COMET RIDGE LIMITED — AGM Information 2012

Oct 15, 2012

==> picture [145 x 72] intentionally omitted <==

COMET RIDGE LIMITED

A.B.N 47 106 092 577

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Date of Meeting Thursday 15 November 2012

Time of Meeting

11.00am (Brisbane Time)

Place of Meeting Royal on the Park Corner Alice & Albert Streets Brisbane Qld 4000

A Proxy Form is enclosed

Please read this Notice and Explanatory Memorandum carefully.

If you are unable to attend the Annual General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.

COMET RIDGE LIMITED

A.B.N 47 106 092 577

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Comet Ridge Limited A.B.N 47 106 092 577 (“the Company”) will be held at the Royal on the Park, Corner Alice & Albert Streets, Brisbane Qld 4000 on Thursday 15 November 2012 at 11.00am (Brisbane time) for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

AGENDA

the proxy decides, even if the resolution is connected directly or indirectly with the remuneration of a KMP; and

• the vote is not cast on behalf of a KMP details of whose remuneration are included in the remuneration report for the year ended 30 June 2012, or a Closely Related Party of a KMP.

Further, the Company will not disregard a vote if it is cast by a KMP, details of whose remuneration are not included in the remuneration report for the year ended 30 June 2012, or a Closely Related Party of such a KMP:

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

• if it is cast by a person who is chairing the meeting as proxy for a person who is entitled to vote, in accordance with an express authority on the proxy form to vote as the proxy decides, even if the resolution is connected directly or indirectly with the remuneration of a KMP.

You may be liable for breach of the voting restrictions in the Corporations Act if you cast a vote that the Company disregards.

2. Resolution 2 – Re‐election of Mr James McKay as a Director

ITEMS OF BUSINESS

Financial Statements and Reports

To receive and consider the financial statements of the Company for the year ended 30 June 2012 together with the Directors’ Report and the Auditor’s Report as set out in the Annual Report.

1. Resolution 1 – Non Binding Resolution to Adopt Remuneration Report

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

“That the Remuneration Report as set out in the Annual Report for the year ended 30 June 2012 be adopted.”

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

For the purposes of Resolution 1:

Voting Exclusion Statement : The Company will disregard any votes cast on this resolution by or on behalf of:

• a member of the Key Management Personnel ( KMP ) of the Company; or

• a Closely Related Party of a KMP, whether the votes are cast as a shareholder, proxy or in any other capacity.

However, the Company will not disregard a vote if it is cast as a proxy by a KMP, details of whose remuneration are included in the remuneration report for the year ended 30 June 2012, or a Closely Related Party of such a KMP:

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

• if it is cast by a person who is chairing the meeting as proxy for a person who is entitled to vote, in accordance with an express authority on the proxy form to vote as

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

“ That, James Allen Vincent McKay, who retires in accordance with clause 13.2 of the Constitution and, being eligible for re‐election, be re‐elected as a Director .”

3. Resolution 3 – Grant of Performance Rights to Managing Director

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

"That, for the purposes of the Corporations Act 2001 and ASX Listing Rule 10.14, and for all other purposes, approval is hereby given for the grant of 1,800,000 Performance Rights (incorporating the right to acquire shares in the Company) to the Managing Director, Tor McCaul, under the Company’s Performance Rights Plan ( PRP ), which is constituted and administered in accordance with the Rules of the PRP, on the terms summarised in the Explanatory Memorandum."

For the purposes of Resolution 3:

Voting Exclusion Statement: The Company will disregard any votes cast on the proposed resolution to approve the grant of Performance Rights to the Managing Director (Resolution 3) by a Director of the Company and any associate of a Director (together Excluded Persons). The Company will also disregard any votes cast on Resolution 3 by any member of the KMP and each Closely Related Party of a KMP as a proxy.

However, the Company need not disregard a vote if it is cast by, another member of the KMP or a Closely Related Party of a KMP:

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

• if it is cast by a person who is chairing the meeting as proxy for a person who is entitled to vote, in accordance with an express authority on the proxy form to vote as the proxy decides, even if the resolution is connected with the remuneration of the KMP.

