EMPEROR ENERGY LIMITED — Proxy Solicitation & Information Statement 2016

Mar 10, 2016

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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 4:00 pm (AEST) on Friday 8 April 2016

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 4:00 pm (AEST) on Friday 8 April 2016.

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

Item 1: Ratification of previous issue of shares and options to Lind

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 prior issue of 25,000,000 shares and the grant of 67,000,000 unlisted options, on 18 November 2015, to the Lind Partners LLC, general partner and manager of The Australian Special Opportunity Fund, LP, for AU$nil cash consideration, in accordance with the terms and conditions set out in the Explanatory Statement.

Voting Exclusion

In accordance with Listing Rule 14.11, the Company will disregard any votes cast on resolution 1 by persons who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if: (i) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or (ii) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote

Item 2: Consolidation of Share Capital

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

That, for the purposes of section 254H of the Corporations Act 2001 and ASX Listing Rule 7.20 and for all other purposes, the share capital of the Company be consolidated through the conversion of ten (10) present shares into one (1) ongoing share, and that any resulting fractions of a share held by a shareholder in each account be rounded up to the next whole number of shares, with such consolidation to take effect in the manner and on the date described in the Explanatory Statement.

Item 3: Approval of Convertibility under agreement with Lind

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

That subject to Item 1 and Item 2 being approved and implemented for the purposes of ASX Listing Rule 7.1 and all other purposes, Shareholders approve the convertibility of up to AU$460,000 owing under the agreement dated 5 November 2015 with The Australian Special Opportunity Fund, LLP to such number of fully paid ordinary shares in the Company, in accordance with the terms and conditions set out in the Explanatory Statement and, further, Shareholders approve the pricing and issuance of any shares resulting from conversion, as determined under the agreement, including those that are priced and issued beyond any time limit for such issuance as otherwise specified in the ASX Listing Rules.

Voting Exclusion

In accordance with Listing Rule 14.11, the Company will disregard any votes cast on resolution 3 by persons who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if: (i) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or (ii) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote.

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Item 4: Directors may by agreement accept OBL shares in lieu of fees

Item 4(a), 4(b) and 4(c)

Item 4(a)

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

That Mr Neil Francis Doyle (or his nominee) may by agreement be paid, or allotted and issued in salary sacrifice to superannuation, OBL shares for the relevant monthly director’s fees being in number 383,250 present OBL shares (being 127,750 ongoing OBL shares if Item 2 is approved) for each month.

Item 4(b)

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

That Mr Kim Warren McGrath (or his nominee) may by agreement be paid, or allotted and issued in salary sacrifice to superannuation, OBL shares for the relevant monthly director’s fees being in number 1,022,000 present OBL shares (being 127,750 ongoing OBL shares if Item 2 is approved) for each month.

Item 4(c)

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

That Mr Nigel Howard Harvey (or his nominee) may by agreement be paid, or allotted and issued in salary sacrifice to superannuation, OBL shares for the relevant monthly director’s fees being in number 1,149,750 present OBL shares (being 127,750 ongoing OBL shares if Item 2 is approved) for each month.

Item 4(d)

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

That Mr Carl Francis Dumbrell (or his nominee) may by agreement be paid, or allotted and issued in salary sacrifice to superannuation, OBL shares for the relevant monthly director’s fees being in number 383,250 present OBL shares (being 127,750 ongoing OBL shares if Item 2 is approved) for each month.

Voting Exclusion

A vote in respect of this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

The Company will disregard any votes cast on resolutions 4(a), 4(b), 4(c) and 4(d) by a Specified KMP in contravention of section 250BD of the Act.

However, a vote may be cast by a Specified KMP if that person is acting as proxy (“Proxy Voter”) and the vote is not cast on behalf of a Specified KMP and either:

• (a) the proxy form specifies how that Proxy Voter is to vote; or

• (b) that Proxy Voter is the Chair voting an undirected proxy which expressly authorises the Chair to vote the proxy on a resolution connected with the remuneration of a member of the Key Management Personnel.

Listing Rules

The Company will, in accordance with Listing Rule 14.11, disregard any votes cast on:

• Resolution 4(a) (Approval to Issue of Shares to Directors) by Mr Neil Francis Doyle and his associates.

• Resolution 4(b) (Approval to Issue of Shares to Directors) by Mr Kim Warren McGrath and his associates.

