EMPEROR ENERGY LIMITED — Proxy Solicitation & Information Statement 2013

Aug 11, 2013

==> picture [221 x 83] intentionally omitted <==

Notice of General Meeting and Explanatory Statement

General Meeting of

OIL BASINS LIMITED

ACN 006 024 764

to be held at 11:00am (AEST) on Thursday 12 September 2013

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.

• 2 -

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 (“Company”) will be held at Institute of Chartered Accountants, Level 3, 600 Bourke Street, Melbourne, Victoria at 11.00 am (AEST) on Thursday 12 September 2013.

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 Grant of Options

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 25 October 2012 of 8,000,000 unlisted options in the Company to executives and contractors 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 any associate of that person. 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: Ratification of Prior Issue of Shares and Grant of Options

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 25 January 2013 of 17,850,000 fully paid ordinary shares and 17,850,000 free listed OBLOB options in the Company to sophisticated and/or corporate investors to fund working capital and ongoing projects on the basis set out in the Explanatory Memorandum which accompanies and forms part of the Notice of General Meeting.”

Voting Exclusion for Resolution 2:

The Company will disregard any votes cast on Resolution 2 by a person who participated in the issue and any associate of that person. 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.

• 3 -

Resolution 3: Ratification of Prior Issue of Shares and Grant of Options

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 9 July 2013 of 5,000,000 fully paid ordinary shares and 1,250,000 free listed OBLOB options in the Company to a sophisticated and/or corporate investor to fund working capital and ongoing projects on the basis set out in the Explanatory Memorandum which accompanies and forms part of the Notice of General Meeting.”

Voting Exclusion for Resolution 3:

The Company will disregard any votes cast on Resolution 3 by a person who participated in the issue and any associate of that person. 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 4: 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 19 July 2013 of 25,000,000 fully paid ordinary shares in the Company pursuant to the Share Sale Agreement between the Company and Green Rock Energy Limited on the basis set out in the Explanatory Memorandum which accompanies and forms part of the Notice of General Meeting.”

Voting Exclusion for Resolution 4:

The Company will disregard any votes cast on Resolution 4 by a person who participated in the issue and any associate of that person. 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 5: Approval to Issue Fully Paid Ordinary Shares

To consider and, if thought fit, 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 fully paid ordinary shares of the Company for the purposes and on the terms and conditions set out in the Explanatory Memorandum and such fully paid ordinary shares 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 5:

The Company will disregard any votes cast on Resolution 5 by a person who may participate in the proposed issue or an associate of a person who participates in the proposed 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.

• 4 -

Resolution 6: Approval to Issue Listed OBLOB Options

To consider and, if thought fit, 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 Listed OBLOB options of the Company for the purposes and on the terms and conditions set out in the Explanatory Memorandum and such OBLOB options 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 6:

The Company will disregard any votes cast on Resolution 6 by a person who may participate in the proposed issue or an associate of a person who participates in the proposed 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.

By order of the Board

==> picture [91 x 55] intentionally omitted <==

Justin Mouchacca Company Secretary Melbourne 12 August 2013

• 5 -

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 Grant of Options

Background to Resolution 1

On 25 October 2012, the Company announced that it had granted 8,000,000 unlisted options to executives and contractors of the Company.

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 securities granted was 8,000,000 unlisted options in the Company.

• (b) The unlisted options were issued for no consideration.

• (c) The unlisted options have an exercise price of $0.09 (9 cents) and expiry date of 30 June 2016.

• (d) The unlisted options were granted to the following executives and contractors of the Company:

• Options

• • Focus on Australia Pty Ltd 3,000,000 - TMENA Pty Ltd 5,000,000 8,000,000

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

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

Resolution 2: Ratification of Prior Issue of Shares and Grant of Options

Background to Resolution 2

On 24 January 2013, the Company announced that it had undertaken a modest capital raising by issuing 17,850,000 fully paid ordinary shares and 17,850,000 free attaching listed OBLOB options to raise $624,750 to provide funds for general working capital and to assist the Company’s initial funding of its interest in petroleum exploration permit 5/07-8 EP (the Derby Block). The placement was made to sophisticated and corporate investors including companies of the Albers Group that constitute a substantial shareholder in the Company.

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 17,850,000 fully paid ordinary shares and 17,850,000 free listed OBLOB options in the Company.

• 6 -

• (b) The shares were issued at an issue price of $0.035 (3.5 cents) each while the listed OBLOB options have an exercise price of $0.04 (4 cents) and an expiry date of 30 June 2014.

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

• (d) The shares were allotted and issued to, and the options granted to as follows:

		Shares	Options
-	Octanex NL	15,000,000	15,000,000
-	Colvic Pty Ltd	600,000	600,000
-	Mr John Alfred Clarebrough & Mrs Pamela Judith Clarebrough	585,715	585,715
-	Mr Stuart Norman Broadley & Mrs Megan Jane Broadley	1,214,285	1,214,285
-	Mr John Davies & Mrs Beth Davies	300,000	300,000
-	Walroo Pty Ltd	150,000	150,000
		17,850,000	17,850,000

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

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

Resolution 3: Ratification of Prior Issue of Shares and Grant of Options

Background to Resolution 3

On 5 July 2013, the Company announced that it had completed a placement of 5,000,000 fully paid ordinary shares and 1,250,000 free listed OBLOB options to raise $100,000 to provide funds for general working capital and to assist the Company in marketing its business opportunities to Chinese based investors. The placement was made to an international professional investor based in Hong Kong.

