BREAKTHROUGH MINERALS LIMITED — Proxy Solicitation & Information Statement 2013

Dec 19, 2013

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20 December 2013

Dear Fellow Shareholder

NOTICE OF EXTRAORDINARY GENERAL MEETING

Enclosed is the Notice of Extraordinary General Meeting (EGM) and Explanatory Memorandum setting out the business of the EGM, which will be held at the offices of KPMG at 10 Shelley Street, Sydney on Wednesday, 22 January 2014.

The Explanatory Memorandum contains important information about the resolutions. Please ensure that you have read it carefully before deciding how to vote on each resolution.

If any Shareholders have any questions prior to the EGM regarding the resolutions or remuneration, please do not hesitate to contact Jonathan Warrand or Rozanna Lee on (02) 9199 5511.

I look forward to seeing you at the EGM.

Yours sincerely

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Graeme Robertson Executive Chairman

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ABN 65 124 408 751

NOTICE OF EXTRAORDINARY GENERAL MEETING

EXPLANATORY NOTES

PROXY FORM

Date of Meeting 22 January 2014

Time of Meeting

3 pm (AEST)

Place of Meeting

Level 15, 10 Shelley Street Sydney NSW 2000

p132489_003.docx

NOTICE OF GENERAL MEETING

An Extraordinary General Meeting ( Meeting ) of Shareholders of Intra Energy Corporation Limited ( Company ) is to be held at 3 pm (AEST) on Wednesday, 22 January 2014 at the offices of KPMG, Level 15, 10 Shelley Street, Sydney NSW 2000.

The Explanatory Notes that accompany and form part of this notice this Meeting ( Notice ) describe the matters to be considered at this Meeting.

AGENDA

BUSINESS

1. Approval for the issue of Share Purchase Plan Shortfall Shares to Aspac Mining 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 6,747,632 Share Purchase Plan Shortfall Shares to Aspac Mining Ltd (and/or its nominee), on the terms set out in the Explanatory Statement be approved” .

2. Approval for the issue of Share Purchase Plan Shortfall Shares to Farjoy 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 2,570,794 Share Purchase Plan Shortfall Shares to Farjoy Pty Ltd (and/or its nominees) on the terms set out in the Explanatory Statement be approved” .

3. Approval for the issue of Share Purchase Plan Shortfall Shares 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 246,751 Share Purchase Plan Shortfall Shares to Cobblyn Investments Pty Ltd (and/or its nominees) on the terms set out in the Explanatory Statement be approved” .

4. Approval for the issue of Share Purchase Plan Shortfall Shares to D&H Mason Investments Pty Ltd and 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 up to a total of 608,849 Share Purchase Plan Shortfall Shares to D & H Mason Investments Pty Ltd (and/or its nominees) and Faircrown Pty Ltd (and/or its nominees) on the terms set out in the Explanatory Statement be approved” .

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5. Approval for the issue of Share Purchase Plan Shortfall Shares to 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 up to a total of 2,714,407 Share Purchase Plan Shortfall Shares to Lujeta Pty Ltd (and/or its nominees) on the terms set out in the Explanatory Statement be approved” .

Voting Exclusion

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on resolutions 1-5 by the following persons and an Associate of that person:

Resolutions 1 and 2: Aspac Mining Ltd and Farjoy Pty Ltd;

Resolution 3: Cobblyn Investments Pty Ltd;

Resolution 4: D & H Mason Investments Pty Ltd and Rothstein Pty Ltd; and

Resolution 5: Lujeta Pty Ltd.

However, the Company need not disregard a vote if:

• (a) it is cast by that person as proxy, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

6. Grant of Performance Rights to the Executive Chairman, Mr Graeme Robertson under the 2014 Performance Rights Offer:

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

“That approval is given for all purposes under the Corporations Act and the Listing Rules of ASX Limited for the grant of 135,000 Performance Rights subject to service vesting conditions, provided to Mr Graeme Robertson in lieu of agreed election in reduction of his base salary over the six month period 1 January 2014 – 30 June 2014 and in consequence of the vesting of those Performance Rights, 135,000 shares in IEC in accordance with the Plan Rules (as amended from time to time) described in the Explanatory Statement accompanying this Notice of Meeting.”

