EMPEROR ENERGY LIMITED — Proxy Solicitation & Information Statement 2012

Sep 6, 2012

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Notice of General Meeting and Explanatory Statement

General Meeting of

OIL BASINS LIMITED

ACN 006 024 764

to be held at 11:00am (AEDST) on Tuesday 9 October 2012

at

Institute of Chartered Accountants

Level 3, 600 Bourke Street, Melbourne, Victoria

This Notice of General Meeting, Explanatory Statement and proxy form should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay.

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OIL BASINS LIMITED

ACN 006 024 764

Registered office: Level 4, 100 Albert Road, South Melbourne Victoria 3205

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders of Oil Basins Limited (the “Company”) will be held at Institute of Chartered Accountants, Level 3, 600 Bourke Street, Melbourne, Victoria at 11.00 am on Tuesday 9 October 2012 (AEDST).

AGENDA

The Explanatory Statement and proxy form which accompany and form part of this Notice of General Meeting, describe in more detail the matters to be considered. Please consider this Notice of General Meeting, the Explanatory Statement and the proxy form in their entirety.

ORDINARY BUSINESS

Resolution 1: Ratification of Prior Issue of Shares

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

“That for the purposes of ASX Listing Rule 7.4, shareholders approve and confirm the issue and allotment on or about 17 August 2012 of 38,505,266 ordinary shares in the Company to recipients under the Share Sale Agreement between the Company and Mr E.G Albers and his associates (Albers Group) on the basis set out in the Explanatory Memorandum which accompanies and forms part of the Notice of General Meeting.”

Voting Exclusion for Resolution 1:

The Company will disregard any votes cast on Resolution 1 by a person who participated in the issue and an associate of that person (or persons). 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.

Resolution 2: Approval to Issue Securities

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the shareholders approve the issue of up to 100,000,000 securities of the Company for the purposes and on the terms and conditions set out in the Explanatory Memorandum and such securities may be issued at any time(s) and on such terms as the Board decides is appropriate but no later than three (3) months after the date of this General Meeting.”

Voting Exclusion for Resolution 2:

The Company will disregard any votes cast on Resolution 2 by a person who may participate in the issue or an associate of a person who participated in the issue and by a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. 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.

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Resolution 3 and Resolution 4: Grant of options

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

3. “That for the purposes of Listing Rule 10.11 of the ASX Listing Rules and all other purposes, approval and direction are given to grant Mr Kim W McGrath, or his nominee, a total of 20,000,000 options with each option exercisable at $0.09 (9 cents) at any time prior to 5:00pm (AEST) on 30 June 2016 into a fully paid ordinary share in the capital of the Company, and the approval to the allotment and issue of any such ordinary share upon exercise of any such option, with such options being granted on the terms and conditions set out below and in the Notice of Meeting and which terms and conditions are hereby incorporated into and form part of this resolution.”

4. “That for the purposes of Listing Rule 10.11 of the ASX Listing Rules and all other purposes, approval and direction are given to grant Mr Neil F Doyle, or his nominee, a total of 20,000,000 options with each option exercisable at $0.09 (9 cents) at any time prior to 5:00pm (AEST) on 30 June 2016 into a fully paid ordinary share in the capital of the Company, and the approval to the allotment and issue of any such ordinary share upon exercise of any such option, with such options being granted on the terms and conditions set out below and in the Notice of Meeting and which terms and conditions are hereby incorporated into and form part of this resolution.”

Voting Exclusion for Resolution 3 and Resolution 4:

The Company will disregard any votes cast on the subject resolution by the relevant Director and/or his associates. 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.

SPECIAL BUSINESS

Resolution 5: Adoption of New Constitution

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

“That, pursuant to Section 136 of the Corporations Act 2001 and for all other purposes, the Company adopts a new constitution in the form as signed by the Chairman of the General Meeting for identification purposes and as hereunto otherwise displayed on the Company’s website, in modification and substitution of the existing constitution of the Company, at the close of the General Meeting.”

By order of the Board

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Melanie J. Leydin Company Secretary Melbourne 7 September 2012

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EXPLANATORY STATEMENT

This Explanatory Statement and all attachments are important documents. They should be read carefully.

