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ACN 119 749 647
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27 October 2008

Companies Announcement Office ASX Limited 20 Bridge Street SYDNEY NSW 2000

NOTICE OF ANNUAL GENERAL MEETING AND ANNUAL REPORT

Please find attached the company’s Notice of Annual General Meeting to be held on Thursday, 27 November 2008 at 2.00pm.

The company advises that the Annual Report comprises only the documents previously lodged with ASX.

Yours faithfully

C Willis Director

Suite B 150 Hay Street Subiaco Western Australia 6008 Phone 08 9388 8439 Fax 08 9388 8450

Modena Resources Limited ACN 119 749 647

Notice of Annual General Meeting

Explanatory Statement

and

Proxy Form

ACN 119 749 647

Modena Resources Limited

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of members of Modena Resources Limited ( Modena or the Company ) will be held on Thursday, 27[th] of November 2008, commencing at 2.00pm at the Esplanade River Suite Hotel, Como, Western Australia.

The enclosed Explanatory Statement accompanies and forms part of this Notice of annual general meeting.

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the Financial Statements of the Company for the year ended 30 June 2008, and the reports of the Directors and auditor thereon.

RESOLUTION 1: Adoption of Remuneration Report

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

That for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report set out in the Company’s 2008 Annual Report for the financial year ended 30 June 2008 be adopted.

RESOLUTION 2: Re-election of Mr Peter Hampshire as a director of the Company

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

That Mr Hampshire, being a Director of the Company who retires by rotation in accordance with the Company’s Constitution and, being eligible, offers himself for re-election, be reelected as a director of the Company.

SPECIAL BUSINESS

RESOLUTION 3: Ratification of Issue of Shares on Conversion of Convertible Notes

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 prior issue and allotment of 6,985,531 ordinary fully paid shares in the capital of the Company on the conversion of convertible notes, to the parties listed in the Explanatory Statement accompanying this Notice of annual general meeting and otherwise on the basis set out therein, is ratified and approved."

The Company will disregard any votes cast on this resolution by the parties who participated in the issue as listed in the Explanatory Statement and any associate of them. However, the Company need not disregard a vote if 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 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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RESOLUTION 4: Ratification for Issue of Convertible Notes and Approval for Issue of Shares on Conversion of Convertible Notes

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

“That,

(a) for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue of 1,306,014 convertible notes with a face value of $457,104.92 be ratified and approved; and
(b) for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Directors be authorised to allot and issue Shares upon the conversion of up to 1,306,014 convertible notes with a face value of $457,104.92 such number of Shares to be determined at a conversion price of the lesser of:
(i) 35 cents per share; or
(ii) the price that is 85% of the average market price of the Company’s ordinary fully paid shares calculated over the last 5 days on which sales were recorded before the date of conversion and issue,

and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of annual general meeting.”

The Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of an ordinary security holder, if the resolution is passed, and any associate of them. However, the Company need not disregard a vote if 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 it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 5: Ratification for Issue of Convertible Notes and Approval for Issue of Shares on Conversion of Convertible Notes

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

“That,

(a) for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue of 1,344,444 convertible notes with a face value of $605,000.00 be ratified and approved; and
(b) for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Directors be authorised to allot and issue Shares upon the conversion of up to 1,344,444 convertible notes with a face value of $605,000.00 such number of Shares to be determined at a conversion price of the lesser of:
(i) 45 cents per share; or
(ii) the price that is 85% of the average market price of the Company’s ordinary fully paid shares calculated over the last 5 days on which sales were recorded before the date of conversion and issue,

and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of annual general meeting.”

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RESOLUTION 6: Ratification of Placement – 17 October 2008

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior allotment and issue of 2,583,333 fully paid ordinary shares in the capital of the Company on the terms and conditions set out in the Explanatory Statement accompanying this Notice of annual general meeting and otherwise on the basis set out therein, is ratified and approved.”

RESOLUTION 7: Grant of Options

That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issue within three months of the date of this meeting of 1,291,666 Options, such Options to be issued on the terms and conditions set out in the Explanatory Statement accompanying this Notice of annual general meeting, to acquire ordinary fully paid shares in the capital of Modena, is approved.”

The Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed, and any associate of them. However, the Company need not disregard a vote if 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 it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 8: Proposed Capital Raising – Shares and Options

That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issue and allotment of 1,300,000 ordinary fully paid shares in the capital of the Company at an issue price of 27 cents each (together with the grant of one free Option for every two Shares subscribed for and issued), and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of annual general meeting, is approved.

The Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed, and any associate of them. However, the Company need not disregard a vote if 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 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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RESOLUTION 9: Issue of Convertible Notes

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Directors be authorised to:

(a) issue up to 6,875,000 Convertible Notes at a price of $0.35 per Note; and
(b) allot and issue Shares upon the conversion of up to 6,875,000 convertible notes with a face value of $2,406,250 such number of Shares to be determined at a conversion price of the lesser of:
(i) 35 cents per share; or
(ii) the price that is 85% of the average market price of the Company’s ordinary fully paid shares calculated over the last 5 days on which sales were recorded before the date of conversion and issue,

and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of annual general meeting.”

For the purposes of determining voting entitlements at the annual general meeting, Shares will be taken to be held by persons who are registered as holding Shares at 2pm on the 25[th] of November 2008. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the annual general meeting.

Proxy and Voting Entitlement Instructions are included on the Proxy Form accompanying this Notice of annual general meeting.

Annual Report Online

Shareholders who have not elected to receive a hard copy of the Annual Report can access the report on the company’s website at www.modenaresources.com

BY ORDER OF THE BOARD

Craig Willis Director

23 October 2008

Modena Resources Limited

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EXPLANATORY STATEMENT

1. INTRODUCTION

This Explanatory Statement has been prepared for the information of members of Modena Resources Limited (“ Modena ” or the “ Company ”) in connection with the business to be conducted at the annual general meeting of members to be held at the Esplanade River Suite Hotel, 112 Melville Parade, Como, Western Australia on Thursday, 27[th] November 2008 at 2.00pm.

This Explanatory Statement forms part of and should be read in conjunction with the accompanying Notice of annual general meeting.

2. FINANCIAL STATEMENTS AND REPORTS

As required by section 317 of the Corporations Act, the financial statements for the year ended 30 June 2008 and the reports of the Directors and auditors thereon will be laid before the meeting. There is no requirement for a formal resolution on this item.

In accordance with the Corporations Act, a reasonable opportunity will be given to Shareholders to ask questions and/or make comments on the management of the Company at the meeting.

As a Shareholder you are entitled to submit one written question to the auditor prior to the Annual General Meeting provided that the question relates to:

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The content of the auditor’s report; or
The conduct of the audit in relation to the financial report.

All written questions must be sent to the Company and may not be sent direct to the auditor. The Company will then forward all questions to the auditor. Questions must be received by the Company no later than 5 business days before the date of the annual general meeting.

The auditor will be attending the Annual General Meeting and will be available to answer questions from Shareholders relevant to:

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The conduct of the audit;
The preparation and content of the auditor’s report;
The accounting policies adopted by the Company in relation to the preparation of the financial statements; and
The independence of the auditor in relation to the conduct of the audit.

The auditor will also answer written questions submitted prior to the Annual General Meeting.

3. RESOLUTION 1: Adoption of Remuneration Report

The Company is required to include in its Directors Report a detailed Remuneration Report relating to Directors’ and executives’ remuneration. Section 300A of the Corporations Act sets out the information to be included in the Remuneration Report. The Remuneration Report is set out in the Directors Report section of Company’s 2008 Annual Report.

As required by section 250R(2) of the Corporations Act, a resolution that the remuneration report for the year ended 30 June 2008 be adopted is to be put to a vote. The vote on this item is advisory only and does not bind the Directors or the Company.

In accordance with section 250SA of the Corporations Act, shareholders will be provided with a reasonable opportunity to ask questions about, or make comments on, the Remuneration

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Report. This is in addition to any questions or comments that shareholders may have in relation to the management of the Company.

4. RESOLUTION 2: Re-Election of Directors

Resolution 2 relates to the election of Directors. In accordance with the Company’s Constitution, Mr Hampshire will retire by rotation at the annual general meeting and being eligible offers himself for re-election. A summary of the qualifications and experience for Mr Hampshire is provided below:

Peter Hampshire Non-Executive Chairman

Mr Hampshire has been a stockbroker and investment banker for 35 years. He started his career with Slater Walker Merchant Bank in London before moving back to Australia and spent 4 years with Merrill Lynch International. Mr Hampshire then joined Jacksons stockbrokers, followed by a period consulting to and director of both private and public investment and resource companies. Mr Hampshire was a stockbroker with Southern Cross Equities before joining Bell Potter Securities when he became Director of Investments for Admerex Limited.

