EMPEROR ENERGY LIMITED — Proxy Solicitation & Information Statement 2009

Mar 29, 2009

Oil Basins Limited ABN 56 006 024 764

NOTICE OF GENERAL MEETING

PROXY FORM

AND

EXPLANATORY MEMORANDUM

Date of Meeting 30 April 2009 Time of Meeting 10am AEST Place of Meeting Suite 304, 22 St Kilda Road, St Kilda Victoria 3182

Oil Basins Limited ABN 56 006 024 764

NOTICE IS HEREBY GIVEN THAT A GENERAL MEETING OF SHAREHOLDERS OF OIL BASINS LIMITED (ACN 006 024 764) (“COMPANY”) WILL BE HELD AT SUITE 304, 22 ST KILDA ROAD, ST KILDA, IN THE STATE OF VICTORIA ON 30th APRIL AT 10AM (AEST).

An Explanatory Memorandum containing information in relation to the resolutions to be put to the meeting accompanies this Notice of General Meeting.

AGENDA

SPECIAL BUSINESS:

PLACEMENT OF 12,500,000 SUB-UNDERWRITER COMMITMENT OPTIONS TO SUBUNDERWRITERS UNDER PROPOSED RIGHTS ISSUE

To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

1. That pursuant to Listing Rule 7.1, approval be given to grant a total of 12,500,000 options to acquire ordinary fully paid shares in the capital of the Company at an exercise price of $0.015(1.5 cents) per option at any time on or prior to 5:00pm (AEST) on 30 June 2012 to persons who are the sub-underwriters of a proposed pro-rata renounceable rights issue to be made by the Company with all such options being granted on the terms and conditions set out in note 12 to this notice of which terms and conditions are hereby incorporated into and form part of this resolution and such options may be issued at any time(s) as the Board decides is appropriate but no later than three (3) months after the date of this meeting.

GRANT OF OPTIONS TO DIRECTORS

To consider and if thought fit, to pass, with or without amendment, the following resolutions, each as a special resolution:

1. That approval be given to grant Mr Neil F Doyle (or his nominee) 4,000,000 options to acquire ordinary fully paid shares in the capital of the Company at an exercise price of $0.015(1.5 cents) per option at any time on or prior to 5:00pm (AEST) on 30 June 2012, with such options being granted on the terms and conditions set out in note 12 to this notice of which terms and conditions are hereby incorporated into and form part of this resolution:

2. That approval be given to grant Mr Kim W McGrath (or his nominee) 4,000,000 options to acquire ordinary fully paid shares in the capital of the Company at an exercise price of $0.015(1.5 cents) per option at any time on or prior to 5:00pm (AEST) on 30 June 2012, with such options being granted on the terms and conditions set out in note 12 to this notice of which terms and conditions are hereby incorporated into and form part of this resolution:

3. That approval be given to grant Mr Graeme A Menzies (or his nominee) 1,000,000 options to acquire ordinary fully paid shares in the capital of the Company at an exercise price of $0.015(1.5 cents) per option at any time on or prior to 5:00pm (AEST) on 30 June 2012, with such options being granted on the terms and conditions set out in note 12 to this notice of which terms and conditions are hereby incorporated into and form part of this resolution:

RATIFICATION OF PLACEMENT

To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

1. That pursuant to Listing Rule 7.4 of the Listing Rules of the ASX Limited the issue and allotment of 5,000,0000 ordinary shares in the capital of the Company on 16 March 2009 to clients of Patersons Securities Limited at an issue price of $ 0.01 (1 cent) per share for the purpose of working capital is hereby approved, ratified and confirmed.

Voting Exclusion for Resolutions 5:

The Company will disregard any votes cast on this resolution by a person who participated in the relevant issue or an associate of a person who participated in the relevant issue. However the Company need not disregard a vote if:

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

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

By Order of the Board of Oil Basins Limited

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Melanie J Leydin Company Secretary Dated: 26 March 2009

NOTES

Voting and Instructions for Appointment of Proxy:

1. In accordance with the Corporations Act 2001 the Directors have determined that the shares of the Company that are quoted on the Australian Securities Exchange as at 10am on 30 April 2009, will be taken, for the purposes of the General Meeting, to be held by the persons who held them at that time. Accordingly, those persons will be entitled to attend and vote at the meeting.