7. Grant of Performance Rights to the Executive Director and Chief Financial Officer, Mr Jonathan Warrand under the 2014 Performance Rights Offer:

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

“That approval is given for all purposes under the Corporations Act and the Listing Rules of ASX Limited for the grant of 251,716 Performance Rights subject to service vesting conditions, provided to Mr Jonathan Warrand in lieu of agreed election in reduction of his base salary over the six month period 1 January 2014 – 30 June 2014 and in consequence of the vesting of those Performance Rights, 251,716 shares in IEC, in accordance with the Plan Rules (as amended from time to time) described in the Explanatory Statement accompanying this Notice of Meeting.”

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8. Grant of Performance Rights to the Executive Director, Mr David Mason under the 2014 Performance Rights Offer:

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

“That approval is given for all purposes under the Corporations Act and the Listing Rules of ASX Limited for the grant of 251,716 Performance Rights subject to service vesting conditions, provided to Mr David Mason in lieu of agreed election in reduction of his base salary over the six month period 1 January 2014 – 30 June 2014 and in consequence of the vesting of those Performance Rights, 251,716 shares in IEC, in accordance with the Plan Rules (as amended from time to time) described in the Explanatory Statement accompanying this Notice of Meeting.”

Voting Exclusion

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on resolutions 6-0 by a Director of the Company and any of their Associates, except a Director (and their Associates) who is ineligible to participate in the Plan. However, the Company need not disregard a vote if:

• (a) it is cast by that person as proxy, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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ACN 124 408 751

Intra Energy Corporation Limited

Explanatory Statement to Notice of Extraordinary General Meeting to be held on 22 January 2014

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Extraordinary General Meeting to be held at 3 pm (Sydney time) on Wednesday, 22 January 2014 at the offices of KPMG, 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 as set out in this Notice of Meeting.

Resolutions 1-5 – Approval for the issue of Share Purchase Plan Shortfall Shares to Aspac Mining Ltd, Farjoy Pty Ltd, Cobblyn Investments Pty Ltd, D&H Mason Investments Pty Ltd, Rothstein Pty Ltd and Lujeta Pty Ltd

Resolutions 1-5 seek Shareholder approval pursuant to Listing Rule 10.11 for the issue of Share Purchase Plan Shortfall Shares to Aspac Mining Ltd, Farjoy Pty Ltd, Cobblyn Investments Pty Ltd, D & H Mason Investments Pty Ltd, Rothstein Pty Ltd and Lujeta Pty Ltd.

Background

On 28 November 2013, the Company announced its proposal to undertake a Share Purchase Plan ( SPP ) pursuant to which eligible Shareholders can subscribe for up to $15,000 worth of ordinary Shares at an issue price of $0.10 per Share to raise up to $3.1 million. The Company entered into an underwriting agreement with Aspac Mining Ltd, Farjoy Pty Ltd, Cobblyn Investments Pty Ltd, D & H Mason Investments Pty Ltd, Rothstein Pty Ltd and Lujeta Pty Ltd (“ Underwriters ”) to partially underwrite the offer under the SPP. The Underwriters are all Related Parties of the Company and accordingly the proposed issue of Shortfall Shares to each of them is subject to Shareholder approval. The Company has entered into an underwriting agreement with the Underwriters on the terms described below.

Underwriting Agreement

Under the terms of the underwriting agreement, the Underwriters will together underwrite up to a total of 42.16% of the Shortfall Shares in the following proportions:

• 8.43% as to Farjoy Pty Ltd;

• 22.02% as to Aspac Mining Ltd;

• 0.81% as to Cobblyn Investments Pty Ltd;

• 2.00% as to Rothstein Pty Ltd and D&H Mason Investments Pty Ltd; and

• 8.90% as to Lujeta Pty Ltd.

