JADE GAS HOLDINGS LIMITED — AGM Information 2010

Oct 21, 2010

QUEST MINERALS LIMITED ACN 062 879 583

INFORMATION MEMORANDUM TO SHAREHOLDERS

NOTICE OF ANNUAL GENERAL MEETING

INCLUDING

EXPLANATORY STATEMENT

and

PROXY FORM

Date of Meeting: Tuesday, 23rd November 2010 Time of Meeting: 9.00 am WST Place of Meeting: The Celtic Club 48 Ord Street West Perth WA 6005

Your Annual Report is available online at www.questminerals.com.au

CONTENTS

			PAGE
SECTION	1	PURPOSE OF THIS INFORMATION MEMORANDUM	1
SECTION	2	NOTICE OF ANNUAL GENERAL MEETING	3
		(setting out the proposed resolutions)
SECTION	3	EXPLANATORY STATEMENT	5
		(explaining the resolutions)
		GLOSSARY	7

IMPORTANT NOTICE

THE RESOLUTIONS PROPOSED FOR THIS MEETING ARE OF FUNDAMENTAL IMPORTANCE TO THE FUTURE OF YOUR COMPANY. IT IS RECOMMENDED THAT SHAREHOLDERS READ THIS INFORMATION MEMORANDUM IN FULL, AND IF THERE IS ANY MATTER THAT YOU DO NOT UNDERSTAND, YOU SHOULD CONTACT YOUR FINANCIAL ADVISER, STOCKBROKER OR SOLICITOR FOR ADVICE.

QUEST MINERALS LIMITED ACN 062 879 583

INFORMATION MEMORANDUM

SECTION 1

PURPOSE OF THIS INFORMATION MEMORANDUM

1. INTRODUCTION

The Memorandum must be read in full in conjunction with the Notice and all accompanying documents to make an informed decision regarding those resolutions.

2. RESOLUTIONS

This Memorandum contains information concerning the resolutions set out in the Notice.

The resolutions deal with the following specific matters:

• (a) Resolution 1 – Adoption of remuneration report

• (b) Resolution 2 – Re-election of Lewis Tyndall as a director of the Company

• (c) Resolution 3 – Appointment of Dennis Gee as a director of the Company

• (d) Resolution 4 - Placement Authority for 150,000,000 Shares

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QUEST MINERALS LIMITED ACN 062 879 583

INFORMATION MEMORANDUM

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the shareholders of Quest Minerals Limited will be held at:

The Celtic Club 48 Ord Street West Perth, WA, 6005

Commencing 9.00am (Perth Time) on Tuesday, 23rd November 2010

HOW TO VOTE

You may vote by attending the meeting in person, by proxy or authorised representative.

VOTING IN PERSON

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 9.00am.

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of General Meeting as soon as possible and either:

• send the proxy by facsimile to the Company’s Share Registry, Advanced Share Registry Services on facsimile number (08) 9389 7871 (International: +61 8 9389 7871); or

• deliver / post to the Company’s Share Registry, Advanced Share Registry Services at 150 Stirling Highway, Nedlands, Western Australia, 6009

so that it is received not later than 9:00am (Perth Time) on Sunday, 21st November 2010.

A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.

Your proxy form is enclosed.

VOTING EXCLUSION

Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

SNAPSHOT DATE

In accordance with regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the Meeting. The snapshot date is 9.00am (WST) on Sunday, 21st November 2010.

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QUEST MINERALS LIMITED ACN 062 879 583

NOTICE OF ANNUAL GENERAL MEETING

SECTION 2

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the shareholders of Quest Minerals Limited will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia, 6005 on Tuesday, 23rd November 2010 at 9.00 am WST.

RESOLUTIONS

1. Adoption of the Remuneration Report

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

“That the Remuneration Report for the year ended 30 June 2010 is hereby adopted”

Short Explanation: In accordance with Section 250R(2) of the Corporations Act 2001, the Company is required to table the Remuneration Report, which is contained within the Directors Report in the Company’s Annual Report, at the Annual General Meeting of the Company where it must be subject to a non binding shareholder vote.