You may be liable for breach of the voting restrictions in the Corporations Act if you cast a vote that the Company disregards.

4. Resolution 4 – Ratification of the Issue of Shares

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of 25,000,000 ordinary fully paid shares at A$0.10 on 16 August 2012 to institutional and sophisticated investors on the terms and conditions set out in Explanatory Memorandum is ratified."

For the Purposes of Resolution 4:

Voting Exclusion Statement : The Company will disregard any votes cast on this resolution by any person who participated in the issue of ordinary shares the subject of this Resolution 4 and any of its associates.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by a 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.

You may be liable for breach of the voting restrictions in the Corporations Act if you cast a vote that the Company disregards.

5. Resolution 5 – Ratification of the Grant of Contractor Performance Rights

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, approval is given to the grant by the Company of 2,400,000 Contractor Performance Rights (with each Performance Right entitling the holder to acquire one ordinary share in the Company) with the vesting of the Performance Rights remaining subject to the market price of shares in the Company reaching $0.25 and remaining at that price based on a 10 day Volume Weighted Average Price on or before 30 June 2016 and otherwise on the terms and conditions set out in the Explanatory Statement.”

However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, 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.

You may be liable for breach of the voting restrictions in the Corporations Act if you cast a vote that the Company disregards.

6. Resolution 6 – Approval of 10% Placement Capacity

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

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval be given for the issue of Equity Securities of up to 10% of the issued capital of the Company (at the time of the issue or the agreement to issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum.”

For the Purposes of Resolution 6:

Voting Exclusion Statement : The Company will disregard any votes cast on this special resolution by any person who may participate in the issue of Equity Securities the subject of this Resolution 6 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 ( Participating Party ), and any associate of the Participating Party.

However, the Company will not disregard a vote if:

• a) it is cast by a person as proxy for a person who is entitled to vote, 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.

At the date of this Notice, it is not known who will participate in the proposed issue of Equity Securities the subject of this special resolution and the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing securityholder to participate in the issue of the equity securities. Therefore, no existing Shareholder votes will be excluded under the voting exclusion in this Notice.

You may be liable for breach of the voting restrictions in the Corporations Act if you cast a vote that the Company disregards.

For the Purposes of Resolution 5:

Voting Exclusion Statement : The Company will disregard any votes cast on the proposed resolution to ratify the grant of Contractor Performance Rights (Resolution 5) by any person participating in the grant of the Contractor Performance Rights and any associate of those persons.

OTHER BUSINESS

“Resolution” means a resolution contained in this Notice; and

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

For the purposes of this Notice (including each of the Resolutions), the following definitions apply:‐

“Annual Report” means the annual report of the Company for the year ended 30 June 2012;

“Shareholder” means a holder of shares in the Company.

By order of the Board

==> picture [127 x 36] intentionally omitted <==

STEPHEN RODGERS

“ASX” means the ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

Company Secretary

Dated: 15 October 2012

“Board” means the Board of Directors of Comet Ridge Limited;

How to vote

“Closely Related Party” , in relation to a member of the KMP, means the member’s spouse, child or dependant (or a child or dependant of the member’s spouse), anyone else in the member’s family who may be expected to influence or be influenced by the member in the member’s dealings with the Company (or its controlled entities), and any company the member controls;

“Company” or “Comet Ridge” means Comet Ridge Limited A.B.N 47 106 092 577;

“Constitution” means the Company’s Constitution, as amended from time to time;

“Corporations Act” means Corporations Act 2001 (Cth);

“Directors” means the Directors of the Company;

“Equity Securities” has the meaning given to that term in the Listing Rules.

“Explanatory Memorandum” means the explanatory memorandum accompanying this Notice;

“Key Management Personnel” or " KMP" means those persons having authority and responsibility for planning, directing and controlling the activities of the Company or its controlled entities, whether directly or indirectly. Members of the KMP include directors (both executive and non‐executive) and certain senior executives;

Shareholders can vote by either:‐

• attending the meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote; or

• appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice or by submitting their proxy appointment and voting instructions by facsimile.

Voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting, if possible, so that their holding may be checked against the Company’s Share Register and attendance recorded. Attorneys should bring with them an original or certified copy of the Power of Attorney under which they have been authorised to attend and vote at the meeting.

Voting by a Corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the meeting. The appointment must comply with the requirements of Section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment, including any authority under which it is signed unless previously given to the Company’s Share Registry.

“Listing Rules” means the Listing Rules of the ASX;

“Notice” means this Notice of Annual General Meeting;

Voting by Proxy

• A Shareholder entitled to attend and vote is permitted to appoint not more than two (2) proxies. Each proxy will have the right to vote on a poll and also to speak at the meeting.

• The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).

• A proxy need not be a Shareholder.

• The proxy can be either an individual or a body corporate.

• If a proxy is not directed how to vote on an item of business, the proxy may vote, or abstain from voting, as they think fit.

• Should any resolution, other than those specified in this Notice, be proposed at the meeting, a proxy may vote on that resolution as they think fit.

• If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder’s behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

• Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the meeting, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman of the meeting, the secretary or any Director that do not contain a direction how to vote will be used where possible to support each of the resolutions proposed in this Notice.

• To be effective, proxies must be lodged by 11.00am (Brisbane time) on Tuesday 13 November 2011. Proxies lodged after this time will be invalid.

• by returning a completed proxy form in person or by post using the pre‐addressed envelope provided with this Notice to:‐

The Share Registry Comet Ridge Limited c/‐ Computershare Investor Services Pty Limited GPO Box 242 MELBOURNE VIC 3001

or

1. by faxing a completed proxy form to:‐

Comet Ridge Limited, on 1800 783 447 (within Australia); or + 61 3 9473 2555 (outside Australia)

or

1. by visiting:‐

www.investorvote.com.au and logging in using the control number found on the front of your accompanying proxy form.

Intermediary Online subscribers (Institutions/Custodians) may lodge their proxy instruction online by visiting www.intermediaryonline.com

The proxy form must be signed by the Shareholder or the Shareholder’s attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer’s attorney, a certified copy of the Power of Attorney, or the Power itself, must be received by the Company at the above address, or by facsimile and by 11.00am (Brisbane time) on Tuesday 13 November 2011. If facsimile transmission is used, the Power of Attorney must be certified.

Shareholders who are entitled to vote

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 7.00pm (Sydney time) on 13 November 2011.

• Proxies may be lodged using any of the following methods:‐

COMET RIDGE LIMITED

A.B.N 47 106 092 577

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of Comet Ridge Limited ( “Comet Ridge” or the “Company” ).

FINANCIAL STATEMENTS AND REPORTS

The first item of the Notice of Annual General Meeting deals with the presentation of the consolidated annual financial statements of the Company for the financial year ended 30 June 2012 together with the Directors’ Declaration and Report in relation to that financial year and the Auditor’s Report on those financial statements. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.

No resolution is required to be moved in respect of this item.

Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company.

The Chairman will also provide Shareholders a reasonable opportunity to ask the Auditor questions relevant to:

• if comments are made on the report at the Annual General Meeting, the Company's remuneration report for the financial year ending 30 June 2013 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 2013 Annual General Meeting, at least 25% of the votes cast on the resolution for adoption of the remuneration report for the relevant 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 ). 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 any managing director) will cease to hold office immediately before the end of the Spill Meeting unless re‐elected at that meeting.

Recommendation

• the conduct of the audit;

• the preparation and content of the Independent Audit Report;

• the accounting policies adopted by the Company in relation to the preparation of accounts; and

• the independence of the Auditor in relation to the conduct of the audit.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

In accordance with Section 250R(2) of the Corporations Act the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company’s 2012 Annual Report. The Remuneration Report is contained in the Annual Report and is also available on the Company’s website: www.cometridge.com.au

This Resolution is advisory only and does not bind the Directors or the Company. However, if at least 25% of the votes cast on the resolution at the Annual General Meeting are against adoption of the report, then:

The Remuneration Report forms part of the Directors' Report, made in accordance with a unanimous resolution of the Directors. Each of the Directors recommends the report to Shareholders for adoption.