If you have any questions regarding the matters set out in this Explanatory Statement or the Notice of General Meeting, please contact the Company, your stockbroker or other professional adviser.

Resolution 1: Ratification of Prior Issue of Shares

Background to Resolution 1

On 2 August 2012, the Company announced that it had entered into an Agreement with Mr E.G. Albers and his associates (Albers Group) for the Company to acquire the Albers Group’s entire shareholding position of 57,757,899 shares in Bass Strait Oil Company Ltd (ASX: BAS) for the consideration of $250,000 plus the issue of 38,505,266 fully paid OBL ordinary shares (on a 2 OBL for 3 BAS share exchange basis).

ASX Listing Rule 7.1 provides that a company must not, subject to certain exceptions, issue or agree to issue during any twelve (12) month period, any equity securities or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that twelve (12) month period.

ASX Listing Rule 7.4 provides that a company may reinstate its capacity to issue up to 15% of the ordinary securities on issue in a twelve (12) month period if shareholders ratify the previous issue of securities.

ASX Listing Rule 7.5 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.4:

• (a) The number of shares allotted and issued was 38,505,266 fully paid ordinary shares in the Company.

• (b) The shares were issued at a deemed issue price of $0.031 (3.1 cents) each.

• (c) The securities issued rank pari passu with all existing securities of that class.

• (d) The shares were allotted and issued to Mr E.G. Albers and his associates (Albers Group).

• (e) No additional funds were received by the Company from the issue of the securities due to the fact that the securities were issued under an agreement to acquire shares in Bass Strait Oil Company Ltd in exchange.

• (f) A voting exclusion statement is included in the Notice of General Meeting of which this Explanatory Memorandum forms part.

Resolution 2: Approval to Issue Securities

The Board believes it desirable that the Company has the ability to issue up to a further 100,000,000 securities of the Company (including fully paid ordinary shares) for opportunities as they arise and to fund the Company’s exploration programs. ASX Listing Rule 7.1 imposes a limit on the number of equity securities which the Company can issue without shareholders’ approval. In general terms this limit in any 12 month period is no more than 15% of the number of fully paid ordinary shares on issue 12 months before the issue plus the number of fully paid ordinary shares issued in that 12 month period under an exception contained in ASX Listing Rule 7.2 or with shareholders’ approval. Other than to state there is no voting exclusion with respect to this resolution, the information for shareholders required by the ASX Listing Rules is:

• (a) the total number of securities which may be issued under Resolution 2 is a maximum of 100,000,000; (b) the recipients are not known at this point however will be determined at the Board’s discretion and be professional and/or sophisticated investors;

• (c) no securities pursuant to Resolution 2 will be issued to Directors of the Company or their associates;

• (d) the securities will be allotted and/or issued progressively no later than three (3) months after the date of this General Meeting;

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• (e) the terms of the securities will be at the Board’s discretion but will be issued at not less than 80% of the average market price for securities of that class on the last five (5) days on which sales in the securities were recorded immediately prior to the date of issue;

• (f) the securities will rank pari passu with all securities of that class; and

• (g) the funds raised will augment the Company’s working capital and its present work programme obligations.

Resolutions 3 and 4: Grant of Options

Resolutions 3 and 4 of the Notice provide for the grant of options to named Directors. The resolutions, if passed, will approve the grant of a total of 40,000,000 unlisted options to subscribe for ordinary fully paid shares at an exercise price of $0.09 (9 cents) each on the terms set out herein.

The options to be granted to the named Directors under Resolutions 3 and 4 will, if approved for grant, be issued by no later than 9 November 2012, being not more than one month from the date of the General Meeting. Approval for the issue of the options is sought in accordance with the provisions of Part 2E of the Corporations Act 2001 .

ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities (including an option) to a related party of the company.

If Resolution 3 and Resolution 4 are passed, options will be issued to the named Directors, who are related parties of the Company. Accordingly, approval for the issue of options is required pursuant to ASX Listing Rule 10.11. Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the options to the named Directors as approval is being obtained under ASX Listing Rule 10.11.

