MONITOR ENERGY LIMITED (ACN 009 121 644)

NOTICE OF GENERAL MEETING & EXPLANATORY MEMORANDUM

For a General Meeting to be held on 7 August 2008 at 10.00am (Perth time) at 35 Richardson Street West Perth, Western Australia

NOTICE OF GENERAL MEETING

MONITOR ENERGY LIMITED ACN 009 121 644

Notice is hereby given that a General Meeting of Monitor Energy Limited will be held at 35 Richardson Street, West Perth, Western Australia on 7 August 2008 at 10.00 am (Perth time).

AGENDA

SPECIAL BUSINESS

Resolution 1 – Ratification of Issue of Options to Far East Capital Limited

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

"That, for the purpose of Listing Rule 7.4 of the ASX Listing Rules and for all other purposes, the Company ratifies the issue and allotment of 2,000,000 Options issued to Far East Capital Limited on 23 October 2007.”

Voting Exclusion: The Company will disregard any votes cast on this resolution by any person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or 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.

Resolution 2 – Ratification of Issue of Options to Jackson Geophysical Consulting Pty Ltd

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

"That, for the purpose of Listing Rule 7.4 of the ASX Listing Rules and for all other purposes, the Company ratifies the issue and allotment of 2,500,000 Options issued to Jackson Geophysical Consulting Pty Ltd on 11 March 2008.”

Resolution 3 – Ratification of Issue of Options to Mr Martin Stein

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

"That, for the purpose of Listing Rule 7.4 of the ASX Listing Rules and for all other purposes, the Company ratifies the issue and allotment of 500,000 Options to issued to Mr Martin Stein on 25 March 2008.”

Resolution 4 – Ratification of Issue of Shares to Sophisticated Investors

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

"That, for the purpose of Listing Rule 7.4 of the ASX Listing Rules and for all other purposes, the Company ratifies the issue and allotment of 88,000,000 Shares at $0.014 per Share issued on the terms and conditions outlined in the Explanatory Memorandum.”

Resolution 5 – Approval for Related Parties to participate in an Issue of Options - Roestenburg

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

“Subject to the passing of Resolution 7, for the purposes of Section 208 of the Corporations Act, Listing Rule 10.11 of the ASX Listing Rules and all other purposes, approval is given for Mr J Roestenburg, or his nominee, to be entitled to subscribe for and be issued up to a maximum of 12,500,000 Options at an issue price of $0.002 per Option, on the terms and conditions described in the Explanatory Memorandum.”

Voting Exclusion: The Company will disregard any votes cast on this resolution by Mr J Roestenburg or any associates of that person. However, the Company need not disregard a vote if cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or 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.

Resolution 6 – Approval for Related Parties to participate in an Issue of Options - Gwynne

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

maximum of 12,500,000 Options at an issue price of $0.002 per Option, on the terms and conditions described in the Explanatory Memorandum.”

Voting Exclusion: The Company will disregard any votes cast on this resolution by Mr M Gwynne or any associates of that person. However, the Company need not disregard a vote if cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or 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.

Resolution 7 – Approval to Issue up to 250,000,000 Options to Clients of Melbourne Capital Limited

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

“That for the purposes of Listing Rule 7.1 of the ASX Listing Rule and for all other purposes, approval is given for the Directors to issue and allot up to 250,000,000 Options at an issue price of $0.002 per Option, on the terms and conditions described in the Explanatory Memorandum.”

Voting Exclusion: The Company will disregard any votes cast on this resolution by any person who may participate in the issue and any associates of those persons. However, the Company need not disregard a vote if cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or 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.

Resolution 8 – Approval to Issue 28,750,000 Options to Melbourne Capital Limited

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

“That for the purposes of Listing Rule 7.1 of the ASX Listing Rules and for all other purposes, approval is given for the Directors to issue and allot 28,750,000 Options to Melbourne Capital Limited (or its nominee) on the terms and conditions described in the Explanatory Memorandum.”

Resolution 9 – Approval to Issue up to 100,000,000 Fully Paid Ordinary Shares

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

“That for the purposes of Listing Rule 7.1 of the ASX Listing Rules and for all other purposes, approval is given for the Directors to issue and allot up to 100,000,000 Shares on the terms and conditions described in the Explanatory Memorandum.”