RESOLUTION 2 – RE‐ELECTION OF MR JAMES ALLAN VINCENT MCKAY AS A DIRECTOR

The Company’s Constitution provides that at every Annual General Meeting one‐third of the Directors, or, if their number is not a multiple of three, then such number as is appropriate shall retire from office to ensure that no Director holds office for more than three (3) years. Mr James McKay therefore, retires from office in accordance with this requirement and submits himself for re‐election.

Mr McKay was appointed a Director on 16 April 2009 and made Chairman of the Board on 11 November 2009. Mr McKay is a graduate of the University of Queensland holding degrees in Law and Commerce.

Mr McKay brings to Comet Ridge a strong commercial background, with sound financial business management and legal expertise. He has been involved in the establishment and development of a number of businesses.

He is also a Director of Walcot Capital, a private venture capital business specialising in energy investment. He was the former Chairman of CSG explorer Sunshine Gas Limited having overseen its merger with Queensland Gas Company for in excess of $1Billion in 2008 as well as being a past president of the Australasian Cemeteries and Crematoria Association.

the Performance Rights have not vested by 7 July 2013 they lapse.

The Board is seeking approval of shareholders in accordance with the requirements of ASX Listing Rule 10.14.

Tor McCaul will receive the Performance Rights at no cost to him. Performance Rights will vest if he maintains his employment with the Company over the period to which the Performance Rights relate.

A total of 350,000 Performance Rights have previously been granted to the Tor McCaul of which 175,000 have converted to ordinary shares.

Recommendation

The Directors (with Mr McKay abstaining) recommend that you vote in favour of the resolution.

RESOLUTION 3 – GRANT OF PERFORMANCE RIGHTS TO MANAGING DIRECTOR

The Company proposes to grant its Managing Director, Tor McCaul, a total of 1,800,000 Performance Rights under the Company’s Performance Rights Plan ( PRP ).

The first tranche of Performance Rights proposed to be granted to the Managing Director is 1,00,000 which will be conditional upon the market price of the shares in Comet Ridge Limited reaching $0.25 and remaining at that price based on a 10 day Volume Weighted Average Price. In order to qualify for the Performance Rights the Managing Director must continue to remain an employee of the Group for the period up to and including the date the Performance Rights vest. If these Performance Rights have not vested by 30 June 2016 they lapse.

The second tranche is a grant of 800,000 Performance Rights. This tranche will be subject to the following criteria:

• If the Comet Ridge share price is at or above A$0.32 as at the close of trade 30 June 2013 the Managing Director shall be entitled to convert 800,000 of the Performance Rights to ordinary shares in the Company;

• If the Comet Ridge share price is at or above A$0.25 as at the close of trade 30 June 2013 the Managing Director shall be entitled to convert 400,000 of the Performance Rights to ordinary shares in the Company;. and

• If the Comet Ridge share price is at or above A$0.20 as at the close of trade 30 June 2013 the Managing Director shall be entitled to convert 160,000 of the Performance Rights to ordinary shares in the Company.

In order to qualify for the Performance Rights under this tranche the Managing Director must continue to remain an employee of the Group for the period up to and including the date the Performance Rights vest. If

He is the only director to whom it is proposed that Performance Rights be granted under the PRP at this time. No other person who requires approval to participate in the PRP under ASX Listing Rule 10.14 has been or will be issued with Performance Rights until such approval is obtained.

No loans will be granted to Tor McCaul in relation to his participation in the PRP.

The PRP was summarised in the 2010 Notice of Annual General Meeting. A copy of the PRP Rules can be obtained from the Company Secretary upon request. Details of any Performance Rights issued under the PRP (and shares issued upon their vesting) will be published in each annual report of the Company relating to the period in which they have been issued, together with a note that approval of the issue was obtained under ASX Listing Rule 10.14.

Additional persons:

• who become entitled to participate in the PRP after this resolution is approved;

• who were not named in this notice of meeting; and

• who are directors of the Company, associates of a Director of the Company or persons to whom ASX considers this criteria should apply,

will not participate in the PRP until approval is obtained under ASX Listing Rule 10.14.

