EMPEROR ENERGY LIMITED — Proxy Solicitation & Information Statement 2014

Jul 8, 2014

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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 10:00am (AEST) on Thursday 7 August 2014

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 (“Company”) will be held at Institute of Chartered Accountants, Level 3, 600 Bourke Street, Melbourne, Victoria at 10.00am (AEST) on Thursday 7 August 2014.

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 and Grant of Options to The Australian Special Opportunity Fund, LLC

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

“That for the purposes of ASX Listing Rule 7.4, and for all other purposes, shareholders approve and ratify the Share Purchase and Convertible Security agreement with The Australian Special Opportunity Fund, LLC and all securities issued thereunder including the prior issue and allotment of 16,553,691 fully paid ordinary shares and 8,000,000 unlisted options on 10 March 2014, 6,818,182 fully paid ordinary shares on 17 April 2014, 11,111,111 fully paid ordinary shares on 23 May 2014, and 10,714,286 fully paid ordinary shares on 27 June 2014, to The Australian Special Opportunity Fund, LP, in accordance with the terms and conditions set out in the Explanatory Statement.”

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

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

“That for the purposes of ASX Listing Rule 7.4, and for all other purposes, shareholders approve and confirm the issue and allotment on or about 9 July 2014 of 35,000,000 fully paid ordinary shares to sophisticated and professional investors to fund working capital and ongoing projects on the basis set out in the Explanatory Statement.”

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.

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Resolution 3: 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, and for all other purposes, shareholders approve and confirm the issue and allotment on 7 July 2014 of 6,000,000 fully paid ordinary shares in the Company to Strategic Energy Resources Limited for the purposes and on the terms and conditions set out in the Explanatory Statement.”

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: 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 150,000,000 fully paid ordinary shares in the Company for the purposes and on the terms and conditions set out in the Explanatory Statement 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 4:

The Company will disregard any votes cast on Resolution 4 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

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Justin Mouchacca Company Secretary Melbourne 9 July 2014

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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 and Grant of Options to The Australian Special Opportunity Fund, LLC

1.1 Background to Resolution 1

The Company announced on 17 March 2014 that it had entered into a Share Purchase and Convertible Security agreement with The Australian Special Opportunity Fund, LLC, a New York-based institutional investor managed by The Lind Partners, LP (collectively Lind ) in respect of Lind providing a total funding commitment of up to AU$7.25 million. Under the agreement with Lind, OBL received AU$350,000 in funds upon execution of the agreement in the form of AU$275,000 convertible security and AU$75,000 as first equity tranche prepayment. The funds are being used for working capital purposes and to give the Company certainty of access to equity market funding especially during the planning and six (6) month build-up phase of the Derby Block field and support operations, and to allow OBL to advance its exploration program with the hopes of unlocking significant value at both Derby Block and Backreef Area USG / USO Projects. Importantly, the agreement ensures that the Company’s ongoing efforts are adequately funded to advance the Canning Basin operated projects over the coming months.

As part of the Agreement, Lind has been granted 8,000,000 unlisted options (each to be issued exercisable at AU$0.0232 and exercisable by 14 September 2017). OBL has also paid Lind a commitment fee of AU$150,000, satisfied through the issue of 8,053,691 OBL ordinary shares. These commitments shares were issued at a circa 3.5% premium to the closing price of $0.0186 (1.86 cents) on 14 March 2014.

OBL’s obligations are secured through 8,500,000 shares which OBL has issued to Lind.

Convertible Security

On execution of the Facility Agreement, Lind advanced $275,000 to the Company for an unsecured convertible security (Convertible Security).

The Convertible Security:

• Has a conversion or repayment amount of $300,000;

• Has a conversion price for each Share of 91.5% of the average 3 daily VWAPs chosen by Lind during a specified period prior to the issuance of shares;

• Has a coupon/interest rate of 6%;

• Is not convertible for a period of 120 days following execution of the facility agreement;

• May be converted to Shares in one (1) lump sum or in increments of not less than $50,000; and

• Has a term of 24 months from execution of the Facility Agreement.