2. A Member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on his behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the Member’s voting rights.

If the Member does not specify the proportion of votes the proxy may exercise, then each proxy will be taken to exercise one half of the votes held and subject to the proxy with fractional entitlements to votes being disregarded.

1. A proxy duly appointed need not be a Member of the Company. In the case of joint holders all must sign.

2. A form of proxy accompanies this Notice and, to be effective, the form and any document necessary to show the validity of the form of proxy must be lodged at the registered office of the Company not less than 48 hours before the time appointed for the Meeting. Any proxy lodged after that time will be treated as invalid.

3. Directors and Officers of all corporate shareholders should note that unless the corporate shareholder either:

4. (a) completes and lodges with the Company a valid appointment of proxy in accordance with the instructions in these notes; or

5. (b) completes and either lodges with the Company prior to the meeting a form of appointment of or certificate of appointment of a personal representative in accordance with the provisions of Section 250D of the Corporations Act or causes such personal representative to attend the meeting with such form of appointment or certificate; or

6. (c) has appointed an attorney.

and such proxy, personal representative or attorney attends the relevant meeting, then such corporate shareholder will be unable to exercise any votes at the relevant meeting.

1. Proxies and corporate appointment of representative forms may be returned to the Company in either of the following ways:

2. (a) in person or by post to the Company’s Share Registrar:

Computershare Investor Services Pty Limited GPO Box 52 Melbourne Vic 8060

or by hand to:

Computershare Investor Services Pty Limited “Yarra Falls” 452 Johnston Street Abbotsford Vic 3067

or

• (b) by facsimile to 613 9473 2500.

• Corporate Members should comply with the execution requirements set out in these notes or otherwise comply with the provisions of Section 127 of the Act. Section 127 of the Act provides that a company may execute a document without using its common seal if the document is signed by:

• (a) 2 directors of the company; or

• (b) a director and a company secretary of the company; or

• (c) for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Sections 129(5) and (6) of the Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable.

In particular a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

Where a person signs the proxy and does not specify that the person signing is signing as a sole director and sole company secretary then the person signing the proxy will be deemed to have warranted to the Company that the Corporate Member is a company that has dispensed with the requirement to appointed a secretary as permitted by section 204A of the Act.

1. Completion of a proxy form will not prevent individual Members from attending the meetings in person if they wish. Where a Member completes and lodges a valid proxy form and attends the meeting in person then the proxy’s authority to speak and vote for that Member is suspended while the Member is present at the meeting.

2. Where a proxy form or form of appointment of or certificate of appointment of a personal representative is lodged and is executed under power of attorney the power of attorney must be lodged in like manner as a proxy.

3. The Company advises that it will disregard any votes cast on each of resolutions 1 and 2 by each of the proposed grantees of the Options referred to in the resolution and any associate of any of them within the meaning of the Corporations Act 2001. However, the Company will not disregard a vote if:

4. (a) it is cast by any such person or any of its associates as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

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

6. Chairman’s voting intentions: All members appointing proxies should note that the Chairman intends to exercise proxies in his favour, and which do not direct the proxy holder how to vote, in favour of all resolutions. If you do not wish to direct your proxy on how to vote please place a mark in the box.

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By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

1. Terms and conditions of New Options: The terms and conditions of the New Options to be granted pursuant to resolution 1 as Sub-Underwriter Commitment New Options and to directors under resolutions 2 to 4 (both inclusive) Are the same as the terms and conditions of the New Options being granted to Members under the proposed rights issue as announced to ASX and are as follows:

Exercise price: Each New Option entitles the holder to subscribe for 1 fully paid ordinary share in Oil Basins at a subscription price of $0.015 (1.5 cents) per share.

Manner of exercise: The options are exercisable at any time on or prior to 5:00pm (AEST) on 30 June 2012 by completing an option exercise form and delivering it to Oil Basins Share Registry together with payment for the number of Shares in respect of which the Options are exercised and the option holding statement for those Options.

Transferability of options: Subject to the Corporations Act, the ASX Listing Rules and Oil Basin’s constitution, the options are freely transferable and Oil Basins will apply to ASX for the New Options to be admitted to quotation.

