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SUNBIRD ENERGY LIMITED

A C N 1 5 0 9 5 6 7 7 3

NOTICE OF EXTRAORDINARY GENERAL MEETING

An Extraordinary General Meeting of the Company will be held at First Floor, 50 Ord Street, West Perth, Western Australia on Friday 26[th] July 2013 at 3.00pm (AWST).

This Notice of General Meeting 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.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on (08) 9463 3264

SUNBIRD ENERGY LIMITED

A C N 1 5 0 9 5 6 7 7 3

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting of Shareholders of Sunbird Energy Limited ( Company ) will be held at First Floor, 50 Ord Street, West Perth, Western Australia on Friday 26[th ] July 2013 at 3.00pm (AWST) ( Meeting or General Meeting ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and Proxy Form are part of this Notice of Extraordinary 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 General Meeting are those who are registered as Shareholders of the Company on Friday 21[st] June 2013 at 3.00pm (AWST).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Section 12.

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PLACEMENT

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 12,500,000 Shares to unrelated sophisticated and professional investors on the terms and conditions in the Explanatory Memorandum.”

Voting exclusion

The Company will disregard any votes cast on this Resolution by any person who participated in the Placement. However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) 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.

2. RESOLUTION 2 – RATIFICATION OF GRANT OF INCENTIVE OPTIONS TO ARGONAUT

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 1,000,000 Incentive Options to Argonaut or its nominee on the terms and conditions in the Explanatory Memorandum.”

Voting exclusion

The Company will disregard any votes cast on this Resolution by Argonaut or any of its related entities or its nominee. However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) 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.

3. RESOLUTION 3 – APPROVAL OF GRANT OF INCENTIVE OPTIONS TO ARGONAUT

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

"That, pursuant to and in accordance with Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of 5,000,000 Incentive Options to Argonaut or its nominee on the terms and conditions in the Explanatory Memorandum."

Voting exclusion

The Company will disregard any votes cast on this Resolution by Argonaut or any of its related entities or its nominee. However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) 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.

4. RESOLUTION 4 – APPROVAL OF GRANT OF PERFORMANCE RIGHTS TO MR WILLIAM BARKER

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

"That, pursuant to and in accordance with Listing Rule 10.11, and for all other purpose, Shareholders approve the issue of the following:

(a) 1,000,000 IGP 2P Reserves Rights;
(b) 1,000,000 IGP GSA Rights;
(c) 1,000,000 IGP FID Rights; and
(d) 1,000,000 Premium Market Rights,

to Mr William Barker or his nominees and on the terms and conditions specified in the Explanatory Memorandum."

Voting exclusion

The Company will disregard any votes cast on this resolution by William Barker (or any associate of William Barker) and a person (or any associate of such a person) who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed.

However, the Company will not disregard a vote if:

(e) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(f) 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.

5. RESOLUTION 5 – APPROVAL OF GRANT OF PERFORMANCE RIGHTS TO MR ANDREW LEIBOVITCH

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

"That, pursuant to and in accordance with Listing Rule 10.11, and for all other purpose, Shareholders approve the issue of the following:

(a) 500,000 IGP 2P Reserves Rights;
(b) 500,000 IGP GSA Rights;
(c) 500,000 IGP FID Rights; and
(d) 500,000 Premium Market Rights,

to Mr Andrew Leibovitch or his nominees and on the terms and conditions specified in the Explanatory Memorandum."

Voting exclusion

The Company will disregard any votes cast on this resolution by Andrew Leibovitch (or any associate of Andrew Leibovitch) and a person (or any associate of such a person) who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed.

However, the Company will not disregard a vote if:

(e) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(f) 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.

6. RESOLUTION 6 – APPROVAL OF GRANT OF PERFORMANCE RIGHTS TO MR KERWIN RANA

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

"That, pursuant to and in accordance with Listing Rule 10.11, and for all other purpose, Shareholders approve the issue of the following:

(a) 500,000 IGP 2P Reserves Rights;
(b) 500,000 IGP GSA Rights;
(c) 500,000 IGP FID Rights; and
(d) 500,000 Premium Market Rights,

to Mr Kerwin Rana or his nominees and on the terms and conditions specified in the Explanatory Memorandum."

Voting exclusion

The Company will disregard any votes cast on this resolution by Kerwin Rana (or any associate of Kerwin Rana) and a person (or any associate of such a person) who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed.

However, the Company will not disregard a vote if:

(e) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(f) 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.

7. RESOLUTION 7 – APPROVAL OF GRANT OF PERFORMANCE RIGHTS TO MR MARCUS GRACEY

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

"That, pursuant to and in accordance with Listing Rule 10.11, and for all other purpose, Shareholders approve the issue of the following:

(a) 100,000 IGP 2P Reserves Rights;

(b) 100,000 IGP GSA Rights;
(c) 100,000 IGP FID Rights; and

(d) 100,000 Premium Market Rights,

to Mr Marcus Gracey or his nominees and on the terms and conditions specified in the Explanatory Memorandum."

Voting exclusion

The Company will disregard any votes cast on this resolution by Marcus Gracey (or any associate of Marcus Gracey) and a person (or any associate of such a person) who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed.

However, the Company will not disregard a vote if:

(e) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(f) 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.

8. RESOLUTION 8 – APPROVAL OF GRANT OF EMPLOYEE SECURITIES TO EMPLOYEES AND CONSULTANT

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

"That, pursuant to and in accordance with Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of the following:

(a) 600,000 Retention Rights;
(b) 3,000,000 Performance Rights;
(c) 1,875,000 Retention Options; and
(d) 2,000,000 Performance Options,

to employees and a consultant of the Company on the terms and conditions specified in the Explanatory Memorandum."

Voting exclusion

The Company will disregard any votes cast on this resolution by a person (or any associate of such a person) who may participate in the issue of the Employee Securities pursuant to this resolution, and a person (or any associate of such a person) who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed:

(e) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

(f) 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.

9. RESOLUTION 9 – SECTION 195 APPROVAL

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

"That, for the purposes of section 195(4) of the Corporations Act and for all other purposes, Shareholders approve and authorise the Directors to complete the transactions as contemplated in this Notice."

BY ORDER OF THE BOARD

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Mark Balfour Company Secretary Dated: 20[th] June 2013

A C N 1 5 0 9 5 6 7 7 3

SUNBIRD ENERGY LIMITED

EXPLANATORY MEMORANDUM

1. INTRODUCTION

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held at First Floor, 50 Ord Street, West Perth, 6005, Western Australia on Friday 26[th ] July 2013 at 3.00pm (AWST).

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 set out in the Notice.

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:	Resolution 1 – Ratification of Placement
Section 4	Resolution 2 – Ratification of Grant of Incentive Options to Argonaut
Section 5:	Resolution 3 – Approval of Grant of Incentive Options to Argonaut
Section 6:	Resolution 4 – Approval of Grant of Performance Rights to Mr William Barker
Section 7:	Resolution 5 – Approval of Grant of Performance Rights to Mr Andrew Leibovitch
Section 8:	Resolution 6 – Approval of Grant of Performance Rights to Mr Kerwin Rana
Section 9:	Resolution 7 – Approval of Grant of Performance Rights to Mr Marcus Gracey
Section 10:	Resolution 8 – Approval of Grant of Employee Securities to employees and a consultant of the Company
Section 11:	Resolution 9 – Section 195 Approval
Section 12:	Definitions

A Proxy Form is located at the end of the 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.

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 General 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. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the General Meeting in person.

3. RESOLUTION 1 – RATIFICATION OF PLACEMENT

3.1 General

On 26 March 2013, the Company announced that it had completed a placement to raise approximately A$5,000,000 (before costs), through the issue of 12,500,000 Shares at an issue price of A$0.40 per Share, to progress the development of the Ibhubesi Gas Project and the ongoing exploration drilling at the Mopane CBM Project ( Placement ).

Subscribers under the Placement were sophisticated and professional investors. Resolution 1 seeks Shareholder approval for the ratification of the issue of the Placement Securities pursuant to Listing Rule 7.4.

3.2 Listing Rule 7.4

Listing Rule 7.4 is an exception to Listing Rule 7.1. It provides that where a company in general meeting ratifies a 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 issued with Shareholder approval for the purpose of Listing Rule 7.1.

The effect of Shareholders passing Resolution 1, by ratifying the issue of the Placement Shares, will be to restore the Company’s ability to issue further securities up to the maximum 15% limit, without obtaining Shareholder approval, during the next 12 months in accordance with Listing Rule 7.1.

Resolution 1 is an ordinary resolution.

3.3 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Placement Shares:

(a) A total of 12,500,000 Shares were issued.
(b) The Shares were issued at A$0.40 per Share.
(c) The Shares are all fully paid ordinary shares in the capital of the Company and rank equally with the Company’s existing Shares on issue.
(d) The Shares have been allotted and issued by way of placements to various sophisticated and professional investors, who are clients of Cygnet Capital Pty Ltd, and who are not related parties or associates of related parties of the Company.

(e) The funds raised from the issue of the Placement Shares have and will continue to be used to progress the development of the Ibhubesi Gas Project and the ongoing exploration drilling at the Mopane CBM Project.
(f) A voting exclusion statement is included in the Notice.

4. RESOLUTION 2 – RATIFICATION OF GRANT OF INCENTIVE OPTIONS TO ARGONAUT

4.1 General

On 22 May 2013, the Company entered into a mandate letter with Argonaut, pursuant to which the Company appointed Argonaut to act as its financial and corporate adviser ( Mandate ). Under the Mandate, the Company has agreed to issue to an aggregate total of 5,000,000 incentive options to Argonaut or its nominee, Argonaut Investments Pty Ltd ( Incentive Options ).

The Company issued 1,000,000 Incentive Options (of the 5,000,000 to be issued under the Mandate Letter) to Argonaut on 31 May 2013 ( Tranche 1 Incentive Options ), under its 15% capacity under Listing Rule 7.1. Resolution 2 seeks Shareholder approval for the ratification of the issue of the Tranche 1 Incentive Options, pursuant to Listing Rule 7.4.

4.2 Listing Rule 7.4

The effect of Shareholders passing Resolution 2, by ratifying the issue of the Tranche 1 Incentive Options, will be to restore the Company’s ability to issue further securities up to the maximum 15% limit, without obtaining Shareholder approval, during the next 12 months in accordance with Listing Rule 7.1.

Resolution 2 is an ordinary resolution.

4.3 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Tranche 1 Incentive Options:

(g) A total of 1,000,000 Tranche 1 Incentive Options were issued.
(h) The Tranche 1 Incentive Options were issued for A$0.001 per Incentive Option. (i) The Tranche 1 Incentive Options are exercisable at A$0.50 each on or before 22 May 2016 and are otherwise subject to the terms and conditions set out in Schedule 1.
(j) The Tranche 1 Incentive Options were issued to Argonaut Investments Pty Ltd, a related entity of Argonaut and Argonaut’s nominee recipient for the issue of the Incentive Options.
(k) As the Tranche 1 Incentive Options are being issued for nominal consideration (A$1,000), the Company will apply the funds raised from the issue of the Tranche 1 Incentive Options towards working capital.

(l) A voting exclusion statement is included in the Notice.

5. RESOLUTION 3 – APPROVAL OF GRANT OF INCENTIVE OPTIONS TO ARGONAUT

5.1 General

As stated in Section 4.1, the Company entered into the Mandate with Argonaut on 22 May 2013. Pursuant to the Mandate, the Company has agreed to issue to an aggregate total of 5,000,000 Incentive Options to Argonaut or its nominee. The Company has already issued Argonaut 1,000,000 Incentive Options.

Resolution 3 seeks Shareholder approval, pursuant to Listing Rule 7.1, for the issue of the remaining 4,000,000 Incentive Options to Argonaut or its nominee.