During his career, Mr Hampshire has consulted to and advised a number of private and public companies in the areas of investment strategy, capital raising and currency and hedging strategies.

5. RESOLUTION 3: Ratification of Issue of Shares on Conversion of Convertible Notes

Resolution 3 of the Notice of annual general meeting proposes the ratification of the issue and allotment of 6,985,531 Shares, thereby satisfying the requirements of ASX Listing Rule 7.4.

The company announced the issue of unsecured convertible notes (“Notes”) with a total face value of A$2,701,116 in January and February 2008.

The principle terms of the Notes were as follows:

Description:	Series 1	Series 2
Face value:	$1,201,116	$1,500,000
Redemption date:	31/01/2010	28/02/2010
Conversion price:	The lesser of 35 cents or 85% of 5 day weighted average market price	The lesser of 45 cents or 85% of 5 day weighted average market price
Interest rate:	10.5%	12.0%

Between 5 June 2008 and 25 August 2008, Notes with a face value of $1,639,012 have been converted to 6,985,531 Shares. Of these Shares, 2,156,966 Shares issued in June 2008 were entitled to the option entitlement issue completed in July 2008.

At the date of this Explanatory Statement the face value of outstanding Notes was Series 1 - $457,104 and Series 2 - $605,000.

The placement of Shares on the conversion of Notes was within the 15% annual limit permitted under Listing Rule 7.1 without shareholder approval. The effect of shareholders passing Resolution 3 will therefore be to restore the Company’s ability to issue securities within the limit.

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In compliance with the information requirements of ASX Listing Rule 7.5 members are advised of the following particulars in relation to the issue:

(a) Number of securities allotted:

6,985,531 Shares

(b) Price at which the securities were issued:

1,304,121 Shares – 38.34 cents 130,719 Shares – 38.25 cents 105,208 Shares – 38.02 cents 146,432 Shares – 37.56 cents 470,486 Shares – 35.00 cents 2,828,565 Shares – 17.30 cents 2,000,000 Shares – 17.00 cents

The Shares rank equally in all respects with the existing Shares on issue.

(d) Names of the allottees:

Azur Capital Ltd	-	400,000 Shares
Rebecca Ann Price	-	137,046 Shares
Alimold Pty Ltd	-	2,000,000 Shares
John Hildred	-	306,665 Shares
Diskfin Pty Ltd	-	520,231 Shares
Group Seventy Three Super Fund Pty Ltd	-	374,247 Shares
Lawrence & Valerie Buono	-	374,247 Shares
Simon Tritton	-	130,719 Shares
Nicholas Barham	-	1,304,121 Shares
Gordon Moseby	-	79,872 Shares
Najava Pty Ltd	-	578,035 Shares
Leymar International Pty Ltd	-	260,116 Shares
Forrester Super Pty Ltd	-	260,116 Shares
Pasquale Parrottino	-	260,116 Shares

No related party participated in the allotment of Shares.

(e) Intended use of funds raised:

The funds raised from the convertible note issues were to provide funds for participation in the Company’s farm-in interests and for additional working capital purposes.

6. RESOLUTION 4: Ratification for Issue of Convertible Notes and Approval for Issue of Shares on Conversion of Convertible Notes

Resolution 4 of the Notice of annual general meeting seeks Shareholder approval for:

(a)
the prior issue of 1,306,014 Convertible Notes at a price of $0.35 per Note; and
(b) the allotment and issue of Shares upon the conversion of up to 1,306,014 convertible notes with a face value of $457,104.92, such number of Shares to be determined at a conversion price of the lesser of:
(i) 35 cents per share; or

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(ii) the price that is 85% of the average market price of the Company’s ordinary fully paid shares calculated over the last 5 days on which sales were recorded before the date of conversion and issue.

On 8 January 2008, the Company announced that the Directors had reached agreement for the issue of unsecured convertible notes (“Notes”) with a face value of $1,200,000. The principle terms of the Notes are as detailed in (c) below. Conversion of the Notes to Shares was conditional on Shareholder approval, if necessary.

As mentioned under Resolution 3 above, Notes with a face value of $744,012 were converted to 3,853,963 Shares between 5 June 2008 and 25 August 2008.

The number of Shares that may be issued by the Company upon the conversion of Notes may exceed the 15% threshold requiring shareholder approval. To retain the Company’s 15% equity security placement capability, shareholder approval is being sought for the issue of Shares on conversion of Notes so as to allow the issue of further securities in the future, without the necessity for Shareholder approval.

