FIN RESOURCES LIMITED — AGM Information 2011

Oct 5, 2011

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Orca Energy Limited ABN 25 009 121 644

Notice of Annual General Meeting

TIME: 9.30am (WST) DATE: Friday, 4 November 2011 PLACE: 35 Richardson Street, West Perth 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 (08) 9322 7600.

Contents Page

Notice of Meeting (setting out proposed Resolutions)	1
Explanatory Statement (explaining the proposed Resolutions)	4
Glossary	7
Time and Place of Meeting and How To Vote

Venue

The Annual General Meeting of Shareholders of Orca Energy Limited which this Notice of Meeting relates to will be held on 4 November 2011 at 9.30am (WST) at:

35 Richardson Street, West Perth Western Australia 6005

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. The meeting will commence at 9.30am (WST).

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Meeting as soon as possible and either:

• (a) send the proxy form by post to Orca Energy Limited, c/‐ Grange Consulting PO Box 1263, West Perth Western Australia, 6872; or

• (b) deliver the proxy form to the Company’s registered office, 945 Wellington Street, West Perth Western Australia, 6005; or

• (c) send the proxy form by facsimile to the Company on facsimile number INT + 61 8 9322 7602,

• (d) so that it is received not later than 9.30am (WST) on 2 November 2011 .

Proxy forms received later than this time will be invalid.

Orca Energy Limited ABN 25 009 121 644

Notice of Meeting

Notice is given that the Annual General Meeting of Shareholders of Orca Energy Limited will be held at the 35 Richardson Street, West Perth, Western Australia at 9.30am (WST) on 4 November 2011 ( Annual General 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 of the Company as at 9.30am on 2 November 2011.

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

Agenda

The Explanatory Statement to this Notice of Meeting describes the matters to be considered at the Annual General Meeting.

Adoption of Annual Financial Report

To receive the Annual Financial Report, including Directors’ declaration and accompanying reports of the Directors and auditors for the period ending 30 June 2011.

Non‐binding Business

Resolution 1 – Adoption of Remuneration Report (Non‐binding)

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

• “That for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given to the adoption of the Remuneration Report as contained in the Company’s Annual Report for the period ended 30 June 2011.”

Short Explanation: The Corporations Act provides that a resolution that the remuneration report be adopted must be put to vote at a listed company’s annual general meeting. The vote on this resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution.

Voting Exclusion: The Company will disregard any votes cast on Resolution 1 by or on behalf of a Restricted Voter. However, the Company need not disregard a vote if:

• (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and (b) it is not cast on behalf of a Restricted Voter.

Further, the Company will not disregard a vote cast by the Chair of the meeting as a proxy, if the appointment of the Chair expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 1. Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting.

Page 1

Ordinary Business

Resolution 2 – Re‐election of Mr Jason Bontempo

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

“To elect Mr Bontempo as a director of the Company who retires by rotation pursuant to the Constitution of the Company and being eligible offers himself for re‐election.”

Short Explanation : in accordance with ASX Listing Rule 14.4 (rotation of directors) and the Company’s Constitution, one third of the Directors must retire by rotation at every Annual General Meeting. Accordingly, Mr Bontempo retires by rotation and being eligible for re‐election, offers himself for re‐election at the Meeting.

Resolution 3 – Re‐election of Mr Jeremy King

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

• “That Mr King having been appointed as a Director prior to the date of this meeting, who retires in accordance with the Constitution and, being eligible, be re‐appointed as a director of the Company with immediate effect.”

Short Explanation : In accordance with ASX Listing Rule 14.4, a director of the Company appointed to fill a casual vacancy or as an addition to the Board may not hold office (without re‐election) past the next Annual General Meeting following their appointment. Further, in accordance with the Constitution, any Director appointed by the Board holds office only until conclusion of the next Annual General Meeting and is eligible for re‐election. Accordingly, Mr King retires and being eligible for re‐election, offers himself for re‐election at the Meeting.

Resolution 4 – Pre‐approval of Share Placement

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

“That for the purposes of Listing Rule 7.1 of the ASX Listing Rules and for all other purposes, the shareholders of the Company authorise and approve the Directors to issue Shares to raise a total of up to $5,000,000 on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. However, the Company need not disregard a vote if:

• a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directors on the proxy form; or

• b) 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.

Dated this 6[th] day of October 2011 By order of the Board

Gregory Bandy Executive Director

Notice of Meeting

Page 2

Notes:

A shareholder of the Company 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.

For the purposes of the Corporations Regulations, the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the Meeting. The snapshot date is 9.30am (WST) on 2 November 2011. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the meeting.

Enquiries:

Shareholders are invited to contact the Company Secretary, Ms Rebecca Sandford on (08) 9322 7600 if they have any queries in respect of the matters set out in these documents.

Notice of Meeting

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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.

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.

Ordinary Business of the Annual General Meeting

1. General Information

This Explanatory Statement has been prepared for the Shareholders in connection with the Annual General Meeting of the Company to be held on 4 November 2011.

The purpose of this Explanatory Statement is to provide Shareholders with information that the Board believes to be material to Shareholders in deciding whether or not to approve the above resolutions detailed in the Notice.

