HIGH PEAK ROYALTIES LIMITED — AGM Information 2009

Oct 26, 2009

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TORRENS ENERGY LIMITED

ABN 79 118 065 704

NOTICE OF ANNUAL GENERAL MEETING

TIME : 1.00 pm (WST) DATE : 27 November 2009 PLACE : The Celtic Club 48 Ord Street WEST PERTH WA 6005

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9321 4566.

CONTENTS PAGE Notice of Annual General Meeting (setting out the proposed resolutions) 3 Explanatory Statement (explaining the proposed resolutions) 5 Glossary 7 Proxy Form (attached)

TIME AND PLACE OF MEETING AND HOW TO VOTE

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The Annual General Meeting of the Shareholders to which this Notice of Meeting relates to will be held at 1.00 pm (WST) on Friday 27 November 2009 at:

The Celtic Club 48 Ord Street WEST PERTH WA 6005

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

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

VOTING BY PROXY

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

• (a) deliver it in person to the Company, Suite 1, 64 Thomas Street, West Perth, WA 6005; or

• (b) post to the Company, PO Box 781, West Perth, WA 6872; or

• (c) fax to the Company on facsimile number (+61 8) 9321 4022,

so that it is received not later than 1.00 pm (WST) on Wednesday, 25 November 2009.

Proxy forms received later than this time will be invalid.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Torrens Energy Limited will be held at The Celtic Club, 48 Ord Street, West Perth WA 6005 at 1.00 pm (WST) on 27 November 2009.

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 1:00 pm (WST) on 25 November 2009.

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

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the Financial Statements and the related Directors’ Report, Directors’ Declarations, Remuneration Report and the Independent Auditor’s Report of Torrens Energy Limited for the financial year ended 30 June 2009.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company Annual Report for the financial year ended 30 June 2009.”

2. RESOLUTION 2 – RE-ELECTION OF MR DAVID EISZELE AS A DIRECTOR

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

“That, for the purpose of clause 11.3 of the Constitution and for all other purposes, Mr David Eiszele, a Director who retires by rotation, and being eligible, is re-elected as a Director.”

3. RESOLUTION 3 – RE-ELECTION OF MR HOWARD MCLAUGHLIN AS A DIRECTOR

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

“That, for the purpose of clause 11.12 of the Constitution, Mr Howard McLaughlin, being a Director of the Company who was appointed on 1 September 2009, retires in accordance with the Company’s Constitution and, being eligible for re-election, be reelected as a Director of the Company.”

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4. RESOLUTION 4 – REMUNERATION OF NON-EXECUTIVE DIRECTORS

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

“That, for the purposes of clause 11.15 of the Constitution, ASX Listing Rule 10.17 and for all other purposes, Shareholders approve the maximum total aggregate fixed sum per annum to be paid to Directors be set at $250,000 to be paid in accordance with the terms and conditions set out in the Explanatory Statement.”

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

DATED: 27 OCTOBER 2009

BY ORDER OF THE BOARD

JADE STYANTS COMPANY SECRETARY TORRENS ENERGY LIMITED

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on 27 November 2009 at 1.00 pm (WST).

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

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the Financial Statements and the related Directors’ Report, Directors’ Declarations, Remuneration Report and the Independent Auditor’s Report of Torrens Energy Limited for the financial year ended 30 June 2009.

Members will be given the opportunity to ask questions of the Board of Directors and the auditors in relation to the Financial Statements for the financial year ended 30 June 2009, at the Annual General Meeting.

In accordance with amendments to the Corporations Act the Company is no longer required to provide a hard copy of the Company’s Annual Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. These amendments may result in reducing the Company’s printing costs.

Whilst the Company will not provide a hard copy of the Company’s Annual Report unless specifically requested to do so, Shareholders may view the Annual Report for the financial year ended 30 June 2009 on its website at www.torrensenergy.com.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2009.

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

3. RESOLUTION 2 – RE-ELECTION OF MR DAVID EISZELE AS A DIRECTOR

Clause 11.3 of the Company’s Constitution requires that at each annual general meeting one-third of the Directors must retire from office.

In accordance with the Constitution, Mr David Eiszele retires from office and offers himself for re-election as a Director.

A profile of Mr David Eiszele is contained in the Company’s Annual Report for the financial year ended 30 June 2009.

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4. RESOLUTION 3 – RE-ELECTION OF MR HOWARD MCLAUGHLIN AS A DIRECTOR

Clause 11.12 of the Company’s Constitution requires that a Director appointed to fill a casual vacancy or as an addition to the existing Directors shall hold office until the next annual general meeting and then be eligible for re-election.

Mr McLaughlin was appointed as an addition to the existing directors on 1 September 2009. In accordance with Clause 11.12 of the Company’s Constitution, Mr McLaughlin retires from office and offers himself for re-election as a Director.

A profile of Mr McLaughlin is contained in the Company’s Annual Report for the financial year ended 30 June 2009.

5. RESOLUTION 4 – REMUNERATION OF NON-EXECUTIVE DIRECTORS

Listing Rule 10.17 provides that an entity must not increase the total amount of Directors’ fees payable without the approval of holders of its ordinary securities. The rule does not apply to the salary of an executive Director. This requirement is also reflected in clause 11.15 of the Constitution.

The maximum aggregate remuneration that may be paid to the Company’s nonexecutive Directors for their services as Directors is currently set at $150,000 per annum. Resolution 4 seeks Shareholders approval to increase the maximum aggregate remuneration by $100,000 from $150,000 to $250,000 per annum.

The total aggregate fixed sum per annum has been determined after reviewing similar companies listed on ASX and the Directors believe that this level of remuneration is in line with corporate remuneration of similar companies.

6. ENQUIRIES

Shareholders are required to contact the Company Secretary on (+61 8) 9321 4566 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

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

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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

Company means Torrens Energy Limited (ABN 79 118 065 704).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

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

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

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

Shareholder means a holder of a Share.

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

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PROXY FORM

APPOINTMENT OF PROXY TORRENS ENERGY LIMITED ABN 79 118 065 704

ANNUAL GENERAL MEETING

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

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the Annual General Meeting to be held at 1:00 pm (WST), on Friday 27 November 2009 at The Celtic Club, 48 Ord Street, West Perth, WA 6005, and at any adjournment thereof.

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

If the Chair of the Annual General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 1 to 4 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the Annual General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1 to 4 and that votes cast by the Chair of the Annual General Meeting for Resolutions 1 to 4 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 Chair will not cast your votes on Resolutions 1 to 4 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 4.

OR

Voting on Business of the Annual General Meeting Resolution 1 – Adoption of remuneration report Resolution 2 – Re-election of Director – Mr Howard McLaughlin Resolution 3 – Re-election of Director – Mr David Eiszele Resolution 4 – Remuneration of Non Executive Directors

FOR AGAINST ABSTAIN

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

Signature of Member(s):

Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): _________

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TORRENS ENERGY LIMITED ABN 79 118 065 704

Instructions for Completing ‘Appointment of Proxy’ Form

1.

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

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

3.

( Signing Instructions ):

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

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

• ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

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

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

• (a) person to the Company, Suite 1, 64 Thomas Street, West Perth, WA, 6005;

• (b) post to the Company, PO Box 781, West Perth, WA, 6872; or

• (c) facsimile to the Company on facsimile number +61 8 9321 4022,

so that it is received not later than 1.00 pm (WST) on 25 November 2009.

Proxy forms received later than this time will be invalid.

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