Subject to Shareholder approval of Resolutions 1-5, the Underwriters will be required to subscribe or procure subscriptions for the Shortfall Shares within two days of the General Meeting. The underwriting fee payable to the Underwriters will be 3% of the value of the amount underwritten which the directors estimate to be no more than $38,576. The Company intends to pay all of the Underwriters’ costs and expenses incurred in connection with underwriting the SPP offer, subject to prior approval being obtained by the Underwriters for material expenses. The Company also intends to indemnify the Underwriters 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 Underwriters.

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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 Underwriters regarding compliance with legal and financial reporting obligations and accuracy of information which it has provided to the Underwriters.

The Underwriters will be entitled to terminate the underwriting agreement if the Company breaches any of its representations and warranties to the Underwriters, withdraws the SPP or changes the timetable with respect to the SPP without the approval of the Underwriters or the ASX does not grant unconditional approval (or satisfactory conditional approval) for quotation of the shares offered in the SPP. In addition, the Underwriters 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 Underwriters may terminate the underwriting agreement if:

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

• in the bona fide judgment of the 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 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

The Underwriters are Related Parties of the Company. Therefore Shareholder approval is required under ASX Listing Rule 10.11 for the issue of Shortfall Shares to each of them.

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 to the Underwriters of the SPP.

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• The maximum numbers of Shares to be issued to each Related Party is set out in the following table. The Shortfall Shares are to be issued at the same price as the SPP offer Shares, being $0.10 each, and will rank equally in all respects with the fully paid ordinary Shares of the Company as quoted on the ASX:

Related party	Maximum Number of Shares
Aspac Mining Ltd	6,747,632
Farjoy Pty Ltd	2,570,794
Cobblyn Investments Pty Ltd	246,751
D & H Mason Investments Pty Ltd and
Rothstein Pty Ltd	608,849
Lujeta Pty Ltd	2,714,407

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• Subject to Shareholder approval, the Shortfall Shares will be issued within 1 month after the date of the EGM.

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• Each of the following Underwriters is a Related Party of the Company by virtue of being Controlled by a Director of the Company, specifically:

• Graeme Robertson controls Aspac Mining Ltd;

• Jonathan Warrand controls Cobblyn Investments Pty Ltd;

• David Mason controls D&H Mason Investments Pty Ltd and Rothstein Pty Ltd; and

• William Paterson controls Lujeta Pty Ltd.

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• Farjoy Pty Ltd is a Related Party of the Company by virtue of being controlled by the father of Director Graeme Robertson.

• The funds raised from any issue of Shortfall Shares to the Underwriters are to be used predominantly 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.

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• A voting exclusion statement is included in the Notice.

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• 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 Resolutions 1-5.

No Chapter 2E Approval

The non-related party Director Mr Gideon Nasari and the non-related Alternate Director Mr Simon Harvey, have considered the proposed issue of any Shortfall Shares and have formed the view that the issue of those Shares to each Underwriter is reasonable in the circumstances if the Company and the Underwriters were dealing at arms’ length. In forming this view, Messrs Nasari and Harvey have considered a number of factors including:

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• 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 1-5 for the purpose of Chapter 2E of the Corporations Act.

Section 611 item 9

Underwriters Farjoy Pty Ltd and Aspac Mining Ltd have previously notified ASIC and ASX that they consider themselves to be Associates for the purposes of the Corporations Act in relation to their shareholding in the Company.

As at the date of this Notice, Aspac Mining Ltd, Farjoy Pty Ltd and their respective Associates, have a combined voting power in 84,450,856 Shares, representing a total holding of 30.71% of the Company.

Under section 606 of the Corporations Act, a person must not acquire a relevant interest in issued voting shares of a listed company, if because of transaction, that person or someone else’s voting power in the company increases from 20% or below to more than 20%, or from a starting point that is above 20% and below 90%, unless one of the exceptions set out in section 611 of the Corporations Act applies.