Shareholders should note that the issue of securities to the named Directors will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

ASX Listing Rule 10.13 sets out a number of matters which must be included in a notice of meeting proposing an approval under ASX Listing Rule 10.11. For the purposes of ASX Listing Rule 10.13, the following information is provided in relation to Resolution 3 and Resolution 4:

• (a) the related parties are Mr Kim W McGrath and Mr Neil F Doyle and they are related parties by virtue of being Directors;

• (b) the maximum number of options to be issued by the Company is: (i) 20,000,000 to Mr Kim W McGrath (or his nominee); and (ii) 20,000,000 to Mr Neil F Doyle (or his nominee);

• (c) the options will be issued not later than one month after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that allotment will occur on one date;

• (d) the options will be issued for nil cash consideration, accordingly no funds will be raised from the issue of the options;

• (e) the options will be issued on the terms set out in Annexure A of this Explanatory Statement;

• (f) the value of the options and the pricing methodology is set out below;

• (g) the primary purpose of the grant of options to the named Directors is in consideration for forgoing the biennial review of their Salary as per their Executive Service Agreements and as an incentive to Mr Kim W McGrath and Mr Neil F Doyle in their capacities as Executive Directors of the Company and for the future performance by each of them in their respective roles. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the options upon the terms proposed; and

• (h) any funds received from exercise of the options will augment the working capital of the Company.

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Chapter 2E of the Corporations Act 2001

Chapter 2E of the Corporations Act 2001 prohibits a public company from giving a financial benefit to a related party of a public company unless the benefit falls within one of various exceptions to the general prohibition. One of the exceptions includes where the company first obtains the approval of its shareholders in general meeting in circumstances where the requirements of Chapter 2E in relation to the convening of that meeting have been met.

A “related party” for the purposes of the Corporations Act 2001 is defined widely and includes a director of the public company.

A “financial benefit” for the purposes of the Corporations Act 2001 has a very wide meaning. It includes the public company paying money or issuing securities to the related party. In determining whether or not a financial benefit is being given, it is necessary to look to the economic and commercial substance and effect of what the public company is doing (rather than just the legal form).

The proposed Resolution 3 and Resolution 4, if passed, will confer financial benefits to the recipients and the Company seeks to obtain shareholder approval in accordance with the requirements of Chapter 2E of the Corporations Act 2001 and for this reason, and for all other purposes, the following information is provided to shareholders.

(a) Related parties to whom Resolution 3 and Resolution 4 would permit financial benefits to be given

Mr Kim W McGrath has an interest in Resolution 3 as he is interested in the outcome.

The nature of the financial benefits which may be obtained by Mr McGrath as a related party of the Company are that he will be granted the options which, based on a Binomial valuation independently obtained on the parameters set out herein, have a value of $0.0088 (0.88 cents) each, which means that the options proposed to be granted to Mr McGrath or his nominee have a value of $176,000.

Mr Neil F Doyle has an interest in Resolution 4 as he is interested in the outcome.

The nature of the financial benefits which may be obtained by Mr Doyle as a related party of the Company are that he will be granted the options which, based on a Binomial valuation independently obtained on the parameters set out herein, have a value of $0.0088 (0.88 cents) each, which means that the options proposed to be granted to Mr Doyle or his nominee have a value of $176,000.

The valuation of the options is an assessment of the value inherent in the options. To the extent that time progresses and the share price changes over time, the value inherent in the options will also change. Consequently, the value created in the option holder 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, and other factors such as the inability to exercise the options or realise the value in the resulting shares due to any limitation of trading periods, will also impact on value.

(b) Director’s Recommendations

The Corporations Act 2001 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 shareholders about the proposed resolution(s)— 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.

In so far as each of Resolution 3 and Resolution 4 relate to the grant of options to a particular Director, that particular Director of the Company abstains from making any general recommendation because he is interested in the outcome.

The Directors believe that the shareholders 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 relevant resolutions.

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In relation to Mr Kim W McGrath and the grant of options to him or his nominee:

Mr Doyle and Mr Harvey recommend that shareholders vote in favour of granting Mr McGrath or his nominee the options.

In relation to Mr Neil F Doyle and the grant of options to him or his nominee:

Mr McGrath and Mr Harvey recommend that shareholders vote in favour of granting Mr Doyle or his nominee the options.