OTHER BUSINESS

To transact any other business that may be legally brought forward.

EXPLANATORY MEMORANDUM

Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of General Meeting.

SNAPSHOT DATE

For the purposes of Regulation 7.11.37 of the Corporations Regulations, the Directors have set a snapshot date to determine the identity of those persons eligible to vote at the General Meeting. The snapshot date is 5.00pm (Perth time) on 5 August 2008.

PROXIES

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

(a) each Shareholder has a right to appoint one proxy, and if the Shareholder may cast two or more votes, the Shareholder may appoint two proxies;
(b)
a proxy need not be a Shareholder of the Company; and
(c) if a Shareholder appoints two proxies, the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise.

In accordance with the Company's Constitution, Shareholders are further advised that:

(a) if the appointment does not specify the proportion or number of the shareholder’s votes, each proxy may exercise half of the Shareholder's votes; and
(b) if a Shareholder appoints two proxies, only one may vote on a show of hands.

In accordance with section 250BA of the Corporations Act, the Company specifies the following information for the purposes of receipt of proxy appointments:

Principal Office: 35 Richardson Street WEST PERTH WA 6104

Facsimile Number: (08) 9211 1500

Postal Address: PO Box 1440 WEST PERTH WA 6872

The instrument appointing the proxy must be signed by the Shareholder, or by the Shareholder’s attorney who is authorised to sign the instrument under a power of attorney.

If a Shareholder is a company it must sign the instrument in accordance with section 127 of the Corporations Act.

A proxy is not entitled to vote unless the instrument appointing the proxy, and the authority under which the instrument is signed or a certified copy of the authority, is either deposited at the registered office of the Company or sent by facsimile to that office, and in each case to be received not less than 48 hours prior to the time of the meeting (being not later than 10.00am Perth time on 5 August 2008).

By Order of the Board

Mr Martin Stein Company Secretary West Perth, Western Australia Date: 27 June 2008

MONITOR ENERGY LIMITED ACN 009 121 644

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

This Explanatory Memorandum has been prepared to assist Shareholders of the Company in understanding the business to be considered at the forthcoming General Meeting of the Company.

The Directors recommend that you read this Explanatory Memorandum in full and attend the forthcoming General Meeting.

1. RESOLUTION 1 - RATIFICATION OF ISSUE OF OPTIONS TO FAR EAST CAPITAL LIMITED

Resolution 1 seeks Shareholder ratification for an issue of 2,000,000 Options that your Directors issued to Far East Capital Limited on 23 October 2007. These Options are exercisable at $0.03 per Share on or before 31 March 2009. The Options were issued as partial consideration to Far East Capital Limited to facilitate a placement of 31,000,000 Shares at $0.02 per Share to clients of Far East Capital Limited.

Subject to certain exceptions, Listing Rule 7.1 restricts a company from issuing or agreeing to issue equity securities in any 12 month period which amount to more than 15% of the company’s ordinary securities on issue at the commencement of that period without shareholder approval.

The exception to this rule contained in Listing Rule 7.4 provides an issue made within the 15% limit will be treated as having been made with the approval of shareholders under Listing Rule 7.1 if subsequently approved by shareholders, thereby ‘refreshing’ the company’s ability to issue shares within the 15% limit, and restoring the company’s ability to make placements within that limit (if that is thought desirable) without the need for shareholder approval.

While the Options described in this Resolution 1 have been issued within the 15% limit, the Company seeks Shareholder ratification of the issue of those Options for the purpose of Listing Rule 7.4 so that the Company’s ability to issue securities will be ‘refreshed’ and it will have flexibility to issue further securities should the need or opportunity arise.

In accordance with the requirements of Listing Rule 7.5, the following information is provided to Shareholders to allow them to assess the ratification of the issue of the Options the subject of this Resolution 1:

(a) the number of Options issued and allotted was 2,000,000 Options;
(b) the Options were issued for nil consideration as part consideration for the provision of capital raising services provided by Far East Capital Limited;
(c) the Options are exercisable at $0.03 per Share on or before 31 March 2009 and otherwise on the terms and conditions outlined in Annexure A. Upon exercise of the Options, the Shares issued will rank pari passu with the existing Shares on issue;

(d) the Options were issued to Far East Capital Limited;

(e) there was not any funds raised from the issue of these Options as they were issued in part consideration of services provided by Far East Capital Limited to the Company.