In compliance with the information requirements of ASX Listing Rule 7.3 and 7.5 members are advised of the following particulars in relation to the issue of the Notes and of Shares on conversion of Notes:

(a) the amount of funds raised by the Notes remaining outstanding was $457,104.92. A Note will convert into the number of Shares calculated by dividing that part of the amount provided as an advance pursuant to the Note, the face value, divided by the Conversion price as described in (c) below.
(b) the Notes were issued to sophisticated and professional investors as defined in section 708 of the Corporations Act.
(c)
The principle terms of the Notes are as follows:

Face value per Note: $0.35 each Redemption Date: 31 January 2010 Coupon rate: 10.5% per annum, payable quarterly in arrears Conversion price: The lesser of: (a) 35 cents per share; or

(b) the price that is 85% of the average market price of the Company’s ordinary fully paid shares calculated over the last 5 days on which sales were recorded before the date of conversion and issue.

Conversion right: Convertible, in whole or in part, by the Noteholder at any time from the date of issue and prior to the Redemption Date. Security: Unsecured ASX: The company will not apply to ASX for quotation of the Notes. Upon conversion of a Note the Company will apply for quotation of the Shares issued pursuant to the conversion.

(d) The terms and conditions of the Shares issued upon conversion of Notes will be the same as the Shares in the Company already on issue and will from the date of issue rank equally in all respects with the then existing Shares.
(e) The funds raised from the convertible note issue were to provide funds for participation in the Company’s farm-in interests and for additional working capital purposes.
(f) The issue of Notes occurred progressively. Allotment of Shares will occur progressively upon the conversion of Notes.

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If Resolution 4 is not approved by Shareholders, noteholders will not be entitled to convert the Notes to Shares, other than in the circumstance where the Company has the capacity under its 15% placement limit. A noteholder in this instance will only have right of redemption in accordance with the terms of the Note deed.

7. RESOLUTION 5: Ratification for Issue of Convertible Notes and Approval for Issue of Shares on Conversion of Convertible Notes

Resolution 5 of the Notice of annual general meeting seeks Shareholder approval for:

(a) the prior issue of 1,344,444 Convertible Notes at a price of $0.45 per Note; and
(b) the allotment and issue of Shares upon the conversion of up to 1,344,444 convertible notes with a face value of $605,000.00, such number of Shares to be determined at a conversion price of the lesser of:
(i) 45 cents per share; or
(ii) the price that is 85% of the average market price of the Company’s ordinary fully paid shares calculated over the last 5 days on which sales were recorded before the date of conversion and issue.

On 14 February 2008, the Company announced that the Directors had reached agreement for the issue of unsecured convertible notes (“Notes”) with a face value of $1,500,000. The principle terms of the Notes are as detailed in (c) below. Conversion of the Notes to Shares was conditional on Shareholder approval, if necessary.

As mentioned under Resolution 3 above, Notes with a face value of $895,000 were converted to 3,131,568 Shares between 5 June 2008 and 25 August 2008.

(a) the amount of funds raised by the Notes remaining outstanding was $605,000.00. A Note will convert into the number of Shares calculated by dividing that part of the amount provided as an advance pursuant to the Note, the face value, divided by the Conversion price as described in (c) below.
(b) the Notes were issued to sophisticated and professional investors as defined in section 708 of the Corporations Act.
(c) The principle terms of the Notes are as follows:

Face value per Note: $0.45 each Redemption Date: 28 February 2010 Coupon rate: 12% per annum, payable quarterly in arrears Conversion price: The lesser of: (a) 45 cents per share; or (b) the price that is 85% of the average market price of the Company’s ordinary fully paid shares calculated over the

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last 5 days on which sales were recorded before the date of conversion and issue. Conversion right: Convertible, in whole or in part, by the Noteholder at any time from the date of issue and prior to the Redemption Date.

Security: Unsecured ASX: The company will not apply to ASX for quotation of the Notes. Upon conversion of a Note the Company will apply for quotation of the Shares issued pursuant to the conversion.

(d) The terms and conditions of the Shares issued upon conversion of Notes will be the same as the Shares in the Company already on issue and will from the date of issue rank equally in all respects with the then existing Shares.
(e) The funds raised from the convertible note issue were to provide funds for participation in the Company’s farm-in interests and for additional working capital purposes.
(f) The issue of Notes occurred progressively. Allotment of Shares will occur progressively upon the conversion of Notes.