(c) Valuation and other remuneration matters

Based on the Binomial model, the options to be granted to each named Director, with an expiry date of 30 June 2016, have a value of $0.0088 (0.88 cents) each based on the following parameters:

• (a) a volatility factor of 79%;

• (b) an effective interest rate of 2.66% based on Commonwealth Treasury Bond yields with a maturity approximating the expiry date of the options;

• (c) a period to expiry until 30 June 2016;

• (d) an underlying share price of $0.030 (3.0 cents) being the 30 day VWAP of the shares on the ASX as at the day before the Notice was submitted to the regulatory authorities.

The related party benefit being given to each Director is thus the aggregate value of the options for each Director, expressed in monetary terms, being an aggregate amount of $176,000 each.

Each Director so named has an approved Executive Services Agreement with the Company under which clause 6.3 specifies: “The Company shall review and, as appropriate, increase the Executive’s Salary biennially in the manner set out in Item 3 of the Schedule.” The relevant wording in Item 3 of the Schedule says the Salary “is to be increased biennially as of 1 July in such calendar year at the Company’s absolute discretion properly applied in good faith and in line with a Company commissioned review and recommendation by a leading independent remuneration consultancy that is based on the 75th percentile level for CEOs of no less than four comparable stock-exchange listed corporations with enterprise values as of 30 June in that calendar year that are at least equal to that of the Company”.

It is recognised that such review procedure will be costly and deplete the cash resources of the Company, and that it is likely the increase in Salary in respect of the two-year period until the next biennial review will additionally cost the Company over $100,000 in respect of each Director so named.

Each Director so named has agreed to forgo the biennial review of Salary presently due in lieu of the grant and issue of the ‘out of the money’ options proposed. Each such grant of options is proposed as remuneration for the Director so named and is considered to be fair and reasonable.

Further, the Corporations Act 2001 provides that shareholders’ 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 Board asks shareholders to consider and take into account a number of other important factors when deciding how to vote on the resolutions being put to the meeting.

These include that:

1. As discussed above, the options constitute remuneration which will only have significant value if the shares in the Company increase significantly in value. Essentially, to the extent that the Director by their actions creates wealth, the grant of these options allows them to participate in the fruits of that wealth creation.

2. The grant of the options under Resolution 3 will increase the named Director’s, or his associates’, share and option holdings to approximately 6.85% of the fully diluted capital of the Company, assuming all options currently on issue and the options to be granted under Resolutions 3 and 4 are exercised. This is consistent with the level of options granted to directors of other companies.

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4. The grant of the options under Resolution 4 will increase the named Director’s, or his associates’, share and option holdings to approximately 6.09% of the fully diluted capital of the Company, assuming all options currently on issue and the options to be granted under Resolutions 3 and 4 are exercised. This is consistent with the level of options granted to directors of other companies.

5. The ascribed value of the options is relatively small, particularly considering that the value being granted to each named Director will not diminish the Company’s cash resources.

6. While the benefit of the options may be considered by some shareholders to be significant, the benefits are of a non-monetary kind and cash has to be paid to the Company for the options to be exercised.

Shareholders 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/her associates.

Resolutions 5: Adoption of New Constitution

The Company has in association with its legal advisers reviewed the Constitution of the Company and updated it to particularly take into account changes in the Corporations Act 2001 , the ASX Listing Rules and the modern methodologies concerning electronic funds transfer and electronic registration of securities.

There have been significant updates to cover the concept of securities of the Company and not just shares, changes regarding forfeited securities and liens, the determination and distribution of profits and assets, meeting notices and processes, and in respect to proportional takeover schemes. Other signal changes are the specification of the maximum number of directors at seven rather than twelve and that notices to members or security holders may be constituted by announcement to the relevant stock exchange.

The Company asks that shareholders read the proposed Constitution carefully. It may be accessed on the Company’s website www.oilbasins.com.au. This resolution is being proposed as a special resolution which to be passed requires that it has been passed by at least 75% of the votes cast by members entitled to vote on the resolution.

Each shareholder must form their own opinion in relation to each resolution with such advice as is appropriate having regard to the information contained in this Explanatory Memorandum and vote as the shareholder considers appropriate.