2. RESOLUTION 2 - RATIFICATION OF ISSUE OF OPTIONS TO JACKSON GEOPHYSICAL CONSULTING PTY LTD

Resolution 2 seeks Shareholder ratification for an issue of 2,500,000 Options that your Directors issued to Jackson Geophysical Consulting Pty Ltd on 11 March 2008. These Options are exercisable at $0.025 per Share on or before 11 March 2011. The Options were issued to Jackson Geophysical Consulting Pty Ltd, acting as a consultant to the Company, for the provision of professional geophysical interpretation services and the identification of emerging new business opportunities on south-east Asia.

A summary of the requirements of the relevant ASX Listing Rules is outlined in Section 1 above.

(a) the number of Options issued and allotted was 2,500,000 Options;
(b) the Options were issued for nil consideration as consideration for professional geophysical consulting services provided by Jackson Geophysical Consulting Pty Ltd;
(c) the Options are exercisable at $0.025 per Share on or before 11 March 2011 and otherwise on the terms and conditions outlined in Annexure B. Upon exercise of the Options, the Shares issued will rank pari passu with the existing Shares on issue;
(d) the Options were issued to Jackson Geophysical Consulting Pty Ltd;
(e) there was not any funds raised from the issue of these Options as they were issued in consideration for services provided by Jackson Geophysical Consulting Pty Ltd to the Company.

3. RESOLUTION 3 - RATIFICATION OF ISSUE OF OPTIONS TO MR MARTIN STEIN

Resolution 3 seeks Shareholder ratification for an issue of 500,000 Options that your Directors issued to Mr Martin Stein on 25 March 2008. These Options are exercisable at $0.025 per Share on or before 31 December 2008. The Options were issued to Mr Martin Stein, acting as a consultant to the Company, for the provision of corporate advisory, financial management and company secretarial services.

A summary of the requirements of the ASX Listing Rules is outlined in Section 1 above.

(a) the number of Options issued and allotted was 500,000 Options;

(b) the Options were issued for nil consideration as consideration for the provisions of advisory, financial management and company secretarial services by Mr Stein to the Company;
(c) the Options are exercisable at $0.025 per Share on or before 31 December 2008 and otherwise on the terms and conditions outlined in Annexure C. Upon exercise of the Options, the Shares issued will rank pari passu with the existing Shares on issue;
(d) the Options were issued to Mr Martin Stein, the Company Secretary of the Company;
(e) there was not any funds raised from the issue of these Options as they were issued in consideration for services provided by Mr Martin Stein to the Company.

4. RESOLUTION 4 - RATIFICATION OF ISSUE OF SHARES TO SOPHISTICATED INVESTORS

Resolution 4 seeks Shareholder ratification for an issue of 88,000,000 Shares at an issue price of $0.014 per Share that your Directors made to a number of sophisticated investors on 18 June 2008.

A summary of the requirements of the ASX Listing Rules is outlined in Section 1 above.

In accordance with the requirements of Listing Rule 7.5, the following information is provided to Shareholders to allow them to assess the ratification of the issue of the Shares the subject of this Resolution 4:

(a) the number of Shares issued and allotted by the Company was 88,000,000 Shares;
(b) the Shares were allotted at an issue price of $0.014 per Share;
(c) the Shares issued were fully paid ordinary Shares in the capital of the Company and rank pari passu with the Company’s existing Shares;
(d) the Shares were issued to the following parties in accordance with the provisions of Section 708(8) of the Corporations Act:

Name	No. of Shares
Corridor Nominees Pty Ltd	11,000,000
Queensway Investments Pty Ltd	9,000,000
Bodie Investments Pty Ltd	7,000,000
Melbourne Capital Limited	7,000,000
Challand Pty Ltd	3,000,000
Northern Star Nominees P/L	3,000,000
Mr Geoff Barnes	7,000,000

Mungala Investments Pty Ltd	30,000,000
Mr David Christian Steinepreis	7,000,000
Mr Michael Edgar	4,000,000
TOTAL	88,000,000

(e) as announced to ASX on 18 June 2008, the Shares were issued to provide funds for pursuing ongoing project opportunities in south-east Asia and in other known near term production areas and for working capital purposes.

