FIN RESOURCES LIMITED — AGM Information 2010

Oct 26, 2010

MONITOR ENERGY LIMITED ACN 009 121 644

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10:00 am (WST) DATE : 30 November 2010 PLACE : Formal Dining Room Level 1 The University Club of Western Australia University of Western Australia Hackett Drive, Entry #-1 – UWA Campus CRAWLEY Western Australia

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on + 61 8 9211 1555.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	8
Annexure A – Nomination of Auditor	9
Proxy Form	10
TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the Shareholders of Monitor Energy Limited which this Notice of Meeting relates to will be held at 10:00 am (WST) on 30 November 2010 at:

Formal Dining Room Level 1 The University Club of Western Australia University of Western Australia Hackett Drive, Entry #-1 – UWA Campus CRAWLEY Western Australia

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed:

• (a) by post to Monitor Energy Limited, 35 Richardson Street, West Perth, Western Australia;

• (b) by facsimile to the Company on facsimile number + 61 8 9211 1500; or

• (a) email to the Company at info@monitorenergy.com.au,

so that it is received not later than 10:00 am WST on 28 November 2010.

Proxy forms received later than this time will be invalid.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Monitor Energy Limited will be held at 10:00 am WST on 30 November 2010 at Formal Dining Room, Level 1, The University Club of Western Australia, Hackett Drive, Entry #-1 – UWA Campus, Crawley, Western Australia.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 5.00pm (WST) on 28 November 2010.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2010 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual financial report for the financial year ended 30 June 2010.”

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MARK GWYNNE

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

“That, for the purpose of clause 6.3 of the Constitution and for all other purposes Mark Gwynne, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

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3. RESOLUTION 3 – RATIFICATION OF SHARE ISSUE

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue and allotment of 470,000,000 Shares on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who participated in the issue of Shares and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. RESOLUTION 4 – APPOINTMENT OF AUDITOR

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

“That, for the purposes of section 327B of the Corporations Act 2001 (Cth) and for all other purposes, Stantons International Audit and Consulting Pty Ltd, having been nominated by a Shareholder and having consented in writing to act in the capacity of auditor, be appointed as auditor of the Company."

DATED: 26 OCTOBER 2010

BY ORDER OF THE BOARD

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MR JON ROESTENBURG MANAGING DIRECTOR MONITOR ENERGY LIMITED

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held at 10:00 am WST on 30 November 2010 at Formal Dining Room, Level 1, The University Club of Western Australia, Hackett Drive, Entry #-1 – UWA Campus, Crawley, Western Australia.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2010 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.monitorenergy.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2010.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MARK GWYNNE

Clause 6.3 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

A Director who retires by rotation under clause 6.3 of the Constitution is eligible for reelection.

The Company currently has three Directors and accordingly one must retire.

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Mark Gwynne, the Director longest in office since his last election, retires by rotation and seeks re-election.

4. RESOLUTION 3 – RATIFICATION OF SHARE ISSUE

4.1 General

In July 2010, Komodo completed a Share placement under Section 708(A)(5) of the Corporations Act to raise $1,410,000 (before costs) by the issue of 470,000,000 Shares at $0.003 each to sophisticated investor clients of Komodo ( Komodo Placement ). The funds raised via the Komodo Placement are being used to finalise due diligence on the proposed acquisition by the Company of up to a 90% interest in SOCA Petroleum Limited as announced by the Company in July 2010 and will be used for future operations on the Company’s existing portfolio of assets and general working capital.

None of the recipients of Shares pursuant to the Komodo Placement was a related party of the Company.

Resolution 3 seeks ratification pursuant to ASX Listing Rule 7.4 for the issue of the Shares the subject of the Komodo Placement ( Share Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided the issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with Shareholder approval for the purposes of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

4.2 Technical Information required by ASX Listing Rule 7.4

Pursuant to an in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share Ratification:

• (a) 470,000,000 Shares were issued;

• (b) the issue price was $0.003 per Share;

• (c) the Shares issued were all fully paid ordinary Shares in the capital of the Company ranking equally with existing Shares on issue;

• (d) the Shares were allotted and issued to sophisticated investor clients of Komodo, none of whom were related parties of the Company; and

• (e) the funds raised from this issue will be used to finalise due diligence on the Acquisition and will be used for future operations on the Company’s existing portfolio of assets and general working capital.

