HIGH PEAK ROYALTIES LIMITED — AGM Information 2012

Oct 18, 2012

ACN 118 065 704

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Notice of Annual General Meeting and Explanatory Statement

Annual General Meeting to be held at AEW Capital, Level 17, 2 The Esplanade, PERTH on 20 November 2012 commencing at 10.30 am (WST)

This Notice of Annual General Meeting and Explanatory Statement 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 without delay.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on + 61 8 680 1003.

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders of Torrens Energy Ltd will be held at the office of AEW Capital, Level 17, 2 The Esplanade, Perth Western Australia on 20 November 2012 at 10:30 am (WST).

The Explanatory Statement to this Notice of 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 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 at 5:00pm (WST) (8:00pm Sydney daylight savings time) on 16 November 2012.

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

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 at the time, date and place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

Proxy vote if appointment specifies way to vote

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

• each member has a right to appoint a proxy;

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

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

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Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• 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

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

• the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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Agenda

1. Annual Report

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2012 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

Shareholders should consider this document and raise any matters of interest with the Directors when this item is being considered.

No resolution is required to be moved in respect of this item of business.

2. Resolution 1 – Adoption of the 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 purpose of Section 250R (2) of the Corporations Act and for all other purposes, approval is given for the Company to adopt the Remuneration Report as set out in the Director’s Report in the Annual Report for the year ended 30 June 2012”.

Short Explanation: Section 300A of the Corporations Act requires the Directors’ Report to contain a remuneration report containing information about the Board’s policy for determining the nature and amount of the remuneration of directors and senior management. The report must also explain the relationship between the remuneration policy and the Company’s performance.

Sections 250R(2) and 250R(3) of the Corporations Act provides that the vote on the adoption of the remuneration report is advisory only and does not bind the Directors or the Company.

During this item of business, Shareholders at the Meeting may comment on and ask questions about the Remuneration Report which appears in the Torrens Energy 2012 Annual Report.

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (b) the voter is the Chair and the appointment of the Chair as proxy:

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• (c) does not specify the way the proxy is to vote on this Resolution; and

• (d) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. Resolution 2 - Re-election of Director

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

"That Mr Howard McLaughlin who retires by rotation in accordance with clause 11.3 the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director."

Short Explanation: Pursuant to clause 11.3 of the Company’s Constitution, one third of the Company’s Directors must retire at each Annual General Meeting. A Director who retires in accordance with clause 11.3 of the Constitution is eligible for re-election.

4. Resolution 3 – Re-election of Director

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

“That Anthony Wooles, having been appointed as a Director prior to the date of this meeting, in accordance with clause 11.11 of the Company’s Constitution, and only holding that office until the next annual general meeting of the Company and being eligible for re-election, be re-elected as a director of the Company."

5. Resolution 4 – Re-election of Director

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

“That Winton Willesee, having been appointed as a Director prior to the date of this meeting, in accordance with clause 11.11 of the Company’s Constitution, and only holding that office until the next annual general meeting of the Company and being eligible for re-election, be re-elected as a director of the Company."

DATED: 17 OCTOBER 2012 BY ORDER OF THE BOARD

ROB HODBY COMPANY SECRETARY

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Explanatory Statement

Introduction

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at the office of AEW Capital, Level 17, 2 The Esplanade, Perth Western Australia on 20 November 2012 at 10:30 am (WST).

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

Reports and Accounts

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2012 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at http://www.torrensenergy.com/.

Resolution 1 – Adoption of the Remuneration Report

General

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

Under recent changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company's 2013 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting ( Spill Meeting ) within 90 days of the Company's 2013 annual general meeting. All of the Directors who were in office when the Company's 2013 Directors' report was approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for reelection at the Spill Meeting. Following the Spill Meeting those persons whose election or reelection as Directors is approved will be the Directors of the Company.

At the Company’s 2011 Annual General Meeting, the adoption of the Remuneration Report was carried on a unanimous show of hands, and in excess of 75% of the proxies received by the Company voted in favour of this resolution.

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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 2012 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 2012.

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

Proxy Restrictions

Shareholders appointing a proxy for this Resolution should note the following:

If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy

You must direct your proxy how to vote on this Resolution. Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member).

You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel .

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

Resolution 2 – Re-Election of Director

Pursuant to Clause 11.3 of the Company’s Constitution, at every Annual General Meeting, one third of all the Directors shall retire from office at each annual general meeting of the Company. A retiring Director is eligible for re-election.

The Company currently has four (4) directors, and accordingly one (1) must retire.

In accordance with Constitution Mr Howard McLaughlin retires and seeks re-election.

Details regarding Mr McLaughlin are set out in 2012 Annual Report.

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Resolutions 3 & 4 – Election of Director

Pursuant to Clause 112 of the Company’s Constitution, at every Annual General Meeting, one third of all the Directors shall retire from office at each annual general meeting of the Company. A retiring Director is eligible for re-election.

Pursuant to clause 11.11 of the Company’s Constitution, the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next following general meeting and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Anthony Wooles and Mr Winton Willesee were both appointed to the Board prior to the date of this Annual General Meeting and pursuant to clause 11.12 of the Constitution will retire and seek re-election as Directors.

Details regarding Mr Wooles and Mr Willesee are set out in 2012 Annual Report.

Other Information.

Scrutineer

A representative of Torrens Energy’s external auditor, Stantons International, will act as a scrutineer for any polls that may be required at the Meeting.

Questions and Comments by Shareholders at the Meeting

In accordance with the Corporations Act 2001, a reasonable opportunity will be given to Shareholders – as a whole – to ask questions or make comments on the management of Torrens Energy at the Meeting.

