maximum number of Convertible Notes to be issued.	6,250,000 to EM Brereton
The date that IEC will issue the Convertible Notes	Subject to Shareholder approval being obtained for Resolution 6, IEC will issue the Convertible Notes to EM Brereton within 3 months of the date of the 2016 AGM. The issue date will be 21 February 2017.
The issue price of the Convertible Notes	$0.004 per Convertible Note, being the closing price of IEC Shares on ASX on 26 April 2016 and the agreed issue price in accordance with the EM Brereton Loan and Convertible Note Agreement.
The name of the person to receive the convertible note	EM Brereton
The terms of the securities	Please see Table 2 below for a summary of the key terms of issue of the Convertible Notes.
The intended use of funds raised	Repayment of the principal sum of EM Brereton Loan.
Voting Exclusion Statement	A voting exclusion statement for Resolution 6 forms part of this Notice – please see page 4.

Table 2: Key terms of Issue of the Convertible Notes

Face Value per Convertible Note	$0.004
Maturity Date of Convertible Notes	1 May 2017
Conditions to the issue of the Convertible Notes	The issue of the Convertible Notes to EM Brereton is subject to and conditional on Shareholders approving Resolution 6.
Quotation of Convertible Notes	Unquoted and non-transferable (unless a transfer is agreed by IEC).

Notice of Meeting | Page 12

No voting rights	The Convertible Notes do not confer any voting rights, rights to receive notice of meetings or participate in any issue of securities of the Company.
Interest rate on the Convertible Notes	2% per month, payable monthly.
Conversion notice	The Noteholder may elect to convert the Convertible Notes into Shares by giving IEC a conversion notice at any time before the Maturity Date or those Convertible Notes are otherwise redeemed.
Conversion rate	1 Share for each Convertible Note. This will result in up to 6,250,000 Shares being issued to the noteholder.
Conditions of conversion	The issue of any Shares on conversion of any Convertible Notes is subject to and conditional on IEC obtaining of any required shareholder approval.
Redemption	IEC must redeem any outstanding Convertible Notes, on earlier of the Maturity Date or the date that is 10 business days after the Noteholder gives IEC an event of default notice under the Convertible Note issue agreement. IEC may not redeem any Convertible Notes otherwise.

 Directors’ Recommendation

The Directors are in favour of the issue of the Convertible Notes to EM Brereton.

Notice of Meeting | Page 13

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 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 in relation to Resolution 1 even though it is connected with remuneration of a member of KMP.

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

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

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 this Resolution 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 1 pm (Sydney Time) on 20 November 2016.

Proxy Forms received later than this time will be invalid.

Notice of Meeting | Page 14

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 Auditor’s Report in respect to the financial year ended 30 June 2016.

ASIC means the Australian Securities and Investments Commission.

Aspac Mining means Aspac Mining Limited, a company incorporated in Mauritius.

Aspac Mining Loan means the loan for the principal sum of $50,000 by Aspac Mining Limited to the Company pursuant to a Loan and Convertible Note Agreement dated 1 May 2016.

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.

Auditor’s 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.

Convertible Notes means the convertible notes to be issued to Aspac Mining and Rothstein respectively.

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 2016.

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.

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

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.

Rothstein means Rothstein Pty Ltd ACN 101 638 402.

Rothstein Loan means the loan for the principal sum of $50,000 by Rothstein to the Company pursuant to a Loan and Convertible Note Agreement dated 1 May 2016.

Share means a fully paid ordinary share in the Company.

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

Notice of Meeting | Page 15

Sydney Time means Australian Eastern Daylight Time.

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

Notice of Meeting | Page 16

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Intra Energy Corporation Limited ABN 65 124 408 751

LODGE YOUR VOTE

ONLINE 

www.linkmarketservices.com.au

• 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 Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000

 ALL ENQUIRIES TO Telephone: +61 1300 554 474

PROXY FORM I/We being a member(s) of Intra Energy Corporation Limited and entitled to attend and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy or 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 act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 1:00pm on Tuesday, 22 November 2016 at Level 40, 2 Park Street, Sydney NSW 2000 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolution 1: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS 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 T Resolutions For Against Abstain * For Against Abstain * 1 Adoption of Remuneration Report 5 Approval of the Issue of Convertible Notes to Rothstein Pty Ltd 2 Re-Election of Director – 6 Approval of the issue of Convertible Mr David Mason Notes to Edward Brereton and 3 Approval of the Issue of Equity Megan Brereton as Trustee for the EM Brereton Family Trust

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

• 4 Approval of the Issue of Convertible Notes to Aspac Mining Limited

 * 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.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Sole Director and Sole Company Secretary	Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one)	Joint Shareholder 3 (Individual) 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 PRX1601C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

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.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 1:00pm on Sunday, 20 November 2016, 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.

APPOINTMENT OF PROXY

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

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

• ONLINE

www.linkmarketservices.com.au

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).

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default Reference Number (SRN) or Holder Identification Number (HIN) to the Chairman of the Meeting, who is required to vote those proxies as as shown on the front of the Proxy Form). directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy BY MOBILE DEVICE QR Code Form, including where the Resolution is connected directly or indirectly Our voting website is designed specifically with the remuneration of KMP. for voting online. You can now lodge VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT your proxy by scanning the QR code adjacent or enter the voting link You may direct your proxy how to vote by placing a mark in one of the www.linkmarketservices.com.au into boxes opposite each item of business. All your shares will be voted in your mobile device. Log in using the accordance with such a direction unless you indicate only a portion of Holder Identifier and postcode for your voting rights are to be voted on any item by inserting the percentage or shareholding. 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 To scan the code you will need a QR code reader application vote as he or she chooses. If you mark more than one box on an item your which can be downloaded for free on your mobile device. vote on that item will be invalid. BY MAIL APPOINTMENT OF A SECOND PROXY  Intra Energy Corporation Limited You are entitled to appoint up to two persons as proxies to attend the C/- Link Market Services Limited Meeting and vote on a poll. If you wish to appoint a second proxy, an Locked Bag A14 additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together. Sydney South NSW 1235 Australia To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the  BY FAX percentage of your voting rights or number of shares applicable to that +61 2 9287 0309 form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your  BY HAND votes. Fractions of votes will be disregarded; and delivering it to Link Market Services Limited (b) return both forms together. Level 12 680 George Street SIGNING INSTRUCTIONS Sydney NSW 2000 You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. * During business hours (Monday to Friday, 9:00am–5:00pm) Joint Holding:* where the holding is in more than one name, either shareholder may sign.

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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.

COMMUNICATION PREFERENCE

We encourage you to receive all your shareholder communication via email. This communication method allows us to keep you informed without delay, is environmentally friendly and reduces print and mail costs.

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.

• ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Communications’ and click the first button to receive all communications electronically and enter your email address. To use the online facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

CORPORATE REPRESENTATIVES

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.

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.