The Company intends to issued the remaining Incentive Options to Argonaut in two separate tranches of Incentive Options as follows:

(a) 2,000,000 Incentive Options exercisable on or before 22 May 2016 at an exercise price of at least A$0.50 each ( Tranche 2 Incentive Options ). The Tranche 2 Incentive Options will vest upon the Company raising at least $10 million in financing (of any form). The Tranche 2 Incentive Options are otherwise subject to the terms and conditions set out in Schedule 1; and
(b) 2,000,000 Incentive Options, exercisable on before 22 May 2016 at an exercise price of A$1.25 each ( Tranche 3 Incentive Options ). The Tranche 3 Incentive Options will vest upon the Company's Share price reaching A$1.00. The Tranche 3 Incentive Options are otherwise subject to the terms and conditions set out in Schedule 1.

5.2 Listing Rule 7.1

Listing Rule 7.1 provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the company’s ordinary securities then on issue.

The effect of Resolution 2 will be to allow the Directors to issue the Tranche 2 and Tranche 3 Incentive Options during the period of three months after the Meeting (or a longer period if allowed by ASX), without using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 3 is an ordinary resolution.

5.3 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the approval of the issue of the Incentive Options:

(a) The maximum number of Incentive Options to be issued is 4,000,000.
(b) The Company will issue and allot the Tranche 2 and Tranche 3 Incentive Options no earlier than 1[st] August 2013 but not later than three months after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).
(c) The Tranche 2 and Tranche 3 Incentive Options will be issued for A$0.001 per Incentive Option for an aggregate consideration of A$4,000.
(d) The Tranche 2 and Tranche 3 Incentive Options will be issued to Argonaut or its nominee.

(e) The Tranche 2 and Tranche 3 Incentive Options will be issued on the terms set out in Section 5.1 and are subject to the additional terms and conditions set out in Schedule 1.
(f) As the Tranche 2 and Tranche 3 Incentive Options are being issued for nominal consideration (A$4,000), the Company will apply the funds raised from the issue of the Tranche 2 and Tranche 3 Incentive Options towards working capital.
(g) The issue of the Tranche 2 and Tranche 3 Incentive Options is expected to occur on or about 31 July 2013 and, in any event, will not occur later than the date which is three months after the Meeting (or such longer period (if any) allowed by ASX).
(h) A voting exclusion statement is included in the Notice.

6. RESOLUTION 4 – APPROVAL OF GRANT OF PERFORMANCE RIGHTS TO MR WILLIAM BARKER

6.1 BACKGROUND

Resolution 4 seeks Shareholder approval, pursuant to Listing Rule 10.11, for the issue of Performance Rights to Mr William Barker (or his nominees), which form part of the incentive component of his consultancy contract as the Managing Director of the Company.

Mr Barker commenced as Managing Director on 17 May 2011. Mr Barker is a geologist with extensive experience in the exploration and development of unconventional gas projects in Australia. He holds a Bachelor of Science, majoring in Geology, from the University of Western Australia.

Mr Barker's most recent role was as General Manager LNG for Arrow Energy Limited. He was responsible for the overall management of the company's lead CBM to LNG export project. The maturing of Arrow's Surat Gas Project to final investment decision was instrumental in triggering the A$3.5 billion takeover of Arrow by Royal Dutch Shell and PetroChina in August 2010.

Mr Barker's previous roles include two years as Operations Manager for New Guinea Energy Limited, managing the company's conventional petroleum exploration activities in Papua New Guinea. He also spent over six years working for Sydney Gas Limited developing CBM projects in New South Wales.

His experience covers exploration and development activities, gas compression facility and pipeline construction, government relations, business development and general management. He has served as a member of the Coal Geology Council of New South Wales, and is a member of the Petroleum Exploration Society of Australia. Mr Barker is currently a non-executive director of Transerv Energy Limited.

Mr Barker receives cash remuneration of A$408,750 (inclusive of superannuation).

This proposed grant of Performance Rights to Mr Barker was agreed by resolution of the Board of the Company on 30 April 2013. The closing price of Shares on the last trading day prior to the date of this agreement was A$0.335.

The Company is a small cap listed company, which is focussed on gas exploration and development in southern Africa where limited domestic gas supply and growing energy needs have created significant opportunity for the development of large scale energy projects. The Company has limited funds, most of which are allocated to specific

exploration and development activities. The Board has chosen to issue Performance Rights to Mr Barker as a key component of his remuneration in order to attract and retain his services and to provide incentive linked to the performance of the Company.

The Performance Rights which are proposed to be issued to Mr Barker only vest if certain milestones relating to the development of the Company's projects and Share price are achieved on or before 1 May 2015. Given the speculative nature of the Company's activities and the relatively small management team responsible for its running, it is considered the performance of Mr Barker and the performance and value of the Company are closely related. As such, the Performance Rights only vest and are, therefore, only of benefit to Mr Barker, if the Company performs to a level whereby the milestones are achieved.

If the relevant milestone related to a particular class of the Performance Rights is not achieved on or before 1 May 2015, the relevant class or classes of Performance Rights will lapse and be of no benefit to Mr Barker.

Listing Rule 10.11 requires Shareholder approval for the proposed issue of the Performance Rights. Listing Rule 10.11 provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company to a related party. As Mr Barker is a related party of the Company and none of the exceptions contained in Listing Rule 10.12 apply, Shareholder approval is required in accordance with Listing Rule 10.11.

Shareholder approval is sought under Listing Rule 10.11 and, consequently, approval under Listing Rule 7.1 is not required.

Resolution 4 is an ordinary resolution.

6.2 SPECIFIC INFORMATION REQUIRED BY LISTING RULE 10.13

For the purposes of Shareholder approval of the issue of the Performance Rights to Mr Barker and the requirements of Listing Rule 10.13, the following information is provided:

(a) The maximum number of securities the Company can issue under Resolution 4 is 4,000,000, comprising:
(i) 1,000,000 IGP 2P Reserves Rights;
(ii) 1,000,000 IGP GSA Rights;
(iii) 1,000,000 IGP FID Rights; and
(iv) 1,000,000 Premium Market Rights.
(b) The Company will grant the Performance Rights, the subject of Resolution 4, no later than 1 month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).
(c) The Performance Rights will be issued for nil consideration.
(d) The Performance Rights will be issued to Mr Barker (or his nominees) in four classes:

Performance Rights Class	Number	Vesting Condition	Expiry Date
IGP 2P Reserves Rights	1,000,000	Independent Expert certifies discoveries of at least 500 bcf 2P resource of gas from the Ibhubesi Gas Project	1 May 2015
IGP GSA Rights	1,000,000	entry into an agreement for the sale of natural gas produced from the Ibhubesi Gas Project	1 May 2015
IGP FID Rights	1,000,000	securing finance to support a Financial Investment Decision to develop the Ibhubesi Gas Project	1 May 2015
Premium Market Rights	1,000,000	The price of Shares on ASX exceeding A$1.00	1 May 2015

Refer to Schedule 2 for further terms and conditions of the Performance Rights.

(e) Shares issued upon conversion of the Performance Rights will be issued on a one for one basis and shall rank equally in all respects with the Company's existing Shares.
(f) A voting exclusion statement is included in the Notice.
(g) No funds will be raised from the grant of the Performance Rights, as they are being issued as an incentive component of Mr Barker's remuneration package.

6.3 Section 208 of Corporations Act

In accordance with section 208 of the Corporations Act, to give a financial benefit to a related party, the Company must obtain Shareholder approval unless the giving of the financial benefit falls within an exception in sections 210 to 216 of the Corporations Act.

Mr Barker is a related party of the Company.

The Board (other than Mr Barker) has formed the view that Shareholder approval under section 208 of the Corporations Act is not required for the proposed issue of the Performance Rights, as the exception in section 211 of the Corporations Act applies. The Performance Rights are considered to be reasonable remuneration for the purposes of section 211 of the Corporations Act.

7. RESOLUTION 5 – APPROVAL OF GRANT OF PERFORMANCE RIGHTS TO MR ANDREW LEIBOVITCH

7.1 BACKGROUND

Resolution 5 seeks Shareholder approval, pursuant to Listing Rule 10.11, for the issue of Performance Rights to Mr Andrew Leibovitch (or his nominees), which form part of the

incentive component of his consultancy contract as an Executive Director of the Company.

Mr Leibovitch commenced as an Executive Director on 17 May 2011. Andrew is a Chartered Accountant from the United Kingdom and has more than 20 years’ experience in corporate finance and the resources industry. He has experience in strategic planning, business development, acquisitions and mergers, gas commercialisation, project development and general management. Prior to joining the Company, Mr Leibovitch was running his own energy consultancy business.

Through running his own energy advisory business, Mr Leibovitch has had significant involvement in several Australian CBM and unconventional gas projects, including advising Origin Energy Limited, Arrow Energy Limited and LNG Ltd.

Mr Leibovitch has performed general management roles at Woodside Petroleum Limited, Western Mining Corporation Limited and Coopers & Lybrand. Mr Leibovitch is currently a non-executive director of Transerv Energy Limited.

Mr Leibovitch receives cash remuneration of A$277,500 (inclusive of superannuation).

This proposed grant of Performance Rights to Mr Leibovitch was agreed by resolution of the Board of the Company on 30 April 2013. The closing price of Shares on the last trading day prior to the date of this agreement was A$0.335.

As noted in Section 6.1, the Company has limited funds, most of which are allocated to specific exploration and development activities. The Board has chosen to issue Performance Rights to Mr Leibovitch as a key component of his remuneration in order to attract and retain his services and to provide incentive linked to the performance of the Company.

The Performance Rights which are proposed to be issued to Mr Leibovitch only vest if certain milestones relating to the development of the Company's projects and Share price are achieved on or before 1 May 2015. Given the speculative nature of the Company's activities and the relatively small management team responsible for its running, it is considered the performance of Mr Leibovitch and the performance and value of the Company are closely related. As such, the Performance Rights only vest and are, therefore, only of benefit to Mr Leibovitch, if the Company performs to a level whereby the milestones are achieved.

Listing Rule 10.11 requires Shareholder approval for the proposed issue of the Performance Rights. Listing Rule 10.11 provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company to a related party. As Mr Leibovitch is a related party of the Company and none of the exceptions contained in Listing Rule 10.12 apply, Shareholder approval is required in accordance with Listing Rule 10.11.

Shareholder approval is sought under Listing Rule 10.11 and, consequently, approval under Listing Rule 7.1 is not required.

Resolution 5 is an ordinary resolution.

7.2 SPECIFIC INFORMATION REQUIRED BY LISTING RULE 10.13

For the purposes of Shareholder approval of the issue of the Performance Rights to Mr Leibovitch and the requirements of Listing Rule 10.13, the following information is provided:

(a) The maximum number of securities the Company can issue under Resolution 5 is 2,000,000, comprising:
(i) 500,000 IGP 2P Reserves Rights;
(ii) 500,000 IGP GSA Rights;
(iii) 500,000 IGP FID Rights; and
(iv) 500,000 Premium Market Rights.
(b) The Company will grant the Performance Rights no later than 1 month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).
(c)
The Performance Rights will be issued for nil consideration.
(d) The Performance Rights will be issued to Mr Leibovitch (or his nominees) in four classes:

Performance Rights Class	Number	Vesting Condition	Expiry Date
IGP 2P Reserves Rights	500,000	Independent Expert certifies discoveries of at least 500 bcf 2P resource of gas from the Ibhubesi Gas Project	1 May 2015
IGP GSA Rights	500,000	entry into an agreement for the sale of natural gas produced from the Ibhubesi Gas Project	1 May 2015
IGP FID Rights	500,000	securing finance to support a Financial Investment Decision to develop the Ibhubesi Gas Project	1 May 2015
Premium Market Rights	500,000	The price of Shares on ASX exceeding A$1.00	1 May 2015

Refer to Schedule 2 for further terms and conditions of the Performance Rights.

(e) Shares issued upon conversion of the Performance Rights will be issued on a one for one basis and shall rank equally in all respects with the Company's existing Shares.
(f) A voting exclusion statement is included in the Notice.