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Under section 611 item 9 of the Corporations Act, a person that has held voting power of at least 19% for a continuous 6 month period can increase their voting power by 3% in each subsequent 6 months ( 3% Creep Exception ).

Aspac Mining Ltd and Farjoy Pty Ltd are relying on the 3% Creep Exception to in order to underwrite their respective proportion of the Shortfall Shares. The Company will ensure that Aspac Mining Ltd and Farjoy Pty Ltd are not issued with such number of Shortfall Shares that would result in their combined voting power in the Company being 3% greater than it was 6 months before the acquisition of Shortfall Shares.

As Aspac Mining Ltd and Farjoy Pty Ltd are relying on the 3% Creep Exception in relation to the participation of Aspac Mining Ltd and Farjoy Pty Ltd as Underwriters, the Company is not required to seek Shareholder approval for the purpose of section 611 item 7 of the Corporations Act for the issue of Shortfall Shares to Aspac Mining Ltd and Farjoy Pty Ltd.

Directors Recommendation

The Directors, other than Messrs Nasari and Harvey, have an interest in Resolutions 1-5 and therefore believe it is inappropriate to make a recommendation. Messrs Nasari and Harvey are in favour of the issue of Shortfall Shares to Aspac Mining Ltd, Farjoy Pty Ltd, Cobblyn Investments Pty Ltd, D & H Mason Investments Pty Ltd, Rothstein Pty Ltd and Lujeta Pty Ltd, in order to partially underwrite the SPP.

Resolutions 6-0: Approval of the 2014 Performance Rights Offer to Mr Graeme Robertson, Executive Chairman, Mr Jonathan Warrand, Chief Financial Officer and Mr David Mason, Executive Director.

For the purposes of ASX Listing Rule 10.14, approval is sought for the grant of a total of 135,000 Performance Rights to Mr Robertson, 251,716 Performance Rights to Mr Warrand and 251,716 Performance Rights to Mr Mason in the Intra Energy Performance Rights and Option Plan ( Plan ) and in consequence of the vesting of these Performance Rights, Shares in the Company subject to the terms and conditions of the 2014 Performance Rights Offer .

The Board has determined that the grant of the above Performance Rights to Mr Robertson, Mr Warrand and Mr Mason is remuneration that is reasonable given the circumstances of the Company and the circumstances of each recipient. In making this determination, the Board has taken the responsibilities of the position held by that person into consideration. The grant of the 2014 Performance Rights therefore falls within an exception under Chapter 2E of the Corporations Act and Shareholder approval for the grant is not required for the purpose of Chapter 2E.

Under the ASX Listing Rules, an issue of securities to a Director is required to be approved by Shareholders.

ASX Listing Rule 10.15 requires this Notice of Meeting to include the following information in relation to the Performance Rights to be granted to Messrs Robertson, Warrand and Mason under the terms of the 2014 Performance Rights Offer and the Plan.

Terms & Conditions of 2014 Performance Rights Offer

For the 6 month period from 1 January 2014 - 30 June 2014, the directors have voluntarily elected to sacrifice the following amounts from their base remuneration and receive Performance Rights in the Plan.

Mr Robertson: $13,500.00 Mr Warrand: $25,171.60 Mr Mason: $25,171.60

The number of Performance Rights to be granted to Messrs Robertson, Warrand and Mason in respect of their remuneration sacrifice was calculated using the following formula:

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Remuneration Sacrifice amount = Performance Rights issued in lieu of remuneration sacrificed IEC Share Purchase Plan Price of 10 cents per IEC Share*

IEC Share Purchase Plan Price offered to Shareholders on Monday, 2 December 2013* .

Therefore, the number of Performance Rights to be granted in respect of each recipient’s remuneration sacrifice is as follows:

Mr Robertson: 135,000 Mr Warrand: 251,716 Mr Mason: 251,716

These Performance Rights shall be subject to a service vesting condition requiring continuous employment with IEC until 31 January 2015 . If this condition is not met, the Performance Rights will immediately lapse.