PROXY AND VOTING INSTRUCTIONS

1. For the purposes of the Corporations Act 2001 , the Company has determined that all securities of the Company recorded on the Company's registers as at 11.00 am (AEDST) on the date 48 hours before the date of the General Meeting will be taken, for the purposes of the Meeting, to be held by the persons who held them at that time.

2. The details of the Resolutions contained in the Explanatory Statement accompanying this Notice of Meeting should be read together with, and forms part of this Notice of Meeting.

3. A shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.

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

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

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7. Shareholders who return their proxy forms with a direction on how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf.

8. If a proxy form is returned but the nominated proxy does not attend the meeting, or does not vote on the resolution, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions.

9. Proxy appointments in favour of the Chairman of the meeting, the Company Secretary or any Director that do not contain a direction on how to vote will be used where possible to support each of the resolutions proposed in this Notice.

10. Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person excluded from voting as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form, or where it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

11. A proxy form is attached. If required it should be completed, signed and returned to the Company’s registered office or Computershare Investor Services Pty Ltd in accordance with the instructions set out in the proxy form by no later than 11:00 am (AEDST) on 7 October 2012.

By Mail:

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

Alternatively you can fax your form to:

(within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

Relevant custodians may lodge their proxy forms online by visiting www.intermediaryonline.com

GLOSSARY

The following terms have the following meanings in this Explanatory Statement:

“ ASIC ” means the Australian Securities and Investments Commission;

“ ASX ” means ASX Limited or the Australian Securities Exchange, as the context requires;

“ AEDST ” means Australian Eastern Daylight Savings Time.

“ Board ” means the Directors acting as the board of directors of the Company or a committee appointed by such board of directors;

“ Company ” means Oil Basins Limited ABN 56 006 024 764;

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

“ Director ” means a director of the Company;

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

“ Notice ” means the Notice of Meeting of which the Explanatory Statement forms part.

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ANNEXURE A

The Options entitle the holder to subscribe for fully paid ordinary shares in the capital of Oil Basins Limited (Shares) on the following terms and conditions:

• (a) Each Option gives the Optionholder the right to subscribe for one Share.

• (b) The Options will expire at 5.00pm (AEST) on 30 June 2016 (Expiry Date). Any Option not exercised on or before the Expiry Date will automatically lapse.

• (c) The amount payable upon exercise of each Option will be $0.09 (9 cents) (Exercise Price).

• (d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

• (e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of Options specifying the number of Options being exercised (Exercise Notice); and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised.

• (f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

• (h) The Options are not transferable except if the Options are listed on a stock exchange.

• (i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.

• (j) The Company may not apply for quotation of the Options on a stock exchange but is permitted to do so at any time. However, the Company will apply for quotation with ASX Limited of all Shares allotted pursuant to the exercise of Options within 10 Business Days after the date of allotment of those Shares.

• (k) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act 2001 (Cth) and the relevant stock exchange rules, including the ASX Listing Rules as applicable, at the time of the reconstruction.

• (l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

• (m) An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

Oil Basins Limited ACN 006 024 764

Lodge your vote:

• By Mail:

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

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

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

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

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

 For your vote to be effective it must be received by 11:00am (AEDT) Sunday, 7 October 2012

How to Vote on Items of Business

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

Appointment of Proxy

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

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

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

A proxy need not be a securityholder of the Company.

Signing Instructions

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

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

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

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

Attending the Meeting

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

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

 Turn over to complete the form

 www.investorcentre.com

View your securityholder information, 24 hours a day, 7 days a week:

Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN: I9999999999

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001/i

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

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I9999999999

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

I 9999999999 I ND

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Proxy Form

to indicate your directions

Please mark

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Oil Basins Limited hereby appoint

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

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the Chairman OR of the Meeting

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of Oil Basins Limited to be held at Institute of Chartered Accountants, Level 3, 600 Bourke Street, Melbourne on Tuesday, 9 October 2012 at 11:00am (AEDT) and at any adjournment of that meeting.

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

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

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

			For	Again	st Abstain
Item	1	Ratification of Prior Issue of Shares
Item	2	Approval to Issue Securities
Item	3	Grant of Options to Mr Kim W McGrath

Item 4 Grant of Options to Mr Neil F Doyle Item 5 Adoption of New Constitution

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

SIGN

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

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