Similarly, a reasonable opportunity will be given to Shareholders – as a whole – to ask questions to Torrens Energy’s external auditor Stantons International, relevant to:

• a) the conduct of the audit;

• b) the preparation and contents of the audit report;

• c) the accounting policies adopted by Torrens Energy in relation to the preparation of the financial statements; and

• d) the independence of the auditor in relation to the conduct of the audit.

Shareholders may also submit a written question to Stantons International if the question is relevant to the content of Stantons International’s audit report or the conduct of its audit of Torrens Energy’s financial report for the year ended 30 June 2012.

Relevant written questions for Stantons International must be received no later than 5.00pm (WST) on Friday, 16 November 2012. A list of those relevant questions will be made available to Shareholders attending the Meeting. Stantons International will either answer questions at the Meeting or table written answers to them at the Meeting. If written answers are tabled at the Meeting, they will be announced on ASX no later than the start of the Meeting.

Please send any written questions for Stantons International:

• a) by post to Torrens Energy Ltd, PO Box 1505 West Perth, WA 6904; or

• b) by facsimile to the Company on facsimile number + 61 8 9268 4299.

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Glossary

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

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

Annexure means the annexure to this Explanatory Statement.

ASIC means the Australian Securities and Investments Commission .

ASX means ASX Limited (ACN 118 065 704).

ASX Listing Rules means the Listing Rules of ASX.

Board means the board of Directors at the date of this Notice.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth).

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

Constitution means the constitution of the Company.

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.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

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

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report as contained in the Directors’ repost section of the Company’s annual financial report for the financial year ended 30 June 2012.

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

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

Shareholder means a holder of a Share.

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

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TORRENS ENERGY LTD (ACN 118 065 704)

PROXY FORM

Shareholder’s Name and Address

Please write your name(s) above

Please write your address above

Appointment of Proxy

I/We being a member/s of Torrens Energy Limited and entitled to attend and vote 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, and subject to the relevant laws as the proxy sees fit, at the Annual General Meeting to be held at 10.30am (WST), on 20 November 2012 at AEW Capital, Level 17, 2 The Esplanade, Perth, Western Australia, and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Comment

Important for Resolution 1: If the Chair of the Meeting or any member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report or a Closely Related Party of that member is your proxy and you have not directed the proxy to vote on Resolution 1, the proxy will be prevented from casting your votes on Resolution 1. If the Chair, another member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report or Closely Related Party of that member is your proxy, in order for your votes to be counted on Resolution 1, you must direct your proxy how to vote on Resolution 1.Important Notice for Resolution 1 - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

OR

Voting on business of the Annual General Meeting

	RESOLUTIONS	FOR	AGAINST	ABSTAIN
1.	Adoption of the Remuneration Report			
2.	Re-election of Howard McLaughlin			
3.	Election of Anthony Wooles			
4.	Election of Winton Willesee			

• If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not 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

%

PLEASE SIGN HERE - This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Shareholder 1 Sole Director/Company Secretary	Shareholder 2 Director	Shareholder 3
		Director/Company Secretary

Dated: //2012

Contact Email address Contact Telephone Number

( )

Proxies may be lodged either by facsimile on (08) 6380 1026, by mail or delivery to the registered office of the Company at AEW Capital, Level 17, 2 The Esplanade, Perth, Western Australia. To be valid, a proxy form must be received by the Company no later than 48 hours before the time appointed for the Annual General Meeting. For assistance in completing this form, please refer below.

INSTRUCTIONS FOR COMPLETION OF THE PROXY FORM

Shareholders Name

This is the name of the shareholder as it appears on the Company’s share register. In accordance with regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that ordinary shares held as at 5.00pm on 16 November 2012 will be taken, for the purposes of the Annual General Meeting, to be held by the persons who held them at that time.

Appointment of Proxy

A shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two other persons (whether shareholders or not) as proxy or proxies to attend in the shareholder’s place at the Annual General Meeting. The proxy has the same right as the shareholder to speak and vote at the Annual General Meeting. If you leave this section blank, the Chairman of the meeting will be your proxy to vote your shares even if you attend the Annual General Meeting (unless you revoke your proxy before the meeting).

Vote on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite the resolution/s you wish to direct your proxy to vote on. If you do so, all your shares will be voted in accordance with your direction. You can split your vote on any resolution/s by inserting the number/s of shares you wish to vote in the appropriate box/es. Please ensure you clearly mark the box in black or blue ink by placing a mark or the number of shares you are voting. 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.

Appointing a Second Proxy

If a shareholder appoints two proxies, each proxy may 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. The appointment of a second proxy must be done on a separate copy of the Proxy Form.

Signature(s)

Each shareholder must sign this form. Where the holding is in one name, the shareholder must sign. If your shares are held in joint names, all shareholders must sign in the boxes. If you are signing as an Attorney, then the Power of Attorney must have been noted by the Company or be duly stamped and accompany this form. Only duly authorised officer(s) can sign on behalf of a Company. Please sign in the boxes provided which state the office held by the signatory. Where the holder is a company with 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 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.

Delivery of Proxy

To be effective, forms to appoint proxies must be received by the Company no later than 48 business hours before the time appointed for the holding of this Annual General Meeting, that is by 10.30 am on Friday 16 November 2012, by post or facsimile to the respective addresses stipulated in this proxy form. Proxy Forms received after this time will be invalid.

Chairman's Voting Intentions

The Chairman intends to vote in favour of the resolutions set out in the Notice.

Contact Telephone

This will help us if there are any problems with your proxy form.