• Resolution 4(c) (Approval to Issue of Shares to Directors) by Mr Nigel Howard Harvey and his associates

• Resolution 4(d) (Approval to Issue of Shares to Directors) by Mr Carl Francis Dumbrell and his associates

However, the Company need not disregard a vote if: (i) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or (ii) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

By order of the Board

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Carl Dumbrell Company Secretary, Melbourne 11 March 2016

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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.

Item 1: Ratification of previous issue of shares and options to Lind

1.1 Background to Item 1

The Company announced on 6 November 2015 that it entered into a funding agreement with The Australian Special Opportunity Fund, LP, a New York-based institutional investor managed by The Lind Partners, LLC (collectively Lind ) for a total funding commitment of up to AU$1.2 million by way of a zero coupon Senior Unsecured Convertible Security (‘ Convertible Security ”).

Under the agreement with Lind, executed effective 5 November 2015, OBL receives a net AU$380,000 in funds after fees on the AU$400,000 advanced as the first tranche Convertible Security with the face value of the Convertible Security being AU$460,000.

The agreement has a term of up to 2 years, and the first tranche is made up of:

• a) a zero coupon convertible security in the face value of AU$460,000 (“ Face Value ”), with

• b) the Convertible Security being only convertible after 3 February 2016 (until then “ Lock-up ”), and

• c) after the Lock-up, Investor will have the option to convert any outstanding Face Value amounts into ordinary shares at a price per share equal to the lower of (i) 130% of the average of the three consecutive daily VWAPs, chosen by Investor, during the 20 trading days before the date of execution of the Agreement or (ii) 90% of the average of the three consecutive daily VWAPs, chosen by the Investor, during the 20 trading days before the date of conversion – adjusted hereafter for any consolidation of capital and, where necessary in both cases (i) and (ii), after rounded down to the next lowest number containing three decimal places of a dollar (“ Conversion Price ”) – as exemplified in the following table based on prices after consolidation of share capital:

			Composite
Maximum Conversion	Conversion Price per share	Ongoing Shares Issued	Voting Power
$460,000.00	$0.018 (1.8 cents)	25,555,556	19.76%
$460,000.00	$0.020 (2.0 cents)	23,000,000	18.28%
$460,000.00	$0.022 (2.2 cents)	20,909,091	17.04%
$460,000.00	$0.025 (2.5 cents)	18,400,000	15.50%
$460,000.00	$0.030 (3.0 cents)	15,333,333	13.53%
$460,000.00	$0.035 (3.5 cents)	13,142,857	12.31%

Funds will provide working capital and can be utilised for development of the Company’s projects and exploration permits in both onshore and offshore Australia.

Should conversion of 75% or more of the Face Value of the Initial Convertible Security occur, subject to mutual agreement between OBL and Lind a second tranche of between AU$400,000 up to AU$800,000 (second tranche Convertible Security) on similar terms may be sought and offered.

In addition, as part of the Agreement, Lind receives:

• (a) 67,000,000 new OBL unlisted options at the time of funding. Options will be exercisable for 36 months with an exercise price equal to 130% of the average of the daily VWAPs during the 20 trading days before the date of execution of the Agreement (adjusted for consolidation of share capital) (full detailed terms attached in Annexure A).

• (b) 25,000,000 new OBL ordinary shares as collateral, which will be credited, or returned, to OBL upon repayment or conversion in full of all outstanding Face Value amounts (adjusted for consolidation of share capital). In the event that the collateral shares are returned to OBL, these shares will be cancelled.

If OBL elects to receive the second tranche Convertible Security, Lind will receive options equal to 50% coverage at the time of funding. Options will be exercisable for 36 months with an exercise price equal to 130% of the average of the daily VWAPs during the 20 trading days before the date of funding of the Second Convertible Security.

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The Agreement contains provisions requiring approval of shareholders if required under Listing Rule 7.1. Shareholder approval was not required for the initial funding to proceed.

Summary of agreed terms

Among other normal conditions of a transaction of this type, under the executed agreement specifically:

1. Lind is entitled to require a share consolidation that is subject to shareholder approval, once the LockUp Period has expired and has so asked for a ten (10) into one (1) consolidation.

