11 December 2002

Mr Anthony Walsh Listings Manager Australian Stock Exchange 2 The Esplanade PERTH WA 6000

Dear Sir

MATRIX OIL NL (SUBJECT TO DEED OF COMPANY ARRANGEMENT) ACN 009 795 046 ("the Company")

I refer to our previous correspondence in relation to the above Company.

As requested, please find enclosed a copy of the executed Deed of Company Arrangement for the Company.

Should you have any questions in relation to the above matter, please do not hesitate to contact either myself or Mr Mark Summers of this office.

Yours faithfully

VINCENT SMITH Joint and Several Deed Administrator

PARTNERS Bryan Hughes Vincent Smith Chris Munday Quentin Megson CONSULTANTS Ross Norgard Trevor Clohessy

G:\INSOLCLT\Matrix\asx 111202.doc

BLAKE DAWSON WALDRON

L A W Y E R S

Deed of Company Arrangement

$\mathbf{v}^{\mathrm{I}}$

Matrix Oil N.L. (Administrators Appointed) (ACN 009 795 046)

Vincent Anthony Smith

Bryan Kevin Hughes

Forrest Centre 221 St George's Terrace Perth WA 6000 Telephone: (08) 9366 8000 Fax: (08) 9366 8111

Ref: JGC:ACSC:09-1328-8921

1.	INTERPRETATION
	1.1 1.2 1.2	Definitions Rules for interpreting this deed Business Days	1 $\boldsymbol{4}$ 5
2.	COMMENCEMENT AND TERM
	2.1 2.2 2.3	Commencement and Term of Arrangement Interim Effect Extension of terms of Arrangement	5 5 $\overline{5}$
3.		ADMINISTRATORS' CONSENT	5
4.		PERIOD OF APPOINTMENT	5
5.		APPLICATION OF PRESCRIBED PROVISIONS	6
6.	ADMINISTRATORS
	6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 6.9 6.10	Role of Administrators Specific Powers of the Administrators Reasonable Care and Diligence Exercise of Duties and Responsibilities Limitation of the Administrators' Liability Control of Company Applications to Court Books and Records Resignation or death of Administrator Administrators' Appointment is Joint and Several	6 6 6 $\overline{7}$ $\overline{7}$ 7 7 $\begin{array}{c} 7 \ 8 \end{array}$ 8
7.	SCOPE OF ARRANGEMENT AND MORATORIUM
	7.1 7.2 7.3 7.4	Arrangement Binds all Creditors Arrangement not to bind Secured Creditors Provision of Further Funds Restrictions on Creditors	8 8 $8\,$ 8
8.	ADMITTED LIST OF CLAIMS
	8.1 8.2 8.3	Admitted List Application of Corporations Act and Corporations Regulations No entitlement to interest	9 9 9
9.		ADMINISTRATOR'S REMUNERATION AND INDEMNITY	9
	9.1 9.2	Remuneration $\overline{\phantom{a}}$ Payment of Remuneration	9 10

	9.3 9.4 9.5 9.6	Scope of Indemnity Continuing Indemnity Indemnity not to be Affected or Prejudiced Administrators' Lien	10 10 10 11
10.	THE BOARD
	10.1 10.2	Directors Remain in Office Assistance	11 11
11.	COMMITTEE OF INSPECTION
	11.1 11.2	Establishment and Rules of the Committee Functions of the Committee	11 12
12.	MEETINGS OF CREDITORS
	12.1 12.2 12.3 12.4 12.5 12.6	Convening of Meetings by Administrators Convening of Meeting to Consider Further Proposals Reports to Creditors Convening Meetings at Request of Creditors Manner of Convening Meetings Right of Admitted Creditors to Attend Meetings	12 12 13 13 13 13
13.	TERMINATION AND VARIATION
	13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8	Termination of the Arrangement Period Change of Termination Date by Admitted Creditors Termination of the Arrangement by Court Order or Resolution Variation of the Arrangement Deemed resolution to wind up voluntarily Termination by performance Consequences of Termination Trading Debts Incurred whilst Company is under Arrangement	14 14 14 14 14 14 15 $-15$
14.	EFFECT OF TERMINATION		15
15.	GST		15
	15.1 15.2 15.3 15.4	Definitions GST Exclusive Amounts Payment of GST Reimbursements	15 15 15 15
16.	LAW AND JURISDICTION
	16.1 16.2	Governing Law Submission to Jurisdiction	16 16
17.		GENERAL ۳
	17.1	τ Inconsistency with the Corporations Act	16

17.2 Waiver	16
17.3 Attorneys	16
17.4 Severability	16
17.5 Counterparts	16
17.6 Giving effect to this Deed	16
17.7 Time of the essence	17

$\mathbf{r}$

$\sim 2\,7$

DEED OF COMPANY ARRANGEMENT

December 2002

PARTIES

Matrix Oil N.L. (Administrators Appointed) (ACN 009 795 046) c/ - Norgard Clohessy Chartered Accountants, 10 Ord Street, West Perth 6005 (the "Company" or "Matrix")

Vincent Anthony Smith and Bryan Kevin Hughes both c/- Norgard Clohessy Chartered Accountants, 10 Ord Street, West Perth 6005(the "Administrators")