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 5,000,000 fully paid ordinary shares and 1,250,000 free listed OBLOB options in the Company.

• (b) The shares were issued at an issue price of $0.02 (2 cents) each while the listed OBLOB options have an exercise price of $0.04 (4 cents) and an expiry date of 30 June 2014.

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

• (d) The shares were allotted and issued to, and the options granted to, Polaris Alliance Limited.

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

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

• 7 -

Resolution 4: Ratification of Prior Issue of Shares

Background to Resolution 4

On 14 June 2013, the Company announced that it had entered into an agreement with Green Rock Energy Limited ( GRK ) for the acquisition of 100% of GRK’s wholly owned subsidiary Green Rock Canning Basin Pty Ltd which holds a 20% beneficial interest in the Backreef Area, Canning Basin.

Under the terms of the agreement, the Company issued and allotted 25,000,000 fully paid ordinary shares in the Company to Green Rock Energy Limited in consideration for all the shares in its subsidiary.

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 25,000,000 fully paid ordinary shares in the Company.

• (b) The shares were issued at a deemed issue price of $0.02 (2 cents) each.

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

• (d) The shares were allotted and issued to Green Rock Energy Limited.

• (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 Greenrock Canning Basin Pty Ltd in exchange.

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

Resolution 5: Approval to Issue Fully Paid Ordinary Shares

The Board believes it desirable that the Company has the ability to issue up to a further 100,000,000 fully paid ordinary shares of the Company 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 5 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 5 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;

• (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;

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

• (h) the Company has not sought this ability since 2011, but your Board wishes to be able to pursue and effect a major investor for the Company.

• 8 -

Resolution 6: Approval to Issue Listed OBLOB Options

The Board believes it desirable that the Company has the ability to issue up to a further 100,000,000 Listed OBLOB options of the Company 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 6 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 6 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;

• (e) the terms of the securities will be as per Annexure A of this notice of meeting.

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

• (g) there will not be any funds raised through the issue of these securities, as they will be issued for nil consideration. The funds raised from the conversion of the options will augment the Company’s working capital and its present work programme obligations; and

• (h) the Company has not sought this ability since 2011, but your Board wishes to be able to pursue and effect a major investor for the Company.

• 9 -

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 7.00 pm (AEST) 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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 (AEST) on Tuesday 10 September 2013.

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

• 10 -

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;

“ AEST ” means Australian Eastern Standard 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.

• 11 -

ANNEXURE A

Terms and conditions of options:

The terms and conditions of the options to be ratified pursuant to Resolutions 2 and 3 and 6 are as follows:

Exercise price: Each option entitles the holder to subscribe for 1 fully paid ordinary share in Oil Basins Limited at a subscription price of $0.04 (4 cents) per share.

Manner of exercise: The options are exercisable at any time prior to 5:00pm (AEST) on 30 June 2014 by completing an option exercise form and delivering it to the Company’s 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 2001 , the ASX Listing Rules and the Company’s Constitution, the options are freely transferable and the Company may apply to the ASX for the 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 the Company’s then existing fully paid ordinary shares. Within 10 business days after the issue of Shares upon exercise of options, the Company will apply to the 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 the Company if an option has been exercised and a Share issued in respect of that option before the record date for determining entitlements to the new issue, and the participation shall only be in respect of such Share issued. The Company 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 the Company making a pro rata issue of Shares or other securities to holders of ordinary shares in the Company (other than a bonus issue in which case the exercise price of an option will be adjusted down accordingly).

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.

• 12 -

ANNEXURE B

The terms and conditions of the options to be ratified pursuant to Resolution 1 are as follows:

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 OBL 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 11:00 am (AEST) Tuesday, 10 September 2013

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



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

www.investorcentre.com

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.

Samples/000001/000001/i

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

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

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.

Proxy Form

Please mark

Appoint a Proxy to Vote on Your Behalf



I 9999999999 I ND

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

to indicate your directions

XX

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

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

the Chairman of the Meeting

OR



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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Oil Basins Limited to be held at Institute of Chartered Accountants, Level 3, 600 Bourke Street, Melbourne,Victoria on Thursday, 12 September 2013 at 11:00 am (AEST) and at any adjournment or postponement of that meeting.

Items of Business 

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

Item 1 Ratification of Prior Grant of Options Item 2 Ratification of Prior Issue of Shares and Grant of Options Item 3 Ratification of Prior Issue of Shares and Grant of Options Item 4 Ratification of Prior Issue of Shares Item 5 Approval to Issue Fully Paid Ordinary Shares Item 6 Approval to Issue Listed OBLOB Options

==> picture [83 x 162] intentionally omitted <==

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.

==> picture [504 x 77] intentionally omitted <==

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

Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
----- End of picture text -----

O B L

9 9 9 9 9 9 A