FORTE ENERGY LIMITED — Proxy Solicitation & Information Statement 2017

Jun 8, 2017

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IPB Petroleum Limited

ABN 52 137 387 350

NOTICE OF GENERAL MEETING AND

EXPLANATORY MEMORANDUM

Date of Meeting: 11 July 2017 Time of Meeting: 11:00am Place of Meeting: Baker & McKenzie Offices Level 19, 181 William Street Melbourne VIC 3000 Australia

Note: To be valid, the proxy form enclosed for use at the Meeting must be completed and returned no later than 11:00am on Sunday 9 July 2017.

This Notice of General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

IPB Petroleum Limited – Notice of General Meeting 11 July 2017

IPB Petroleum Limited

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IPB Petroleum Limited

ABN 52 137 387 350

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

NOTICE IS HEREBY GIVEN that a General Meeting of shareholders of IPB Petroleum Limited (the Company or IPB ) will be held at 11:00am (Melbourne time) on Tuesday 11 July 2017 at the offices of Baker & McKenzie, Level 19, 181 William Street, Melbourne, Victoria, Australia.

AGENDA

Resolution 1 Ratification of Issue of Placement Shares - Listing Rule 7.1

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

“ That, pursuant to and in accordance with Listing Rules 7.4 and for all other purposes, Shareholders ratify the issue of 17,050,285 Shares at an issue price of $0.015 per Share on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who participated in this issue and any associate of those persons.

The Company will not disregard a vote if:

• (a) 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

• (b) It is cast by the Chairman 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 Placement Shares - Listing Rule 7.1A

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

“ That, pursuant to and in accordance with Listing Rules 7.4 and for all other purposes, Shareholders ratify the issue of 11,366,858 Shares at an issue price of $0.015 per Share on the terms and conditions in the Explanatory Memorandum.”

IPB Petroleum Limited – Notice of General Meeting 11 July 2017

IPB Petroleum Limited

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Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who participated in this issue and any associate of those persons.

The Company will not disregard a vote if:

• (a) 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

• (b) It is cast by the Chairman 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 3 Approval of the Issue of Placement Shares

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

“That pursuant to an in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 18,249,523 Shares at an issue price of $0.015 per Share on the terms and conditions contained in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and a person who might obtain benefit, except a benefit solely in the capacity of a holder of ordinary securities if this resolution is passed, and any associate of those persons.

The Company will not disregard a vote if:

• (a) 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

• (b) It is cast by the Chairman 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 4 Issue of 10,000,000 Options to Lexington Partners Pte. Ltd.

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

“For the purpose of ASX Listing Rule 7.1 and all other purposes, the Company be authorised to issue 10,000,000 Options to Lexington Partners Pte. Ltd to subscribe for Shares in the Company on the terms and conditions set out in the attached Explanatory Memorandum which accompanies this Notice of Meeting and upon exercise, to allocate IPB Petroleum Limited shares”.

IPB Petroleum Limited – Notice of General Meeting 11 July 2017

IPB Petroleum Limited

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Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who participated in shares issued under Resolutions 1 or 2 and Lexington Partners Pte. Ltd and any associate of those persons.

The Company will not disregard a vote if:

• (a) 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

• (b) It is cast by the Chairman 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 5 Issue of 15,000,000 Options to Lexington Partners Pte. Ltd.

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

“For the purpose of ASX Listing Rule 7.1 and all other purposes, the Company be authorised to issue 15,000,000 Options to Lexington Partners Pte. Ltd to subscribe for Shares in the Company on the terms and conditions set out in the attached Explanatory Memorandum which accompanies this Notice of Meeting and upon exercise, to allocate IPB Petroleum Limited shares”.

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who participated in shares issued under Resolutions 1 and 2 and, Lexington Partners Pte. Ltd and any associate of those persons.

The Company will not disregard a vote if:

• (a) 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

• (b) It is cast by the Chairman 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.

Other business

To conduct any other business that may be properly brought before the Meeting.

IPB Petroleum Limited – Notice of General Meeting 11 July 2017

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IPB Petroleum Limited

NOTES TO NOTICE OF GENERAL MEETING

These Notes form part of the Notice of General Meeting.

Right to Vote

The Directors have determined that, for the purpose of voting at this meeting, members are those persons who are the registered holders of shares at 11.00am (Melbourne Time) on 9 July 2017.