RECITALS

On 16 October 2002, the Administrators were appointed Administrators of the Company $A$ . under section 436A of the Corporations Act.
The Administrators have recommended this Arrangement to the Creditors so as to allow B. the Administrators' sufficient time to undertake and conclude negotiations with interested parties in relation to a capital raising and/or sale of assets of the Company with a view to providing a better return to creditors than would otherwise be the case in a winding up of the Company.
By a resolution of the creditors of the Company passed at a meeting of creditors held on $\mathsf{C}$ . 12 November 2002, the creditors resolved under section 439C of the Corporations Act that the Company execute a deed of company arrangement.
The Administrators are registered liquidators and are not disqualified from acting as D. Administrators of the Arrangement.
The Company and the Administrators wish to execute this deed to record the terms of the $E_{-}$ Arrangement.
The Administrators wish to execute this deed to accept the appointment as Administrators F. and accept the duties, responsibilities and obligations imposed on them as Administrators of the Arrangement.

OPERATIVE PROVISIONS

INTERPRETATION $1₁$

Definitions $1.1$

In this deed, unless the context otherwise requires:

"Administrators" means Vincent Anthony Smith and Bryan Kevin Hughes in their capacity as joint and several administrators of the Company and in their capacity as joint and several Administrators of the Arrangement and, should any successors be appointed to that office under the Corporations Act, from the time of the appointment, any successors so appointed.

"Admitted Claim" means a Claim by a Creditor that is admitted by the Administrators onto the Admitted List in accordance with clause 8 of the Arrangement.

"Admitted Creditor" means any Creditor who has an Admitted Claim.

"Admitted List" means the list of Admitted Creditors and Admitted Claims created by the Administrators in accordance with clause 8 of the Arrangement.

"Arrangement" means this deed of company arrangement.

"Arrangement Period" means the period commencing on the Commencement Date and ending on the Termination Date.

"Asserted Claim" means a claim asserted by any person to be a Claim and notified to the Administrators in accordance with the Arrangement.

"ASIC" means the Australian Securities and Investments Commission.

"Business Day" means a day that is not a Saturday, Sunday or public holiday in the State of Western Australia.

"Claim" means a debt owing (whether now, in the future or contingently) by, or a claim subsisting against or alleged to be subsisting against, the Company in favour of a person, which arose on or before 16 October 2002 irrespective of whether the debt or claim arose by virtue of contract, at law, in equity or otherwise and including (without limitation) a claim sounding only in damages, a debt or a claim arising under a guarantee.

"Commencement Date" means the date on which the Arrangement is executed by the Company and the Administrators.

"Committee" means the committee of inspection referred to in clause 11.

"Corporations Act" means the Corporations Act 2001 (Commonwealth).

"Corporations Regulations" means the Corporations Regulations 2001 (Commonwealth).

"Court" means any court having jurisdiction to hear and determine matters under the Corporations Act.

"Creditor" means a person other than an Excluded Creditor having a Claim against the Company.

"Directors" means the directors of the Company from time to time.

"Encumbrance" means a mortgage, charge, pledge, lien, hypothecation or title retention arrangement, a right of set-off or right to withhold payment of a deposit or other money, a notice under section 218 or 255 of the Income Tax Assessment Act 1936, section 74 of the Sales Tax Assessment Act 1992 or any similar legislation, or an easement, restrictive covenant, caveat or similar restriction over property, or an agreement to create any of them or to allow any of them to exist.

"Enforcement Process" has the same meaning as in the Corporations Act.

"Entitlement" means the amount to be paid to each Admitted Creditor in accordance with the Arrangement.

"Excluded Creditor" means any one of the following persons who have a Claim against the Company:

$(a)$ an Owner:
a Secured Creditor: or $(b)$
any person with respect to whose claims the Administrators are liable under $(c)$ section 443A of the Corporations Act.

"GST" means the same as in the GST Law.

"GST Law" means the same as "GST Law" means in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

"MOAPL" means Matrix Oil (Asahan) Pty Ltd (Administrators Appointed) (ACN 093 411 413), c/ - Norgard Clohessy Chartered Accountants, 10 Ord Street, West Perth 6005

"MOGK" means Matrix Oil (Glagah Kambuna) Pty Ltd (Administrators Appointed) (ACN 094 542 926), c/- Norgard Clohessy Chartered Accountants, 10 Ord Street, West Perth 6005.

"MOLL" means Matrix Oil (Langsa) Ltd, a company incorporated in Barbados, having its registered address at The Company Secretary Limited, Whitepark House, St Michael, Barbados.

"Matrix Group" means any or all of the following entities:

the Company; $(a)$
$(b)$ MOAPL:
MOGK; and $(c)$
$(d)$ MOLL.

"Members" means the members of the Company as at 16 October 2002.

"Owner" means any person who is the legal or beneficial owner including any lessor of property in the possession of the Company at the Commencement Date.

"Remuneration" has the meaning given by clause 9.1 of the Arrangement.

"Resolution" means any resolution passed by the creditors of the Company on 12 November 2002 or a resolution passed at a meeting of Admitted Creditors convened in accordance with the Arrangement.

"Section 439C Resolution" means the resolution of the Company's creditors passed at the meeting of creditors on 12 November 2002 that the Company execute a deed of company arrangement substantially in the form of this Arrangement.