Ranking and quotation of shares: All Shares issued upon exercise of Options will rank equally in all respects with Oil Basins then existing fully paid ordinary shares. Within 10 business days after the issue of Shares upon exercise of Options, Oil Basins will apply to ASX for those Shares to be admitted to quotation.

Participation rights: Holders of options may only participate in a new issue of securities to holders of ordinary shares in Oil Basins if an Option has been exercised and a Share(s) issued in respect of that Option before the record date for determining entitlements to the new issue. Oil Basins must give holders of Options at least 6 business days' notice of the record date for determining entitlements to that new issue in accordance with the ASX Listing Rules.

No change to option terms: There will be no change to the exercise price of an Option or the number of Shares over which an option is exercisable in the event of Oil Basins making a pro rata issue of Shares or other securities to holders of ordinary shares in Oil Basins (other than a bonus issue).

Reorganisation of capital: In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, all of the Options will be reorganised as required by the ASX Listing Rules, but in all other respects the terms of exercise will remain unchanged.

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of shareholders of OIL BASINS LIMITED (“OBL” or “the Company”) in connection with the business to be transacted at a General Meeting of shareholders of OBL to be held at Suite 304, 22 St Kilda Road St Kilda Victoria on 30 April 2009 at 10am AEST.

It forms part of the accompanying Notice of Meeting (“Notice”) convening the General Meeting and contains an explanation of, and information about, the matters to be considered at the meeting: being the proposed grant of options to Directors on the terms set out in the Notice of Meeting and this Explanatory Memorandum. The Directors recommend shareholders read the accompanying Notice and this Explanatory Memorandum in full before making any decision in relation to the resolutions.

RESOLUTION 1: GRANT OF OPTIONS TO SUB-UNDERWRITERS

Resolution 1 on the Notice provides for the grant of options to those persons named in the resolution who are sub-underwriting the Rights Issue of share and options announced by OBL on 16 March 2009.

In brief, that rights issue is a renounceable rights issue on the basis that each member of OBL on the Record Date to determine entitlements to the issue (5.00pm AEST on 30 March 2009) will be entitled to apply for 3 ordinary shares for every 2 shares held on the Record Date with such shares being issued at an issue price of $0.01 (1 cent) and on the basis that they will be entitled to be granted one (1) option to acquire an ordinary share at an exercise price of $0.015 (1.5 cents) for every three (3) shares subscribed for.

The sub-underwriters who will be entitled to receive the New Options are all unrelated parties of the Company chosen by Patersons Securities Limited as underwriter to the rights issue

Patersons Securities Limited is underwriting the issue in an amount of $250,000 and a term of the underwriting is that the sub-underwriters, other than any sub-underwriters who are directors of OBL or associates of such directors, are granted Sub-Underwriter Commitment new Options.

Your directors each recommend that you vote in favour of the resolution as it is important to the future of OBL that the rights issue raises at least the $250,000 which is underwritten in order for it to continue in operation through 2009.

Each of the directors and their associates within the meaning of the Corporations Act 2001 (“the Act”) intends to vote in favour of the resolution.

RESOLUTIONS 2 to 4: GRANT OF OPTIONS TO DIRECTORS

Resolutions 2 to 4 (both inclusive) on the Notice provide for the grant of options to directors. These resolutions, if passed, will approve the grant to Directors of a total of 9,000,000 options to subscribe for ordinary fully paid shares at an issue price of $0.015 (1.5 cents).on the terms set out herein.

All options to be granted to Directors under resolutions 2 to 4 will, if approved for grant, be issued to Directors by no later than 28 May2009, being not more than one (1) month from the date of the meeting.

Based on the Black & Scholes model each of the options to be granted to the sub-underwriters and to the directors has a value of $0.0045 (0.45 of a cent) based on the following parameters:

• (a) a volatility factor of 80%;

• (b) an effective interest rate of 3.23% based on the Commonwealth Government 3 year bond rate as at 18 March 2009;

• (c) a period to expiry of 3.17 years (from 28 April 2009 till 30 June 2012);

• (d) an underlying share price of $0.01 (1 cent) being the issue price of shares under the Rights Issue and the price at which the placement of 5,000,000 shares was made as announced on 16 March 2009.