Superannuation and all leave entitlements will be maintained for Messrs Robertson, Warrand and Mason on the basis of their current remuneration during the salary sacrifice period. That is, they will not lose any benefits as a result of making this election.

Maximum number of Shares

Each vested Performance Right, if any, will be converted to one ordinary Share on automatic exercise. Accordingly, the maximum number of Shares that may be acquired by the Directors, for which Shareholder approval under Resolutions 6-8 is sought, is as follows:

Mr Robertson: 135,000 Mr Warrand: 251,716 Mr Mason: 251,716 Total: 638,432

Vesting of Performance Rights

• Any Performance Rights which fail to meet the Service Condition above will lapse immediately.

• There will be no retesting.

Vesting Date

31 January 2015

Consideration

As the grants to Messrs Robertson, Warrand and Mason form part of their remuneration, the Performance Rights will be granted to them at no cost and no amount is payable on vesting of the Performance Rights.

The Performance Rights will be granted under, and subject to, the Plan.

Performance Rights do not carry any dividend or voting rights prior to vesting.

Automatic Vesting

If the vesting conditions are satisfied, the Performance Rights will be automatically exercised and shares acquired either on-market or via a new issue of shares.

Change of control

In the event of a takeover or change in control of IEC, any unvested Performance Rights will vest on a pro-rata basis based on:

• The period between the grant date and the Change of Control date for Performance Rights subject to Service

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vesting conditions only; and

• The most current financial reports available at the time a change of control occurs, or the current IEC share price at the Change of Control date for Performance Rights subject to service and performance vesting conditions only,

unless otherwise determined by the Board. The pro-rata period will be calculated from the grant date to the Change of Control date.

For employees who remain employed with Intra Energy after a change of control has occurred, and assuming Intra Energy remains a listed company, any unvested rights will remain available for vesting at the original vesting dates.

Performance Rights that vest following a change of control will not generally be subject to restrictions on dealings.

Termination of employment

If Mr Robertson, Mr Warrand or Mr Mason ceases employment before the vesting conditions are tested, unless the Board determines otherwise, their Performance Rights will automatically lapse.

Other Information

• The Company will not apply to the ASX for official quotation of the Performance Rights granted under the Plan. Shares issued pursuant to the vesting of Performance Rights will rank equally with Shares then on issue.

• Since the Plan’s inception in July 2012, Performance Rights have been granted under the Plan. Grants to Directors to date include:

• (i) Mr Graeme Robertson 1,030,574 (2012 LTIS Invitation);

• (ii) Mr Jonathan Warrand 721,402 (2012 LTIS Invitation); and

• (iii) Mr David Mason 669,873 (2012 LTIS Invitation).

• (iv) Mr Graeme Robertson 1,666,666 (2013 LTIS Invitation);

• (v) Mr Jonathan Warrand 916,666 (2013 LTIS Invitation); and

• (vi) Mr David Mason 1,083,333 (2013 LTIS Invitation).

• All Performance Rights granted under the Plan form part of the respective recipient’s remuneration and have been granted for nil consideration and no amount is payable on vesting of the Performance Rights.

• There is no loan scheme in relation to the Performance Rights or the Plan.

• All participants of the Intra Energy Performance Rights and Option Plan are prohibited from hedging the share price exposure in respect of the Performance Rights during the vesting period applicable to those Performance Rights.

• Participation in the Plan is by invitation only. That is, only those eligible employees invited by the Board to apply will be able to participate. An employee includes a full or part time employee or Director of IEC or any of its related bodies corporate.

• If Shareholder approval is obtained, the Performance Rights will be issued within 60 days of the General Meeting.

• If Shareholder approval is not obtained, the base remuneration for Messrs Robertson, Warrand and Mason will not be reduced.

• The Directors (other than the Director who is the subject of the grant of Performance Rights) consider the grant of Performance Rights to be appropriate in all the circumstances and recommend that Shareholders vote in favour of Resolutions 6-8.