"Secured Creditor" means any Creditor with the benefit of a Security Interest at the Commencement Date over all or any property of the Company securing all or any part of its Claim.

"Security Interest" means an Encumbrance that secures the payment of money or the performance of an obligation, or any other interest or arrangement of any kind that gives a creditor priority over other creditors in relation to any property of the Company.

"Termination Date" means the date upon which the Arrangement is terminated under clause 13 of the Arrangement.

$1.2$ Rules for interpreting this deed

Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this deed, except where the context makes it clear that a rule is not intended to apply.

A reference to $(a)$
legislation (including subordinate legislation) is to that legislation as $(i)$ amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
a document or agreement, or a provision of a document or agreement, is to $(ii)$ that document, agreement or provision as amended, supplemented, replaced or novated;
a party to this deed or to any other document or agreement includes a $(iii)$ permitted substitute or a permitted assign of that party;
a person includes any type of entity or body of persons, whether or not it is $(iv)$ incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person;
anything (including a right, obligation or concept) includes each part of it; $(v)$
a recital, clause, schedule, annexure or exhibit is to a recital, clause, $(v_i)$ schedule, annexure or exhibit of or to this deed;
"amendment" includes addition, alteration, deletion, extension, $(vii)$ modification and variation; and
"property" includes real and personal property and any estate, right or $(viii)$ interest in or to any real or personal property, money, debt or other thing in action.
A singular word includes the plural, and vice versa. $(b)$
A word which suggests one gender includes the other gender. $(c)$
If a word is defined, another part of speech has a corresponding meaning. $(d)$
If an example is given of anything (including a right, obligation or concept), such $(e)$ as by saying it includes something else, the example does not limit the scope of that thing.
A recital, schedule, annexure or a description of the parties forms part of this deed. $(f)$
An expression defined in or given a meaning for the purposes of the Corporations $(g)$ Act (except where defined or given a meaning in this deed) has the same definition or meaning in this deed where it relates to the same matter as the matter for which it is defined or given a meaning in the Corporations Act.

$1.2$ Business Days

If the day on or by which a person must do something under this deed is not a Business Day:

$(a)$ if the act involves a payment that is due on demand, the person must do it on or by the next Business Day; and
in any other case, the person must do it on or by the previous Business Day. $(b)$

$2.$ COMMENCEMENT AND TERM

Commencement and Term of Arrangement $2.1$

The Arrangement commences on the Commencement Date and continues until the Termination Date.

$2.2^{\circ}$ Interim Effect

To the extent a person would be bound by the Arrangement if it had already been executed, the person must not, at any time after the Section 439C Resolution is passed but before the Arrangement is executed, do anything inconsistent with the terms of the Arrangement, except with the leave of the Court.

2.3 Extension of terms of Arrangement

The Admitted Creditors may, by Resolution passed at a meeting convened in accordance with clause 13 of this deed or section 445F of the Corporations Act, extend the Termination Date.

ADMINISTRATORS' CONSENT 3.

The Administrators consent to and accept their appointment as Administrators of the Arrangement and will undertake the duties, responsibilities and obligations imposed on the Administrators by the Arrangement.

$\overline{4}$ . PERIOD OF APPOINTMENT

The Administrators' appointment as Administrators of the Arrangement will begin on the Commencement Date and continue until:

$(a)$ the Termination Date; or

the occurrence of an event referred to in clause 6.9. $(b)$

$5₁$ APPLICATION OF PRESCRIBED PROVISIONS

The provisions of Schedule 8A of the Corporations Regulations, with the exception of clauses 10 and 11 of Schedule 8A, shall apply to the Arrangement except so far as this deed provides to the contrary. In the event of any inconsistency between the provisions of Schedule 8A and the provisions of this deed, the latter will prevail.

ADMINISTRATORS 6.

6.1 Role of Administrators

The Arrangement must be administered by the Administrators in accordance with the terms set out in the Arrangement.

Specific Powers of the Administrators $6.2$

Without limiting the generality of the powers conferred by paragraph 2 of Schedule 8A of the Corporations Regulations as applied by clause 5 of this deed, the Administrators have the following additional powers:

to negotiate on behalf of the Company with interested parties as to: $(a)$
a capital raising or restructuring to enable the recommencement of any of $(i)$ the Company's or the Matrix Group's operations; or
the sale of all or part of the assets or property of the Company or the Matrix $(ii)$ Group;
subject to any requirement at law to obtain the approval of the Members of the $(b)$ Company:
to issue new share capital in the Company; $(i)$
to cancel issued share capital in the Company; or $(ii)$
to enter into and complete any contract for the sale of shares in the $(iii)$ Company;
to do all things incidental to, convenient or necessary for the purposes of $(c)$ exercising any of the powers set out in this clause.

Reasonable Care and Diligence 6.3

The Administrators must at all times act honestly in the exercise of their powers and the discharge of their duties and must at all times use that degree of care and diligence that a reasonable person in their position would exercise in the circumstances of the Company.

6.4 Exercise of Duties and Responsibilities

The duties, responsibilities, obligations, powers, authorities and discretions vested in the Administrators by virtue of the Arrangement or conferred on them by law must be exercised and discharged by them in accordance with the provisions of the Arrangement.