2. Commitment fee of AU$20,000 to Lind to be paid by an offset of the first tranche advance.

3. Lind is restricted from trading of any kind in OBL shares during the Lock-Up Period (unless with the

4. Company’s consent).

5. Pricing to be determined based on 3 consecutive days during a 20 trading day period prior to conversion as detailed above.

6. . The Company will use its best endeavours to seek shareholder approval where required in relation to any conversion of the securities and retain the relevant placement capacity for any potential conversions.

1.2 Listing Rules information requirements

Under Resolution 1, the Company seeks Shareholder approval for, and ratification of, the issue of 25,000,000 collateral shares and 67,000,000 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 and any others, the following information is provided in respect of Resolution 1:

• (a) The Company issued:

• (i) 25,000,000 collateral shares on 18 November 2015.

• (ii) 67,000,000 unlisted options on 18 November 2015.

• (b) The issue price of the shares issued as collateral shares was AU$nil.

• The issue price of the options granted was AU$nil. The exercise price of each option is AU$0.004658 (0.4658 cents) per share and which, after the consolidation of capital proposed, will be AU$0.04658 (4.658 cents) per share.

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

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

• (e) The shares were issued as collateral which will be credited, or returned, to OBL upon repayment or conversion, in full, of all outstanding Face Value amounts. 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.

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

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Item 2: Consolidation of Share Capital

2.1 Background to Item 2

As a capital management initiative, the Company proposes to consolidate its share capital through the conversion of ten (10) present OBL shares into one (1) ongoing OBL share which will be listed on the ASX.

The proposed share consolidation will:

• (a) Ensure that each shareholder’s proportionate interest in the Company remains unchanged, subject to rounding up of fractional entitlements to the next whole number of shares, and as the ongoing shares will be listed there are no adverse taxation consequences envisaged although Shareholders should seek individual advice; and

• (b) Reduce the number of OBL shares from 1,139,587,360 to approximately 113,959,000 representing a 90% reduction in the number of shares on issue thereby making the number of shares on issue more manageable and at an expected share-price that investment parties would feel more comfortable with.

Key details for the share consolidation process, if approved by shareholders, are:

• (a) The share consolidation will take effect from 21 April 2016.

• (b) The share consolidation requires shareholder approval by ordinary resolution.

• (c) Where the consolidation results in a shareholder’s account having an entitlement to a fraction of a share, that fraction will be rounded to the nearest whole number of shares.

• (d) The consolidation will not materially change the proportionate interest that each shareholder holds in the Company, because the consolidation ratio applies (subject to rounding) to all present shares.

• (e) The options issued by the Company are not listed and are all ‘out of the money’ and will by their terms be similarly consolidated in number on a ten (10) for one (1) basis with the relevant strike price for each option being increased by a factor of ten (10).

• (f) The holders of convertible securities currently on issue will not receive a benefit that holders of ordinary securities do not receive upon reorganisation of capital.

The timetable for the share consolidation process is as follows.

Event	Indicative date
Meeting held, including Resolution to approve Share Consolidation	8 April 2016
Company notifies ASX that Shareholders have approved the Share Consolidation	8 April 2016
Last day for trading in pre-consolidated Shares	11 April 2016
Trading in the consolidated Shares on a deferred settlement basis starts	12 April 2016
Last day for Company to register Share transfers on a pre-consolidated basis	13 April 2016
First day for Company to register share transfers on a consolidated basis and first day for Company to issue holding statements for Shares on a consolidated basis	14 April 2016
Company announces to ASX that despatch of the new holding statements has occurred	20 April 2016
Deferred settlement trading ends	20 April 2016
Normal T+2 trading in consolidated Shares starts	21 April 2016

If the Company, in its absolute discretion, forms the view that a shareholder has been party to any shareholding splitting or division to obtain an advantage from the rounding of fractional entitlements, then the Company may take appropriate action, including (without limitation) the disregarding of the splitting or division, for the purposes of dealing with fractional entitlements.

2.2 Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 2.

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Item 3: Approval of Convertibility under agreement with Lind

3.1 Background to Item 3

The Company announced on 6 November 2015 that it entered into a funding agreement with The Australian Special Opportunity Fund, LP, a New York-based institutional investor managed by The Lind Partners, LLC (collectively Lind ) for a total funding commitment of up to AU$1.2 million by way of a zero coupon Senior Unsecured Convertible Security (‘ Convertible Security ”).