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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 3 pm (Sydney time) on 20 January 2014 .

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 Resolutions 6-8 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 Resolutions 6-8 even though the resolutions are connected directly or indirectly with the remuneration of a member of KMP.

Votes cast by the Chairman on Resolutions 6-8 other than as 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.

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 Resolutions 6-8 at STEP 2, the Chairman will not cast any votes in respect of this Resolution that rise from undirected proxies.

CHAIRMAN’S UNDIRECTED PROXIES

The Chairman of the meeting will vote undirected proxies in favour of all Resolutions.

Dated this 17th Day of December 2013

By Order of the Board

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Graeme Robertson Chairman and Managing Director

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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 January 2014.

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GLOSSARY

In this Notice of Meeting:

$ means Australian Dollars.

Extraordinary General Meeting or General Meeting means the General Meeting of Shareholders convened for the purposes of considering the Resolutions.

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.

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.

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

Corporations Act means the Corporations Act 2001 (Cth).

Director means a Director of the Company.

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 2013.

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 Extraordinary 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 Extraordinary 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 Shares means the number of new Shares for which applications in response to an SPP offer have not been received by the closing date of the SPP offer.

SPP means the Company’s Share Purchase Plan as announced to ASX on 28 November 2013.

Sydney Time means Australian Eastern Standard Time.

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

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Appendix A

SUMMARY OF PLAN RULES

The following is a summary of the Plan Rules.

Overview

The Plan allows IEC to grant Performance Rights or Options to eligible and invited employees. On satisfaction of any performance and service conditions contained in the invitation to an eligible employee, Performance Rights will be converted to an equivalent number of Plan Shares to be held in the Trust. Options, on satisfaction of any performance and service conditions contained in the invitation to an eligible employee will, on payment of the exercise price, be converted to an equivalent number of Plan Shares to be held in the Trust.

Who is eligible to participate?

Participation in the Plan is by invitation only. That is, only those eligible employees invited by the Board to apply will be able to participate. An employee includes a full or part time employee or Director of IEC or any of its related bodies corporate.

Operation of the Plan

The Plan is designed to provide Participants with an increased incentive to make a contribution to the long term sustainable performance of IEC.

The grant of Performance Rights or Options to Participants entitles Participants to be granted an equivalent number of Shares upon vesting, and in the case of Options, payment of the exercise price. IEC has established a trust for the sole purpose of subscribing for or purchasing, delivering and allocating Plan Shares under the Plan. Accordingly, any Plan Shares will be held by the trustee on trust for the Participant in accordance with the terms of the Trust Deed and the Plan Rules. Participants are entitled to issue a withdrawal notice to the trustee requiring legal title in the Shares to be transferred to the Participant.

Consideration for Performance Rights or Options

Participants are not required to pay consideration for the acquisition of Performance Rights or Options granted under the Plan.

Consideration for Plan Shares

Participants are not required to pay consideration for Performance Rights becoming Plan Shares on exercise. Participants are required to pay consideration equal to the exercise cost for Options becoming Plan Shares on exercise.

Performance or vesting conditions

Vesting of Performance Rights or Options under the Plan will be subject to vesting conditions as determined by the Board of IEC and specified in the Participants’ invitations, which will include service and performance conditions.

Vesting timeframes

If Performance Rights or Options have not lapsed and the performance conditions have been satisfied, Performance Rights will vest in accordance with the timeframes set out in the Participants’ invitations. This time frame will usually be a minimum of three years.

Lapsing of Performance Rights or Options

Performance Rights and/or Options will lapse:

• upon the cessation of employment by the Participant;

• if the vesting conditions set down in the Participant’s invitation have not been met at the vesting date; or

• the vesting conditions set down in the Participant’s invitation have not been met and the Board determines that the vesting conditions cannot be met by the vesting date.

14

Transfer of Performance Rights or Options

A Participant is not entitled to assign, transfer, sell, encumber, hedge or otherwise deal with a Performance Right or Option except in accordance with the Trust Deed and the Plan Rules.