(g) No funds will be raised from the grant of the Performance Rights, as they are being issued as an incentive component of Mr Leibovitch's remuneration package.

7.3 Section 208 of Corporations Act

Mr Leibovitch is a related party of the Company.

The Board (other than Mr Leibovitch) has formed the view that Shareholder approval under section 208 of the Corporations Act is not required for the proposed issue of the Performance Rights, as the exception in section 211 of the Corporations Act applies. The Performance Rights are considered to be reasonable remuneration for the purposes of section 211 of the Corporations Act.

8. RESOLUTION 6 – APPROVAL OF GRANT OF PERFORMANCE RIGHTS TO MR KERWIN RANA

8.1 BACKGROUND

Resolution 6 seeks Shareholder approval, pursuant to Listing Rule 10.11, for the issue of Performance Rights to Mr Kerwin Rana (or his nominees), which form part of the incentive component of his consultancy contract as Executive Chairman of the Company.

Mr Rana commenced as Non-Executive Chairman on 12 October 2011 and became the Executive Chairman of the Company on 1 January 2013. Mr Rana graduated from the University of Natal in 1995 with a Bachelor of Science (Chemical Engineering) degree and is a registered professional engineer, Pr.Eng., with the Engineering Council of South Africa. He has more than 15 years of mining industry experience, gained through various executive and managerial roles including being the Head of New Business for the De Beers Group in South Africa and the General Manager of De Beers’ Kimberley Mines. As General Manager of Kimberley Mines, Kerwin developed and implemented a turnaround strategy that returned the lossmaking mine to profitability, extended the life of mine and forecasted the generation of at least ZAR1 billion in cash flows over its remaining life.

Mr Rana is Managing Director and a shareholder of Umbono, and is primarily responsible for its energy and bulk commodity business. Mr Rana also acts as Umbono's Government Relations executive with key relationships across the different spheres of the relevant Government Regulators.

Mr Rana is non ‐ executive director of the South African Diamond and Precious Metals Regulator and an active member of the South African Institute of Directors.

Mr Rana receives cash remuneration of A$250,000.

This proposed grant of Performance Rights to Mr Rana was agreed by resolution of the Board of the Company on 30 April 2013. The closing price of Shares on the last trading day prior to the date of this agreement was A$0.335.

As noted in Sections 6.1 and 7.1, the Company has limited funds, most of which are allocated to specific exploration and development activities. The Board has chosen to issue Performance Rights to Mr Rana as a key component of his remuneration in order

to attract and retain his services and to provide incentive linked to the performance of the Company.

The Performance Rights which are proposed to be issued to Mr Rana only vest if certain milestones relating to the development of the Company's projects and Share price are achieved on or before 1 May 2015. Given the speculative nature of the Company's activities and the relatively small management team responsible for its running, it is considered the performance of Mr Rana and the performance and value of the Company are closely related. As such, the Performance Rights only vest and are, therefore, only of benefit to Mr Rana, if the Company performs to a level whereby the milestones are achieved.

Listing Rule 10.11 requires Shareholder approval for the proposed issue of the Performance Rights. Listing Rule 10.11 provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company to a related party. As Mr Rana is a related party of the Company and none of the exceptions contained in Listing Rule 10.12 apply, Shareholder approval is required in accordance with Listing Rule 10.11.

Shareholder approval is sought under Listing Rule 10.11 and, consequently, approval under Listing Rule 7.1 is not required.

Resolution 6 is an ordinary resolution.

8.2 SPECIFIC INFORMATION REQUIRED BY LISTING RULE 10.13

For the purposes of Shareholder approval of the issue of the Performance Rights to Mr Rana and the requirements of Listing Rule 10.13, the following information is provided:

(a) The maximum number of securities the Company can issue under Resolution 6 is 2,000,000, comprising
(i) 500,000 IGP 2P Reserves Rights;
(ii) 500,000 IGP GSA Rights;
(iii) 500,000 IGP FID Rights; and
(iv) 500,000 Premium Market Rights.
(b) The Company will grant the Performance Rights no later than 1 month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).
(c)
The Performance Rights will be issued for nil consideration.
(d) The Performance Rights will be issued to Mr Rana (or his nominees) in four classes:

Performance Rights Class	Number	Vesting Condition	Expiry Date
IGP 2P Reserves Rights	500,000	Independent Expert certifies discoveries of at least 500 bcf 2P resource of gas from the Ibhubesi Gas Project	1 May 2015
IGP GSA Rights	500,000	entry into an agreement for the sale of natural gas produced from the Ibhubesi Gas Project	1 May 2015
IGP FID Rights	500,000	securing finance to support a Financial Investment Decision to develop the Ibhubesi Gas Project	1 May 2015
Premium Market Rights	500,000	The price of Shares on ASX exceeding A$1.00	1 May 2015

Refer to Schedule 2 for further terms and conditions of the Performance Rights.

(e) Shares issued upon conversion of the Performance Rights will be issued on a one for one basis and shall rank equally in all respects with the Company's existing Shares.
(f) A voting exclusion statement is included in the Notice.
(g) No funds will be raised from the grant of the Performance Rights, as they are being issued as an incentive component of Mr Rana's remuneration package.

8.3 Section 208 of Corporations Act

Mr Rana is a related party of the Company.

The Board (other than Mr Rana) has formed the view that Shareholder approval under section 208 of the Corporations Act is not required for the proposed issue of the Performance Rights, as the exception in section 211 of the Corporations Act applies. The Performance Rights are considered to be reasonable remuneration for the purposes of section 211 of the Corporations Act.

9. RESOLUTION 7 – APPROVAL OF GRANT OF PERFORMANCE RIGHTS TO MR MARCUS GRACEY

9.1 BACKGROUND

Resolution 7 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of Performance Rights to Mr Marcus Gracey (or his nominees), which form part of the incentive component of his appointment as a Non-Executive Director of the Company.

Mr Gracey commenced as a Non-Executive Director on 17 May 2011. Mr Gracey is a corporate lawyer with extensive international experience gained across various markets, including energy. His expertise and experience is backed by a strong set of academic and professional credentials which include a Bachelor of Economics, Bachelor of Laws, Master of Laws (Intellectual Property) and an Executive Master of Business Administration.

Having also completed the AICD International Company Directors Course and a graduate diploma in Company Secretarial Practice, Mr Gracey has developed a strong skill set built around risk management, strategy and compliance.

Mr Gracey was previously a Director of Torrens Energy Limited and is presently the Commercial & Legal Manager of New Standard Energy Limited, focussed upon exploring, developing and commercialising unconventional hydrocarbon plays located predominantly in Western Australia

Mr Gracey receives cash remuneration of A$54,500 (inclusive of superannuation).

This proposed grant of Performance Rights to Mr Gracey was agreed by resolution of the Board of the Company on 30 April 2013. The closing price of Shares on the last trading day prior to the date of this announcement was A$0.335.

As noted in Sections 5.1, 6.1 and 7.1, the Company has limited funds, most of which are allocated to specific exploration and development activities. The Board has chosen to issue Performance Rights to Mr Gracey as a key component of his remuneration in order to attract and retain his services and to provide incentive linked to the performance of the Company.

The Performance Rights which are proposed to be issued to Mr Gracey only vest if certain milestones relating to the development of the Company's projects and Share price are achieved on or before 1 May 2015. Given the speculative nature of the Company's activities and the relatively small management team responsible for its running, it is considered the performance of Mr Gracey and the performance and value of the Company are closely related. As such, the Performance Rights only vest and are, therefore, only of benefit to Mr Gracey, if the Company performs to a level whereby the milestones are achieved.

Listing Rule 10.11 requires Shareholder approval for the proposed issue of the Performance Rights. Listing Rule 10.11 provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company to a related party. As Mr Gracey is a related party of the Company and none of the exceptions contained in Listing Rule 10.12 apply, Shareholder approval is required in accordance with Listing Rule 10.11.

Shareholder approval is sought under Listing Rule 10.11 and, consequently, approval under Listing Rule 7.1 is not required.

Resolution 7 is an ordinary resolution.

9.2 SPECIFIC INFORMATION REQUIRED BY LISTING RULE 10.13

For the purposes of Shareholder approval of the issue of the Performance Rights to Mr Gracey and the requirements of Listing Rule 10.13, the following information is provided:

(a) The maximum number of securities the Company can issue under Resolution 7 is 400,000, comprising:
(i) 100,000 IGP 2P Reserves Rights;
(ii) 100,000 IGP GSA Rights;
(iii) 100,000 IGP FID Rights; and
(iv) 100,000 Premium Market Rights.
(b) The Company will grant the Performance Rights no later than 1 month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).
(c)
The Performance Rights will be issued for nil consideration.
(d) The Performance Rights will be issued to Mr Gracey (or his nominees) in four classes:

Performance Rights Class	Number	Vesting Condition	Expiry Date
IGP 2P Reserves Rights	100,000	Independent Expert certifies discoveries of at least 500 bcf 2P resource of gas from the Ibhubesi Gas Project	1 May 2015
IGP GSA Rights	100,000	entry into an agreement for the sale of natural gas produced from the Ibhubesi Gas Project	1 May 2015
IGP FID Rights	100,000	securing finance to support a Financial Investment Decision to develop the Ibhubesi Gas Project	1 May 2015
Premium Market Rights	100,000	The price of Shares on ASX exceeding A$1.00	1 May 2015

Refer to Schedule 2 for further terms and conditions of the Performance Rights.

(e) Shares issued upon conversion of the Performance Rights will be issued on a one for one basis and shall rank equally in all respects with the Company's existing Shares.
(f) A voting exclusion statement is included in the Notice.
(g) No funds will be raised from the grant of the Performance Rights, as they are being issued as an incentive component of Mr Gracey's remuneration package.

9.3 Section 208 of Corporations Act

Mr Gracey is a related party of the Company.

The Board (other than Mr Gracey) has formed the view that Shareholder approval under section 208 of the Corporations Act is not required for the proposed issue of the Performance Rights, as the exception in section 211 of the Corporations Act applies. The Performance Rights are considered to be reasonable remuneration for the purposes of section 211 of the Corporations Act.

10. RESOLUTION 8 – APPROVAL OF GRANT OF EMPLOYEE SECURITIES TO EMPLOYEES AND CONSULTANT

10.1 General

Resolution 8 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of an aggregate total of 7,675,000 Employee Securities to employees of, and consultants to, the Company (or their respective nominees) in recognition of their efforts to date and/or their commitment to employment or consultancy and/or their retention as employees or consultants and as an incentive going forward to promote the success of the Company.

10.2 Listing Rule 7.1

The effect of Resolution 8 will be to allow the Directors to issue the Employee Securities during the period of three months after the Meeting (or a longer period if allowed by ASX) without using the Company’s 15% placement capacity under Listing Rule 7.1. Resolution 8 is an ordinary resolution.

10.3 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the approval of the issue of the Employee Securities:

(a) The maximum number of Employee Securities to be issued is 7,475,000, comprising:
(i) 600,000 Retention Rights;
(ii) 3,000,000 Performance Rights;
(iii) 1,875,000 Retention Options; and
(iv) 2,000,000 Performance Options.

The total number of Employee Securities categorised above are further subdivided into different categories according to certain occurrences or milestones as set out in the Tables following and further enunciated in the Definitions Section 12 of this Explanatory Memorandum.