The related party benefit being given to each director is thus the aggregate value of the options for each director or, expressed in monetary terms, an amount of $13,500 per director.

The grant of options is proposed as remuneration for Directors and, on the above bases is considered by them to be fair and reasonable.

The Act provides that members approval is not needed to give a financial benefit if the benefit is remuneration to a related party as an officer or employee and to give the remuneration would be reasonable given the circumstances of the public company or entity giving the remuneration and the related party’s circumstances (including the responsibilities involved in the office or employment.

The directors consider that it is reasonable to pay any such remuneration by grant of options to preserve Company’s funds given that the rights issue is only underwritten to an amount of $250,000 and that after payment of the costs of the issue and accrued creditors the Company will retain approximately $257,000 in cash as working capital from which to meet ongoing liabilities if the rights issue does not raise more than the underwritten amount.

If the full amount of $645,757 is raised from the placement and the Rights Issue, the Company will have approximately $528,012 in cash as working capital from which to meet ongoing liabilities.

Details of the emolument of and fees paid or payable for other services to each Director of the Company for the present financial year are set out in the table below.

Director	Year (ending 30 June) Remuneration and Fees paid including superannuation where applicable $ Remuneration and Fees accrued but unpaid including superannuation where applicable $ Total (paid and unpaid accrued) $
Neil F Doyle Kim W McGrath Graeme A Menzies	Year to date 27,250 13,625 40,875 Year to date 27,250 13,625 40,875 Year to date 16,350 8,175 24,425

Mr Menzies will receive professional fees of $10,000 for legal services in relation to the rights issue for the prospectus and a further amount of $5,000 for this legal fees related to the preparation of this notice of meeting, the associated explanatory memorandum and related matters.

Save as set out above the directors do not receive any remuneration for acting as directors. The levels of remuneration set out above are extremely low

The grant of the options is being sought as additional remuneration given that the Directors have put in considerable additional time and effort over the past 12 months in running OBL: particularly in view of the problems associated with OBL’s interests in the Canning basin and in relation to the farm-in to the Backreef prospect which resulted in OBL having to commence and run extensive litigation in the Supreme Court of Western Australia and the Federal Court of Australia to preserve OBL’s interests in those tenements.

Through significant input by each of the directors resulted in that that litigation being successful and in OBL retaining those interests as disclosed to the Market on 31 October 2008 and as disclosed in the prospectus for the rights issue.

The Board asks Members to consider and take into account a number of important factors when deciding how to vote on the resolutions being put to the meeting.

These include that:

1. That, as discussed above, the options constitute additional remuneration which will only have significant value have significant value if the shares in OBL increase significantly in value. Essentially, to the extent that the Directors, by their actions create wealth, the grant of these options allows them to participate in the fruits of that wealth creation.

2. The grant of the options under resolutions 2 to 4 will increase Directors option holdings to approximately 11% of the fully diluted capital of OBL. This is consistent with the level of options granted to directors of other companies.

3. The ascribed value of the options is small: particularly considering that the value being granted to Directors is a non-monetary value which will not diminish OBL’s cash resources.

4. While the benefit of the Options may be considered by some Members to be significant, the benefits are of a non-monetary kind.

Related Party Requirements of Chapter 2E of the Corporations Act 2001

The requirements of Section 219 of the Act as set out in Chapter 2E thereof require that certain information must be provided to members to enable them to vote in relation to each of the resolutions to be put to the meeting.

Mr Doyle has an interest in resolution 2 as he is interested in the outcome. Likewise Mr McGrath is interested in the outcome of resolution 3 as he has an interest in its outcome and, likewise Mr Menzies is interested in resolution 4 as he is interested in its outcome.

The nature of the financial benefits which may be obtained by the Directors as related parties of the Company are that the Directors (or their nominees) will be granted the options which, based on a Black & Scholes valuation on the parameters set out herein, have a value of $0.0045 (0.45 of a cent each) which means that the options proposed to be granted to each director have a value of $18,000 to each Mr Neil Doyle and Mr Kim McGrath and $4,500 to Mr Graeme Menzies.