Equity Drawdown Facility

Following execution of the facility agreement, Lind now provides the Company with an equity drawdown facility of up to $7,000,000 (Drawdown Facility) whereby Lind agrees to purchase Shares on a monthly basis equal in value to $100,000 per tranche (Tranche) for up to 24 months (Term). The parties may increase the amount of each Tranche up to $300,000.

Each Tranche will be pre-paid at the beginning of each month and the Shares for that corresponding Tranche will be issued at the end of the month (Issuance Date).

Upon execution of the facility agreement, Lind purchased the first Tranche of $100,000 (Initial Advance).

The issue price of the Shares under the Drawdown Facility will be equal to 91.5% of the average three (3) daily VWAPs chosen by Lind during the 20 trading day period prior to each Issuance Date (Purchase Price).

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Lind may on one occasion only, elect to purchase a Tranche of Shares at a Purchase Price equal to 130% of the average VWAPs of the Shares during the 20 trading days prior to the execution of the Facility Agreement (One-Off Tranche).

The Company may refuse to issue a Tranche for a month if the Purchase Price will be less than $0.0125 per Share (Floor Price). However, the company must then repay the amount paid by Lind for that Tranche plus a 5% premium.

If the Purchase Price falls below $0.009 (Base Price) per Share for two (2) consecutive trading days during the Term, Lind may suspend its purchase of Shares for up to 60 days. If during this period, the Purchase Price rises above the Base Price for more than 10 trading days, the suspension will be lifted.

After the first 6 Tranches have been drawn, the Company may suspend any further drawdown for up to 3 months in every 12 month period.

The Company may terminate the facility agreement at any time without penalty:

• after 6 months of the Term;

• if the Purchase Price falls below the Floor Price; or

• by paying a cancellation fee of $125,000

Lind will not acquire a relevant interest in the Company of more than 19.99% at any one time.

In consideration of Lind entering the facility agreement, the Company issued 8,000,000 options to Lind, each with an exercise price of $0.0232 per option and an expiry date of 14 September 2017.

1.2 Listing rules information requirements

Under Resolution 1, the Company seeks Shareholder approval for, and ratification of, the issue of 45,197,270 shares, and 8,000,000 unlisted options to Lind so as to restore the Company’s capacity under Listing Rule 7.1 to issue further securities representing up to 15% of the Company’s issued capital in the next 12 months.

For the purposes of the information requirements of Listing Rule 7.5, the following information is provided in respect of Resolution 1:

• (a) The Company issued:

• (i) 16,553,691 Shares, and 8,000,000 unlisted options on 10 March 2014; and

• (ii) 6,818,182 Shares on 17 April 2014; and

• (iii) 11,111,111 Shares on 23 May 2014; and

• (iv) 10,714,286 Shares on 27 June 2014.

• (b) The issue price of the Shares issued for the Commitment Fee was Nil. However, the Company ascribed a deemed issue price of $0.0186 (1.86 cents) to each Share issued.

The issue price of the Shares issued as Collateral Shares was nil.

• (c) All Shares issued rank equally with all other Shares on issue.

• (d) The Shares were issued and allotted to Lind. Lind is not a related party of the Company.

• (e) The Shares were issued as payment of a Commitment Fee and to provide collateral for the Company’s obligations under the facility agreement. Accordingly, no funds were raised from the issue of these Shares.

1.3 Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1.

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Resolution 2: Ratification of Prior Issue of Shares

Background to Resolution 2

On 30 June 2014, the Company announced that it had completed a placement of 35,000,000 fully paid ordinary shares to raise $437,500 before costs, to provide funds for general working capital purposes and to maintain and/or assist the Company’s leverage to attractive and highly prospective assets within its portfolio. The placement was made to sophisticated professional investors.

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 35,000,000 fully paid ordinary shares in the Company.

• (b) The shares were issued at an issue price of $0.0125 (1.25 cents) each.