If Resolution 5 is not approved by Shareholders, noteholders will not be entitled to convert the Notes to Shares, other than in the circumstance where the Company has the capacity under its 15% placement limit. A noteholder in this instance will only have right of redemption in accordance with the terms of the Note deed.

8. RESOLUTION 6: Ratification of Placement – 17 October 2008

Resolution 6 of the Notice of annual general meeting proposes the ratification of the issue and allotment of 2,583,333 Shares at an issue price of $0.27 per Share, thereby satisfying the requirements of ASX Listing Rule 7.4.

On 9 September 2008, the Company announced that it had reached agreement to place up to 3,750,000 Shares, together with one free attaching listed option for every two shares subscribed for and allotted, at an issue price of $0.27 per Share, to raise up to $1,012,500 before expenses. Based on applications received the amount to be raised has been increased to $1,048,500.

2,583,333 Shares were issued under the Company’s 15% capacity on 17 October 2008, with the balance of Shares and the attaching Options subject to shareholder approval. The issue of 1,300,000 Shares and 1,941,666 Options is the subject of resolutions 7 and 8.

The placement of the 2,583,333 Shares was within the 15% annual limit permitted under Listing Rule 7.1 without shareholder approval. The effect of shareholders passing Resolution 6 will therefore be to restore the Company’s ability to issue securities within the limit.

In compliance with the information requirements of ASX Listing Rule 7.5 members are advised of the following particulars in relation to the placement:

(a) Number of securities allotted:

2,583,333 Shares

(b) Price at which the securities were issued:

27 cents per Share, together with (subject to shareholder approval as contemplated by Resolution 7) the grant of one free Option for every two Shares subscribed for and allotted.

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The Shares rank equally in all respects with the existing Shares on issue. The options, if approved by shareholders, will be issued on the same terms and conditions as the existing listed options.

(d) Names of the allottees:

Bell Potter Nominees Ltd 1,039,352 Shares Mr Gary Booth 200,000 Shares Mr Simon Tritton 100,000 Shares Alimold Pty Ltd 623,611 Shares Diskfin Pty Ltd 150,000 Shares Tyche Investments Pty Ltd 370,370 Shares Mark & Rebecca Potter 100,000 Shares

No related party participated in the allotment of Shares.

(e) Intended use of funds raised:

Funds raised will be used to meet the company’s existing oil and gas exploration activities and for additional working capital.

9. GRANT OF OPTIONS: Resolution 7

Resolution 7 of the Notice of annual general meeting proposes the grant of 1,291,666 Options to the parties that subscribed for Shares in the placement completed on 17 October 2008 (Resolution 6), on the basis of one free Option for every two Shares subscribed for and allotted.

In compliance with the information requirements of ASX Listing Rule 7.3 members are advised of the following particulars in relation to the proposed issue of options:

(a) Maximum number of options to be issued:
1,291,666
(b) Date by which Modena will issue options:

No later than three months after the date of the meeting.

The options are being issued free on the basis of one Option for every two Shares issued to subscribers to the placement of Shares undertaken on 17 October 2008 and which is more particularly described in section 8 above.

(d) Names of the allottees:

The allottees are as described in section 8 (d).

(e) Terms of issue:

The Options will be issued on the same terms and conditions as the Company’s existing listed options.

(f) Intended use of funds raised:

The options will be issued free of charge. There are no funds being raised from the allotment as the Options will be issued as part of the securities package paid for by

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subscribers to the placement of Shares on 17 October 2008, and which are being granted on the basis of one Option for every two Shares subscribed for and allotted.

(g) Dates of allotment:

Allotment will occur on one date.

10. PROPOSED CAPITAL RAISING – SHARES AND OPTIONS: Resolution 8

Resolution 8 of the Notice of annual general meeting proposes the issue and allotment of 1,300,000 Shares at an issue price of 27 cents each, together with the grant of one free Option for every two Shares subscribed for and issued, to raise $351,000 (before expenses of the issue).

The proposed issue is part of the total placement package announced on 9 September 2008 (refer section 8), and for which shareholder approval is required. The placement proposed pursuant to resolution 8, combined with the issue of Shares and Options under resolutions 6 and 7, will complete a total capital raising of $1,048,500.

