FITZROY RIVER CORPORATION LTD — Proxy Solicitation & Information Statement 2008

Jan 3, 2008

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4 January 2008

Company Announcements Office Australian Securities Exchange 20 Bridge Street SYDNEY NSW 2000

Dear Sir

NOTICE OF GENERAL MEETING

Further to our announcement dated 2 January 2008 concerning the Gazonor acquisition and financing arrangements, please find attached a copy of the notice of general meeting, explanatory statement and proxy form to be despatched to shareholders next week.

Yours sincerely

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Craig Ferrier

Company Secretary

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European Gas Limited

ACN 075 760 655

NOTICE OF GENERAL MEETING EXPLANATORY MEMORANDUM PROXY FORM

Date of Meeting: 15 February 2008 Time of Meeting: 10:00 am (AEDT) Place of Meeting: Boardroom Sofitel Wentworth Hotel 61-101 Philip Street Sydney NSW 2000

European Gas Limited

ACN 075 760 655

NOTICE OF GENERAL MEETING

Notice is hereby given that an extraordinary general meeting ( Meeting ) of shareholders of European Gas Limited ACN 075 760 655 ( Company ) will be held in the Boardroom Room of the Sofitel Wentworth Hotel, 61-101 Philip Street, Sydney NSW 2000 on 15 February 2008 at 10:00am (AEDT).

The Explanatory Memorandum which accompanies and forms part of this Notice of Meeting ( Notice ):

• provides additional information concerning matters to be considered at the Meeting; and

• contains a glossary of defined terms used in this Notice and in the Explanatory Memorandum.

AGENDA

RESOLUTIONS

1. Approve previous issue of Tranche A Notes

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

" That for the purpose of Listing Rule 7.4 and for all other purposes, shareholders approve the previous issue of 14,500 Tranche A Notes, the terms of which are set out in the Explanatory Statement accompanying this Notice."

2. Approve convertibility of Tranche B Notes

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

" That for the purpose of Listing Rule 7.1 and for all other purposes, shareholders approve the issue of 9,750 Tranche B Notes convertible into fully paid ordinary shares in the Company, the terms of which are set out in the Explanatory Statement accompanying this Notice."

The Directors unanimously recommend that shareholders vote in favour of each resolution

The Company will disregard any votes cast by Compagnie Nationàle à Portefeuille (“CNP”) or an associate of CNP on:

• resolution 1, in accordance with Listing Rule 7.5.6; and

• resolution 2, in accordance with Listing Rule 7.3.8.

However, the Company will not disregard a vote if 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 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.

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BY ORDER OF THE BOARD

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Craig Ferrier Company Secretary

4 January 2008

PROXY INSTRUCTIONS

A proxy form is attached to this Notice. Members are advised that:

• each member has a right to appoint a proxy to attend and vote for them;

• the proxy need not be a member of the Company; and

• a member who is entitled to cast two or more votes may appoint either one or two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the appointment is for two proxies and does not specify the proportion or number of votes each proxy may exercise, then, in accordance with section 249X(3) of the Corporations Act 2001, each proxy may exercise half of the votes.

The member may specify the manner in which the proxy is to vote on each resolution or may allow the proxy to vote at his or her discretion.

In accordance with section 250BA of the Corporations Act 2001, the Company specifies that the proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be:

• posted or delivered to the registered office of the Company at Suite 4, Lincoln House 4 Ventnor Avenue, West Perth, Western Australia 6005;

• sent by facsimile to the Company on +61 8 9226 0309;

Those documents must be received by the Company at least 48 hours before the time for holding the Meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a body corporate, in a manner permitted by the Corporations Act. In the case of Shares jointly held by two or more persons, at least one joint holder must sign the proxy form .

VOTING ENTITLEMENT

For the purposes of determining voting entitlements at the Meeting, Shares will be taken to be held by the persons who are registered as holding the Shares at 7.00pm AEDT on 13 February 2008 . Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

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European Gas Limited

ACN 075 760 655

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide shareholders with sufficient information to assess the merits of the resolutions contained in the accompanying Notice.

The Directors recommend that shareholders read this Explanatory Memorandum in full before deciding how to vote on the resolutions.

Background to resolutions 1 and 2

Acquisition of Gazonor S.A.

On 14 August 2007, the Company announced to ASX that:

• its €26.2 million (approximately A$43.7 million) tender to acquire 100% of the issued capital of Gazonor S.A. ( Gazonor ), a company incorporated in France was successful, subject to receipt of statutory approvals ( Gazonor Acquisition ); and

• it would proceed with funding arrangements negotiated with Transcor Astra Group ( Transcor ), a subsidiary of Compagnie Nationàle à Portefeuille S.A. ( CNP ), announced to ASX on 2 July 2007 to fund the Gazonor Acquisition and for working capital purposes.