Under the Convertible Security there is provision for Lind to convert up to AU$460,000, being the face value (“ Face Value ”) of the Convertible Security, into OBL fully paid ordinary shares at any time until 5 November 2017. Shareholders are being asked to approve this aspect of the funding agreement.

Shareholders are also referred to the detail in Background to Item 1 above.

3.2 Listing Rules information requirements

For the purposes of the information requirements of Listing Rule 7.3 and any others, the following information is provided in respect of Resolution 3:

• (a) The number of shares that the Company must issue and electronically deliver in a conversion shall be determined by dividing the Australian dollar amount of the relevant conversion amount by the conversion price, provided that if the resultant number contains a fraction, such number shall be rounded up to the next highest whole number. The maximum number of such shares would be determined by the foregoing formula applied to AU$460,000 being the Face Value.

• (b) The date of the meeting, being 8 April 2016, is upon approval the date of grant of the convertible aspect of the security and such convertibility may be exercised therefrom until 5 November 2017 during which period (or immediately thereafter) the Company will issue the shares from exercise.

• (c) The issue price of the convertible aspect of the security is AU$nil per se as it forms part of the Convertible Security and the shares issued on exercise are priced the price equal to the lesser of: (i) the price per share equal to 130% of the average of three (3) consecutive daily VWAPs per share, as selected by the Investor in its sole discretion, (in Australian dollars) to three decimal places (provided that if the resultant number contains four or more decimal places, such number will be rounded down to the next lowest number containing three decimal places), during the twenty (20) consecutive trading days on the ASX immediately prior to 5 November 2015 (adjusted for any consolidation of capital); and (ii) the price per share equal to 90% of the average of three (3) consecutive daily VWAPs per share, as selected by the Investor in its sole discretion, (in Australian dollars) to three decimal places (provided that if the resultant number contains four or more decimal places, such number will be rounded down to the next lowest number containing three decimal places), during the twenty (20) consecutive trading days on the ASX immediately prior to the conversion date (adjusted for any consolidation of capital).

• (d) The Company confirms that it will not breach ASX Listing Rule 7.3.3 regarding the issue price of the securities at any point in time, and in any event, the issue price will be at least 80% of the VWAP over the last 5 days on which sales in the securities were recorded before the day on which the issue is made.

• (e) The Australian Special Opportunity Fund, LP is the legal person to which the convertible aspect of the security is granted and shares issued on exercise are to the account or nomination of The Lind Partners, LLC as general partner and manager of The Australian Special Opportunity Fund, LP.

• (f) The terms of the convertible aspect of the security granted is in accordance with the agreement dated 5 November 2015 with The Australian Special Opportunity Fund, LP and any shares issued on exercise rank pari passu with and exist on the same terms as all other fully paid ordinary shares of the Company.

• (g) The issue date of the convertible aspect of the security is upon approval the date of the meeting, 7 April 2016, while exercise of such convertibility and issues of shares therefrom may occur progressively.

• (h) Any shares issued in relation to the conversion of the convertible security will be carried out within 3 months.

• (i) The Company confirms that it will not allow The Australian Special Opportunity Fund, LP to exceed 19.99% holding in the Company at any point in time.

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Items 4(a), 4(b), 4(c) and 4(d): Directors may by agreement accept OBL shares in lieu of fees

A number of the Directors have indicated a willingness to accept OBL shares in lieu of monthly fees. The present fee for each OBL Director is set as AU$3,500 plus AU$332.50 in superannuation at the rate of 9.5%, making a total of AU$3832.50 per month. It is proposed the shares to be issued are nominally valued at AU$0.003 (0.3 cps) at present or $0.03 (3.0 cps) if Item 2 is approved.