The valuation of the options is an assessment of the value inherent in the options. To the extent that the share price changes over time, the value inherent in the options will also change. Consequently, the value created in the optionholder will not necessarily equate to the valuation set out herein. It will be a reflection of the difference between the share price at the date chosen and the exercise price.

Voting Restrictions

OBL will disregard any votes cast on resolution 2 by Mr Doyle or any associate of Mr Doyle. Likewise OBL will disregard any votes cast on resolution 3 by Mr McGrath or any associate of Mr McGrath and will disregard any votes cast on resolution 3 by Mr Menzies or any associate of Mr Menzies. However, OBL will not disregard a vote if:

• it is cast by any such person or any of its associates 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.

Members should be aware that the acquisition by any person of options does not change voting power. That voting power will only change in accordance with changes in the relevant interests in shareholdings of any member or of those of his associates.

Director’s recommendations

The Corporations Act requires in Section 219, inter alia, that, in relation to each director of the company it must be set out herein:

• (a) if the director wanted to make a recommendation to members about the proposed resolution—the recommendation and his or her reasons for it; or

• (b) if not—why not; or

• (c) if the director was not available to consider the proposed resolution—why not.

Accordingly the following information is provided.

Insofar as Resolution 1 relating to the issue of Options to each of the Directors is concerned, each of the directors of the Company abstains from making any recommendation because he is interested in the outcome.

The directors believe that the members should consider the matters set out above and the following additional matters set out below in relation to each director when deciding how to vote on the resolution.

In relation to Mr Doyle and grant of Options to him:

Mr Menzies and Mr McGrath recommend that members vote in favour of granting Mr Doyle options for the reasons set out below

• (a) Mr Doyle has been and will continue to be primarily responsible for all financial and capital raising initiatives by the Company and it was primarily through his initiatives that the Company was listed on

ASX. It was primarily through his activities that OBL has been able to acquire its present tenement portfolio and Mr Doyle was deeply involved in the litigation last year which prevented OBL from losing its interests in the Backreef tenements. Future corporate opportunities are likely to result primarily from his actions and initiatives which are not limited to management of the existing operations and structure but which have, in the past been focussed on expanding opportunities for the Company, and which will continue to be so in the future: unless presently unforeseen circumstances arise.

• (b) Mr Doyle is primarily responsible for day to day management of OBL in conjunction with Mr McGrath and is not paid for this role or the time involved in it.

• (c) It should be also be noted that the grant of options to Mr Doyle and each other director is a “one-off” event.

In relation to Mr McGrath and grant of Options to him:

Mr Doyle and Mr Menzies recommend that members vote in favour of granting Mr McGrath options for the reasons set out below

• (a) Mr McGrath is involved in the day to day management of operations with Mr Doyle and this time has been unpaid.

• (b) Mr McGrath was the person at OBL who had the primary carriage of the litigation in relation to the Backreef area and was substantially responsible for the successful conclusion of that litigation. That involved significant time and effort to achieve that result.

• (c) It should be also be noted that, in like manner as with the other directors the proposed grant of options to Mr McGrath is a “one-off” event.

In relation to Mr Menzies and grant of Options to him:

Mr Doyle and Mr McGrath recommend that members vote in favour of granting Mr Menzies options for the reasons set out below

• (a) Mr Menzies is a non-executive director of the Company but has brought extensive legal experience to OBL since listing. In this respect Mr Menzies has maintained a general watching brief over legal matters involving OBL and, with Mr McGrath, was involved in the litigation over Backreef.

• (b) It should be also be noted that, in like manner as with the other directors the proposed grant of options to Mr Menzies is a “one-off” event.

Each member must form his own opinion in relation to each resolution and vote as he or she considers appropriate having regard to the information contained in this explanatory memorandum and the level of benefits already received by each of the Directors from the Company as disclosed herein.

ADDITIONAL INFORMATION

The Directors are not aware of any other information that:

• (a) is reasonably required by members in order to decide whether or not it is in the Company’s interests to pass each of the proposed resolutions; and,

• (b) is known to the Company or to any of its director;

that has not previously been disclosed either direct to members or generally to the market in accordance with the Company’s continuing disclosure obligations under the Listing Rules of ASX.