On 2 January 2008 the Company announced to ASX that completion and handover of the Gazonor Acquisition had been finalised. The Company also announced that settlement of the funding arrangements and issue of the convertible notes had occurred on 28 December 2007.

Details of Gazonor, the Gazonor assets, Transcor and CNP are set out below in this Explanatory Memorandum and in the ASX announcements described above.

Gazonor S.A. and the Gazonor assets

Gazonor was previously wholly owned by Filianor S.A, a wholly owned subsidiary of Charbonnages de France, the French state-owned coal mining corporation.

Gazonor is the owner of the Nord-Pas de Calais coal mine methane production field and associated infrastructure situated in northern France.

Over the life of the Nord-Pas de Calais production field until the end of 2006, 2,090 million cubic metres ( Mm[3] ) (74 billion cubic feet ( Bcf )) of gas had been extracted with an average methane content of approximately 54%. During the last five reported years to the end of 2006, annual gas production averaged 81.2 Mm [3] (2.9 Bcf), again with an average methane content of approximately 54%.

The average methane sale price for 2006 achieved by Gazonor was €21.70 per mega-watt hour (MWh).

A report prepared for the Company during its due diligence process by independent engineering and consulting company, Deutsche Montan Technologie GmbH of Essen, Germany (which specializes in exploration, geology and mining technology) estimated the 1P Reserves (pure methane basis) of methane producible over the next 20 years at 865 Mm [3] (30.6 Bcf or 32.6 Petajoules). After drilling

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additional boreholes, those reserves producible over the next 20 years may be substantially increased. The project also has significant coal bed methane potential.

Please refer to the Company's announcement to ASX on 14 August 2007 and 2 January 2008 for additional details of the Gazonor assets.

Transcor and CNP

Transcor was founded in 1947 as a metals trading company in Belgium and has evolved through acquisitions and organic growth into a large international supplier of energy commodities. Principal businesses include the refining, storage, distribution and trading of crude oil, oil products, natural gas, coal and coke.

Transcor operates world-wide, covering North America, Europe, Africa, Latin America and Asia through 10 locations employing approximately 500 people. In 2006, Transcor’s turnover was approximately €10 billion.

CNP, Transcor's parent, is a Belgian holding company with a market capitalization of approximately €5.5 billion (A$9.2 billion) and is listed on Euronext. CNP is included in the BEL20-index (top 20 Belgian index).

CNP, together with its jointly-controlled subsidiaries PARGESA and GBL, is the largest shareholder of substantial French energy companies Total S.A. and Suez S.A.. More information on CNP is available on its website at http://www.npm-cnp.com.be.

Total is the world’s fourth largest integrated listed oil and gas group with a market capitalization of €132 billion (A$220 billion) while Suez is an integrated industrial and services group involved in electricity, gas, energy services, water and waste. Suez and French state-owned utility, Gaz de France, recently announced a €90 billion (A$150 billion) merger of their gas and electricity operations to form GdF-Suez, which will become the world's third largest utility by market capitalization.

Funding Agreement

On 2 July 2007, the Company announced to ASX it had entered into a funding agreement with a substantial European group to obtain funds for the acquisition of Gazonor and to provide the Company with working capital ( Funding Agreement ). That funding counterparty is Transcor Astra Group.

Under the terms of the Funding Agreement, Transcor provided the Company with an irrevocable letter of financial commitment to enable the Company to submit the tender for Gazonor.

To complete the Gazonor Acquisition, the Company issued the Notes to Transcor for €36,375,000 (approximately A$60.6 million) ( Acquisition Funds ).

Note terms

The Company issued 14,500 Tranche A Notes and 9,750 Tranche B Notes with a face value of €1,500 each (totaling €36,375,000) to Transcor on the same terms, except in relation to convertibility and interest as set out below.

Interest

Interest on the amount secured by the:

• Tranche A Notes is 5% per annum payable quarterly in arrears; and

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• Tranche B Notes is 5% per annum capitalized annually and satisfied on conversion by the issue of Shares at the applicable conversion price. If shareholder approval to convert the Tranche B Notes is not obtained within 60 days of issue or if the Foreign Investment Review Board ( FIRB ) objects to Transcor holding more than 15% of the Company, the rate of interest will increase to 6% per annum, payable when the Notes are either converted or redeemed.

Conversion

Transcor may elect to convert the debt represented by each Note into Shares in lieu of repayment of part or all of the Acquisition Funds, subject in the case of the Tranche B Notes to shareholders' approval of resolution 2 and expiry of the statutory period for objection by FIRB. If resolution 2 is not approved by shareholders or if FIRB objects to Transcor holding more than 15% of the Company, the Tranche B Notes will not be convertible, the interest rate will be increased and the Company must redeem the amount of the Tranche B Notes that cannot be lawfully converted.