5. RESOLUTIONS 5 and 6 – APPROVAL FOR RELATED PARTIES TO PARTICIPATE IN AN ISSUE OF OPTIONS

5.1 Background

Pursuant to Resolution 7, the Company is seeking approval to undertake a placement of 250,000,000 Options to be managed by Melbourne Capital Limited (“MCL”) to raise approximately $500,000 (“Capital Raising”). The purpose of Resolutions 5 and 6 is to seek the approval of Shareholders to enable Messrs Jon Roestenburg and Mark Gwynne (“Directors”) to participate in the capital raising up to a total amount of 12,500,000 Options. The maximum number of Options that may be granted to Messrs Roestenburg and Gwynne if both Resolutions 5 and 6 are passed is 12,500,000 Options in total.

Pursuant to the Corporations Act, for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

The approval for the Directors to participate in the Capital Raising requires the approval of Shareholders, as the participation in the Capital Raising that is not offered to all Shareholders is the giving of a financial benefit and as Directors, Messrs Roestenburg and Gwynne are related parties of the Company.

It is the view of the Directors that the exceptions set out in Sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is being sought for the Directors to participate in the Capital Raising.

5.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of Sections 217 to 227 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to this Resolutions 5 and 6:

(a) the related parties are Messrs Roestenburg and Gwynne and they are related parties by virtue of being Directors;
(b) the maximum participation of the Directors in the Capital Raising (being the nature of the financial benefit being given to the Directors) is 12,500,000 Options, representing an amount of $25,000;
(c) it is intended that the issue of the Options to the Directors under the Capital Raising will take place at the same time as all other Options are issued under the Capital Raising. The Company may seek a waiver from ASX Listing Rule 10.13.3 to enable any Options to be issued to the Directors following the completion of the Capital Raising. ASX Listing Rule 10.13.3 otherwise requires that the Options be issued to the related parties within 1 month from the date of the General Meeting. Where the Company applies for a waiver of ASX Listing Rule 10.13.3 there is no guarantee that the waiver will be granted by ASX;
(d) the Options will be issued to the Directors at a price of $0.002 per Option, being the same price as the remaining participants will be issued Options under the Capital Raising. Funds raised from the issue of the Options, when combined with the funds raised from the issue of Options under Resolution 7 will be used as outlined in Section 6.2(g) below;
(e) the Options will be exercisable at $0.025 per Share on or before 31 August 2011 and otherwise on the terms and conditions outlined in Annexure D. Upon exercise of the Options, the Shares issued will rank pari passu with the existing Shares on issue. The terms and conditions of the Options under Resolutions 5 and 6 are the same as the terms and conditions of the Options to be issued to the non-related parties under Resolution 7;
(f) a total of $500,000 will be raised through the Capital Raising pursuant to Resolutions 5, 6 and 7;
(g) the relevant interests of the Directors in securities of the Company are set out below:

below:
Related Party	Shares	Options
Jon Roestenburg	2,500,000	12,500,000
Mark Gwynne	5,500,000	Nil

(h) if the Options granted to the Directors are exercised, a total of 12,500,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 728,616,768 to 741,116,768 (assuming that no other Options are exercised and no other Shares issued) with the effect that the shareholding of existing Shareholders would be diluted by 1.7%.

The market price for Shares during the term of the Options (as with all other Options on issued in the Company) would normally determine whether or not the Options issued under Resolutions 5 and 6 are exercised. If, at any time any of the Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Options, there may be a perceived cost to the Company;

(i) the trading history of the Shares on ASX in the 12 months before the date of this Notice of General Meeting is set out below:

	Price	Date
Highest	6.4 cents	15 and 21 November 2007
Lowest	1.4 cents	23 March 2008
Last	1.8 cents	27 June 2008

(j) the primary purpose of the grant of the approval is to enable the Directors to participate in the Capital Raising and invest in the Company.
(k) Jon Roestenburg declines to make a recommendation to Shareholders in relation to Resolution 5 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 5, recommend that Shareholders vote in favour of Resolution 5. The Board (other than Mr J Roestenburg) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.
(l) Mark Gwynne decline to make a recommendation to Shareholders in relation to Resolution 6 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 6, recommend that Shareholders vote in favour of Resolution 6. The Board (other than Mr M Gwynne) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Options to the Directors as approval is being obtained under ASX Listing Rule 10.11.