(b) The Company will issue and allot the Employee Securities no later than three months after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).
(c) Each Employee Security will be granted and issued for nil consideration.
(d) The Employee Securities will be issued to the following Eligible Employees of the Company and on the following terms:

Employee Name: Nathan Rayner (Chief Technical Officer)	Employee Name: Nathan Rayner (Chief Technical Officer)	Employee Name: Nathan Rayner (Chief Technical Officer)	Employee Name: Nathan Rayner (Chief Technical Officer)
		Retention Rights
Rights Class	Number	Vesting Condition	Expiry Date (if vesting condition not satisfied)

Tranche 1 Retention Rights	100,000	completion of one year of continuous employment/consultancy with the Company	1 May 2014
Tranche 2 Retention Rights	100,000	completion of two years of continuous employment/consultancy with the Company	1 May 2015
		Performance Rights
Performance Rights Class	Number	Vesting Condition	Expiry Date (if vesting condition not satisfied)


IGP 1P Reserves Rights	375,000	Independent Expert certifies discoveries of at least 300 bcf 1P resource of gas from the Ibhubesi Gas Project	1 May 2015
IGP GSA Rights	375,000	Entry by the Company into an agreement for the sale of natural gas produced from the Ibhubesi Gas Project	1 May 2015
IGP FID Rights	375,000	The Company securing finance to support a Financial Investment Decision to develop the Ibhubesi Gas Project	1 May 2015
Premium Market Rights	375,000	The price of Shares of the Company on ASX exceeding A$1.00	1 May 2015
CBM 3C Resource 500 bcf Rights	250,000	Independent Expert certifies discoveries of at least 500 bcf 3C resource of gas from any coal bed methane permitted or licensed areas held by the Company	1 May 2015
CBM 3C Resources 1 Tcf Rights	250,000	Independent Expert certifies discoveries of at least 1 Tcf 3C resource of gas from any coal bed methane permitted or licensed areas held by the Company	1 May 2015

Performance Rights Class	Number	Vesting Condition	Expiry Date (if vesting condition not satisfied)


CBM Pilot Rights	250,000	Commissioning of a coal bed methane pilot project at any coal bed methane permitted or licensed areas held by the Company	1 May 2015
CBM GSA/FID Rights	250,000	The earlier of the Company: (i) alone or under joint venture participation securing adequate debt, debt and equity, or equity financing to enable a Financial Investment Decision to develop a coal bed methane permitted or licensed area held by the Company as a commercial production project either alone or under a joint venture participation or a significant commercialisation event including, but not limited to, a farm-in or asset sale; and (ii) the Company entering into a sale agreement for the sale of natural gas produced from any coal bed methane permitted or licensed areas held by the Company	1 May 2015

Employee Name: Carla Mackay (Chief Financial Officer)	Employee Name: Carla Mackay (Chief Financial Officer)	Employee Name: Carla Mackay (Chief Financial Officer)	Employee Name: Carla Mackay (Chief Financial Officer)	Employee Name: Carla Mackay (Chief Financial Officer)	Employee Name: Carla Mackay (Chief Financial Officer)	Employee Name: Carla Mackay (Chief Financial Officer)
		Retention Options
Options Class	Number	Vesting Date	Exercise Price		Expiry Date

Tranche 1 Retention Options	250,000	1 February 2014	A$0.20		31 December 2015
Tranche 2 Retention Options	250,000	1 February 2015	A$0.20		31 December 2015
		Performance Options
Options Class	Number	Vesting Condition		Exercise Price		Expiry Date

GSA Options	500,000	Upon the Company entering into an agreement for the sale of natural gas produced from any petroleum permitted or licensed area held by the Company		A$0.25		31 December 2015
IGP FID Options	500,000	The Company either alone or under a joint venture participation, securing adequate debt, debt and equity, or equity funding to support a Financial Investment Decision to develop the Ibhubesi Gas Project either alone or under a joint venture participation as a commercialised production project or a significant commercialisation event including, but not limited to, a farm-in or asset sale		A$0.25		31 December 2015

Employee Name: Sundil Ramluggan (Operation Manager (South Africa))	Employee Name: Sundil Ramluggan (Operation Manager (South Africa))	Employee Name: Sundil Ramluggan (Operation Manager (South Africa))	Employee Name: Sundil Ramluggan (Operation Manager (South Africa))	Employee Name: Sundil Ramluggan (Operation Manager (South Africa))	Employee Name: Sundil Ramluggan (Operation Manager (South Africa))	Employee Name: Sundil Ramluggan (Operation Manager (South Africa))
		Retention Options
Options Class	Number	Vesting Date	Exercise Price		Expiry Date

Tranche 1 Retention Options	250,000	1 July 2012	A$0.25		31 December 2015
Tranche 2 Retention Options	250,000	1 January 2013	A$0.25		31 December 2015
Tranche 3 Retention Options	250,000	1 July 2013	A$0.25		31 December 2015
Tranche 4 Retention Options	250,000	1 January 2014	A$0.25		31 December 2015
		Performance Options
Options Class	Number	Vesting Condition		Exercise Price		Expiry Date

CBM 3C Resource 500 bcf Options	500,000	Independent Expert certifies discoveries of at least 500 bcf 3C resource of gas from any coal bed methane permitted or licensed areas held by the Company		A$0.25		31 December 2015
CBM 3C Resource 1 Tcf Options	500,000	Independent Expert certifies discoveries of at least 1 Tcf 3C resource of gas from any coal bed methane permitted or licensed areas held by the Company		A$0.30		31 December 2015

Employee Name: Mark Balfour (General Counsel and Company Secretary)	Employee Name: Mark Balfour (General Counsel and Company Secretary)	Employee Name: Mark Balfour (General Counsel and Company Secretary)	Employee Name: Mark Balfour (General Counsel and Company Secretary)
		Retention Rights
Rights Class	Number	Vesting Condition	Lapse Date (if vesting condition not satisfied)

Tranche 1 Retention Rights	100,000	completion of six months' continuous employment/consultancy with the Company	1 November 2013
Tranche 2 Retention Rights	100,000	completion of one years' continuous employment/consultancy with the Company	1 May 2015
Tranche 3 Retention Rights	100,000	completion of eighteen months' continuous employment/consultancy with the Company	1 May 2015
Tranche 4 Retention Rights	100,000	completion of two years' continuous employment/consultancy with the Company	1 May 2015

Employee Name: Sophie Raven (Company Secretary)	Employee Name: Sophie Raven (Company Secretary)	Employee Name: Sophie Raven (Company Secretary)	Employee Name: Sophie Raven (Company Secretary)	Employee Name: Sophie Raven (Company Secretary)
		Retention Options
Options Class	Number	Vesting Date	Exercise Price	Expiry Date

Tranche 1 Retention Options	187,500	1 October 2012	A$0.20	1 May 2015
Tranche 2 Retention Options	187,500	1 May 2013	A$0.20	1 May 2015

Consultant Name: Sakhile Ngcobo (Regulatory Consultant)	Consultant Name: Sakhile Ngcobo (Regulatory Consultant)	Consultant Name: Sakhile Ngcobo (Regulatory Consultant)	Consultant Name: Sakhile Ngcobo (Regulatory Consultant)
	Performance Rights
Performance Rights Class	Number	Vesting Condition	Lapse Date (if vesting condition not satisfied)


Section 11 Approval Rights	375,000	Approval by Minister of Mines and Energy for the Republic of South Africa of the transfer of participating interest in Offshore Block 2A through transfer of the entire issued capital of Forest Exploration International (South Africa) (Pty) Ltd from Forest Oil Corporation to Sunbird Energy (Ibhubesi) Pty Ltd pursuant to Section 11 of the MPRDA.	1 May 2015
IGP GSA Rights	375,000	Entry by the Company into an agreement for the sale of natural gas produced from the Ibhubesi Gas Project	1 May 2015

(e) In addition to the terms set out in Section 10.3, each of the Retention Rights, the Performance Rights, the Retention Options and the Performance Options are subject to the additional terms and conditions set out in Schedule 2, Schedule 3 and Schedule 4, as applicable.
(f) As the Employee Securities are being issued for nil consideration, no funds will be raised from the issue of the Employee Securities.
(g) The issue of the Employee Securities is expected to occur on or about 31 July 2013 and, in any event, will not occur later than the date which is three months after the Meeting (or such longer period (if any) allowed by ASX).
(h) A voting exclusion statement is included in the Notice.

11. RESOLUTION 9 – SECTION 195 APPROVAL

Section 195 of the Corporations Act essentially provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a "material personal interest" are being considered.

All of the Directors may have a material personal interest in the outcome of Resolutions 4 to 7 (inclusive). In the absence of this Resolution 9, the Directors may not be able to form a quorum at directors meetings necessary to carry out the terms of Resolutions 4 to 7 (inclusive).

Accordingly, the Directors have exercised their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve.

The Chairman intends to vote undirected proxies in favour of Resolution 9.

12. DEFINITIONS

In this Explanatory Memorandum and Notice:

1P means an equivalent to Proved Reserves of Gas-in-place discovered.

2P means the sum of Proved Reserves plus Probable Reserves of Gas-in-place discovered.

3C means a classification at the lower end of the range of uncertainty for Contingent Resources of Gas-in-place discovered.

Argonaut means Argonaut Limited ABN 33 109 326 418 and any of its controlled entities.

ASX means Australian Securities Exchange trading as ASX Limited.

AWST means Australian Western Standard Time, being the time in Perth, Western Australia

bcf means billion cubic feet of natural gas.

Board means the board of Directors.

CBM 3C Resource 1 Tcf Rights means Performance Rights which vest if an Independent Expert certifies discoveries of at least 1 Tcf 3C resources of gas from any coal bed methane permitted or licensed areas held by the Company.

CBM 3C Resource 500 bcf Rights means Performance Rights which vest if an Independent Expert certifies discoveries of at least 500 bcf 3C resources of gas from any coal bed methane permitted or licensed areas held by the Company.

CBM 3C Resource 1 Tcf Options means Performance Options which vest if an Independent Expert certifies discoveries of at least 1 Tcf 3C resources of gas from any coal bed methane permitted or licensed areas held by the Company.

CBM 3C Resource 500 bcf Options means Performance Options which vest if an Independent Expert certifies discoveries of at least 500 bcf 3C resources of gas from any coal bed methane permitted or licensed areas held by the Company.

CBM GSA/FID Rights means Performance Rights which vest upon the earlier of (i) alone or under joint venture participation securing adequate debt, debt and equity, or equity financing to enable a Financial Investment Decision to develop a coal bed methane permitted or licensed area held by the Company as a commercial production project either alone or under a joint venture participation or a significant commercialisation event including, but not limited to, a farm-in or asset sale; and (ii) the Company entering into a sale agreement for the sale of natural gas produced from any coal bed methane permitted or licensed areas held by the Company.

CBM Pilot Rights means Performance Rights which vest upon the commissioning of a coal bed methane pilot project at any coal bed methane permitted or licensed areas held by the Company.

Company means Sunbird Energy Limited ACN 150 956 773 and where the context permits a related entity of Sunbird Energy Limited within the meaning prescribed by the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company, and Directors means the directors of the Company.

Dollar or A$ means Australian dollar.

Eligible Employee means:

(a) a full-time or permanent or part-time employee of, or consultant to, the Company;
(b) a director or secretary of the Company; or
(c) any other person who is determined by the Board to be an Eligible Employee.

Employee Securities means an aggregate total of 7,475,000 securities comprising 600,000 Retention Rights, 3,000,000 Performance Rights, 1,875,000 Retention Options and 2,000,000 Performance Options to be issued to Eligible Employees of the Company in accordance with Resolution 8.

Expiry Date in the case of Rights, means the date on which the Right lapses and, in the case of Options, means the date on which the Option expires.

Explanatory Memorandum means the explanatory memorandum to the Notice.

Financial Investment Decision means a Resolution by the Board (and the Board of Directors or authorised representative/s of any Joint Venturer (if required)) to proceed with the commercial development of a project or project area after regard and consideration being had of all normal and usual investment criteria.

General Meeting or Meeting has the meaning given in the introductory paragraph of the Notice.

GSA Options means Performance Options which have the terms set out in Section 10.3 and on the additional terms and conditions set out in Schedule 4.

Incentive Options means the Tranche 1 Incentive Options, Tranche 2 Incentive Options and Tranche 3 Incentive Options.

Ibhubesi Gas Project means the Company's Ibhubesi off-shore oil and gas project, comprising Production Right Block 2A, located off the coast of Northern Cape Province, South Africa.