Numbers of fee months outstanding at the date of the meeting in respect of each Director are:

Director	Monthly Fees Accrued	Deemed issue price (cents) Jul - 15 Aug - 15Sep - 15	Deemed issue price (cents) Jul - 15 Aug - 15Sep - 15	Deemed issue price (cents) Jul - 15 Aug - 15Sep - 15	Deemed issue price (cents) Jul - 15 Aug - 15Sep - 15	Deemed issue price (cents) Jul - 15 Aug - 15Sep - 15
Kim McGrath	$3,832.50	0.03	0.03			0.03
Neil Doyle	$3,832.50	0.03	0.03			0.03
Nigel Harvey	$3,832.50	0.03	0.03			0.03
Carl Dumbrell	$3,832.50	0.03	0.03			0.03
Director	Monthly Fees Accrued	Deemed issue price (cents) Oct - 15 Nov - 15 Dec - 15					Jan – 16		Feb -16		Mar - 16
Kim McGrath	$3,832.50	0.03	0.03			0.03	0.03		0.03		0.03
Neil Doyle	$3,832.50	0.03	0.03			0.03	0.03		0.03		0.03
Nigel Harvey	$3,832.50	0.03	0.03			0.03	0.03		0.03		0.03
Carl Dumbrell	$3,832.50	0.03	0.03			0.03	0.03		0.03		0.03
Director	No. of shares to be issued if approval is provided Jul - 15 Aug - 15Sep - 15
Kim McGrath	-	127,750		127,750
Neil Doyle	-	-		-
Nigel Harvey	127,750	127,750		127,750
Carl Dumbrell	-	-		-
Director	No. of shares to be issued if approval Oct - 15 Nov - 15 Dec - 15					is provided Jan – 16	Feb -16		Mar - 16	Total no. of shares
Kim McGrath	127,750	127,750	127,750		127,750		127,750	127,750		1,022,000
Neil Doyle	-	-	-		127,750		127,750	127,750		383,250
Nigel Harvey	127,750	127,750	127,750		127,750		127,750	127,750		1,149,750
Carl Dumbrell	-	-	-		127,750		127,750	127,750		383,250

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 to a related party of the company. Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the shares to the Directors as approval is being obtained under ASX Listing Rule 10.11.

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 Item 4:

• (a) the related parties are Mr Kim McGrath, Mr Neil Doyle, Mr Nigel Harvey and Mr Carl Dumbrell and they are related parties by virtue of being Directors of the Company;

• (b) the maximum number of Shares to be issued by the Company is 2,938,250 under Item 4 comprising:

• (i) 1,022,000 fully paid ordinary shares to Mr Kim McGrath (or his nominee)

• (ii) 383,250 fully paid ordinary shares to Mr Neil Doyle (or his nominee)

• (iii) 1,149,750 fully paid ordinary shares to Mr Nigel Harvey (or his nominee) – and;

• (iv) 383,250 fully paid ordinary shares to Mr Carl Dumbrell (or his nominee)

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

• (d) the Shares will be issued as satisfaction for $88,147.50 in fees (which represents the aggregate total outstanding fees as at 31 March 2016 payable to Directors) at a deemed issue price calculated at a nominal valued of AU$0.003 (0.3 cps) at present or $0.03 (3.0 cps) if Item 2 is approved.

there will not be any funds raised through the issue of the shares, but the Company will reduce its liabilities by $88,147.50.

If this Item 4 is approved, the shares so issued will lessen the Composite Voting Power percentages detailed under Item 1 above. A voting exclusion statement is included in the Notice of General Meeting of which this Explanatory Statement forms part.

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ANNEXURE A – OPTION TERMS

Nature of Options

• (a) Each Option will grant the holder of that Option the right but not the obligation to be issued by the Company one Share at the Options Exercise Price.

• (b) Each Option will be exercisable by the Option holder complying with its obligations under this clause 9, at any time after the time of its grant and prior to the date that is thirty six (36) calendar months after their date of issue (the Options Expiration Date ), after which time it will lapse.

Exercise of Options

• (a) Without limiting the generality of, and subject to, the other provisions of the Agreement, an Option holder may exercise any of its Options at any time prior to their expiration, by delivery of:

• (i) a copy, whether facsimile or otherwise, of a duly executed Option exercise form substantially in the form attached to this Agreement as Annexure A (the Exercise Form ), to the Company during normal business hours on any Business Day at the Company’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the Option holder);

• (ii) a copy, whether facsimile or otherwise, of any exercise form required by the share registrar; and

• (iii) payment of an amount equal to the Options Exercise Price multiplied by the number of Shares in respect of which the Options are being exercised at the time by wire transfer to the account specified by the Company from time to time or by bank draft delivered to the Company during normal business hours on any Business Day at the Company’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the Option holder).