Allocation of Performance Rights to Tor McCaul will be made no later than 12 months after the date of this meeting.

This item is not a resolution to grant any Performance Rights to Tor McCaul. It is an authority for the Board of the Company to grant the Performance Rights.

Recommendation

Each of the Directors (other than Tor McCaul who is not entitled to vote) recommends the approval of the grant of Performance Rights to Tor McCaul. None of the Directors (other than Tor McCaul) has an interest in the outcome of this resolution.

RESOLUTION 4 – RATIFICATION OF THE ISSUE OF SHARES

In a placement that was completed on 16 August 2012 the Company raised a total of $2,500,000 through the issue of 25,000,000 ordinary shares at $0.10 per share.

Subject to certain exceptions, ASX Listing Rule 7.1 restricts a company from issuing or agreeing to issue equity securities in any 12 month period which amount to more than 15% of the company’s ordinary securities on issue at the commencement of that period without shareholder approval.

ASX Listing Rule 7.4 permits the ratification by shareholders of previous issues of securities made without shareholder approval provided the issue did not breach the 15% threshold in ASX Listing Rule 7.1.

In accordance with ASX Listing Rules 7.4 and 7.5, the Company advises that:

• (a) Resolution 4 has been included so that shareholders may approve and ratify pursuant to ASX Listing Rule 7.4 the issue of a total of 25,000,000 ordinary shares to those parties detailed below;

• (b) The shares were issued and allotted to various sophisticated investors and Australian institutions unrelated to the Company;

• (c) The proceeds raised through the issue of the shares will be used primarily for the Company’s exploration and appraisal activities in 2012/2013 and provide for additional working capital;

• (d) The shares issued rank pari passu with, and on the same terms, as the existing fully paid ordinary shares on issue in the Company;

• (e) None of the allottees are related parties of the Company; and

• (f) The shares were issued at $0.10.

Accordingly, as the issue of Shares did not breach ASX Listing Rule 7.1, the Company wishes to refresh its capacity to issue without specific approval by seeking approval under ASX Listing Rule 7.4 for the issue of those shares. The effect of obtaining Shareholder approval will be that the shares issued will be treated as having been made in accordance with ASX Listing Rule 7.1 and, as a result, the Company’s ability to issue the number of shares permitted under ASX Listing Rule 7.1, without Shareholder approval will not be effected.

RESOLUTION 5 – RATIFICATION OF THE GRANT OF CONTRACTOR PERFORMANCE RIGHTS

The Board seeks approval for the grant by the Company of 2,400,000 Contractor Performance Rights under the Company's Contractors’ Performance Rights Plan ( CPRP ) to certain selected contractors of the Company.

At the 2010 AGM the Company approved the establishment of a Performance Rights Plan ( PRP ) for employees. The PRP was summarised in the 2010 notice of Annual General Meeting. Awards of performance rights can only be made to employees of the Company and their controlled entities. However, the services of a number of key members of the Companies management team are provided through contractors.

Accordingly the Company adopted the CPRP on 23 June 2011 to allow the grant of Contractor Performance Rights to a number of the key contractors to the Company. The Contractor Performance Rights are granted on a similar basis to Performance Rights granted under the PRP. Each Contractor’s Performance Right entitles the holder to be issued with one ordinary share in the Company provided the relevant performance conditions are satisfied. A copy of the CPRP Rules can be obtained from the Company Secretary upon request.

On 1 July 2012, 2,400,000 Contractors’ Performance Rights were issued under the CPRP.

As is the case with the PRP, Contractor Performance Rights can be subject to performance conditions determined by the Board which must be satisfied before the Contractor Performance Rights can be exercised. The only performance conditions attaching to the Contractor Performance Rights issued on 1 July 2012 is maintenance of the contracting arrangement for a nominated period. This matches the performance condition attaching to the Performance Rights referred to in Resolution 3.

Contractor Performance Rights are "equity securities" for the purposes of ASX Listing Rule 7.1. ASX Listing Rule 7.1 provides that without Shareholder approval, a company must not issue or agree to issue new equity securities constituting more than 15% of its total issued capital within a 12 month period (excluding any issue of equity securities approved by Shareholders and other various permitted exceptions which are not relevant for current purposes).