IGP 1P Reserves Rights means Performance Rights which vest if an Independent Expert certifies discoveries of at least 300 bcf 1P resource of gas from the Ibhubesi Gas Project.

IGP 2P Reserves Rights means Performance Rights, which vest if an Independent Expert certifies discoveries of at least 500 bcf 2P resource of gas from the Ibhubesi Gas Project on or before 1 May 2015, and otherwise on the terms and conditions set out in Schedule 2.

IGP FID Rights means Performance Rights, which vest if the Company, either alone or under joint venture participation, secures adequate debt, debt and equity, or equity funding on terms acceptable to the Company to support a Financial Investment Decision to develop the Ibhubesi Gas Project either alone or under a joint venture

participation as a commercialised production project or a significant commercialisation event including, but not limited to, a farm-in or asset sale, on or before 1 May 2015.

IGP FID Options means Performance Options which have the terms set out in Section 10.3 and on the additional terms and conditions set out in Schedule 4.

IGP GSA Rights means Performance Rights which vest if the Company enters into an agreement for the sale of natural gas produced from the Ibhubesi Gas Project on or before 1 May 2015.

Independent Expert means an independent and duly qualified consultant who regularly prepares independent resource estimates in relation to oil and gas.

IPO means initial public offering.

Listing Rules means the Listing Rules of ASX.

Mandate has the meaning given in Section 4.1.

Mopane CBM Project means the Company's Mopane coal bed methane project, located in the Limpopo Province of South Africa.

MPRDA means the Mineral and Petroleum Resources Development Act of South Africa.

Notice means this notice of meeting.

Performance Options means a right to subscribe for one Share on the terms and conditions set out in Section 10.3 and on the additional terms and conditions set out in Schedule 4.

Performance Rights means any of IGP 2P Reserve Rights, IGP GSA Rights, IGP FID Rights, Market Premium Rights, IGP 1P Reserves Rights, CBM 3C Resource 500 bcf Rights, CBM 3C Resource 1 Tcf Rights, CBM Pilot Rights and CBM GSA/FID Rights, as required.

Placement has the meaning given in Section 3.1.

Placement Shares means 12,500,000 Shares issued pursuant to the Placement.

Premium Market Rights means Performance Rights, which vest upon the sale of Shares on ASX at a price exceeding A$1.00 on or before 1 May 2015.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in this Notice.

Retention Options means a right to subscribe for one Share on the terms and conditions set out in Section 10.3 and on the additional terms and conditions set out in Schedule 4.

Retention Rights means a right to subscribe for one Share on the terms and conditions set out in Section 10.3 and on the additional terms and conditions set out in Schedule 3.

Rights means Performance Rights and/or Retention Rights as required.

Schedule means a Schedule to this Notice.

Section means a section of the Explanatory Memorandum.

Section 11 Approval Rights means Performance Rights which vest upon approval by the Minister of Mines and Energy for the Republic of South Africa of the transfer of participating interest in Offshore Block 2A through transfer of the entire issued capital of Forest Exploration International (South Africa) (Pty) Ltd from Forest Oil Corporation to Sunbird Energy (Ibhubesi) Pty Ltd pursuant to Section of the MPRDA

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

Shareholder means a shareholder of the Company.

Tcf means trillion cubic feet of natural gas.

Tranche 1 Incentive Options means an option to subscribe for a Share on the terms and conditions set out in Section 4.3(i) and Schedule 1.

Tranche 2 Incentive Options means an option to subscribe for a Share on the terms and conditions set out in Section 5.1(a) and Schedule 1.

Tranche 3 Incentive Options means an option to subscribe for a Share on the terms and conditions set out in Section 5.1(b) and Schedule 1.

ZAR means South African Rand, the lawful currency of the Republic of South Africa.

Schedule 1 – Terms and Conditions of Incentive Options

1. Entitlement

Each Incentive Option entitles the holder to subscribe for one Share upon exercise of each Incentive Option.

2. Exercise Price and Expiry Date

The Incentive Options are exercisable at the Exercise Price. The Incentive Options will expire on 22 May 2016.

3. Vesting Conditions

(a) If the Incentive Option is subject to Vesting Conditions, the provisions of this Clause 3 shall apply.
(b) The Board, in its sole discretion, will determine if the Vesting Conditions are satisfied during the Test Period.
(c) If the Board determines that the Vesting Conditions have been satisfied during the Test Period, the Board shall notify the holder of Incentive Options, in writing, that the Incentive Options have vested.
(d) If the Vesting Conditions are not satisfied by the Expiry Date, then the Board shall notify the holder of the Incentive Options that the Incentive Options have lapsed.

4. Notice of Exercise

Subject to the satisfaction of the Vesting Conditions (if any), the Incentive Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price for each Incentive Option being exercised. Any Notice of Exercise of an Incentive Option received by the Company will be deemed to be a notice of the exercise of that Incentive Option as at the date of receipt.

5. Shares issued on exercise

Shares issued on exercise of the Incentive Options rank equally with the then Shares of the Company.

6. Quotation of Shares on exercise

Application will be made by the Company to ASX for quotation of the Shares (provided the Company is admitted to the Official List) issued upon the exercise of the Incentive Options.

7. Timing of issue of Shares

After an Incentive Option is validly exercised, the Company must, as soon as possible following receipt of the Notice of Exercise and receipt of cleared funds equal to the sum payable on the exercise of the Incentive Option:

(a) issue and allot the Share; and
(b) do all such acts matters and things to obtain the grant of official quotation of the Share on ASX (provided the Company is admitted to the Official List) no later than 5 Business Days after issuing the Share.

8. Participation in new issues

There are no participation rights or entitlements inherent in the Incentive Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Incentive Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten business days after the issue is announced. This will give the holders of Incentive Options the opportunity to exercise their Incentive Options prior to the date for determining entitlements to participate in any such issue.

9. Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

(a) the number of Shares which must be issued on the exercise of an Incentive Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Incentive Option before the record date for the bonus issue; and
(b) no change will be made to the Exercise Price.

10. Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Incentive Option will be reduced according to the following formula:

==> picture [206 x 30] intentionally omitted <==

O = the old Exercise Price of the Incentive Option.

the number of underlying Shares into which one Incentive Option is exercisable. average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
the subscription price of a Share under the pro rata issue.
D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
N = the number of Shares with rights or entitlements that must be held to receive a right to one new Share.

11. Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the holder of Incentive Options may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

12. Quotation of Incentive Options

No application for quotation of the Incentive Options will be made by the Company.

13. Incentive Options transferable

The Incentive Options are transferable provided that the transfer of the Incentive Options complies with section 707(3) of the Corporations Act.

14. Lodgement Instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for shares on exercise of the Incentive Options with the appropriate remittance should be lodged at the Company's share registry.

15. Definitions

In these terms and conditions:

ASX means Australian Securities Exchange.

Board means the Board of Directors of the Company from time to time.

Business Day has the same meaning as in the Listing Rules.

Company means Sunbird Energy Limited, ACN 150 956 773.

Exercise Price means:

(a) in the case of the Tranche 1 Incentive Options, $0.50 each;
(b) in the case of the Tranche 2 Incentive Options, a price of at least $0.50; and
(c) in the case of the Tranche 3 Incentive Options, an exercise price of $1.25.

Incentive Option means an option to acquire a Share on the Terms and Conditions.

Offer Letter means an offer letter from the Company in respect of the offer of Incentive Options.

Share means a fully paid ordinary share in the Company.

Shareholder means a holder of Shares from time to time.

Shareholder Resolution means a resolution of Shareholders at a general meeting of the Company.

Terms and Conditions means the terms and conditions of the Incentive Option as provided in this document and any additional terms and conditions set out in a Shareholder Resolution (including explanatory materials) relevant to the grant of the Incentive Option.

Test Period means the period during which the Vesting Conditions are to be measured to determine whether the Incentive Option becomes vested.

Vesting Conditions means the vesting conditions detailed in the Offer Letter or a Shareholder Resolution relevant to the grant of an Incentive Option.

VWAP means volume-weighted average price.

Schedule 2 – Terms and Conditions of Performance Rights

1. Eligibility

The Participant is an Eligible Employee.

2. Issue Price

Each Right shall be granted to the Participant for nil cash consideration.

3. Terms of the Rights

(a) The Rights will not be listed on any stock exchange.
(b) A Participant has no legal or equitable interest in a Share by virtue of acquiring a Right. A Participant's rights in relation to any grant of Rights are purely personal and contractual.
(c) A Participant must not sell, transfer, mortgage, charge or otherwise deal with or encumber any Rights except with the prior approval of the Board.

4. Exercise Price

The exercise price of a Right shall be nil ( Exercise Price ).

5. Vesting Conditions

(a) If the Right is subject to Vesting Conditions, the provisions of this clause 5 shall apply
(b) The Board, in its sole discretion, will determine if the Vesting Condition is satisfied during the Test Period.
(c) If the Board determines that the Vesting Condition is satisfied during the Test Period, the Board shall notify the Participant in writing that the Rights have vested and those Rights will become Vested Rights.
(d) If the Vesting Condition is not satisfied by the Expiry Date, then the Board shall notify the Participant that Rights have lapsed.

6. Automatic Exercise of Vested Rights

(a) Subject to clause 6(b), Vested Rights will be automatically exercised into the equivalent number of Shares.
(b) The allocation of Shares to a Participant following the automatic exercise of the Vested Rights is subject to such allocation not contravening the Corporations Act, the Listing Rules, the Securities Dealing Policy or any policy established by the Company applicable to dealing in Shares by the Participant.
(c) Following notification to the Participant under clause 5(c), the Company shall within a reasonable period of time allot or transfer to the Participant the relevant number of Shares.
(d) If the Participant has died, the Participant's legal personal representative shall stand in the place of the Participant for the purposes of clause 6(c), subject only to prior production to the Company of such evidence as would be required

to permit the legal personal representative to become registered as a shareholder in respect of Shares held by the Participant.

(e) From and including the date of allotment to a Participant of any Shares in accordance with these Terms and Conditions, the Participant must not sell or transfer those Shares if to do so would be in breach of the insider trading provisions of the Corporations Act (Part 7.10 Division 3), any other applicable law or any Securities Dealing Policy.
(f) From and including the date of allotment to a Participant of any Shares upon the automatic exercise of Vested Rights, the Participant shall:
(i) be the absolute indefeasible beneficial owner of those Shares; and
(ii) subject to clause 6(e), the Corporations Act, the Listing Rules and any Securities Dealing Policy applicable to Participants, be entitled to sell, transfer, dispose of, mortgage, pledge or otherwise deal with those Shares or any interest therein in every manner whatsoever.
(g) In the case where the Participant dies or becomes bankrupt, the legal personal representative of the deceased Participant, or the trustee in bankruptcy of the bankrupt Participant, shall be the only person recognised as having any title to the Shares of the Participant issued in accordance with the Right.
(h) Shares issued on exercise of a Vested Right shall rank pari passu in all respect with Shares already on issue on the date of exercise of the Right.
(i) After Shares have been allotted pursuant to clause 6(c), the Company will promptly make application for official quotation of those Shares on the ASX.

7. Lapse of Rights and forfeiture

(a) Lapse of a Right

An unvested Right will lapse upon the earliest to occur of:

(i) the Right lapsing in accordance with clause 7(b);
(ii) the Right lapsing in accordance with clause 8(a); and
(iii) failure to meet the Vesting Condition by the relevant Expiry Date.