This Explanatory Statement is an important document and should be read carefully in full by all Shareholders. If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your stockbroker or other professional adviser.

2. Resolution 1 – Remuneration Report (Non‐binding Resolution)

In accordance with section 250R(2) of the Corporations Act, the Company must put a resolution that the Remuneration Report as set out in the Directors’ Report be adopted to vote at the Annual General Meeting. The vote on Resolution 1 is advisory only and does not bind the Directors of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

If at least 25% of the votes cast are against adoption of the Remuneration Report at the 2011 Annual General Meeting, and then again at the 2012 Annual General Meeting, the Company will be required to put a resolution to the 2012 Annual General Meeting, to approve calling an extraordinary general meeting (spill resolution). If more than 50% of Shareholders vote in favour of the spill resolution, the Company must convene an extraordinary general meeting (“spill meeting”) within 90 days of the 2012 Annual General Meeting. All of the Directors who were in office when the 2012 Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for re‐ election at the spill meeting.

The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each Director and any service agreements and sets out the details of any share based compensation.

Voting

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. In particular, the directors and other Restricted Voters may not vote on this Resolution and may not cast a vote as proxy, unless the appointment gives a direction on how to vote or the proxy is given to the Chair and expressly authorises the Chair to exercise your proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. The Chair will use any such proxies to vote in favour of the Resolution.

Shareholders are urged to carefully read the proxy form and provide a direction to the proxy on how to vote on this Resolution.

Notice of Meeting

Page 4

3. Resolution 2 – Re‐election of Mr Jason Bontempo

In accordance with ASX Listing Rule 14.4, no director of the Company may hold office (without re‐ election) past the longer of 3 years and the third Annual General Meeting following their appointment. Further, in accordance with the Company’s Constitution, at every Annual General Meeting, one third of the Directors for the time being must retire from office and are eligible for re‐ election.

Accordingly, Mr Jason Bontempo retires by rotation and being eligible, offers himself for re‐election.

Mr Bontempo has worked in Investment Banking and Corporate Advisory since qualifying as a chartered accountant with Ernst & Young in 1997. Mr Bontempo has worked for investment banks in Australia and the UK and has been closely involved with the advising and financing of companies in the resources industry specialising in asset sales and ASX listings.

4. Resolution 3 – Re‐election of Mr Jeremy King

In accordance with ASX Listing Rule 14.4, a director of the Company appointed to fill a casual vacancy or as an addition to the Board may not hold office (without re‐election) past the next Annual General Meeting following their appointment. Further, in accordance with the Constitution, any Director appointed by the Board holds office only until conclusion of the next Annual General Meeting and is eligible for re‐election. Accordingly, Mr King retires and being eligible for re‐election, offers himself for re‐election at the Meeting.

Mr Jeremy King is a corporate lawyer with over 12 years experience in domestic and international legal, financial and corporate matters. He has extensive corporate experience, particularly in relation to cross‐border private equity, leveraged buy‐out acquisitions and acting for banks, financial institutions and corporate issuers in respect of various debt and equity capital raisings.

5. Resolution 4 – Pre‐approval of Share Placement

Resolution 4 seeks Shareholder approval for the allotment and issue of Shares raising a total of up to $5,000,000 ( Share Placement ).

The Company intends to use the funds raised from the Share Placement towards expenditure commitments for its Cooper Basin projects, the Matagorda Project and for general working capital.

None of the subscribers pursuant to this issue will be related parties of the Company.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 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 12 month period.

The effect of Resolution 4 will be to allow the Directors to issue the Shares pursuant to the Share Placement during the period of 3 months after the Annual General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

Notice of Meeting

Page 5

Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Share Placement:

• (a) the maximum number of Shares to be issued is up to that number of Shares which, when multiplied by the issue price, equals $5,000,000;

• (b) the Shares will be issued no later than 3 months after the date of the Annual General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the issue price will be not less than 80% of the average market price for Shares calculated over the 5 days on which sales in the Shares are recorded before the day on which the details of the Share Placement are announced to ASX;

• (d) the Shares will be allotted and issued to sophisticated investors identified by financial advisor to be appointed by the Company. These persons will not be related parties of the Company;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) the Company intends to use the funds raised from the Share Placement towards expenditure commitments for its Cooper Basin projects, the Matagorda Project and for general working capital.

Responsibility for Information

The information concerning the Company contained in this Explanatory Statement, including information as to the views and recommendations of the Directors has been prepared by the Company and is the responsibility of the Company.

The Explanatory Statement does not take into account the individual investment objectives, financial situation and particular needs of individual Shareholders. If you are in doubt as to what you should do, you should consult your legal, financial or professional advisor prior to voting.

Notice of Meeting

Page 6

Glossary

In this Explanatory Statement, the following terms have the following unless the context otherwise requires:

Annexure means an annexure to this Explanatory Statement.

ASIC means Australian Securities Investment Commission.

ASX means ASX Limited ABN 98 008 624 691.

ASX Listing Rules or Listing Rules means the listing rules of ASX.

Board means the board of Directors of the company.

Chairman means the Chairman of the Company.

Company means Orca Energy Limited ABN 25 009 121 644.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

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

Shareholder means a shareholder of the Company.

Notice of Meeting

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