In compliance with the information requirements of ASX Listing Rule 7.3 members are advised of the following particulars in relation to the proposed issue of Shares and Options pursuant to resolution 8:

(a) Maximum number of securities to be issued:

1,300,000 Shares and 650,000 Options.

(b) Date by which Modena will issue securities:

No later than three months after the date of this meeting.

27 cents per Share, together with the grant of one free Option for every two Shares subscribed for and allotted.

(d) Names of the allottees:

Bell Potter Nominees Ltd Alimold Pty Ltd

812,500 Shares and 406,250 Options 487,500 Shares and 243,750 Options

(e) Terms of issue:

The Shares will rank equally in all respects with the existing Shares on issue. The Options will be issued on the same terms and conditions as the Company’s existing listed options.

(f) Intended use of funds raised:

Funds raised will be used to meet the company’s existing oil and gas exploration activities and for additional working capital.

(g) Dates of allotment:

Allotment will occur on one date.

Directors and their associates are not entitled to participate in the placement.

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11. Issue of Convertible Notes: Resolution 9

Resolution 9 of the Notice of annual general meeting seeks Shareholder approval for:

(a) the issue of up to 6,875,000 Convertible Notes (“Notes”) at a price of $0.35 per Note; and
(b) the allotment and issue of Shares upon the conversion of up to 6,875,000 convertible notes with a face value of $2,406,250, such number of Shares to be determined at a conversion price of the lesser of:
(i) 35 cents per share; or
(ii) the price that is 85% of the average market price of the Company’s ordinary fully paid shares calculated over the last 5 days on which sales were recorded before the date of conversion and issue.

On 9 September 2008 the Company announced that the Directors had resolved to raise up to $1,800,000 by the issue of Notes. The proposed amount to be raised was increased to $2,406,250 and the terms of the Notes were varied on 17 October 2008. The principle terms of the proposed Notes are as detailed in (c) below.

In compliance with the information requirements of ASX Listing Rule 7.3 members are advised of the following particulars in relation to the issue of the Notes and of Shares on conversion of Notes:

(a) the amount of funds that may be raised by the Notes is $2,406,250. A Note will convert into the number of Shares calculated by dividing that part of the amount provided as an advance pursuant to the Note, the face value, divided by the Conversion price as described in (c) below.
(b) the Notes will issued to sophisticated and professional investors as defined in section 708 of the Corporations Act.
(c) The principle terms of the Notes are as follows:

Face value: $0.35 each Redemption Date: 30 September 2010 Coupon rate: 10% per annum, payable quarterly in arrears Conversion price: The lesser of: (a) 35 cents per share; or

(b) the price that is 85% of the average market price of the Company’s ordinary fully paid shares calculated over the last 5 days on which sales were recorded before the date of conversion and issue.

Conversion right: Convertible, in whole or in part, by the Noteholder at any time from the date of issue and prior to the Redemption Date; and by the Company where the closing price of Company’s Shares is 35 cents or greater for 5 consecutive trading days.

Security: Unsecured ASX: The company will not apply to ASX for quotation of the Notes. Upon conversion of a Note the Company will apply for quotation of the Shares issued pursuant to the conversion.

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(d) the terms and conditions of the Shares issued upon conversion of Notes will be the same as the Shares in the Company already on issue and will from the date of issue rank equally in all respects with the then existing Shares.
(e) an amount of up to $2,406,250 will be raised from the issue of Notes. These funds will be used to meet the company’s existing oil and gas exploration activities and for additional working capital.
(f) The issue of Notes will occur progressively, but in any case no later than three months after the date of this meeting. Allotment of Shares will occur progressively upon the conversion of Notes.

12. DEFINITIONS

ASX means ASX Limited ABN 98 008 624 691.

ASX Listing Rules means the official listing rules of ASX. Corporations Act means the Corporations Act 2001 (Cth). Directors means the current directors of the Company. Explanatory Statement means this Explanatory Statement. Modena or the Company means Modena Resources Limited (ACN 119 749 647).

Notice means the notice of annual general meeting which forms part of this Explanatory Statement.

Option means an option exercisable at 20 cents each on or before 30 June 2010 and issued on the same terms and conditions as existing listed options of the Company. Share means a fully paid ordinary share in the capital of the Company and Shares has a corresponding meaning. Shareholder means a holder of a Share.