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5. RESOLUTION 4 – APPOINTMENT OF AUDITOR

Due to a restructure of Stantons International, Stantons International Pty Ltd, who is the Company’s current auditor, has given notice of its intention to resign as auditor of the Company (under section 329(5) of the Corporations Act) subject to receipt of ASIC’s consent to the resignation and Shareholder approval of this Resolution 4 for the appointment of Stantons International Audit and Consulting Pty Ltd as auditor.

Subject to the ASIC consenting to the resignation of Stantons International Pty Ltd, and Stantons International Pty Ltd submitting a resignation to the Company, it is proposed that the Company appoint Stantons International Audit and Consulting Pty Ltd as auditor of the Company.

In accordance with section 328B(1) of the Corporations Act, the Company has sought and obtained a nomination from a Shareholder for Stantons International Audit and Consulting Pty Ltd to be appointed as the Company’s auditor. A copy of this nomination is annexed to this Explanatory Statement and marked Annexure A.

Stantons International Audit and Consulting Pty Ltd has given its written consent to act as the Company’s auditor, subject to Shareholder approval of this Resolution 4.

If Resolution 4 is passed, the appointment of Stantons International Audit and Consulting Pty Ltd as the Company’s auditor, will take effect at the close of the Meeting.

6. ENQUIRIES

Shareholders are required to contact the Company Secretary on (+61 8) 9211 1555 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ or A$ means Australian dollars.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company or Monitor means Monitor Energy Limited (ABN 25 009 121 644).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Komodo means Komodo Capital Pty Ltd (ABN 31 140 629 296).

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement and the Proxy Form.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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ANNEXURE A – NOMINATION OF AUDITOR

26 October 2010

The Board of Directors Monitor Energy Limited 35 Richardson Street WEST PERTH WA 6005

Dear Sirs

NOMINATION OF STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD AS COMPANY AUDITOR

Kouta Bay Pty Ltd , being a shareholder of Monitor Energy Limited, hereby nominates Stantons International Audit and Consulting Pty Ltd of Level 1, 1 Havelock Street, West Perth WA, for appointment as auditor of Monitor Energy Limited at its 2010 Annual General Meeting.

We consent to the distribution of a copy of this notice of nomination as an annexure to the Notice of Meeting and Explanatory Statement for the 2010 Annual General Meeting of Monitor Energy Limited as required by section 328B (3) of the Corporations Act 2001.

Signed

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---

Kent Hunter Sole Director / Company Secretary Kouta Bay Pty Ltd

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PROXY FORM

APPOINTMENT OF PROXY MONITOR ENERGY LIMITED ABN 25 009 121 644

GENERAL MEETING

I/We of

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being a member of Monitor Energy Limited entitled to attend and vote at the Annual General Meeting, hereby Appoint Name of proxy OR the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the Annual General Meeting to be held at 10.00am (WST) on 30 November 2010 at Formal Dining Room, Level 1, The University Club of Western Australia, Hackett Drive, Entry #-1 – UWA Campus, Crawley, Western Australia, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

OR

Voting on Business of the Annual General Meeting FOR AGAINST ABSTAIN Resolution 1 – Adoption of remuneration report Resolution 2 – Re-election of Director – Mark Gwynne Resolution 3 - Ratification of Share Issue Resolution 4 - Appointment of Auditor Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll. Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Director Director/Company Secretary Secretary Contact Name: _____ Contact Ph (daytime): _____

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

MONITOR ENERGY LIMITED ABN 25 009 121 644

Instructions for Completing ‘Appointment of Proxy’ Form

1. ( Appointing a Proxy ): A member entitled to attend and vote at a General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

2. ( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing Instructions ):

• ( Individual ): Where the holding is in one name, the member must sign.

• ( Joint Holding ): Where the holding is in more than one name, all of the members should sign.

• ( Power of Attorney ): If you have not already provided 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, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the Annual General Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Monitor Energy Limited, 35 Richardson Street, West Perth, Western Australia;

• (b) facsimile to the Company on facsimile number + 61 8 9211 1500; or

• (c) email to the Company at info@monitorenergy.com.au,

so that it is received not later than 10:00 am (WST) on 28 November 2010.

Proxy Forms received later than this time will be invalid.

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