Rights attaching to Plan Shares acquired on exercise of the Performance Rights or Options, if any

Plan Shares acquired on exercise of the Performance Rights or Options will rank pari passu with all existing Shares from the date of allocation and will be entitled in full to those dividends or other distributions which have a record date for determining entitlements after the date of acquisition.

Quotation of Performance Rights, Options and Plan Shares acquired on exercise of the Performance Rights and Options

Performance Rights and Options granted under the Plan will not be quoted on the ASX. IEC will make application to the ASX for official quotation of any Plan Shares issued on Performance Rights and/or Options becoming vested and being exercised. Any Plan Shares acquired on market will already be quoted.

Limitation on issue

The maximum number of Performance Rights and Options which may be granted under the Plan must not exceed (assuming all outstanding Performance Rights and Options were exercised), when aggregated with any shares issued during the previous 5 years pursuant to any other employee share scheme operated by the Company, five percent (5%) of the total issued capital of the Company at the time of the grant of the Performance Rights, excluding unregulated offers.

Variation to the Plan Rules

The Board may alter the Plan Rules or their application in accordance with the Listing Rules and the IEC Constitution and otherwise in accordance with the terms of the Plan Rules.

Other information

A copy of the Plan Rules or the Trust Deed may be requested from the Company Secretary.

15

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  By hand: Locked Bag A14 Link Market Services Limited Sydney South NSW 1235 Australia 1A Homebush Bay Drive, Rhodes NSW 2138



All enquiries to: Telephone: +61 1300 554 474

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HOW TO COMPLETE THIS PROXY FORM To appoint a second proxy you must: Please note: you cannot change ownership be disregarded; and (b) return both forms together. Signing Instructions Individual: Joint Holding: shareholder may sign. Power of Attorney: Companies: the company (pursuant to section 204A of the

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

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 leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.

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.

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.

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.

~~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 3:00pm on Monday, 20 January 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:

 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).

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

IEC PRX409

NAME SURNAME ADDRESS LINE 1 ADDRESS LINE 2 ADDRESS LINE 3 ADDRESS LINE 4

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SHAREHOLDER PROXY FORM

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 or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and to vote for me/us on my/our behalf at the Extraordinary General Meeting of the Company to be held at 3:00pm on Wednesday, 22 January 2014, at Offices of KPMG at Level 15, 10 Shelley Street, Sydney NSW 2000 and at any adjournment or postponement of the meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

X VOTING DIRECTIONS For Against Abstain *

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

Resolution 1

Approval for the issue of Share Purchase Plan Shortfall Shares to Aspac Mining Ltd

Resolution 2

Approval for the issue of Share Purchase Plan Shortfall Shares to Farjoy Pty Ltd Resolution 3 Approval for the issue of Share Purchase Plan Shortfall Shares to Cobblyn Investments Pty Ltd Resolution 4 Approval for the issue of Share Purchase Plan Shortfall Shares to D&H Mason Investments Pty Ltd and Rothstein Pty Ltd Resolution 5 Approval for the issue of Share Purchase Plan Shortfall Shares to Lujeta Pty Ltd Resolution 6 Grant of Performance Rights to the Executive Chairman, Mr Graeme Robertson under the 2014 Performance Rights Offer

Resolution 7 Grant of Performance Rights to the Executive Director and Chief Financial Officer, Mr Jonathan Warrand under the 2014 Performance Rights Offer

Resolution 8

Grant of Performance Rights to the Executive Director, Mr David Mason under the 2014 Performance Rights Offer  * 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 IMPORTANT – VOTING EXCLUSIONS

If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of Items 1–8 above, please place a mark in this box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even though he/she has an interest in the outcome of those Items and that votes cast by him/her for those Items, other than as proxyholder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Items 1–8 and your votes will not be counted in calculating the required majority if a poll is called on these Items. The Chairman of the Meeting intends to vote undirected proxies in favour of Items 1–8.

STEP 4 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 PRX409