6.5 Limitation of the Administrators' Liability

Subject to the Corporations Act, in the performance of the Administrators' functions and duties and the exercise of the Administrators' powers under the Arrangement the Administrators will not be personally liable for:

any debt, liability or other obligation which the Company may incur under the $(a)$ Arrangement;
$(b)$ any debt, liability or other obligation which the Administrators may incur on behalf of the Company under the Arrangement;
$(c)$ any debt, liability or other obligation suffered, sustained or incurred by any Creditor: or
$(d)$ any loss or damage caused by any act, default or omission by the Administrators or on behalf of the Administrators in the performance of the Administrators' powers, functions and duties under the Arrangement.

6.6 Control of Company

Subject to the terms of this deed, during the Arrangement Period:

the Administrators shall control, carry on and manage all of the Company's $(a)$ business, property and affairs and shall have power to perform any function and exercise any power that the Company or its officers could perform or exercise; and
$(b)$ the powers of the Directors are suspended.

6.7 Applications to Court

The Administrators may, at any time, apply to the Court for directions in relation to any matter:

$(a)$ in respect of their former capacity as voluntary administrators of the Company; and
$(b)$ arising under this deed and their administration of the Arrangement.

6.8 Books and Records

To the extent that the Administrators are given access to or possession of the books and records of the Company, the Administrators agree that they will maintain the same in accordance with the requirements of the law.

6.9 Resignation or death of Administrator

The appointment of an Administrator may be terminated by:

his resignation in writing signed by the Administrator and tendered to the $(a)$ Creditors:
$(b)$ a Resolution at a meeting of Creditors; or
$(c)$ the death of the Administrator.

If the appointment of an Administrator terminates in accordance with the terms of this clause, the Creditors may by Resolution appoint a substitute Administrator to carry out his duties at a rate of remuneration not exceeding that payable to the Administrators under this Arrangement, and with the powers, duties and functions of the Administrators under this Arrangement.

6.10 Administrators' Appointment is Joint and Several

The Administrators' appointment under the Arrangement is joint and several, and the Administrators can exercise any of their rights or powers under the Arrangement jointly or severally.

7. SCOPE OF ARRANGEMENT AND MORATORIUM

$7.1$ Arrangement Binds all Creditors

Subject to clause 7.2, the Arrangement binds all Creditors to the extent of their Claims.

$7.2$ Arrangement not to bind Secured Creditors

The operation of this deed and of the Arrangement and all rights of all parties affected by this deed or Arrangement are wholly subject to the rights of any Secured Creditor.

$7.3$ Provision of Further Funds

Nothing in the Arrangement will prevent or be construed as preventing a third party from making funds available or the Company making further funds available for the payment of the Entitlements.

$7.4$ Restrictions on Creditors

During the Arrangement Period, a Creditor must not:

$(a)$ make an application for an order to wind up the Company;
proceed with an application under clause 7.4(a) made before the Arrangement $(b)$ became binding on the Creditor;
$(c)$ begin or continue any proceeding against the Company or in relation to any of its property;
begin or continue any proceeding or action against the Company including an $(d)$ action to eject the Company from any premises it leases; or
$(e)$ begin or continue with any Enforcement Process in relation to the Company's property,

except, in the case only of paragraphs (c), (d) and (e) above, with the leave of the Court and in accordance with the terms (if any) the Court imposes. For the purposes of this clause, "property" includes property used or occupied by, or in the possession of, the Company.

ADMITTED LIST OF CLAIMS 8.

Admitted List 8.1

The Administrator must create and maintain the Admitted List in the manner provided by this clause.

8.2 Application of Corporations Act and Corporations Regulations

Except where inconsistent with the express terms of the Arrangement, for the purposes of determining the composition of the Admitted List and any related purposes:

Regulations 5.6.39 to 5.6.72 inclusive of the Corporations Regulations; and $(a)$
$(b)$ Subdivisions A, B, C, D and E of Division 6 of Part 5.6 of the Corporations Act

will apply to the Arrangement as if the references to the liquidator were references to the Administrators, references to winding up were references to the Arrangement and with such other modifications as are necessary to give effect to the Arrangement.

No entitlement to interest 8.3

Interest shall not accrue, and shall not be payable, in respect of any Admitted Claim. For the avoidance of doubt, this clause does not apply in relation to Secured Creditors.

9. ADMINISTRATOR'S REMUNERATION AND INDEMNITY

9.1 Remuneration

The Administrators must be:

remunerated by the Company in respect of any work done by the Administrators, $(a)$ and any partner or employee of the Administrators, in connection with the Arrangement in accordance with the hourly rates set by Norgard Clohessy, Chartered Accountants from time to time;
reimbursed by the Company in respect of all costs, fees and expenses incurred in $(b)$ connection with the performance of their duties, obligations and responsibilities under the Arrangement including any GST payable in respect of their remuneration of such costs, fees and expenses.

(together "Remuneration")

6.9 Resignation or death of Administrator

The appointment of an Administrator may be terminated by:

his resignation in writing signed by the Administrator and tendered to the $(a)$ Creditors:
$(b)$ a Resolution at a meeting of Creditors; or
the death of the Administrator. $(c)$

6.10 Administrators' Appointment is Joint and Several

The Administrators' appointment under the Arrangement is joint and several, and the Administrators can exercise any of their rights or powers under the Arrangement jointly or severally.