Recommendation

The Directors consider it prudent that the Company retain the flexibility of that ability in case the need to issue further securities arise and recommend that Shareholders vote in favour of the proposed resolution.

Because the PRP is an employee incentive scheme for the purposes of the ASX Listing Rules and was approved at the 2010 AGM, grants of Performance Rights under the PRP fall within an exception to ASX Listing Rule 7.1. This exception is not available to Contractor Performance Rights issued under the CPRP as the CPRP is not an employee incentive scheme. However, grants under the CPRP can be individually excepted under ASX Listing Rule 7.4.

The effect of approving Resolution 5 is that the 2,400,000 Contractor Performance Rights granted on 1 July 2012 will not be included when calculating the thresholds restricting the issue of equity securities under ASX Listing Rule 7.1.

ASX Listing Rule 7.4 require that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to ASX Listing Rule 7.4:

• the maximum number of Contractor Performance Rights granted and covered by this approval is 2,400,000;

• the vesting of the Contractor Performance Rights is conditional upon the market price of the shares in Comet Ridge Limited reaching $0.25 and remaining at that price based on a 10 day Volume Weighted Average Price;

• if the vesting condition has not been satisfied by 30 June 2016 the Contractor Performance Rights will lapse;

• the Contractor Performance Rights were granted at no cost and if they vest, no additional amount will be payable on the issue of shares in the Company to the holder;

Recommendation

Each of the Directors recommends the ratification of the grant of the 2,400,000 Contractor Performance Rights for the purpose of ASX Listing Rule 7.4. None of the Directors has an interest in the outcome of this resolution.

RESOLUTION 6 – APPROVAL OF 10% PLACEMENT CAPACITY

ASX Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the Annual General Meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under ASX Listing Rule 7.1. An eligible entity for the purposes of ASX 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. The Company is an eligible entity.

The Company is now seeking shareholder approval by way of a Special Resolution to have the ability to issue Equity Securities under the 10% Placement Facility. The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2, which is detailed below.

Description of ASX Listing Rule 7.1A

• the Contractor Performance Rights were granted to the following contractors of the Company, none of whom are related parties of the Company:

Cuirass Pty Ltd : 500,000 Contractor Performance Rights

Laguna Capital Pty Ltd : 500,000 Contractor Performance Rights

PBL Energy Pty Ltd 500,000 Contractor Performance Rights

Tactave Pty Ltd 500,000 Contractor Performance Rights

McGrath Corporate Consulting Pty Ltd : 200,000 Contractor Performance Rights;

Harlequin Energy Services Pty Ltd 150,000 Contractor Performance Rights

MTC Projects Pty Ltd 50,000 Contractor Performance Rights; and

• the Company will not be raising funds from the issue of the Contractor Performance Rights as they are being issued as part of an incentive program for certain selected key contractors rather than to raise funds.

a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an Annual General Meeting.

b) Equity Securities

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

The Company, as at the date of the Notice, has on issue only one type of Equity Securities being ordinary shares.

Formula for calculating 10% Placement Facility

ASX Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an Annual General Meeting may issue or agree to issue, during the 12 month period after the date of the Annual General Meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is the number of shares on issue 12 months before the date of the issue or agreement:

• i. plus the number of fully paid shares issued in the 12 months under an exception in ASX Listing Rule 7.2;

• ii. plus the number of partly paid shares that became fully paid in the 12 months;

• iii. plus the number of fully paid shares issued in the 12 months with approval of holders of shares under ASX Listing Rules 7.1 and 7.4;

• iv. less the number of fully paid shares cancelled in the 12 months.

Note : A has the same meaning in ASX Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

D is 10%.

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

ASX Listing Rules 7.1 and 7.1A

The ability of an entity to issue Equity Securities under ASX Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under ASX Listing Rule 7.1.