Subject to adjustments described below, the:

• conversion price is €0.75 per Share (approximately A$1.25), which represents a substantial premium to current market price; and

• conversion ratio is 2,000 Shares per Note.

Adjustments

The conversion price (and accordingly the conversion ratio) is subject to customary adjustment provisions for any future issues below the conversion price, bonus or hybrid issues and reorganizations. Transcor is entitled to subscribe for additional Notes to allow it to maintain its economic interest which may otherwise be diluted by future Share issues.

Aggregate number of Shares that may be issued if all Notes are converted

At the conversion price of €0.75, the:

• Tranche A Notes, would convert to approximately 29 million Shares, which is approximately 12.20% of the Company's current capital on a fully diluted basis; and

• Tranche B Notes (if shareholder approval for conversion is obtained) would convert to approximately 19.5 million Shares or, when combined with Shares issued on conversion of all Tranche A Notes, 48.5 million Shares, approximately 18.86% of the Company's current capital on a fully diluted basis.

Note that the conversion price and conversion ratio may be adjusted as described above.

Security

As security for the Acquisition Funds, the Company has given Transcor a share pledge over 100% of the shares in European Gas S.A.S, a pledge over the receivable resulting from the loan granted by the Company to European Gas S.A.S. (this loan itself being secured by a share pledge over 100% of the shares in Gazonor) and where applicable, a pledge over the Acquisition Funds used by the Company for working capital.

The Company has also agreed to a negative pledge in customary terms, which restricts it from granting any other competing security.

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Repayment

If Transcor does not convert the Notes into Shares, the Acquisition Funds are due for repayment by the Company no later than 31 December 2010.

If the Company commits an event of default or the issue of the Notes becomes unlawful for any reason, Transcor may demand immediate repayment of the Acquisition Funds together with all accrued but unpaid interest.

Purpose of issue

The funds raised by the issue of the Notes will be applied to the Gazonor Acquisition, other projects and working capital.

Other

All Shares issued to Transcor in accordance with the conversion of Notes will rank equally with all Shares already on issue.

Transcor cannot transfer the Notes without the written consent of the Company unless the transfer is to a subsidiary of CNP.

Resolution 1 – Approve previous issue of Tranche A Notes

Under Listing Rule 7.1, a listed company must obtain shareholder approval prior to the issue of shares, or securities convertible to shares (including convertible notes) ( Securities ), if the number of Securities to be issued combined with those issued in the preceding 12 month period would exceed 15% of the total number of Shares on issue at the beginning of the 12 month period ( Placement Threshold ).

Under Listing Rule 7.4, an issue of Securities made without specific approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1, if the original issue did not breach Listing Rule 7.1 and is subsequently approved by shareholders.

When the Company agreed to issue the Tranche A Notes, it used 14.6% of its Placement Threshold. Accordingly, the Company now wishes to restore its Placement Threshold by seeking shareholder approval under Listing Rule 7.4.

In addition to the information above, the following specific information is provided to shareholders in accordance with Listing Rule 7.5:

• 14,500 Tranche A Notes were issued to Transcor on 28 December 2007;

• the price was €1,500 per Note for a total of €21,750,000;

• the Tranche A Notes may be converted until the seventh business day before the maturity date of 31 December 2010. If no Tranche A Notes are converted the Company must redeem the Notes for the amount subscribed (€21,750,000) together with all accrued but unpaid interest.

Resolution 2 – Approve convertibility of Tranche B Notes

As outlined above, Listing Rule 7.1 requires a listed company to obtain shareholder approval prior to the issue of Securities for any issue that would exceed its Placement Threshold. The issue of Tranche A Notes largely exhausted the Company’s Placement Threshold.

As the Company required the entire amount of the Acquisition Funds to complete the Gazonor Acquisition and provide working capital, and could not issue any further Securities, the Company issued non-convertible Tranche B Notes to Transcor. As the Tranche B Notes cannot be converted

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into Shares without shareholder approval, they are not Securities for the purposes of the Listing Rules and do not form part of the Company's Placement Threshold.

The Company now seeks shareholder approval under Listing Rule 7.1 for the Tranche B Notes to be convertible into Shares on the terms set out above.

In addition to the information above, the following specific information is provided to shareholders in accordance with Listing Rule 7.3:

• 9,750 Tranche B Notes were issued to Transcor on 28 December 2007, if shareholder approval is given for the conversion of the Tranche B Notes into Shares and there is no objection from FIRB, 19.5 million Shares may be issued on conversion of the Tranche B Notes;

• the price was €1,500 per Note for a total of €14,625,000;

• if shareholder approval is obtained under resolution 2, the Tranche B Notes may be converted until the seventh business day before the maturity date of 31 December 2010. If no Tranche B Notes are converted the Company must redeem the Tranche B Notes for the amount subscribed (€14,625,000) together with all accrued but unpaid interest; and

• if shareholder approval is not obtained for the Tranche B Notes to become convertible within 60 days of issue or if FIRB objects to Transcor holding more than 15% of the Company, the Tranche B Notes will not be convertible and the Company must redeem the amount of the Tranche B Notes that cannot be lawfully converted together with all accrued but unpaid interest.