7. SCOPE OF ARRANGEMENT AND MORATORIUM

$7.1$ Arrangement Binds all Creditors

Subject to clause 7.2, the Arrangement binds all Creditors to the extent of their Claims.

$7.2$ Arrangement not to bind Secured Creditors

The operation of this deed and of the Arrangement and all rights of all parties affected by this deed or Arrangement are wholly subject to the rights of any Secured Creditor.

Provision of Further Funds 7.3

Nothing in the Arrangement will prevent or be construed as preventing a third party from making funds available or the Company making further funds available for the payment of the Entitlements.

7.4 Restrictions on Creditors

During the Arrangement Period, a Creditor must not:

make an application for an order to wind up the Company; $(a)$
proceed with an application under clause 7.4(a) made before the Arrangement $(b)$ became binding on the Creditor;
begin or continue any proceeding against the Company or in relation to any of its (c) property;
$(d)$ begin or continue any proceeding or action against the Company including an action to eject the Company from any premises it leases; or
$(e)$ begin or continue with any Enforcement Process in relation to the Company's property,

except, in the case only of paragraphs (c), (d) and (e) above, with the leave of the Court and in accordance with the terms (if any) the Court imposes. For the purposes of this clause, "property" includes property used or occupied by, or in the possession of, the Company.

8. ADMITTED LIST OF CLAIMS

8.1 Admitted List

The Administrator must create and maintain the Admitted List in the manner provided by this clause.

8.2 Application of Corporations Act and Corporations Regulations

Except where inconsistent with the express terms of the Arrangement, for the purposes of determining the composition of the Admitted List and any related purposes:

$(a)$ Regulations 5.6.39 to 5.6.72 inclusive of the Corporations Regulations; and
$(b)$ Subdivisions A, B, C, D and E of Division 6 of Part 5.6 of the Corporations Act

8.3 No entitlement to interest

Interest shall not accrue, and shall not be payable, in respect of any Admitted Claim. For the avoidance of doubt, this clause does not apply in relation to Secured Creditors.

9. ADMINISTRATOR'S REMUNERATION AND INDEMNITY

9.1 Remuneration

The Administrators must be:

$(a)$ remunerated by the Company in respect of any work done by the Administrators, and any partner or employee of the Administrators, in connection with the Arrangement in accordance with the hourly rates set by Norgard Clohessy, Chartered Accountants from time to time:
$(b)$ reimbursed by the Company in respect of all costs, fees and expenses incurred in connection with the performance of their duties, obligations and responsibilities under the Arrangement including any GST payable in respect of their remuneration of such costs, fees and expenses.

(together "Remuneration")

9.2 Payment of Remuneration

The Remuneration shall be reimbursed and paid out of the property of the Company. The Administrators shall be entitled to draw from the property of the Company, at the end of each calender month during the Arrangement Period or in any other manner as may be approved by Resolution or the Court from time to time, their Remuneration in such amount as is approved by Resolution or the Court.

9.3 Scope of Indemnity

The Administrators are entitled to be indemnified by the Company and out of the property of the Company, for:

their Remuneration under clause 9.1; $(a)$
all liabilities incurred and payments made by the Administrators in their former $(b)$ capacity as voluntary administrators of the Company and in their capacity as Administrators in the course of the Arrangement, including (without limitation) any moneys borrowed by the Administrators in the course of the Arrangement and interest on these moneys and any contracts adopted or otherwise agreed by the Administrators (the "Liabilities");
all actions, suits, proceedings, accounts, claims and demands arising out of the $(c)$ Arrangement which may be commenced, incurred by, or made on the Administrators by any person, and against all costs, charges and expenses incurred by the Administrators in respect of these (the "Demands"); and
any GST payable in respect of the matters referred to in clauses 9.3 (a), (b) and (c). $(d)$

PROVIDED ALWAYS that the Administrators will not be entitled to an indemnity in respect of any Liabilities or Demands if the Administrators, or any partner, employee, authorised agent or delegate of the Administrators have acted dishonestly, negligently, in breach of duty, or breach of trust, including (without limitation) any act or omission in respect of which this indemnity would be void by reason of section 241 of the Corporations Act.

9.4 Continuing Indemnity

This indemnity will take effect on and from the Commencement Date and be without limitation as to time and will enure for the benefit of the Administrators' respective legal personal representatives irrespective of the removal of the Administrators and the appointment of a new Administrator or Administrators or the termination of the Arrangement for any reason.

Indemnity not to be Affected or Prejudiced $9.5$

The indemnity under this clause will not:

be affected, limited or prejudiced in any way by any irregularity, defect or $(a)$ invalidity in the appointment of the Administrators and will extend to all actions, suits, proceedings, accounts, liabilities, claims and demands arising in any way out of any defect in the appointment of the Administrators, the approval and execution of the Arrangement or otherwise; or

$(b)$ affect or prejudice all or any rights that the Administrators may have against the Company or any other person to be indemnified against the costs, charges, expenses and liabilities incurred by the Administrators of or incidental to the exercise or performance of any of the powers or authorities conferred on the Administrators by the Arrangement or otherwise.