At the date of this Notice, the Company has on issue 402,148,746 ordinary shares and therefore has a capacity to issue:

• 1) 60,322,311 Equity Securities under ASX Listing Rule 7.1; and

• 2) subject to Shareholder approval being sought under Resolution 6, 40,214,874 Equity Securities under ASX Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under ASX Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in ASX Listing Rule 7.1A.2, which is detailed above.

Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the Volume Weighted Average Price of Equity Securities in the same class calculated over the 15 Trading Days immediately before:

• 1) the date on which the price at which the Equity Securities are to be issued is agreed; or

• 2) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (1) above, the date on which the Equity Securities are issued.

10% Placement Period

Shareholder approval of the 10% Placement Facility under ASX Listing Rule 7.1A is valid from the date of the Annual General Meeting at which the approval is obtained and expires on the earlier to occur of:

• 1) the date that is 12 months after the date of the AGM at which the approval is obtained; or

• 2) the date of the approval by shareholders of a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

ASX Listing Rule 7.1A

The effect of Resolution 6 will be to allow the Directors to issue the Equity Securities in any existing quoted class, under ASX Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under ASX Listing Rule 7.1.

Resolution 6 is a Special Resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) are cast in favour of the resolution.

Specific information required by ASX Listing Rule 7.3A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the following information is provided in relation to the approval of the 10% Placement Facility:

• a) The Equity Securities will be issued at an issue price of not less than 75% of the Volume Weighted Average Price for the Company’s Equity Securities over the 15 Trading Days immediately before:

• 1) the date on which the price at which the Equity Securities are to be issued is agreed; or

• 2) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (1) above, the date on which the Equity Securities are issued.

• b) If Resolution 6 is passed by Shareholders as a Special Resolution and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the below table (in the case of unlisted options, only if the unlisted options are exercised). There is a risk that:

• 1) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

ASX Listing Rule 7.3A.2 – Dilution Table

Variable "A" in ASX Listing Rule 7.1A.2		$0.0575 Issue Price (50% decrease in Deemed Price)	$0.115 Issue Price (Deemed Price)	$0.23 Issue Price (100% increase in Deemed Price)
402,148,746 being the current Variable A Shares.	10% Voting Dilution Funds Raised	40,214,874 $2,312,355	40,214,874 $4,624,710	40,214,874 $9,249,421
603,223,119 being a 50% increase in Variable A Shares	10% Voting Dilution Funds Raised	60,322,311 $3,468,532	60,322.211 $6,937,065	60,322,211 $13,874,108
804,297,492 being a 100% increase in Variable A Shares	10% Voting Dilution Funds Raised	80,429,749 $4,624,710	80,429,749 $9,249,421	80,429,749 $18,498,842

*The Deemed Price was the closing price of the Shares on the ASX on 26 September 2012.

• 2) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset, which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in ASX Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

• 1) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer under Chapter 6 of the Corporations Act) or future specific placements under ASX Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• 2) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

The table has been prepared on the following assumptions:

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

• ii) No unlisted options are exercised into Shares before the date of the issue of the Equity Securities under ASX Listing Rule 7.1A. The Company has 2,500,000 unlisted options on issue at the date of this Notice. The Company has 6,000,580 Performance Rights on issue under the PRP and CPRP as at the date of this Notice.

• i) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• ii) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Annual General Meeting.

• iii) The table shows only the effect of issues of Equity Securities under ASX Listing Rule 7.1A, and does not consider issues under the 15% placement capacity under ASX Listing Rule 7.1.

• iv) The issue of Equity Securities under the 10% Placement Facility consists only of ordinary shares in the Company. The table does not demonstrate the effect of listed or unlisted options being issued under ASX Listing Rule 7.1A.

• v) The issue price for ordinary shares in the Company is deemed for the purposes of the table to be $0.115 ( Deemed Price ), being the closing price of these shares on ASX on 26 September 2012. This price is indicative only and does not consider the 25% discount to market that these shares may be issued at.

• vi) ‘A’ is the current number of fully paid ordinary shares on issue, and assumes full placement capacity available.