Voting Exclusions: There are no voting exclusions.

2. Re-election of Lewis Tyndall as a Director

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

“That Mr Lewis Tyndall, being a Director of the Company who retires in accordance with paragraph 12.2 of the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a director of the Company.”

Short Explanation: Under paragraph 12.2 of the Company’s Constitution, one third of the directors of the Company, excluding the Managing Director, must retire by rotation, and if eligible they may offer themselves for re-election.

Voting Exclusions: There are no voting exclusions.

3. Appointment of Dennis Gee as a Director

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

“That Dennis Gee who retires, having been appointed in accordance with clause 13.4 of the Company’s Constitution as a director of the Company to fill a casual vacancy until the next general meeting and, being eligible offers himself for appointment, is hereby appointed a director of the Company”.

Short Explanation: The Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Any Director so appointed holds office only until the next following general meeting and is then eligible for reelection but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Voting Exclusions: There are no voting exclusions.

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QUEST MINERALS LIMITED ACN 062 879 583

NOTICE OF ANNUAL GENERAL MEETING

4. Placement Authority - Shares

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

“That, for the purposes of Listing Rule 7.1 of ASX and for all other purposes, approval is given for the Company to issue and allot at the Directors’ discretion up to a maximum of 150,000,000 Shares in the capital of the Company at not less than eighty (80%) percent of the average market price over the last 5 days on which sales in the securities were recorded before the day on which the issue is made but in any event not later than three (3) months after the date of this Meeting and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Short Explanation: Under the Listing Rules, the Company is required to seek shareholder approval prior to making a placement of securities in excess of the threshold of 15% of its total equity securities in any 12 month period. Please refer to the Explanatory Statement for details.

.

Voting Exclusions: The Company will disregard any votes cast on this resolution by a person who might participate in this issue and any person who may obtain a benefit, except a benefit solely in the capacity of a shareholder if the resolution is passed, and any associate of those persons. However, the entity need not disregard a vote if:

• It is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• It is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

By order of the Board

==> picture [215 x 64] intentionally omitted <==

David Semmens Company Secretary

Dated 22nd day of October 2010

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QUEST MINERALS LIMITED ACN 062 879 583

EXPLANATORY STATEMENT

SECTION 3

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of shareholders in Quest Minerals Limited in connection with the business to be conducted at the Annual General Meeting of the Company to be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia, 6005 on Tuesday, 23rd November 2010 at 9.00am (WST).

This Explanatory Statement should be read in conjunction with the accompanying Notice of Annual General Meeting set out in Section 2 of this Information Memorandum.

FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2010

In accordance with the requirements of the Company’s Constitution and the Corporations Act 2001, the 2010 Financial Report together with the Director’s Report, Director’s Statement, Directors Declaration and Audit Report thereon will be tabled at the Meeting. Shareholders will have the opportunity of discussing the Reports and making comments and raising queries in relation to them.

The following deals with matters of Ordinary Business to be considered by shareholders. The following matters should be noted in respect of those items:

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

In accordance with Section 250R(2) of the Corporations Act 2001, the Company is required to table the Remuneration Report, which is contained within the Directors Report in the Company’s Annual Report, at the Annual General Meeting of the Company where it must be subject to a non binding shareholder vote.

RESOLUTION 2 - RE-ELECTION OF LEWIS TYNDALL

It is a requirement under the Company's Constitution that one third of the Company’s board of directors, excluding the Managing Director, retire by rotation at the Company’s annual general meeting, and if eligible may offer themselves for re-election. Accordingly, Mr Lewis Tyndall retires by rotation. Mr Tyndall has offered himself for re-election as a Director of the Company. The Company's remaining Directors recommend to shareholders that Mr Tyndall be re-elected.

RESOLUTION 3 - APPOINTMENT OF DENNIS GEE AS A DIRECTOR

Dr Dennis Gee who, having been appointed in accordance with clause 13.4 of the Company’s Constitution as a director of the Company to fill a casual vacancy until the next general meeting offers himself for election as a director of Quest Minerals Limited. Dr Gee has over 40 years experience in the mining industry, government service and research management. He has held numerous senior roles in both the private and public sectors including Exploration Manager of Reynolds Australia Metals Ltd, Regional General Manager of Mount Isa Mines Exploration Ltd (MIM), Deputy Director of the Geological Survey of Western Australia and Director of the Northern Territory Geological Survey.