9.6 Administrators' Lien

The Administrators will be entitled to exercise a lien over the property of the Company for all amounts in respect of which they are entitled to an indemnity from the Company.

$10.$ THE BOARD

10.1 Directors Remain in Office

Subject to clause 6, the Directors will remain in office throughout the Arrangement Period unless they resign or are removed.

10.2 Assistance

The Directors must use all reasonable endeavours to cooperate with and assist the Administrators in carrying out their duties and functions under the Arrangement and the law.

$11.$ COMMITTEE OF INSPECTION

$11.1$ Establishment and Rules of the Committee

For the purpose of advising and assisting the Administrator of this deed, the committee of inspection formed during the administration of the Company under Part 5.3A of the Corporations Act will be the Committee and the following rules apply:

the Committee must consist of at least 3 members: $(a)$
any further members of the Committee must be appointed by the Creditors in a $(b)$ general meeting;
a Creditor is not entitled to have more than one representative (including the $(c)$ Creditor himself or herself, if a natural person) on the Committee;
$(d)$ all resolutions before the Committee must be decided on a simple majority vote;
$(e)$ minutes of all resolutions and proceedings of each meeting of the Committee must be made and duly entered in books to be provided from time to time for that purpose by the Administrator under this deed;
$(f)$ if the minutes of a meeting purport to be signed by the chairperson of the meeting at which the resolutions were passed or proceedings taken or by the chairperson of the next meeting of the Committee, the minutes are prima facie evidence of the matters contained in them;
unless the contrary is proved, the meeting is taken to have been duly held and $(g)$ convened and all resolutions passed and proceedings taken at the meeting are taken to have been duly passed and taken;
a corporation (being otherwise qualified for membership of the Committee) is not $(h)$ entitled to be a member of the Committee but may appoint a person to represent it on the Committee;
sub-section 548(3) and sections 549, 550 and 551 of the Corporations Act apply, $(i)$ with such modifications as are necessary, to a Committee of inspection established under this deed as if the references to the liquidator were references to the Administrator of this deed and the references to contributories were deleted; and
there shall be no requirement on the part of the Administrator or any member of $(i)$ the Committee to advertise a meeting or notice of meeting of the Committee or otherwise comply with Corporation Regulation 5.6.14A.

Functions of the Committee 11.2

The functions of the Committee are: $(a)$
to consult with the Administrators about matters relating to the $(i)$ Arrangement;
to receive and consider reports by the Administrators. $(ii)$
The Committee cannot give directions to the Administrators, except as provided $(b)$ by clause $11.2(c)$ .
As and where the Committee reasonably requires, the Administrators must report $(c)$ to the Committee about matters relating to the Arrangement.

MEETINGS OF CREDITORS $12.$

Convening of Meetings by Administrators $12.1$

The Administrators may at any time convene a meeting of Creditors of the Company.

Convening of Meeting to Consider Further Proposals 12.2

The Administrators must use their best endeavours to determine (with the assistance of the Committee but otherwise at their absolute discretion), by no later than 31 January 2003, that:

any agreement entered into by the Company (or the Administrators on behalf of $(a)$ the Company) for the sale of all or part of the property of the Company should be reported the Creditors;
a proposal for the sale of all or part of the property of the Company and for the $(b)$ issue or transfer or restructuring of capital in the Company and/or the Matrix Group, or for any other restructuring or arrangement, should be considered and accepted by the Creditors; or

$(c)$ it is not possible, desirable or practicable to achieve a sale of all or part of the property of the Company and/or the Matrix Group, or an issue or transfer or restructuring of capital in the Company and/or the Matrix Group, or any other restructuring or arrangement, which would result in a better return to the Creditors than would a winding up of the Company;

and the Administrators must use their best endeavours to convene, by 31 January 2003, a meeting of Creditors in order to:

$(d)$ report to Admitted Creditors on the circumstances that led the Administrators to make the determination; and
$(e)$ consider (and where appropriate, recommend) resolutions:
to vary this Arrangement to deal with either of the matters referred to in $(i)$ sub-paragraphs (a) or (b); or
$(ii)$ to terminate this Arrangement and to wind up the Company.

$12.3$ Reports to Creditors

Where the Administrators convene a meeting pursuant to clause 12.2, then the Administrators must, at least 5 days before that meeting is held, send to each of the Creditors and the Secured Creditors an up-to-date report as to the state of affairs of the Company (and, where appropriate, the Matrix Group), which report must include:

$(a)$ an outline of the steps taken by the Administrators in performing their duties under this Arrangement;
the circumstances which have lead to the Administrators making the $(b)$ recommendations and determinations referred to in clause $12.2$ and $12.3(c)$ ; and
a recommendation from the Administrators as to which of the options referred to $(c)$ in clause 12.2(e) is in the best interests of the Creditors.

$12.4$ Convening Meetings at Request of Creditors

The Administrators must convene a meeting of Creditors if so requested in writing by the Company, or Creditors the value of whose Claims is not less than 10% of the value of the total of the Claims.

12.5 Manner of Convening Meetings

Meetings of Creditors must be convened by the Administrators in accordance with section 445F of the Corporations Act.