Glossary

The following words and phrases have the meaning below when used in this Notice of Meeting and Explanatory Memorandum unless the context requires otherwise:

ASIC means the Australian Securities and Investments Commission.

ASX means the Australian Securities Exchange.

CNP means Compagnie Nationàle à Portefeuille.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Funding Agreement means the agreement between Transcor and the Company for financing the acquisition of Gazonor S.A., other projects and working capital.

Listing Rules means the listing rules of ASX.

Notes means the Tranche A Notes and the Tranche B Notes issued pursuant to the Funding Agreement.

Share means a fully paid ordinary share in the Company and Shares has a corresponding meaning.

Tranche A Notes means 14,500 notes with a face value of €1,500 each issued to Transcor on 28 December 2007 pursuant to the terms of the Funding Agreement on the terms set out in this Explanatory Memorandum.

Tranche B Notes means 9,750 notes with a face value of €1,500 each issued to Transcor on 28 December 2007 pursuant to the terms of the Funding Agreement and, if resolution 2 is approved, which are convertible to Shares on the terms set out in this Explanatory Memorandum.

Transcor means Transcor Astra Group, a wholly owned subsidiary of CNP.

1P Reserves means gas 'reasonably certain' to be producible using current technology at current prices, with current commercial terms and government consent. Also referred to as P90 – i.e. having 90% probability of being produced.

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PROXY FORM EUROPEAN GAS LIMITED ACN 075 760 655

The Company Secretary European Gas Limited Postal Address: Suite 4, 4 Lincoln House Ventnor Avenue West Perth

Western Australia 6005

Facsimile: +61 8 92260309

I/We (name of shareholder)

of (address) ..................................................................................................................................................................... being a member/members of EUROPEAN GAS LIMITED hereby appoint : (name) ........................................................................................................................................................................... of (address) ..................................................................................................................................................................... and/or failing him (name) ............................................................................................................................................. of (address) .....................................................................................................................................................................

or failing that person then the CHAIRMAN of the meeting as my/our proxy to vote for me/us and on my/our behalf at the general meeting of the Company to be held on 15 February 2008 and at any adjournment of the meeting.

Should you so desire to direct the Proxy how to vote, you should place a cross in the appropriate box(es) below:

For Against Abstain Resolutions Resolution 1: Approve previous issue of Tranche A Notes    Resolution 2: Approve convertibility of Tranche B Notes   

If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

If the Chairman of the meeting is appointed as your proxy or may be appointed by default and you do not wish to direct your proxy how to vote, please place a mark in the box.*

• By marking this box, you acknowledge that the Chairman 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 will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution. The Chairman intends to vote for all of the resolutions set out in the Notice.

Dated:

This Proxy is appointed to represent _% of my voting right, or if 2 proxies are appointed Proxy 1 represents __% and Proxy 2 represents _% of my total votes My total voting right is _____shares

If the shareholder is an individual:

Signature: ________

Name:___________

If the shareholder is a company:

SIGNED for and on behalf of ) __ __ ) Director Secretary/Director by authority of its Directors in ) accordance with section 127 of ) __ __ the Corporations Act ) Print name Print name:

INSTRUCTIONS FOR APPOINTMENT OF PROXY

1. A shareholder entitled to attend and vote is entitled to appoint no more than two proxies to attend and vote at this General Meeting as the shareholder’s proxy. A proxy need not be a shareholder of the Company.

2. Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the shareholder’s voting rights. Fractions shall be disregarded.

3. The proxy form must be signed personally by the shareholder or his attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed under either the common seal of the corporation or under the hand of an officer of the corporation or its duly authorised attorney. In the case of joint shareholders, this proxy must be signed by at least one of the joint shareholders, personally or by a duly authorised attorney.

4. If a proxy is executed by an attorney of a shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the Company, must accompany the proxy form.

5. To be effective, forms to appoint proxies must be received by the Company no later than 48 hours before the time appointed for the holding of this General Meeting that is by 10:00am AEDT on 13 February 2008 by post or facsimile to the respective addresses stipulated in this proxy form.

6. If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:

7. the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and

8. if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

9. if the proxy is Chairman, the proxy must vote on a poll and must vote that way, and

10. if the proxy is not the Chairman, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a shareholder, the proxy can cast any votes the proxy holds as a shareholder in any way that the proxy sees fit.

1. The Chairman intends to vote for all resolutions set out in the Notice.