Each member entitled to attend and vote at the meeting may vote by:

• (a) attending the meeting in person; or

• (b) appointing a proxy to attend and vote at the meeting on their behalf.

Voting Exclusions

The Corporation Act and the ASX Listing Rules require that certain persons must not vote, and the Company must disregard any votes cast by certain persons, on certain resolutions to be considered at the meeting. These voting exclusions are as follows:

Resolutions 1, 2, 3, 4 and 5

The Company will disregard any votes cast by any person who has participated in an issue of securities under Resolutions 1 and 2 or by Lexington Partners Pte Ltd pursuant to these resolutions and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if this resolution is passed, and any associate of such a person.

Appointment of Proxies

A Proxy Form accompanies this Notice of General Meeting. A shareholder who is entitled to attend and vote at the meeting is entitled to appoint no more than two proxies to attend and vote in their place. A proxy may be either an individual or a corporation, and need not be a shareholder of the Company.

A single proxy exercises all voting rights. Where a shareholder wishes to appoint two proxies, an additional proxy form may be obtained by contacting the Company’s Share Registry, or the shareholder may copy the enclosed Proxy Form. A shareholder appointing two proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a shareholder appoints two proxies and does not specify each proxy’s voting rights, the rights are deemed to be 50% each. Fractions of votes are to be disregarded. Where two proxies are appointed, neither may vote on a show of hands.

A proxy need not vote in that capacity on a show of hands on any resolution nor (unless the proxy is the Chairman of the Meeting) on a poll. However, if the proxy's appointment specifies the way to vote on a resolution, and the proxy decides to vote in that capacity on that resolution, the proxy must vote the way specified (subject to the other provisions of these Notes, including the voting exclusions noted above). If a proxy does not attend the meeting, then the Chairman of the Meeting will be taken to have been appointed as the proxy of the relevant shareholder in respect of the meeting.

If the Chairman of the Meeting is appointed, or taken to be appointed, as a proxy, but the appointment does not specify the way to vote on a resolution, then the Chairman intends to exercise the relevant shareholder's votes in favour of the relevant resolution (subject to the other provisions of these Notes, including the voting exclusions noted above).

IPB Petroleum Limited – Notice of General Meeting 11 July 2017

IPB Petroleum Limited

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Direction to Chairman for Resolutions 1, 2, 3, 4 and 5

If the Chairman of the Meeting is appointed, or taken to be appointed, as a proxy, a shareholder can direct the Chairman of the Meeting to vote for or against, or to abstain from voting on Resolutions 1, 2, 3, 4 and 5 by marking the appropriate boxes opposite the resolutions in the Proxy Form. However, if the Chairman of the Meeting is a proxy and the relevant shareholder does not mark any of the boxes opposite the items 1, 2, 3, 4 and 5, the relevant shareholder will be directing and expressly authorising the Chairman to vote in favour of the Resolutions 1, 2, 3, 4 and 5.

Lodging Proxy Forms

For an appointment of a proxy to be effective, the proxy's appointment (and, if the appointment is signed by an attorney, the authority under which it was signed or a certified copy of the authority) must be received by Company’s share registry by 11:00am on 9 July 2017.

Proxy Forms and corporate appointment of representative forms may be lodged by posting, delivery or facsimile to the Company’s share registry as follows:

• (a) by delivery (by hand, mail, or facsimile) to the IPB Petroleum Limited share registry:

Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138 Australia Facsimile: 61+2 9287 0309

• (b) by delivery (by hand, mail, or facsimile) to the IPB Petroleum Limited share registry:

Link Market Services Limited Level 12 680 George Street Sydney NSW 2000 Australia Facsimile: 61+2 9287 0309

Corporate shareholders

A Shareholder which is a body corporate and which is entitled to attend and vote at the Meeting, or a proxy which is a body corporate and which is appointed by a Shareholder entitled to attend and vote at the Meeting, may appoint a person to act as its representative in accordance with section 250D of the Corporations Act. The representative must present satisfactory evidence that they are authorised to act as the company's representative prior to admission to the Meeting. The authorisation may be effective either for this Meeting only or for all meetings of the Company.

Registration

If you are attending the Meeting, please bring your personalised Proxy Form with you. If you do not bring your form with you, you will still be able to attend the Meeting, but on registration, representatives from the Company’s share registry will need to verify your identity.