12.6 Right of Admitted Creditors to Attend Meetings

Admitted Creditors who have been paid the full amount of their Entitlements under the Arrangement will no longer be entitled to attend and participate in meetings of Creditors.

$13^°$ TERMINATION AND VARIATION

$13.1$ Termination of the Arrangement Period

Subject to this part, the Arrangement Period and the Arrangement will terminate on the Termination Date.

13.2 Change of Termination Date by Admitted Creditors

The Admitted Creditors may resolve to fix a new Termination Date.

Termination of the Arrangement by Court Order or Resolution $13.3$

The Arrangement will terminate if:

the Court so orders in accordance with section 445D of the Corporations Act; or $(a)$
the Creditors pass a resolution terminating the Arrangement at a meeting of $(b)$ Creditors convened in accordance with section 445F of the Corporations Act.

Variation of the Arrangement 13.4

The Arrangement may be varied by a Resolution passed at a meeting of Creditors convened under section 445F of the Corporations Act but only if the variation is not materially different from a proposed variation set out in the notice of meeting.

$13.5$ Deemed resolution to wind up voluntarily

Where the Deed terminates in accordance with Section 445E of the Corporations Act, the Company is taken to have passed at the time the Deed is terminated, a special resolution under Section 491 that the Company be wound up voluntarily and to have done so without a declaration having been made and lodged under Section 494. Sections 446A(3), 446A(4)(a)(ii) and (b), 446A(5)-(7) and 446B shall apply as if the Company were being wound up under Section 446A.

Termination by performance 13.6

This Arrangement shall terminate immediately once the following events have all occurred:

the terms of the Arrangement have been fully effectuated; and $(a)$
the Administrators have lodged with the ASIC a notice of termination of this $(b)$ Arrangement in the following form:

"Matrix Oil N.L."

"We, Bryan Kevin Hughes and Vincent Anthony Smith, Chartered Accountants, of care of Norgard Clohessy, 10 Ord Street, West Perth, in the State of Western Australia, as Administrators of the Deed of Company Arrangement executed on day of 2002 CERTIFY that the Deed has been wholly the effectuated."

and the lodgement of that notice terminates this Arrangement.

13.7 Consequences of Termination

Upon termination, whether under this clause or any other provision of the Arrangement (unless otherwise expressly provided), the Arrangement is at an end as to its future operation, except for the enforcement of any right or claim which arises on, or has arisen before, termination.

Trading Debts Incurred whilst Company is under Arrangement 13.8

For the avoidance of any doubt as to the effectiveness of sections 553(1A) and 553(1B) of the Corporations Act, it is acknowledged that any creditor who has a claim against the Company which arises during the period from the Commencement Date until the time when the Company goes into liquidation, if that occurs, will be entitled to prove in the liquidation of the Company for that debt.

EFFECT OF TERMINATION 14.

If the Arrangement terminates for any reason other than by reason of the fact that the Admitted Creditors have been paid their Entitlements in full, and the Company goes into liquidation, then the priority provided in section 556 of the Corporations Act applies.

15. GST

Definitions 15.1

Words in this clause have the same meaning as in the GST Law, unless the context makes it clear that a different meaning is intended.

15.2 GST Exclusive Amounts

All amounts referred to in the Arrangement, unless otherwise stated, are exclusive of GST.

Payment of GST 15.3

A recipient of a taxable supply under or in connection with the Arrangement must $(a)$ pay to the supplier, in addition to the consideration for the taxable supply, an amount equal to any GST paid or payable by the supplier in respect of the taxable supply; and
the recipient must make that payment to the supplier as and when the $(b)$ consideration or part of it is provided, except that the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) for that taxable supply.

15.4 Reimbursements

Where a supplier incurs a cost or expense for which it may be reimbursed by, indemnified against, claim against or set-off against another party under the Arrangement, the amount to be paid or credited is the cost or expense (reduced by the input tax credit that the supplier is entitled to claim in respect of that cost or expense) plus the amount in respect of GST payable by the recipient under clause $16.3.$ $15.3$

B H

16. LAW AND JURISDICTION

$16.1$ Governing Law

The Arrangement is governed by the law in force in the State of Western Australia.

16.2 Submission to Jurisdiction

The parties submit to the non-exclusive jurisdiction of the Courts of the State of Western Australia and any Courts which may hear appeals from those Courts in respect of any proceedings in connection with the Arrangement.

17. GENERAL

$17.1$ Inconsistency with the Corporations Act

To the extent permitted by law, if there is any inconsistency between the terms of the Arrangement and the Corporations Act then the terms of the Arrangement will, to the extent of the inconsistency, prevail and the Arrangement will be interpreted accordingly.

Waiver 17.2

The non-exercise of or delay in exercising any power or right of a party does not operate as a waiver of that power or right, nor does any single exercise of a power or right preclude any other or further exercise of it or the exercise of any other power or right. A power or right may only be waived in writing, signed by the party to be bound by the waiver.

17.3 Attorneys

Each person who executes this deed on behalf of a party under a power of attorney declares that he or she is not aware of any fact or circumstance that might affect his or her authority to do so under that power of attorney.