6. RESOLUTION 7 – APPROVAL TO ISSUE UP TO 250,000,000 OPTONS TO CLIENTS OF MELBOURNE CAPITAL LIMITED

6.1 Background

As referred to in Section 5.1 above, on June 5 2008, the Company entered into an agreement with MCL, under which, subject to Shareholder approval being obtained, MCL would place 250,000,000 Options to clients of MCL. The Board of Directors, subject to Shareholder approval being obtained, intend to issue up to 250,000,000 Options to clients of MCL . The Options to be issued under Resolutions 5 and 6 will be issued out of the 250,000,000 Options to be issued by MCL. Approval is being sought under this Resolution 7 to issue up to 250,000,000 Options, however if Resolutions 5, 6 and 7 are all passed, the total number of Options to be issued under Resolutions 5, 6

and 7 will be 250,000,000 Options and any Options issued under the approval granted under Resolutions 5 and 6 will be deducted from the number of Options issued under this Resolution 7 (up to 12,500,000 Options).

6.2 Regulatory Requirements

Listing Rule 7.1 provides that a listed company may not issue securities in any 12 month period which, when aggregated with the value of the other securities issued within that 12 month period, exceed 15% of the value of ordinary shares on issue at the beginning of the 12 month period, unless the issue falls within one of the nominated exceptions, or the prior approval of members of the company in general meeting is obtained.

In compliance with Listing Rule 7.3, Shareholders are advised as follows:

(a) subject to the passing of Resolutions 5 and 6, the maximum number of Options to be issued and allotted under this Resolution 6 is 250,000,000 Options;
(b) the Options will be issued at a date no later than 3 months after the date of the General Meeting (or such other date as is approved by any ASX waiver) and it is intended that allotment will occur on one date;
(c) the issue price of the Options will be $0.002 per Option;
(d) the allottees of the Options are unknown at the date of this Notice of Meeting, however the Options will be allotted to a to a number of sophisticated investors clients of Melbourne Capital Limited pursuant to Section 708(8) of the Corporations Act;
(e) the Options will be exercisable at $0.025 per Share on or before 31 August 2011 and otherwise on the terms and conditions outlined in Annexure D. Upon exercise of the Options, the Shares issued will rank pari passu with the existing Shares on issue;
(f) none of the allottees of the Options the subject of Resolution 7 will be related parties of the Company; and
(g) the Options will be issued, together with the Options issued pursuant to Resolutions 5 and 6, to provide funds for pursuing ongoing project opportunities in south-east Asia and in other known near term production areas and for working capital purposes.

7. RESOLUTION 8 – APPROVAL TO ISSUE 28,750,000 OPTONS TO MELBOURNE CAPITAL LIMITED

7.1 Background

On June 5 2008, the Company entered into an agreement with MCL under which, subject to Shareholder approval being obtained, MCL would be granted 28,750,000 Options as partial consideration for the fundraising services provided pursuant to the agreement. The Directors, subject to Shareholder approval being obtained, intend to issue 28,750,000 Options as outlined below.

7.2 Regulatory Requirements

A summary of Listing Rule 7.1 is outlined in Section 6.2 above.

In compliance with Listing Rule 7.3, Shareholders are advised as follows:

(a) the maximum number of Options to be issued and allotted is 28,750,000 Options;
(b) the Options will be issued at a date no later than 3 months after the date of the General Meeting (or such other date as is approved by any ASX waiver) and it is intended that the Options will be issued on one date;
(c) the Options will be issued for nil consideration to the Company as partial consideration to MCL for the fundraising services provided to the Company;
(d) The Options will be allotted to Melbourne Capital Limited;
(e) The Options will be exercisable at $0.025 per Share on or before 31 August 2011 and otherwise on the terms and conditions outlined in Annexure D. Upon exercise of the Options, the Shares issued will rank pari passu with the existing Shares on issue;
(f) Melbourne Capital Limited is not a related party of the Company; and
(g) no funds will be raised from the issue of the Options as they will be issued as part consideration for the capital raising services provided by Melbourne Capital Limited to the Company.

8. RESOLUTION 9 – APPROVAL TO ISSUE UP TO 100,000,000 FULLY PAID ORDINARY SHARES

8.1 Background

The Board of Directors intend to issue up to 100,000,000 Shares in the Company within 3 months after the date of this General Meeting, and seeks Shareholder approval to do so. Resolution 9 will enable the Company to raise additional funds throughout the 3 month period after the General Meeting through the issue of 100,000,000 Shares without the need seek Shareholder approval.