IPB Petroleum Limited – Notice of General Meeting 11 July 2017

IPB Petroleum Limited

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Questions from Shareholders

There are two ways to ask the Directors a question:

1. In Writing

By post, facsimile or email to the Company Secretary, IPB Petroleum Limited at: Level 1 181 Bay Street Brighton VIC 3186 Australia Facsimile: 61+ 3 9598 0199 Email: admin@ipbpet.com.au

1. Attend the meeting

Questions to the Company should relate to matters that are relevant to the Meeting and general questions regarding the Company's management or performance.

Please note that written questions to the Company should be received no later than 11:00am (Melbourne time) on Sunday, 9 July 2017.

The Chairman of the Meeting will answer as many of the frequently asked questions submitted to the Company as possible at the Meeting.

Explanatory Memorandum

The accompanying Explanatory Memorandum forms part of this Notice of General Meeting and should be read in conjunction with it. A Glossary of terms used in this Notice of General Meeting and Explanatory Memorandum is contained in the Explanatory Memorandum.

By order of the Board

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Martin Warwick Company Secretary 9 June 2017

IPB Petroleum Limited – Notice of General Meeting 11 July 2017

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IPB Petroleum Limited

EXPLANATORY MEMORANDUM

This Explanatory Memorandum (which is included in, and forms part of, the Notice of General Meeting) is provided to Shareholders to explain the Resolutions to be put to Shareholders at the General Meeting and to assist Shareholders to determine how they wish to vote on the Resolutions.

The 2017 General Meeting of IPB Petroleum Limited will be held at 11:00a.m. on Tuesday, 11 July 2017 at the offices of Baker & McKenzie, Level 19, 181 William Street, Melbourne, Victoria, Australia.

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting.

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions.

Section 2: Action to be taken by Shareholders Section 3: Background Section 4: Resolutions 1 and 2 – Ratification of issue of Placement Shares Section 5: Resolution 3 – Approval of the issue of Placement Shares Section 6: Resolutions 4 and 5 – Approval of the issue of 10,000,000 options to Lexington Partners Pte Ltd pursuant to Resolution 4 and the issue of 15,000,000 options to Lexington Partners Pte Ltd pursuant to Resolution 5.

Schedule 1: Definitions

A Proxy Form is located at the end of this Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a “proxy”) to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgment of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (a) A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (b) A proxy need not be a member of the Company, and

IPB Petroleum Limited – Notice of General Meeting 11 July 2017 - Explanatory Memorandum

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IPB Petroleum Limited

• (c) A member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the proportion or number is not specified, each proxy may exercise half of the votes.

Proxy Forms must be received by the Company no later than 11:00am (Melbourne time) on 9 July 2017, being at least 48 hours before the Meeting.

The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

3 Background

As announced on 22 May 2017, the Company is undertaking a placement of 46,666,666 Shares at an issue price of $0.015 per Share to qualified institutional and sophisticated investors in Australia and Singapore (Placement) .

The Placement is to be conducted in two tranches:

• (a) Tranche 1 – unconditional placement of 28,417,143 Shares issued under the Company’s existing combined placement capacity in accordance with Listing Rules 7.1 and 7.1A to raise $426,257.14 (before associated costs); and

• (b) Tranche 2 – conditional placement of 18,249,523 Shares to raise $273,742.86 (before associated costs).

Tranche 1 of the Placement was completed on 24 May 2017 and is envisaged that, subject to Shareholder approval (refer to Resolution 3), Tranche 2 of the Placement will complete on or around 14 July 2017.

4 Resolutions 1 and 2 – Ratification of Issue of Placement Shares

4.1 General

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

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

Of the 28,417,143 Shares (Tranche 1) issued, 17,050,285 Shares were issued pursuant to Listing Rule 7.1 and the remaining 11,366,858 were issued pursuant to Listing Rule 7.1A. All 28,417,143 shares were issued on the same date, 24 May 2017, and with all the same conditions, including the issue price of $0.015 cents per share.

The effect of passing Resolutions 1 and 2 will be to allow the Company to issue securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1, and a further 10% annual placement capacity under Listing Rule 7.1A without obtaining prior Shareholder approval.

Resolutions 1 and 2 are ordinary resolutions.

The Chairman intends to exercise all available proxies in favour of Resolution 1 and 2.