(b) Fraudulent or dishonest actions

(i) Unless varied by prior agreement with the Board, where, in the opinion of the Board, a Participant:
(A) acts fraudulently or dishonestly; or
(B) is in breach of his or her obligations to the Company,
then the Board may:
(C) deem any unvested Rights of the Participant to have lapsed; and/or
(D) deem all or any Vested Rights that have been exercised into Shares to be forfeited – in which event the Participant is

deemed to have agreed to sell his shares to the Company pursuant to an Employee Share Scheme Buy-Back (as defined in the Corporations Act) for no consideration or be deemed to have appointed any officer of the Company as his or her agent to sell such Shares on market; and/or

(E) where any Vested Rights that have been exercised into Shares and have been sold by the Participant, require the Participant to pay all or part of the net proceeds of that sale to the Company.
(ii) Unless varied by prior agreement with the Board, where, in the opinion of the Board, a Participant’s Rights become Vested Rights as a result of the fraud, dishonesty or breach of obligations of another person and, in the opinion of the Board, the Rights would not otherwise have vested, the Board may determine that the Rights have not vested and may, subject to applicable laws, determine:
(A) where Shares have not been issued upon the vesting of a Right, that the Rights have not vested and reset the Vesting Conditions applicable to the Rights;
(B) where Rights have become Shares, that those Shares are forfeited by the Participant (as described in clause 7(b)(i)(D)) and may, at the discretion of the Board, reissue any number of Rights to the Participant subject to new Vesting Conditions in place of the forfeited Shares; or
(C) any other treatment in relation to Rights or Shares to ensure no unfair benefit is obtained by a Participant as a result of such actions of another person.

8. Cessation of Employment

(a) Unvested Rights

Unless subject to a specific agreement with the Board, if the Participant ceases to be an Eligible Employee of the Company for any reason, all unvested Rights held by the Participant will lapse.

(b) When employment ceases

A Participant will not be treated as ceasing to be an Eligible Employee of the Company until such time as the Participant is no longer an employee of the Company. Subject to applicable laws, at the discretion of the Board, a Participant who is granted an approved leave of absence and who exercises their right to return to work under any applicable award, enterprise agreement, other agreement, statute or regulation before the exercise of a Right will be treated for those purposes as not having ceased to be an Eligible Employee.

9. Provision of Information

The Board will advise each Participant of the following minimum information regarding Rights:

(a) the number of Rights being offered (each entitling the Participant to one Share upon vesting of that Right);

(b) the Expiry Date;
(c) any amount (if any) that will be payable upon vesting of a Right;
(d) the Vesting Conditions (if any);
(e) any other relevant conditions to be attached to the Rights or the Shares; and
(f) any other information required under any applicable law or regulations.

10. Transfer of Rights

Except on the death of a Participant, Rights may not be transferred, assigned or novated without the prior approval of the Board.

11. Security Interest

Subject to clause 10, Participants will not grant a Security Interest in or over or otherwise dispose of or deal with any Rights or any interest in them until the relevant Shares are either issued or transferred to that Participant, and any such Security Interest or disposal or dealing will not be recognised in any manner by the Company.

12. Dividend and Voting Rights

Rights will not attract dividends and voting rights until the Rights have been exercised and Shares allocated to the Participant.

13. Takeover, Scheme of Arrangement and Winding-up

Rights granted to the Participant will automatically vest and the Rights will be deemed to become Vested Rights where:

(a) a Court orders a meeting to be held in relation to a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies;
(b) a Takeover Bid:
(i) is announced;
(ii) has become unconditional; and
(iii) the person making the Takeover Bid has a Relevant Interest in 50% or more of the Shares;
(c) any person becomes bound or entitled to acquire shares in the Company under:
(i) section 414 of the Corporations Act (upon a scheme of arrangement being approved); or
(ii) Chapter 6A of the Corporations Act (compulsory acquisition following a takeover bid);
(d) the Company passes a resolution for voluntary winding up; or
(e) an order is made for the compulsory winding up of the Company.

14. Adjustment for Rights Issue

(a) A Participant may only participate in a new issue of Shares or other securities of the Company if the Right has been exercised in accordance with its terms before the record date for determining entitlements to the issue.
(b) If, during the life of any Right, there is a pro rata issue (except a bonus issue or otherwise pursuant to any of the Incentive Schemes) to any Participants of ordinary shares, the Exercise Price (if any) shall be reduced according to the following formula:

O' = O E[P - (S  D)] N  1

where:

O' = the new exercise price of the Right;
O = the old exercise price of the Right;
E = the number of underlying securities into which one Right is exercisable;
P = the average market price (the closing price on SEATS, excluding special crossings, overnight sales and exchange traded option exercises) per security (weighted by reference to volume) of the ordinary shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date;
S = the subscription price for a security under the pro rata issues;
D = the dividend due but not yet paid on existing ordinary shares (except those to be issued under the pro rata issue);
N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

15. Adjustment for Bonus Issue

(a) If, during the life of any Right, securities are issued pro rata to the Company's shareholders generally (otherwise than pursuant to any Incentive Scheme) by way of bonus issue, the Eligible Employee shall be entitled, upon later exercise of the Right, to receive in addition to the number of Shares comprised in the Right an allotment or transfer of so many additional securities as would have been issued to a shareholder who, on the date for determining entitlements under the bonus issue, held Shares equal in number to the Shares comprised in the Right exercised.
(b) Additional securities to which the Eligible Employee becomes so entitled shall, as from the time securities are issued pursuant to the bonus issue and until those additional securities are allotted or transferred, be regarded as securities comprised in the relevant application of clause 15(a) and any adjustments which, after the time just mentioned, are made under clause 16 to the number of securities comprised in a Right shall also be made to the additional securities as if they were securities comprised in the Right.

16. Adjustment for Reconstruction

In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company (not being a reconstruction referred to in clauses 14(b)and 15 above), the number of Rights or the Exercise Price (or both) shall be reconstructed (as appropriate) in accordance with the Listing Rules of the ASX (applying at that time) and in a manner which will not result in any additional benefits being conferred on a Participant of a Right which is not conferred on holders of Shares, but in all other respects the terms of exercise will remain unchanged.

17. Adjustments Cumulative

Full effect shall be given to clauses 14(b), 15 and 16 as and when occasions of their application arise and in such manner that the effect of the successive application of them are cumulative, the intention being that the adjustments they progressively effect shall be such as to reflect in relation to the Shares and securities comprised in a Right the adjustments which on the occasions in question are progressively effected in relation to Shares already on issue.

18. No Participation Rights

There are no participation rights or entitlements inherent in the Rights and Participants will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Rights.

19. Definitions

In these terms and conditions:

ASX means Australian Securities Exchange.

Board means the Board of Directors of the Company from time to time.

Business Day has the same meaning as in the Listing Rules.

Company means Sunbird Energy Limited, ACN 150 956 773.

Company Secretary means the company secretary of the Company.

Corporations Act means the Corporations Act 2001 (Cth) .

Eligible Employee means:

(a) a full-time or permanent or part-time employee of, or consultant to, the Company;
(b) a director or secretary of the Company; or
(c) any other person who is determined by the Board to be an Eligible Employee.

Exercise Price has the meaning in clause 4.

Expiry Date means, in respect of a Vesting Condition, the date specified in the relevant Offer Letter or Shareholder Resolution pursuant to which the Rights is granted, by which such Vesting Condition must be satisfied.

Participant means an Eligible Employee who holds a Right, from time to time.

Incentive Scheme means an employee share performance right or option scheme extended to either or both employees and directors of the Company and its Related Bodies Corporate.

Listing Rules means the Official Listing Rules of ASX.

Offer Letter means the letter (if any) from the Company to an Eligible Employee or the employment contract or consultancy contract made between the Company and an Eligible Employee (if any) pursuant to which Rights are offered and/or granted.

Related Body Corporate has the meaning given in the Corporations Act.

Relevant Interest has the meaning given in the Corporations Act.

Right means an entitlement to acquire a Share (whether by way of issue of transfer, at the Company's election) issued on the Terms and Conditions.

Securities Dealing Policy means any policy established by the Company applicable to trading in securities of the Company.

Security Interest means any mortgage, pledge, charge, lien, encumbrance, assignment, security, interest, preferential right, set-off or any other security arrangement.

Share means an issued ordinary Share in the Company.

Shareholder means a holder of Shares from time to time.

Shareholder Resolution means a resolution of Shareholders at a general meeting of the Company.

Takeover Bid has the meaning given in section 9 of the Corporations Act.

Terms and Conditions means the terms and conditions of the Right as provided in this document and any additional terms and conditions set out in a Shareholder Resolution (including explanatory materials) relevant to the grant of a Right.

Test Period means the period during which the Vesting Conditions are to be measured to determine whether that Right becomes a Vested Right.

Vesting Conditions means the Vesting Conditions detailed in the Offer Letter or a Shareholder Resolution relevant to the grant of a Right and, for the purposes of the several grants for which approval is herein sought, shall be the vesting conditions set out in the Tables forming part of Paragraph 10.3 of this Explanatory Memorandum.

Vested Right means a Right that has satisfied the Vesting Condition or has been deemed to have satisfied the Vesting Condition in accordance with the Terms and Conditions.

Schedule 3 – Terms and Conditions of Employee Securities (Rights)

1. Eligibility

The Participant is an Eligible Employee.

2. Issue Price

Each Right shall be granted to the Participant for nil cash consideration.

3. Terms of the Rights

(a) The Rights will not be listed on any stock exchange.
(b) A Participant has no legal or equitable interest in a Share by virtue of acquiring a Right. A Participant's rights in relation to any grant of Rights are purely personal and contractual.
(c) A Participant must not sell, transfer, mortgage, charge or otherwise deal with or encumber any Rights except with the prior approval of the Board.

4. Exercise Price

The exercise price of a Right shall be nil ( Exercise Price ).

5. Vesting Conditions

(a) If the Right is subject to Vesting Conditions, the provisions of this clause 5 shall apply
(b) The Board, in its sole discretion, will determine if the Vesting Condition is satisfied during the Test Period.
(c) If the Board determines that the Vesting Condition is satisfied during the Test Period, the Board shall notify the Participant, in writing, that the Rights have vested and those Rights will become Vested Rights.
(d) If the Vesting Condition is not satisfied by the Expiry Date, then the Board shall notify the Participant that Rights have lapsed.

6. Automatic Exercise of Vested Rights

(a) Subject to clause 6(b), Vested Rights will be automatically exercised into the equivalent number of Shares.
(b) The allocation of Shares to a Participant following the automatic exercise of the Vested Rights is subject to such allocation not contravening the Corporations Act, the Listing Rules, the Securities Dealing Policy or any policy established by the Company applicable to dealing in Shares by the Participant.
(c) Following notification to the Participant under clause 5(c), the Company shall within a reasonable period of time allot or transfer to the Participant the relevant number of Shares.
(d) If the Participant has died, the Participant's legal personal representative shall stand in the place of the Participant for the purposes of clause 6(c), subject only to prior production to the Company of such evidence as would be required

to permit the legal personal representative to become registered as a shareholder in respect of Shares held by the Participant.

(e) From and including the date of allotment to a Participant of any Shares in accordance with these Terms and Conditions, the Participant must not sell or transfer those Shares if to do so would be in breach of the insider trading provisions of the Corporations Act (Part 7.10 Division 3), any other applicable law or any Securities Dealing Policy.
(f) From and including the date of allotment to a Participant of any Shares upon the automatic exercise of Vested Rights, the Participant shall:
(i) be the absolute indefeasible beneficial owner of those Shares; and
(ii) subject to clause 6(e), the Corporations Act, the Listing Rules and any Securities Dealing Policy applicable to Participants, be entitled to sell, transfer, dispose of, mortgage, pledge or otherwise deal with those Shares or any interest therein in every manner whatsoever.
(g) In the case where the Participant dies or becomes bankrupt, the legal personal representative of the deceased Participant, or the trustee in bankruptcy of the bankrupt Participant, shall be the only person recognised as having any title to the Shares of the Participant issued in accordance with the Right.
(h) Shares issued on exercise of a Vested Right shall rank pari passu in all respect with Shares already on issue on the date of exercise of the Right.
(i) After Shares have been allotted pursuant to clause 6(c), the Company will promptly make application for official quotation of those Shares on the ASX.