8.2 Regulatory Requirements

A summary of Listing Rule 7.1 is outlined in Section 6.2 above.

In compliance with Listing Rule 7.3, Shareholders are advised as follows:

(a) the maximum number of Shares to be issued and allotted is 100,000,000 Shares;
(b) the Shares will be issued at a date no later than 3 months after the date of the General Meeting (or such later date as is approved by ASX) and it is intended that the Shares will be issued progressively during that period;
(c) the issue price of the Shares will be a minimum of 80% of the average market price of the Shares traded on the ASX over the last 5 days before the date that the offer is made;
(d) it is intended that the Shares will be issued to sophisticated investors or other parties that may be issued Shares without the need for a prospectus under Section 708 of the Corporations Act;
(e) the Shares will rank pari passu in all respects with the Company’s existing Shares;
(f) none of the allottees will be related parties of the Company; and
(g) the Shares will be issued to provide funds for pursuing ongoing project opportunities in south-east Asia and in other known near term production areas and for working capital purposes.

DEFINITIONS

Throughout the Notice of Meeting and Explanatory Memorandum, the following definitions are used:

ASX means ASX Limited ACN 008 624 691;

Board means the board of directors of the Company;

Company or Monitor Energy means Monitor Energy Limited ACN 009 121 644;

Corporations Act means the Corporations Act 2001 (Cth);

Director means each of the current directors of the Company;

Explanatory Memorandum means the Explanatory Memorandum accompanying the Notice of Meeting.

Listing Rules means the official listing rules of ASX;

Meeting or General Meeting means the meeting of Shareholders convened by this Notice of Meeting;

Notice of General Meeting means this Notice of Meeting.

Option means an option to acquire a Share.

Shares means a fully paid ordinary share in the capital of the Company;

Shareholder means holder of Share(s);

WST means Western Standard Time in Perth, Western Australia.

ANNEXURE A – TERMS AND CONDITIONS OF OPTIONS ISSUED PURSUANT TO RESOLUTION 1

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

(a) Each Option gives the Optionholder the right to subscribe for one Share. To obtain the right given by each Option, the Optionholder must exercise the Options in accordance with the terms and conditions of the Options.
(b) The Options will expire at 5:00 pm (WST) on 31 March 2009 ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(c) The amount payable upon exercise of each Option will be $0.03 ( Exercise Price ).
(d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion. Where less than 1,000 Options are held, all Options must be exercised together.
(e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:
(i) a written notice of exercise of Options specifying the number of Options being exercised; and
(ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

( Exercise Notice ).

(f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
(g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
(h) The Options are not transferable.
(i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
(j) The Company will not apply for quotation of the Options on ASX. However, The Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.
(k) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
(m) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Options, the exercise price of the Options will be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.
(n) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issues of the Options, the number of securities over which an Option is exercisable may be increased by the number of securities which the Optionholder would have received if the Option had been exercised before the record date for the bonus issue.

ANNEXURE B – TERMS AND CONDITIONS OF OPTIONS ISSUED PURSUANT TO RESOLUTION 2

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

(a) Each Option gives the Optionholder the right to subscribe for one Share. To obtain the right given by each Option, the Optionholder must exercise the Options in accordance with the terms and conditions of the Options.
(b) The Options will expire at 5:00 pm (WST) on 11 March 2011 ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(c) The amount payable upon exercise of each Option will be $0.025 ( Exercise Price ).
(d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion. Where less than 1,000 Options are held, all Options must be exercised together.
(e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:
(i) a written notice of exercise of Options specifying the number of Options being exercised; and
(ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

( Exercise Notice ).

(f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
(g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
(h) The Options are not transferable.
(i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
(j) The Company will not apply for quotation of the Options on ASX. However, The Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.
(k) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
(m) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Options, the exercise price of the Options will be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.
(n) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issues of the Options, the number of securities over which an Option is exercisable may be increased by the number of securities which the Optionholder would have received if the Option had been exercised before the record date for the bonus issue.