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

• (d) The shares were allotted and issued to the following applicants:

- Navigator Australia Ltd - Mr Murray Harris + Mrs Deborah Harris - Mr Murray Harris - Ms Yoomin Lee - Paul Stanley Harris Family Trust - Romanna Pty Ltd	Shares 11,000,000 4,400,000 2,800,000 800,000 8,000,000 8,000,000 35,000,000

• (e) Approximately $437,500 was raised from the issue of these shares, and the proceeds from the raising being used primarily to fund ongoing working capital purposes and to maintain and/or assist the Company’s leverage to attractive and highly prospective assets within its portfolio.

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

Resolution 3: Ratification of Prior Issue of Shares

Background to Resolution 3

As previously announced, on 20 February 2014 the Company advised that it had been formally advised by Strategic Energy Resources Limited (ASX: Code SER) that the offshore regulator NOPTA has, granted the Suspension and Extension applied for Moby Oil & Gas Limited (ASX: Code MOG) on 13 November 2013, and approved the Application for a Variation of the Work Program sought by MOG in an Application for Variation for the VIC/P47 Permit Year 4 work program applied for in conjunction with the said suspension and extension Applications. OBL formally advised SER of the exercise of its exclusive option whereby OBL acquires SER’s 25% interest in Vic/P47, including the Moby Gas Field Location and the Judith Gas Discovery. Further, as permitted in the exclusive option agreement, OBL has nominated that this interest be split 50/50 between OBL and OBL’s wholly owned subsidiary Shelf Oil Pty Ltd. Subject to formal transfers being approved by all stakeholders, OBL agreed to issue SER 6 million new OBL ordinary shares at a deemed issue price of $0.02 (2 cents) per share to finalise this transaction.

As previously announced, on 3 July 2014, OBL advised that it has attained approval and registration by the National Offshore Petroleum Titles Administrator (NOPTA) for the acquisition and transfer of a 25% interest in VIC/P47, including the Moby Gas Field Location, to the OBL Group. NOPTA has approved that the transfer of

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the 25% interest in VIC/P47 be equally divided between OBL and OBL’s wholly owned subsidiary Shelf Oil Pty Ltd. OBL has issued Strategic Energy Resources Limited (ASX Code: SER) 6 million new OBL ordinary shares at a deemed issue price of $0.02 (2 cents) per share to finalise this transaction.

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 6,000,000 fully paid ordinary shares in the Company.

• (b) The securities were issued at a deemed issue price of $0.02 (2 cents) per share.

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

• (d) The securities were allotted and issued to Strategic Energy Resources Limited.

• (e) No funds were received by the Company from the issue of the securities due to the fact that the securities have been issued under an agreement to acquire 25% of VIC/P47.

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

Resolution 4: Approval to Issue Fully Paid Ordinary Shares

The Board believes it desirable that the Company has the ability to issue up to a further 150,000,000 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:

• (g) the total number of securities which may be issued under Resolution 4 is a maximum of 150,000,000;

• (h) the recipients are not known at this point however will be determined at the Board’s discretion and be professional and/or sophisticated investors;

• (i) no securities pursuant to Resolution 4 will be issued to Directors of the Company or their associates;

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

• (k) 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;

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

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

• (n) the Company sought this ability in the past, and your Board continues to wish to be able to pursue and effect a major investor for the Company; and

• (g) a voting exclusion statement is included in the Notice of General Meeting of which this Explanatory Statement forms part.

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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 10:00am (AEST) on Tuesday 5 August 2014.

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.

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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.

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  10:00 am (AEST) Tuesday 5 August 2014

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 or abstain as they choose (to the extent permitted by law). 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 help tab, "Printable 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

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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

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to indicate your directions

XX

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

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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 the Institute of Chartered Accountants, Level 3, 600 Bourke Street, Melbourne on Thursday, 7 August 2014 at 10:00 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 Issue of Shares and Grant of Options to The Australian Special Opportunity Fund, LLC

Item 2 Ratification of Prior Issue of Shares Item 3 Ratification of Prior Issue of Shares Item 4 Approval to Issue Fully Paid Ordinary Shares

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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