• c) The Company will only issue and allot the Equity Securities pursuant to the 10% Placement Capacity within 12 months of the date of this Annual General Meeting.. Further the approval under Resolution 6 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

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

• 1) non‐cash consideration for the acquisition of the new resources assets and investments. In such circumstances the Company will provide a valuation of the non‐cash consideration as required by ASX Listing Rule 7.1A.3; or

• 1) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

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

• 3) the financial situation and solvency of the Company; and

• 4) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company were to pursue an acquisition and were it to be successful in acquiring new resource assets or investments, it is possible that the allottees under the 10% Placement Facility will be the vendors of the new resource assets or investments.

• e) The Company has not previously obtained Shareholder approval under ASX Listing Rule 7.1A.

• f) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice.

Recommendation

• 2) cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expense associated with such acquisition), continued exploration and feasibility study expenditure on the Company’s current assets and/or general working capital.

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

The Directors consider that the approval of the issue of the 10% Placement Facility described above is beneficial for the Company as it provides the Company with the flexibility to issue up to the maximum number of securities permitted under ASX Listing Rule 7.1A in the next 12 months (without further Shareholder approval), should such an issue be required. Accordingly, each of the Directors recommends that Shareholders vote in favour of Resolution 6.

• e) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case‐by‐case basis having regard to the factors including but not limited to the following:

L000001

Lodge your vote:

 Online:

www.investorvote.com.au

ABN 47 106 092 577

 By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

T 000001 000 COI MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 552 270 (outside Australia) +61 3 9415 4000

Proxy Form



Vote online or view the annual report, 24 hours a day, 7 days a week:

www.investorvote.com.au

Your secure access information is: Cast your proxy vote Control Number: 999999 Access the annual report SRN/HIN: I 9999999999  PLEASE NOTE: For security reasons it is important that you keep your Review and update your securityholding SRN/HIN confidential.

• For your vote to be effective it must be received by 11.00am (Brisbane Time) Tuesday 13 November 2012

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

916CR_0_Sample_Proxy/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

==> picture [18 x 18] intentionally omitted <==

==> picture [157 x 38] intentionally omitted <==

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

I9999999999
----- End of picture text -----

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999

I ND

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Comet Ridge Limited hereby appoint

==> picture [21 x 21] intentionally omitted <==

the Chairman OR

of the Meeting

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Comet Ridge Limited to be held at the Royal on the Park, Corner Alice & Albert Streets, Brisbane Qld 4000 on Thursday, 15 November 2012 at 11.00am (Brisbane time) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on every Item of Business (except where I/we have indicated a different voting intention below) even if the Item of Business (including, without limitation, Items 1 & 3) is connected directly or indirectly with the remuneration of a member of key management personnel of Comet Ridge Limited, which includes the Chairman.

Important Note: For Item 3, this express authority is also subject to you marking the box in the section below.

Important for Item 3: If the Chairman of the Meeting is your proxy and you have not directed the Chairman how to vote on Item 3 below, please mark the box in this section. If you do not mark this box and you have not otherwise directed your proxy how to vote on Item 3, the Chairman of the Meeting will not cast your votes on Item 3 (as applicable) and your votes will not be counted in computing the required majority if a poll is called on this item. The Chairman of the Meeting intends to vote undirected proxies in favour of Item 3 of business.

==> picture [20 x 21] intentionally omitted <==

I/We acknowledge that the Chairman of the Meeting may exercise my/our proxy even if the Chairman has an interest in the outcome of Item 3 and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

Items of Business 

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

ORDINARY RESOLUTIONS

Resolution	1	Non Binding Resolution to Adopt Remuneration Report
Resolution	2	Re-election of Mr James McKay as a Director
Resolution	3	Grant of Performance Rights to Managing Director
Resolution	4	Ratification of the Issue of Shares
Resolution	5	Ratification of the Grant of Contractor Performance Rights

SPECIAL RESOLUTION

Resolution 6 Approval of 10% Placement Capacity

The Chairman of the Meeting intends to vote all undirected proxies in favour of each Item of Business.

SIGN

Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1	Securityholder 2	Securityholder 3
Sole Director and Sole Company Secretary	Director	Director/Company Secretary
	Contact
Contact	Daytime	/ /
Name	Telephone	Date

C O I

9 9 9 9 9 9 A