• (b) As soon as reasonably practicable, but in any event no later than two (2) Business Days after receipt of a duly completed Exercise Form and the payment referred to in clause 9.2(a)(iii), the Company shall cause its securities registrar to:

• (i) issue and Electronically Deliver the Shares in respect of which the Options are so exercised by the Option holder; and

• (ii) provide to the Option holder holding statements evidencing that such Shares have been recorded on the Share register.

Reconstruction of Capital

In the event of a consolidation, subdivision or similar reconstruction of the issued capital of the Company, and subject to such changes as are necessary to comply with the Listing Rules applying to a reconstruction of capital at the time of the reconstruction:

• (a) the number of the Shares to which each Option holder is entitled on exercise of the outstanding Options will be reduced or increased in the same proportion as, and the nature of the Shares will be modified to the same extent that, the issued capital of the Company is consolidated, subdivided or reconstructed (subject to the same provisions with respect to rounding of entitlements as sanctioned by the meeting of shareholders approving the consolidation, subdivision or reconstruction); and

• (b) an appropriate adjustment will be made to the Options Exercise Price of the outstanding Options, with the intent that the total amount payable on exercise of the Options will not alter.

Cumulative Adjustments

Full effect will be given to the provisions of clause 9.3, as and when occasions of their application arise and in such manner that the effects of the successive applications of them are cumulative, the intention being that the adjustments they progressively effect will be such as to reflect, in relation to the Shares issuable on exercise of the Options outstanding, the adjustments which on the occasions in question are progressively effected in relation to Shares already on issue.

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Notice of Adjustments

Whenever the number of Shares over which an Option is exercisable, or the Options Exercise Price, is adjusted pursuant to this Agreement, the Company shall give notice of the adjustment to all the Option holders, within three (3) Business Days.

Rights Prior to Exercise

Prior to its exercise, an Option does not confer a right on the Option holder to participate in a new issue of securities by the Company.

Redemption

The Options will not be redeemable by the Company.

Assignability and Transferability

The Options will be freely assignable and transferable, subject to the provisions of Chapter 6D of the Corporations Act and the applicable Law.

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GLOSSARY

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

“ AEST ” means Australian Eastern Standard Time.

“ ASIC ” means the Australian Securities and Investments Commission;

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

”AU$” means Australian dollars;

“ 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 General Meeting of which the 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 (AEDT) on the date 48 hours before the date of the General Meeting will be taken, for the purposes of the General 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 General Meeting should be read together with, and forms part of this Notice of General Meeting.

3. A shareholder entitled to attend and vote is entitled to appoint not more than two (2) proxies. Where more than one (1) proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If the shareholder appoints two (2) 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 of General Meeting.

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 4:00 pm (AEST) on Wednesday 6 April 2016.

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.

Oil Basins Limited ACN 006 024 764

Lodge your vote:

By Mail:

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

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 4 :00 pm (AEST) on Wednesday, 6 April 2016

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

 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.

Samples/000001/000001/i12

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

Proxy Form

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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. I 9999999999

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I ND
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to indicate your directions

Please mark

Appoint a Proxy to Vote on Your Behalf

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 Institute of Chartered Accountants, Level 3, 600 Bourke Street, Melbourne, Victoria on Friday, 8 April 2016 at 4 :00 pm (AEST) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 4(a), 4(b), 4(c) and 4(d) (except where I/we have indicated a different voting intention below) even though Items 4(a), 4(b), 4(c) and 4(d) are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 4(a), 4(b), 4(c) and 4(d) by marking the appropriate box in step 2 below.

Items of Business 

PLEASE NOTE:If you mark theAbstainbox 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.
For Against Abstain

			For	Again	st Abstain
Item	1	Ratification of previous issue of shares and options to Lind
Item	2	Consolidation of Share Capital
Item	3	Approval of Convertibility under agreement with Lind
Item	4(a)	That Mr Neil Francis Doyle (or his nominee) may by agreement accept OBL shares in lieu of fees
Item	4(b)	That Mr Kim Warren McGrath (or his nominee) may by agreement accept OBL shares in lieu of fees
Item	4(c)	That Mr Nigel Howard Harvey (or his nominee) may by agreement accept OBL shares in lieu of fees
Item	4(d)	That Mr Carl Francis Dumbrell (or his nominee) may by agreement accept OBL shares in lieu of fees

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.

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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O B L

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