IPB Petroleum Limited – Notice of General Meeting 11 July 2017 - Explanatory Memorandum

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IPB Petroleum Limited

4.2 Specific information required by Listing Rules 7.3A and 7.5

In accordance with Listing Rule 7.5, information is provided in relation to Tranche 1 as follows:

• (a) 17,050,285 Shares were issued to institutional and sophisticated investors on 24 May 2017 under Listing Rule 7.1.

• (b) 11,366,858 Shares were issued to institutional and sophisticated investors on 24 May 2017 under Listing Rule 7.1A

• (c) The Shares issued in Tranche 1 pursuant to Listing Rules 7.1 and 7.1A were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company’s existing Shares on issue on the same terms and conditions as existing Shares.

• (d) The Shares issued in Tranche 1 pursuant to Listing Rules 7.1 and 7.1A were issued for $0.015 per Share, a discount of 21% to the closing market price on date of issue and for a total consideration of $426,257.14.

• (e) The Shares issued pursuant to Tranche 1 were issued to sophisticated and institutional investors under section 708 of the Corporations Act, and such investors being clients of Mac Equity, Bell Potter and Morgans.

• (f) The funds raised from Tranche 1 are being used to:

• (i) Investigate and assess possible future production related investment opportunities in South East Asia.

• (ii) The ongoing Browse Basin farmout activities and study work; and for

• (iii) General working capital purposes.

• (g) A voting exclusion statement is included in the Notice for Resolutions 1 and 2.

4.3 Director Recommendation

The Directors recommend that Shareholders vote in favour of Resolutions 1 and 2.

5. Resolution 3 – Approval of the Issue of Placement Shares

5.1 Background

Listing Rule 7.1 provides that a listed company may not issue securities in any 12 month period, which when aggregated with the number of the other securities issued within that 12 month period, exceed 15% of the number 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.

The Company is seeking Shareholder approval for the issue of up to 18,249,523 Shares under Tranche 2 at $0.015 per Share.

Resolution 3 is an ordinary resolution.

The Chairman intends to exercise all available proxies in favour of Resolution 3.

5.2 Specific Information Required by Listing Rule 7.3

In accordance with Listing Rule 7.3 the following information is provided.

• (a) The maximum number of Shares to be issued by the Company pursuant to Tranche 2 is 18,249,523.

• (b) The Shares to be issued pursuant to Tranche 2 will be issued following the receipt of Shareholder approval for this Resolution and in any event, not later than three months following the date of the Meeting.

IPB Petroleum Limited – Notice of General Meeting 11 July 2017 - Explanatory Memorandum

IPB Petroleum Limited

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• (c) The issue price for each Share to be issued pursuant to Tranche 2 is $0.015.

• (d) The Shares issued pursuant to Tranche 2 will rank equally in all respects with the Company’s existing Shares.

• (e) The Shares to be issued pursuant to Tranche 2 are to be issued and allotted to professional and sophisticated investors.

• (f) The funds raised from Tranche 2 are being used to:

• (i) Investigate and assess possible future production related investment opportunities in South East Asia.

• (ii) The ongoing Browse Basin farmout activities and study work; and for

• (iii) General working capital purposes.

• (g) Subject to receiving Shareholder approval, it is expected that the Shares to be issued pursuant to Tranche 2 will be issued on 14 July 2017.

• (h) A voting exclusion statement is included in the Notice for Resolution 3.

5.3 Director Recommendation

The Directors recommend that Shareholders vote in favour of this Resolution.

6 Resolution 4 - Issue of 10,000,000 Options to Lexington Partners Pte. Ltd. Resolution 5 – Issue of 15,000,000 Options to Lexington Partners Pte. Ltd.

6.1 Background

The Company has entered into a Business Development Services Agreement (“BDSA”) with Lexington Partners Pte Ltd (“Lexington”) an experienced Oil and Gas Business Development Consultancy to source, investigate, assess and assist IPB to identify and possibly secure a future production or development asset in South East Asia for an initial period of 12 months.

The Lexington team has extensive technical, industry, and financial skills and networks within South East Asia. Initial scoping work conducted by Lexington is considered to be encouraging.

For these services part of Lexington’s remuneration, subject to shareholder approval at this General Meeting, will be the issue of 10,000,000 Options that may be exercised at 3.2 cents per Option and with and expiry date of 17 November 2020, and 15,000,000 Options that may be exercised following a Transaction (as defined in the BDSA) at 3.2 cents per Option, expiring 17 November 2020.