Modena Resources Limited

Page 14

PROXY FORM

The Secretary Modena Resources Limited Suite B, 150 Hay Street Subiaco WA 6008

I/We (full name)

of_______________

being a member(s) of Modena Resources Limited, hereby appoint as my/our proxy

of_______________

or, failing him/her the Chairperson of the Meeting to attend and vote for me/us at the annual general meeting of the Company to be held at 2.00pm on Thursday, 27[th] November 2008 and at an adjournment there of in respect of ____% of my/our shares or, failing any number being specified, ALL of my/our shares in the Company.

RESOLUTIONS

		FOR	AGAINST	ABSTAIN
1	Adoption of Remuneration Report			
2	Re-election of Director – P Hampshire			
3	Ratification of Issue of Shares on Conversion of Convertible			
	Notes
4	Ratification of Convertible Notes and Issue of Shares on			
	Conversion
5	Ratification of Convertible Notes and Issue of Shares on			
	Conversion
6	Ratification of Placement – 17 October 2008			
7	Grant of Options			
8	Proposed Capital Raising – Shares and Options			
9	Issue of Convertible Notes and Shares on Conversion of			
	Convertible Notes

If the member is an individual or joint holder:

Usual Signature Usual Signature Dated this day of 2008.

If the member is a Company:

Signed in accordance with the Constitution of the company in the presence of:

___ __ ____ _________ Director/Sole Director Director/Secretary Sole Director and Sole Secretary Dated this day of 2008.

Modena Resources Limited

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NOTES

A member entitled to attend and vote is entitled to appoint not more than two proxies.
Where more than one proxy is appointed and that appointment does not specify the proportion or number of the member’s votes, each proxy may exercise half of the votes.
A proxy need not be a member of the Company.
A proxy is not entitled to vote unless the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed is either deposited at the registered office of the Company (Suite B, 150 Hay Street, Subiaco, Western Australia, 6008) or sent by facsimile to that office on Fax: 08 9388 8450 to be received not less than 48 hours prior to the time of the meeting.
If the member is a company it must execute under its Common Seal or otherwise in accordance with its Constitution.
The Chairman intends to vote all undirected proxies in favour of all resolutions.

Modena Resources Limited

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AI assistant

CYCLIQ GROUP LTD — AGM Information 2008

64746_rns_2008-10-26_04bbb9e8-e48d-41c5-9a74-671e75bc1f56.pdf

NOTICE OF ANNUAL GENERAL MEETING AND ANNUAL REPORT

Modena Resources Limited ACN 119 749 647

Notice of Annual General Meeting

Explanatory Statement

Modena Resources Limited

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

RESOLUTION 1: Adoption of Remuneration Report

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

RESOLUTION 2: Re-election of Mr Peter Hampshire as a director of the Company

SPECIAL BUSINESS

RESOLUTION 3: Ratification of Issue of Shares on Conversion of Convertible Notes

RESOLUTION 4: Ratification for Issue of Convertible Notes and Approval for Issue of Shares on Conversion of Convertible Notes

RESOLUTION 5: Ratification for Issue of Convertible Notes and Approval for Issue of Shares on Conversion of Convertible Notes

RESOLUTION 6: Ratification of Placement – 17 October 2008

RESOLUTION 7: Grant of Options

RESOLUTION 8: Proposed Capital Raising – Shares and Options

RESOLUTION 9: Issue of Convertible Notes

Annual Report Online

BY ORDER OF THE BOARD

EXPLANATORY STATEMENT

1. INTRODUCTION

2. FINANCIAL STATEMENTS AND REPORTS

3. RESOLUTION 1: Adoption of Remuneration Report

4. RESOLUTION 2: Re-Election of Directors

Peter Hampshire Non-Executive Chairman

5. RESOLUTION 3: Ratification of Issue of Shares on Conversion of Convertible Notes

6. RESOLUTION 4: Ratification for Issue of Convertible Notes and Approval for Issue of Shares on Conversion of Convertible Notes

7. RESOLUTION 5: Ratification for Issue of Convertible Notes and Approval for Issue of Shares on Conversion of Convertible Notes

8. RESOLUTION 6: Ratification of Placement – 17 October 2008

9. GRANT OF OPTIONS: Resolution 7

10. PROPOSED CAPITAL RAISING – SHARES AND OPTIONS: Resolution 8

11. Issue of Convertible Notes: Resolution 9

12. DEFINITIONS

PROXY FORM

RESOLUTIONS

If the member is an individual or joint holder:

If the member is a Company:

NOTES

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CYCLIQ GROUP LTD AGM Information 2008