7. Lapse of Rights and forfeiture

(a) Lapse of a Right

An unvested Right will lapse upon the earliest to occur of:

(i) the Right lapsing in accordance with clause 7(b);
(ii) the Right lapsing in accordance with clause 8(a); and
(iii) failure to meet the Vesting Condition by the relevant Expiry Date.

(b) Fraudulent or dishonest actions

(i) Unless varied by prior agreement with the Board, where, in the opinion of the Board, a Participant:
(A) acts fraudulently or dishonestly; or
(B) is in breach of his or her obligations to the Company,
then the Board may:
(C) deem any unvested Rights of the Participant to have lapsed; and/or
(D) deem all or any Vested Rights that have been exercised into Shares to be forfeited – in which event the Participant is

(E) where any Vested Rights that have been exercised into Shares and have been sold by the Participant, require the Participant to pay all or part of the net proceeds of that sale to the Company.
(ii) Unless varied by prior agreement with the Board, where, in the opinion of the Board, a Participant’s Rights become Vested Rights as a result of the fraud, dishonesty or breach of obligations of another person and, in the opinion of the Board, the Rights would not otherwise have vested, the Board may determine that the Rights have not vested and may, subject to applicable laws, determine:
(A) where Shares have not been issued upon the vesting of a Right, that the Rights have not vested and reset the Vesting Conditions applicable to the Rights;
(B) where Rights have become Shares, that those Shares are forfeited by the Participant (as described in clause 7(b)(i)(D)) and may, at the discretion of the Board, reissue any number of Rights to the Participant subject to new Vesting Conditions in place of the forfeited Shares; or
(C) any other treatment in relation to Rights or Shares to ensure no unfair benefit is obtained by a Participant as a result of such actions of another person.

8. Cessation of Employment

(a) Unvested Rights

Unless subject to a specific agreement with the Board, if the Participant ceases to be an Eligible Employee of the Company for any reason, all unvested Rights held by the Participant will lapse.

(b) When employment ceases

9. Provision of Information

The Board will advise each Participant of the following minimum information regarding Rights:

(a) the number of Rights being offered (each entitling the Participant to one Share upon vesting of that Right);

(b) the Expiry Date;
(c) any amount (if any) that will be payable upon vesting of a Right;
(d) the Vesting Conditions (if any);
(e) any other relevant conditions to be attached to the Rights or the Shares; and
(f) any other information required under any applicable law or regulations.

10. Transfer of Rights

Except on the death of a Participant, Rights may not be transferred, assigned or novated without the prior approval of the Board.

11. Security Interest

12. Dividend and Voting Rights

Rights will not attract dividends and voting rights until the Rights have been exercised and Shares allocated to the Participant.

13. Takeover, Scheme of Arrangement and Winding-up

Rights granted to the Participant will automatically vest and the Rights will be deemed to become Vested Rights where:

(a) a Court orders a meeting to be held in relation to a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies;
(b) a Takeover Bid:
(i) is announced;
(ii) has become unconditional; and
(iii) the person making the Takeover Bid has a Relevant Interest in 50% or more of the Shares;
(c) any person becomes bound or entitled to acquire shares in the Company under:
(i) section 414 of the Corporations Act (upon a scheme of arrangement being approved); or
(ii) Chapter 6A of the Corporations Act (compulsory acquisition following a takeover bid);
(d) the Company passes a resolution for voluntary winding up; or
(e) an order is made for the compulsory winding up of the Company.

14. Adjustment for Rights Issue

(a) A Participant may only participate in a new issue of Shares or other securities of the Company if the Right has been exercised in accordance with its terms before the record date for determining entitlements to the issue.
(b) If, during the life of any Right, there is a pro rata issue (except a bonus issue or otherwise pursuant to any of the Incentive Schemes) to any Participants of ordinary shares, the Exercise Price (if any) shall be reduced according to the following formula:

O' = O E[P - (S  D)] N  1

where:

O' = the new exercise price of the Right;
O = the old exercise price of the Right;
E = the number of underlying securities into which one Right is exercisable;
P = the average market price (the closing price on SEATS, excluding special crossings, overnight sales and exchange traded option exercises) per security (weighted by reference to volume) of the ordinary shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date;
S = the subscription price for a security under the pro rata issues;
D = the dividend due but not yet paid on existing ordinary shares (except those to be issued under the pro rata issue);
N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

15. Adjustment for Bonus Issue

(a) If, during the life of any Right, securities are issued pro rata to the Company's shareholders generally (otherwise than pursuant to any Incentive Scheme) by way of bonus issue, the Eligible Employee shall be entitled, upon later exercise of the Right, to receive in addition to the number of Shares comprised in the Right an allotment or transfer of so many additional securities as would have been issued to a shareholder who, on the date for determining entitlements under the bonus issue, held Shares equal in number to the Shares comprised in the Right exercised.
(b) Additional securities to which the Eligible Employee becomes so entitled shall, as from the time securities are issued pursuant to the bonus issue and until those additional securities are allotted or transferred, be regarded as securities comprised in the relevant application of clause 15(a) and any adjustments which, after the time just mentioned, are made under clause 16 to the number of securities comprised in a Right shall also be made to the additional securities as if they were securities comprised in the Right.

(c)

16. Adjustment for Reconstruction

17. Adjustments Cumulative

18. No Participation Rights

19. Definitions

In these terms and conditions:

ASX means Australian Securities Exchange.

Board means the Board of Directors of the Company from time to time.

Business Day has the same meaning as in the Listing Rules.

Company means Sunbird Energy Limited, ACN 150 956 773.

Company Secretary means the company secretary of the Company.

Corporations Act means the Corporations Act 2001 (Cth) .

Eligible Employee means:

(a) a full-time or permanent or part-time employee of, or consultant to, the Company;
(b) a director or secretary of the Company; or
(c) any other person who is determined by the Board to be an Eligible Employee.

Exercise Price has the meaning in clause 4.

Participant means an Eligible Employee who holds a Right, from time to time.

Incentive Scheme means an employee share performance right or option scheme extended to either or both employees and directors of the Company and its Related Bodies Corporate.

Listing Rules means the Official Listing Rules of ASX.

Offer Letter means the letter (if any) from the Company to an Eligible Employee or employment contract or consultancy contract made between the Company and an Eligible Employee (if any) pursuant to which Rights are offered and/or granted.

Related Body Corporate has the meaning given in the Corporations Act.

Relevant Interest has the meaning given in the Corporations Act.

Right means an entitlement to acquire a Share (whether by way of issue of transfer, at the Company's election) issued on the Terms and Conditions.

Securities Dealing Policy means any policy established by the Company applicable to trading in securities of the Company.

Security Interest means any mortgage, pledge, charge, lien, encumbrance, assignment, security, interest, preferential right, set-off or any other security arrangement.

Share means an issued ordinary Share in the Company.

Shareholder means a holder of Shares from time to time.

Shareholder Resolution means a resolution of Shareholders at a general meeting of the Company.

Takeover Bid has the meaning given in section 9 of the Corporations Act.

Test Period means the period during which the Vesting Conditions are to be measured to determine whether that Right becomes a Vested Right.

Vested Right means a Right that has satisfied the Vesting Condition or has been deemed to have satisfied the Vesting Condition in accordance with the Terms and Conditions.

Schedule 4 – Terms and Conditions of Employee Securities (Options)

1. Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of each Option.

2. Exercise Price and Expiry Date

The Options are exercisable at the Exercise Price.

The Options will expire on the Expiry Date.

3. Vesting Conditions

(d) If the Option is subject to Vesting Conditions, the provisions of this clause 3 shall apply.
(e) The Board, in its sole discretion, will determine if the Vesting Conditions are satisfied during the Test Period.
(f) If the Board determines that the Vesting Conditions have been satisfied during the Test Period, the Board shall notify the holder of Options in writing that the Options have vested.
(g) If the Vesting Conditions are not satisfied by the Expiry Date, then the Board shall notify the holder of the Options that the Options have lapsed.

4. Notice of Exercise

Subject to satisfaction of the Vesting Conditions (if any), the Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised. Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

5. Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then Shares of the Company.

6. Quotation of Shares on exercise

Application will be made by the Company to ASX for quotation of the Shares (provided the Company is admitted to the Official List) issued upon the exercise of the Options.

7. Timing of issue of Shares

After an Option is validly exercised, the Company must, as soon as possible following receipt of the Notice of Exercise and receipt of cleared funds equal to the sum payable on the exercise of the Option:

(a) issue and allot the Share to the Optionholder or his/her nominee; and
(b) do all such acts matters and things to obtain the grant of official quotation of the Share on ASX (provided the Company is admitted to the Official List) no later than 5 Business Days after issuing the Share.

8. Lapse of Options and forfeiture

(a) Lapse of an Option

An unvested Option will lapse upon the earliest to occur of:

(i) the Option lapsing in accordance with clause 87(b);
(ii) the Option lapsing in accordance with clause 9(a); or
(iii) failure to meet the Vesting Conditions (if applicable) by the relevant Expiry Date.
(b)

Fraudulent or dishonest actions

(i) Unless varied by prior agreement with the Board, where, in the opinion of the Board, an Optionholder:
(A) acts fraudulently or dishonestly; or
(B) is in breach of his or her obligations to the Company,

then the Board may:

(C) deem any unvested Option of the Optionholder to have lapsed; and/or
(D) deem all or any Vested Options that have been exercised into Shares to be forfeited – in which event the Optionholder is deemed to have agreed to sell his shares to the Company pursuant to an Employee Share Scheme Buy-Back (as defined in the Corporations Act) for no consideration or be deemed to have appointed any officer of the Company as his or her agent to sell such Shares on market; and/or
(E) where any Vested Option that has been exercised into Shares and has been sold by the Optionholder, require the Optionholder to pay all or part of the net proceeds of that sale to the Company.
(ii) Unless varied by prior agreement with the Board, where, in the opinion of the Board, an Optionholder’s Option vests as a result of the fraud, dishonesty or breach of obligations of another person and, in the opinion of the Board, the Option would not otherwise have vested, the Board may determine that the Option has not vested and may, subject to applicable laws, determine:
(A) where Shares have not been issued upon the vesting of an Option, that the Options have not vested and reset the Vesting Conditions applicable to the Options;
(B) where Options have become Shares, that those Shares are forfeited by the Optionholder (as described in clause 8(b)(i)(D)) and may, at the discretion of the Board, reissue any number of Options to the Optionholder subject to new Vesting Conditions in place of the forfeited Shares; or

(C)

any other treatment in relation to Options or Shares to ensure no unfair benefit is obtained by an Optionholder as a result of such actions of another person.

9. Cessation of Employment

(a) Unvested Options

Unless subject to a specific agreement with the Board, if the Optionholder ceases to be an Eligible Employee of the Company for any reason, all unvested Options held by the Optionholder will lapse.

(b) When employment ceases
An Optionholder will not be treated as ceasing to be an Eligible Employee of the Company until such time as the Optionholder is no longer an employee of the Company. Subject to applicable laws, at the discretion of the Board, an Optionholder who is granted an approved leave of absence and who exercises their right to return to work under any applicable award, enterprise agreement, other agreement, statute or regulation before the exercise of an Option will be treated for those purposes as not having ceased to be an Eligible Employee.

10. Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten business days after the issue is announced. This will give the holders of Options the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

11. Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

(a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the holder of Options would have received if the holder of Options had exercised the Option before the record date for the bonus issue; and
(b) no change will be made to the Exercise Price.

12. Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Option will be reduced according to the following formula:

==> picture [206 x 31] intentionally omitted <==

O = the old Exercise Price of the Option.

E = the number of underlying Shares into which one Option is exercisable.

P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
S = the subscription price of a Share under the pro rata issue.
D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
N = the number of Shares with rights or entitlements that must be held to receive a right to one new Share.

13. Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the holders of Options may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

14. Quotation of Options

No application for quotation of the Options will be made by the Company.

15. Options not transferable

Except on the death of an Optionholder, Options may not be transferred, assigned or novated without the prior written approval of the Board.