ANNEXURE C – TERMS AND CONDITIONS OF OPTIONS ISSUED PURSUANT TO RESOLUTION 3

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

(a) Each Option gives the Optionholder the right to subscribe for one Share. To obtain the right given by each Option, the Optionholder must exercise the Options in accordance with the terms and conditions of the Options.
(b) The Options will expire at 5:00 pm (WST) on 31 December 2008 ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(c) The amount payable upon exercise of each Option will be $0.025 ( Exercise Price ).
(d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion. Where less than 1,000 Options are held, all Options must be exercised together.
(e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:
(i) a written notice of exercise of Options specifying the number of Options being exercised; and
(ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

( Exercise Notice ).

(f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
(g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
(h) The Options are not transferable.
(i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
(j) The Company will not apply for quotation of the Options on ASX. However, The Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.
(k) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give Optionholders

the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

(m) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Options, the exercise price of the Options will be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.
(n) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issues of the Options, the number of securities over which an Option is exercisable may be increased by the number of securities which the Optionholder would have received if the Option had been exercised before the record date for the bonus issue.

ANNEXURE D – TERMS AND CONDITIONS OF OPTIONS ISSUED PURSUANT TO RESOLUTIONS 5, 6 AND 7

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

(a) Each Option gives the Optionholder the right to subscribe for one Share. To obtain the right given by each Option, the Optionholder must exercise the Options in accordance with the terms and conditions of the Options.
(b) The Options will expire at 5:00 pm (WST) on 31 August 2011 ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(c) The amount payable upon exercise of each Option will be $0.025 ( Exercise Price ).
(d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion. Where less than 1,000 Options are held, all Options must be exercised together.
(e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:
(i) a written notice of exercise of Options specifying the number of Options being exercised; and
(ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

( Exercise Notice ).

(f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
(g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
(h) The Options are not transferable.
(i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
(j) The Company will apply for quotation of the Options on ASX. The Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.
(k) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give Optionholders

the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

(m) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Options, the exercise price of the Options will be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.
(n) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issues of the Options, the number of securities over which an Option is exercisable may be increased by the number of securities which the Optionholder would have received if the Option had been exercised before the record date for the bonus issue.

PROXY FORM APPOINTMENT OF PROXY MONITOR ENERGY LIMITED ABN 25 009 121 644

GENERAL MEETING

I/We

being a Member of Monitor Energy Limited entitled to attend and vote at the Meeting, hereby

Appoint

Name of proxy OR

Mark this box if you wish to appoint the Chairman of the Meeting as your proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting to be held at the Company’s Office at 35 Richardson Street, West Perth, Western Australia on 7 August 2008 at 10.00am (WST) and at any adjournment thereof.

Voting on Business of the General Meeting

		FOR AGAINST ABSTAIN
Resolution	1	– Ratification of Issue of Options to Far East Capital Limited
Resolution	2	– Ratification of Issue of Options to Jackson
		Geophysical Pty Ltd
Resolution	3	– Ratification of Issue of Options to Mr Martin Stein
Resolution	4	– Ratification of Issue of Shares to Sophisticated Investors
Resolution	5	– Approval for Related Parties to participate in an
		Issue of Options - Roestenburg
Resolution	6	– Approval for Related Parties to participate in an
		Issue of Options - Gwynne
Resolution	7	– Approval to Issue up to 250,000,000 Options to Clients
		of Melbourne Capital Limited
Resolution	8	– Approval to Issue 28,750,000 Options to Melbourne
		Capital Limited
Resolution	9	– Approval to Issue up to 100,000,000 Fully Paid
		Ordinary Shares

OR

In relation to Resolutions 1 to 9, if the Chairman is to be your proxy and you do not wish to direct your proxy how to vote on these Resolutions, please place a mark in this box

By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the meeting will not cast your votes on Resolutions 1 to 9 and your votes will not be counted in computing the required majority if a poll is called on these Resolutions. The Chairman intends to vote in favour of these resolutions.

IF THE CHAIRMAN IS TO BE YOUR PROXY IN RELATION TO RESOLUTIONS 1 TO 9 YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY IN RELATION TO RESOLUTIONS 1 to 9 WILL BE DISREGARDED.

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

If two proxies are being appointed, the proportion of voting rights this proxy represents is

Signed this day of 2008

By:

Individuals and joint holders Companies (affix common seal if appropriate) Signature Director Signature Director/Company Secretary Signature Sole Director and Sole Company Secretary

MONITOR ENERGY LIMITED ACN 009 121 644

Instructions for Completing ‘Appointment of Proxy’ Form

A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If the shareholder 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. In the case of joint holders, all must sign.

Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

2 directors of the company;
a director and a company secretary of the company; or
for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

Completion of a Proxy Form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.
Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

AI assistant

FIN RESOURCES LIMITED — Proxy Solicitation & Information Statement 2008

64920_rns_2008-07-06_33d377f1-07b6-4c2b-8f57-6d7506899015.pdf

MONITOR ENERGY LIMITED (ACN 009 121 644)

NOTICE OF GENERAL MEETING & EXPLANATORY MEMORANDUM

NOTICE OF GENERAL MEETING

MONITOR ENERGY LIMITED ACN 009 121 644

AGENDA

SPECIAL BUSINESS

Resolution 1 – Ratification of Issue of Options to Far East Capital Limited

Resolution 2 – Ratification of Issue of Options to Jackson Geophysical Consulting Pty Ltd

Resolution 3 – Ratification of Issue of Options to Mr Martin Stein

Resolution 4 – Ratification of Issue of Shares to Sophisticated Investors

Resolution 5 – Approval for Related Parties to participate in an Issue of Options - Roestenburg

Resolution 6 – Approval for Related Parties to participate in an Issue of Options - Gwynne

Resolution 7 – Approval to Issue up to 250,000,000 Options to Clients of Melbourne Capital Limited

Resolution 8 – Approval to Issue 28,750,000 Options to Melbourne Capital Limited

Resolution 9 – Approval to Issue up to 100,000,000 Fully Paid Ordinary Shares

OTHER BUSINESS

EXPLANATORY MEMORANDUM

SNAPSHOT DATE

PROXIES

MONITOR ENERGY LIMITED ACN 009 121 644

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

The Directors recommend that you read this Explanatory Memorandum in full and attend the forthcoming General Meeting.

1. RESOLUTION 1 - RATIFICATION OF ISSUE OF OPTIONS TO FAR EAST CAPITAL LIMITED

2. RESOLUTION 2 - RATIFICATION OF ISSUE OF OPTIONS TO JACKSON GEOPHYSICAL CONSULTING PTY LTD

3. RESOLUTION 3 - RATIFICATION OF ISSUE OF OPTIONS TO MR MARTIN STEIN

4. RESOLUTION 4 - RATIFICATION OF ISSUE OF SHARES TO SOPHISTICATED INVESTORS

5. RESOLUTIONS 5 and 6 – APPROVAL FOR RELATED PARTIES TO PARTICIPATE IN AN ISSUE OF OPTIONS

5.1 Background

5.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

6. RESOLUTION 7 – APPROVAL TO ISSUE UP TO 250,000,000 OPTONS TO CLIENTS OF MELBOURNE CAPITAL LIMITED

6.1

Background

6.2 Regulatory Requirements

7. RESOLUTION 8 – APPROVAL TO ISSUE 28,750,000 OPTONS TO MELBOURNE CAPITAL LIMITED

7.1 Background

8. RESOLUTION 9 – APPROVAL TO ISSUE UP TO 100,000,000 FULLY PAID ORDINARY SHARES

8.1 Background

8.2 Regulatory Requirements

DEFINITIONS

ANNEXURE A – TERMS AND CONDITIONS OF OPTIONS ISSUED PURSUANT TO RESOLUTION 1

( Exercise Notice ).

ANNEXURE B – TERMS AND CONDITIONS OF OPTIONS ISSUED PURSUANT TO RESOLUTION 2

( Exercise Notice ).

ANNEXURE C – TERMS AND CONDITIONS OF OPTIONS ISSUED PURSUANT TO RESOLUTION 3

( Exercise Notice ).

ANNEXURE D – TERMS AND CONDITIONS OF OPTIONS ISSUED PURSUANT TO RESOLUTIONS 5, 6 AND 7

( Exercise Notice ).

GENERAL MEETING

Voting on Business of the General Meeting

OR

By:

MONITOR ENERGY LIMITED ACN 009 121 644

Instructions for Completing ‘Appointment of Proxy’ Form

More from FIN RESOURCES LIMITED

FIN RESOURCES LIMITED Proxy Solicitation & Information Statement 2008