17.4 Severability

Any provision in this deed which is invalid or unenforceable in any jurisdiction is to be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable, and is otherwise capable of being severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of this deed or affecting the validity or enforcability of that provision in any other jurisdiction.

17.5 Counterparts

This deed may be executed in counterparts.

17.6 Giving effect to this Deed

Each party must do anything (including execute any document), and must ensure that its employees and agents do anything (including execute any document), that any other party may reasonably require to give full effect to this deed.

17.7 Time of the essence

Time is of the essence in the performance of this deed.

$17.$

EXECUTED as a deed.

Sighatgred

$\Omega$ alx $\Omega$

Signature of administrator

Name of administrator

SIGNED by BRYAN KEVIN HUGHES in the presence of: Sign ngeure of w hess

THE COMMON SEAL of MATRIX OIL N.L.,

the fixing of which was witnessed by:

$\mathsf{f}_\mathsf{ness}$

10 Ord Street, West Perth, WA, 6005

Christopher Pougnault
Name pfartities Accountant

Name of witness Christopher Pougnault Chartered Accountant 10 Ord Street, West Perth, WA, 6005 Address of witness

Occupation of witness

Signature of Bryan Kevin Hughes

SIGNED by VINCENT ANTHONY SMITH in the presence of. enature of

Signature of Vincent Anthony Smith

Christopher Pougnault Name of arrefer secountant 10 Ord Street, West Perth, WA, 6005

Address of witness

Occupation of witness

AI assistant

EMERALD RESOURCES NL — Regulatory Filings 2002

64849_rns_2002-12-12_e7b7479e-544d-4870-b158-edc99af964bf.pdf

MATRIX OIL NL (SUBJECT TO DEED OF COMPANY ARRANGEMENT) ACN 009 795 046 ("the Company")

BLAKE DAWSON WALDRON

Deed of Company Arrangement

CONTENTS

DEED OF COMPANY ARRANGEMENT

PARTIES

RECITALS

OPERATIVE PROVISIONS

INTERPRETATION $11$

$1.2$ Rules for interpreting this deed

$1.2$ Business Days

$2.$ COMMENCEMENT AND TERM

Commencement and Term of Arrangement $2.1$

$2.2^{\circ}$ Interim Effect

2.3 Extension of terms of Arrangement

ADMINISTRATORS' CONSENT 3.

$\overline{4}$ . PERIOD OF APPOINTMENT

$51$ APPLICATION OF PRESCRIBED PROVISIONS

ADMINISTRATORS 6.

6.1 Role of Administrators

Specific Powers of the Administrators $6.2$

Reasonable Care and Diligence 6.3

6.4 Exercise of Duties and Responsibilities

6.5 Limitation of the Administrators' Liability

6.6 Control of Company

6.7 Applications to Court

6.8 Books and Records

6.9 Resignation or death of Administrator

6.10 Administrators' Appointment is Joint and Several

7. SCOPE OF ARRANGEMENT AND MORATORIUM

$7.1$ Arrangement Binds all Creditors

$7.2$ Arrangement not to bind Secured Creditors

$7.3$ Provision of Further Funds

$7.4$ Restrictions on Creditors

ADMITTED LIST OF CLAIMS 8.

Admitted List 8.1

8.2 Application of Corporations Act and Corporations Regulations

No entitlement to interest 8.3

9. ADMINISTRATOR'S REMUNERATION AND INDEMNITY

9.1 Remuneration

6.9 Resignation or death of Administrator

6.10 Administrators' Appointment is Joint and Several

7. SCOPE OF ARRANGEMENT AND MORATORIUM

$7.1$ Arrangement Binds all Creditors

$7.2$ Arrangement not to bind Secured Creditors

Provision of Further Funds 7.3

7.4 Restrictions on Creditors

8. ADMITTED LIST OF CLAIMS

8.1 Admitted List

8.2 Application of Corporations Act and Corporations Regulations

8.3 No entitlement to interest

9. ADMINISTRATOR'S REMUNERATION AND INDEMNITY

9.1 Remuneration

(together "Remuneration")

9.2 Payment of Remuneration

9.3 Scope of Indemnity

9.4 Continuing Indemnity

Indemnity not to be Affected or Prejudiced $9.5$

9.6 Administrators' Lien

$10.$ THE BOARD

10.1 Directors Remain in Office

10.2 Assistance

$11.$ COMMITTEE OF INSPECTION

$11.1$ Establishment and Rules of the Committee

Functions of the Committee 11.2

MEETINGS OF CREDITORS $12.$

Convening of Meetings by Administrators $12.1$

Convening of Meeting to Consider Further Proposals 12.2

$12.3$ Reports to Creditors

$12.4$ Convening Meetings at Request of Creditors

12.5 Manner of Convening Meetings

12.6 Right of Admitted Creditors to Attend Meetings

$13°$ TERMINATION AND VARIATION

$13.1$ Termination of the Arrangement Period

13.2 Change of Termination Date by Admitted Creditors

Termination of the Arrangement by Court Order or Resolution $13.3$

Variation of the Arrangement 13.4

EMERALD RESOURCES NL Regulatory Filings 2002

INTERPRETATION $1₁$

$5₁$ APPLICATION OF PRESCRIBED PROVISIONS

$13^°$ TERMINATION AND VARIATION