If an Optionholder dies, the Optionholder's legal personal representative shall stand in the place of the Optionholder for the purposes of clause 7(a), subject only to prior production to the Company of such evidence as would be required to permit the legal personal representative to become registered as a shareholder in respect of Shares held by the Optionholder.

16. Security Interest

Subject to clause 15, Optionholders will not grant a Security Interest in or over or otherwise dispose of or deal with any Options or any interest in them until the relevant Shares are either issued to that Optionholder, and any such Security Interest or disposal or dealing will not be recognised in any manner by the Company.

17. Takeover, Scheme of Arrangement and Winding-up

Options granted to the Optionholder will automatically vest and the Options will be deemed to have vested where:

(a) a Court orders a meeting to be held in relation to a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies;
(b) a Takeover Bid:
(i) is announced;
(ii) has become unconditional; and
(iii) the person making the Takeover Bid has a Relevant Interest in 50% or more of the Shares;

(c) any person becomes bound or entitled to acquire shares in the Company under:
(i) section 414 of the Corporations Act (upon a scheme of arrangement being approved); or
(ii) Chapter 6A of the Corporations Act (compulsory acquisition following a takeover bid);
(d) the Company passes a resolution for voluntary winding up; or
(e) an order is made for the compulsory winding up of the Company.

18. Lodgement Instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for shares on exercise of the Options with the appropriate remittance should be lodged at the Company's share registry.

19. Definitions

In these terms and conditions:

ASX means Australian Securities Exchange.

Board means the Board of Directors of the Company from time to time.

Business Day has the same meaning as in the Listing Rules.

Company means Sunbird Energy Limited, ACN 150 956 773.

Eligible Employee means:

(a) a full-time or permanent or part-time employee of, or consultant to, the Company;
(b) a director or secretary of the Company; or
(c) any other person who is determined by the Board to be an Eligible Employee.

Exercise Price means the exercise price of the Option as stated in the Offer Letter (if any) or a Shareholder Resolution in respect of Options and which, for the purposes of the grant of options herein proposed, is more particularly as follows:

(a) 875,000 Retention Options at an exercise price of A$0.20 per Share;
(b) 1,000,000 Retention Options at an exercise price of A$0.25 per Share;
(c) 500,000 GSA Options at an exercise price of A$0.25 per Share;
(d) 500,000 IGP FID Options at an exercise price of A$0.25 per Share;
(e) 500,000 CBM 3C 500bcf Options at an exercise price of A$0.25 per Share; and
(f) 500,000 CBM 3C 1Tcf Options at an exercise price of A$0.30 per Share.

Expiry Date means the expiry date of the Option as stated in the Offer Letter (if any) or a Shareholder Resolution in respect of Options

Offer Letter means an offer letter from the Company in respect of the offer of Options.

Option means an option to acquire a Share on the Terms and Conditions.

Relevant Interest has the meaning given in the Corporations Act.

Security Interest means any mortgage, pledge, charge, lien, encumbrance, assignment, security, interest, preferential right, set-off or any other security arrangement.

Share means a fully paid ordinary share in the Company.

Shareholder means a holder of Shares from time to time.

Shareholder Resolution means a resolution of Shareholders at a general meeting of the Company.

Takeover Bid has the meaning given in section 9 of the Corporations Act.

Terms and Conditions means the terms and conditions of the Option as provided in this document and any additional terms and conditions set out in a Shareholder Resolution (including explanatory materials) relevant to the grant of the Option.

Test Period means the period during which the Vesting Conditions are to be measured to determine whether the Option becomes vested.

Vested Option means an Option that has satisfied the Vesting Conditions or has been deemed to have satisfied the Vesting Condition in accordance with the Terms and Conditions.

Vesting Conditions means the vesting conditions detailed in the Offer Letter or a Shareholder Resolution relevant to the grant of an Option and, for the purposes of the several grants for which approval is herein sought, shall be the vesting conditions set out in the Tables forming part of Paragraph 10.3 of this Explanatory Memorandum.

VWAP means volume-weighted average price.

SUNBIRD ENERGY LIMITED

ACN 150 956 773

P R O X Y F O R M

The Company Secretary Sunbird Energy Limited

By delivery: 1[st] Floor, 50 Ord Street West Perth WA 6005

By post: By facsimile: P.O. Box 434 +61(8) 9463 6630 West Perth WA 6872

I/We[1] _________________

of ______________ being a Shareholder/Shareholders of the Company and entitled to ___________

votes in the Company, hereby appoint[2 ] ______________

or failing such appointment the chairman of the general meeting as my/our proxy to vote for me/us on my/our behalf at the general meeting of the Company to be held at 3.00pm on 26[th] July 2013 (AWST) at First Floor, 50 Ord Street, West Perth, 6005, Western Australia and at any adjournment thereof in the manner indicated below (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit). If 2 proxies are appointed, the proportion or number of votes that this proxy is authorised to exercise is * [ ]% of the Shareholder’s votes*/ [ ] of the Shareholder’s votes. (An additional Proxy Form will be supplied by the Company, on request).

Important – If the Chairman of the Meeting is your proxy or is appointed your proxy by default

By marking the box below, you are directing the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions as set out below and in the Notice of Meeting. If you do not mark the box below, and you have not directed the Chairman of the Meeting how to vote on Resolutions 4, 5, 6, 7 & 9, the Chairman of the Meeting will not cast your votes on Resolutions 4, 5, 6, 7 & 9 and your votes on Resolutions 4, 5, 6, 7 & 9 will not be counted in computing the required majority if a poll is called on these Resolution. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes in Step 2 below (for example if you wish to vote against or abstain from voting) or by marking the box below (in which case the Chairman of the Meeting will vote in favour of Resolutions 4, 5, 6, 7 & 9).

The Chairman of the Meeting intends to vote undirected proxies in favour of Resolutions 4, 5, 6, 7 & 9.

I/We direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Resolutions 4, 5, 6, 7 & 9 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Resolutions 4, 5, 6, 7 & 9 are connected directly or indirectly with the remuneration of a member of the Board of Directors.

Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the meeting.

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

For Against Abstain Resolution 1 Ratification of Placement Resolution 2 Ratification of Grant of Incentive Options to Argonaut

Resolution 3 Approval of Grant of Incentive Options to Argonaut Resolution 4 Approval of Grant of Performance Rights to Mr William Barker Resolution 5 Approval of Grant of Performance Rights to Mr Andrew Leibovitch Resolution 6 Approval of Grant of Performance Rights to Mr Kerwin Rana Resolution 7 Approval of Grant of Performance Rights to Mr Marcus Gracey Resolution 8 Approval of Grant of Employee Securities to Employees and Consultant Resolution 9 Section 195 Approval

Authorised signature/s This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented.

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Director Director/Company Secretary Secretary

Contact Name Contact Daytime Telephone Date

1Insert name and address of Shareholder 2 Insert name and address of proxy *Omit if not applicable

Proxy Notes:

A Shareholder entitled to attend and vote at the General Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that Annual General Meeting. If the Shareholder is entitled to cast 2 or more votes at the General Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that General Meeting, the representative of the body corporate to attend the General Meeting must produce the 'Certificate of Appointment of Representative' prior to admission. A form of the certificate may be obtained from the Company’s share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign.

Power of Attorney: if signed under a power of attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the power of attorney to this Proxy Form when you return it.

Companies: a director can sign jointly with another director or a company secretary. A sole director who is also a sole company secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the General Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company’s share registry.

Proxy Forms (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 deposited at or received by facsimile transmission at the Perth office of the Company (1[st] Floor, 50 Ord Street, West Perth WA 6005 or Facsimile(08) 9463 6630 if faxed from within Australia or +61(8) 9463 6630 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the General Meeting (AWST).

AI assistant

INVICTUS ENERGY LTD — Proxy Solicitation & Information Statement 2013

65149_rns_2013-06-24_932188d8-ed4e-4195-8a15-8c2db5aafc3b.pdf

SUNBIRD ENERGY LIMITED

A C N 1 5 0 9 5 6 7 7 3

NOTICE OF EXTRAORDINARY GENERAL MEETING

SUNBIRD ENERGY LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PLACEMENT

Voting exclusion

2. RESOLUTION 2 – RATIFICATION OF GRANT OF INCENTIVE OPTIONS TO ARGONAUT

Voting exclusion

3. RESOLUTION 3 – APPROVAL OF GRANT OF INCENTIVE OPTIONS TO ARGONAUT

Voting exclusion

4. RESOLUTION 4 – APPROVAL OF GRANT OF PERFORMANCE RIGHTS TO MR WILLIAM BARKER

Voting exclusion

5. RESOLUTION 5 – APPROVAL OF GRANT OF PERFORMANCE RIGHTS TO MR ANDREW LEIBOVITCH

Voting exclusion

6. RESOLUTION 6 – APPROVAL OF GRANT OF PERFORMANCE RIGHTS TO MR KERWIN RANA

Voting exclusion

7. RESOLUTION 7 – APPROVAL OF GRANT OF PERFORMANCE RIGHTS TO MR MARCUS GRACEY

(d) 100,000 Premium Market Rights,

Voting exclusion

8. RESOLUTION 8 – APPROVAL OF GRANT OF EMPLOYEE SECURITIES TO EMPLOYEES AND CONSULTANT

Voting exclusion

9. RESOLUTION 9 – SECTION 195 APPROVAL

BY ORDER OF THE BOARD

SUNBIRD ENERGY LIMITED

EXPLANATORY MEMORANDUM

1. INTRODUCTION

2. ACTION TO BE TAKEN BY SHAREHOLDERS

3. RESOLUTION 1 – RATIFICATION OF PLACEMENT

3.1 General

3.2

Listing Rule 7.4

3.3 Specific information required by Listing Rule 7.5

4. RESOLUTION 2 – RATIFICATION OF GRANT OF INCENTIVE OPTIONS TO ARGONAUT

4.1 General

4.2

Listing Rule 7.4

4.3 Specific information required by Listing Rule 7.5

5. RESOLUTION 3 – APPROVAL OF GRANT OF INCENTIVE OPTIONS TO ARGONAUT

5.1 General

5.2

Listing Rule 7.1

5.3

Specific information required by Listing Rule 7.3

6. RESOLUTION 4 – APPROVAL OF GRANT OF PERFORMANCE RIGHTS TO MR WILLIAM BARKER

6.1 BACKGROUND

6.2 SPECIFIC INFORMATION REQUIRED BY LISTING RULE 10.13

6.3

Section 208 of Corporations Act

7. RESOLUTION 5 – APPROVAL OF GRANT OF PERFORMANCE RIGHTS TO MR ANDREW LEIBOVITCH

7.1 BACKGROUND

7.2 SPECIFIC INFORMATION REQUIRED BY LISTING RULE 10.13

7.3 Section 208 of Corporations Act

8. RESOLUTION 6 – APPROVAL OF GRANT OF PERFORMANCE RIGHTS TO MR KERWIN RANA

8.1 BACKGROUND

8.2 SPECIFIC INFORMATION REQUIRED BY LISTING RULE 10.13

8.3 Section 208 of Corporations Act

9. RESOLUTION 7 – APPROVAL OF GRANT OF PERFORMANCE RIGHTS TO MR MARCUS GRACEY

9.1 BACKGROUND

9.2 SPECIFIC INFORMATION REQUIRED BY LISTING RULE 10.13

9.3 Section 208 of Corporations Act

10. RESOLUTION 8 – APPROVAL OF GRANT OF EMPLOYEE SECURITIES TO EMPLOYEES AND CONSULTANT

10.1 General

10.2

Listing Rule 7.1

10.3

Specific information required by Listing Rule 7.3

11. RESOLUTION 9 – SECTION 195 APPROVAL

12. DEFINITIONS

Schedule 1 – Terms and Conditions of Incentive Options

1. Entitlement

2. Exercise Price and Expiry Date

3. Vesting Conditions

4. Notice of Exercise

5.

Shares issued on exercise

INVICTUS ENERGY LTD Proxy Solicitation & Information Statement 2013