A Transaction is defined in paragraphs 3.1 and 3.2 of the BDSA and refers to gas projects and other hydrocarbon production and development projects for acquisition or investment in Indonesia or South East Asian areas, in which IPB at its sole discretion completes an acquisition or investment substantially as a result of the Services provided by Lexington during the term of the BDSA.

Resolutions 4 and 5 are ordinary resolutions.

The Chairman intends to exercise all available proxies in favour of Resolutions 4 and 5.

6.2 Specific Information Required by Listing Rule 7.3

In accordance with Listing Rule 7.3 the following information is provided.

• (a) The maximum number of Options to be issued by the Company pursuant to Resolution 4 is 10,000,000.

• (b) The maximum number of Options to be issued by the Company pursuant to Resolution 5 is 15,000,000.

IPB Petroleum Limited – Notice of General Meeting 11 July 2017 - Explanatory Memorandum

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IPB Petroleum Limited

• (c) The 10,000,000 Options to be issued pursuant to Resolution 4 will be issued following the receipt of Shareholder approval for this Resolution and in any event, not later than three months following the date of the Meeting.

• (d) The 15,000,000 Options to be issued pursuant to Resolution 5 will be issued following the receipt of Shareholder approval for this Resolution and in any event, not later than three months following the date of the Meeting.

• (e) The option price for each Option to be issued pursuant to Resolution 4 is $0.032 and the Options have an expiry date of 17 November 2020.

• (f) The option price for each Option to be issued pursuant to Resolution 5 is $0.032 and the Options have an expiry date of 17 November 2020. The Options to be issued pursuant to Resolution 5 are exercisable on the condition that Lexington Partners Pte Ltd (“Lexington”) refer a Transaction to IPB, which IPB at its sole discretion, completes or invests in, and is referred prior to the option expiration date of 17 November 2020. A Transaction is defined in the BDSA between IPB and Lexington as a gas project or other hydrocarbon production or development project in Indonesia or South East Asia.

• (g) On exercise of the Options to be issued pursuant to Resolution 4, the Shares resultant from the exercise of the Options will rank equally in all respects with the Company’s existing Shares.

• (h) On exercise of the Options to be issued pursuant to Resolution 5, the Shares resultant from the exercise of the Options will rank equally in all respects with the Company’s existing Shares.

• (i) The funds raised from the exercise of Options to be issued pursuant to Resolutions 4 and 5 will be used to:

• Assist in the funding of the Transaction.

• The ongoing Browse Basin farmout activities and study work; and for

• General working capital purposes.

A voting exclusion statement is included in the Notice for Resolutions 4 and 5.

6.3 Director Recommendation

The Directors recommend that Shareholders vote in favour of Resolutions 4 and 5.

IPB Petroleum Limited – Notice of General Meeting 11 July 2017 - Explanatory Memorandum

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IPB Petroleum Limited

SCHEDULE 1

GLOSSARY

In this Notice and Explanatory Memorandum:

$ or A$ means Australian dollars (AUD);

AGM means an Annual General Meeting;

ASX means ASX Limited ACN 008 624 691 or the securities exchange operated by it (as the case requires);

ASX Listing Rules means the listing rules of the ASX;

Board means the Board of Directors of the Company;

Constitution means the constitution of the Company;

Corporations Act means the Corporations Act 2001 (Cth);

Directors mean the Directors of the Company;

Explanatory Memorandum means the Explanatory Memorandum which accompanies, and is incorporated as part of, the Notice of Meeting;

IPB Petroleum , IPB or Company means IPB Petroleum Limited ACN 137 387 350;

Key Management Personnel means key management personnel as defined by Section 9 of the Corporations Act;

Lexington means Lexington Partners Pte Ltd

Meeting means General Meeting

Notice or Notice of Meeting , means the attached Notice of Meeting;

Options means options to acquire Shares;

Proxy Form means the proxy form which accompanies this Notice;

Resolution means the resolution to be put to shareholders at the Meeting, as set out in the Notice of General Meeting;

Securities means Shares, Options, securities convertible into Share or rights to Shares or Options that maybe granted by the Company;

Shareholder means the registered holder of Shares; and

Shares means fully paid ordinary shares in the capital of the Company.

Insert Proxy and voting instructions.

IPB Petroleum Limited – Notice of General Meeting 11 July 2017 - Explanatory Memorandum