More recently, he was Chief Executive Officer of the Cooperative Research Centre for Landscape Environments and Mineral Exploration attached to the CSIRO Division of Exploration and Mining. Dr Gee is non-executive chairman of ASX listed Torrens Energy Ltd, a member of Australian Institute of Company Directors, a member and former councillor of Australian Institute of Geoscientists, a member and former president of the Geological Society of Australia and a former councillor of the Association of Mining and Exploration Companies.

Resolution 3 seeks to confirm the appointment of Dr Gee as a Director of the Company. The Board supports the appointment of Dr Gee.

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QUEST MINERALS LIMITED ACN 062 879 583

EXPLANATORY STATEMENT

RESOLUTION 4 – PLACEMENT AUTHORITY – SHARES

Background

It is proposed that shareholders grant approval pursuant to Listing Rule 7.1 to allot and issue, at the Directors discretion, up to 150,000,000 Shares in the capital of the Company.

The purpose of the issue is to fund the Company’s ongoing exploration and evaluation programmes, fund the evaluation and acquisition of new opportunities, fund the corporate and administrative activities of the Company and to provide working capital.

The Shares to be issued will rank equally in all respects with the Company’s existing issued Shares.

Listing Rule Requirements

Rule 7.1 of the Listing Rules provide that a listed entity may not issue equity securities in any twelve month period which, when aggregated with the number of fully paid Shares on issue, exceeds 15 per cent of the number of fully paid Shares on issue at the beginning of the twelve month period, except with the prior approval of shareholders of the Company in General Meeting, subject to certain exceptions.

The securities proposed to be issued pursuant to Resolution 4, when combined with other offers of securities that have been made by the Company in the last twelve months, exceed the 15% threshold referred to above.

In compliance with Listing Rule 7.3 shareholders are advised as follows:

• (a) The maximum number of Shares to be allotted will be 150,000,000 Shares in the capital of the Company;

• (b) The issue will occur within three months of the date of the meeting;

• (c) The Shares will be issued at an issue price of not less than eighty (80%) per cent of the average market price over the last five (5) days on which sales in the securities were recorded before the date a prospectus is signed. The average will be calculated over the last 5 days on which sales in the securities were recorded before the day on which the issue is made or if a prospectus is issued relating to the issue, over the last 5 days on which sales in the securities were recorded before the date the prospectus is signed.

• (d) The identity of any proposed allottees of the securities the subject of Resolution 4 are not yet known to the Company. The allottees will be determined at the Directors discretion;

• (e) The Shares will rank pari passu on allotment and issue with the existing Shares in QNL

• (f) The funds raised by reason of the allotment will be used to fund the ongoing working capital requirements of the Company’s operations, fund the evaluation and acquisition of new opportunities, fund the corporate and administrative activities of the Company, and meet the costs of the issue. The proposed allocation to these areas is tabulated below:

Proposed Area of Application	Proposed Allocation (%)
Ongoing exploration& evaluationprogrammes	40%
Evaluationand acquisitionof newopportunities	25%
Corporate and administrative activities	15%
Working capital	15%
Costs of the Issue	5%
Total	100%

• (g) The allotment will occur progressively

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QUEST MINERALS LIMITED ACN 062 879 583

GLOSSARY

Glossary of Defined Terms

• “ASX” means ASX Limited.

• “Board” means the board of Directors of the Company.

“Company” and “Quest Minerals Limited” means Quest Minerals Limited (ACN 062 879 583).

• “Corporations Act” means the Corporations Act 2001 (Cth).

• “Directors” means the Directors of the Company.

“Explanatory Statement” means the explanatory statement set out in Section 3 of this Memorandum.

“General Meeting” and “Meeting” means the meeting convened by the Notice.

• “Listing Rules” means the Official Listing Rules of ASX.

“Notice” means the notice of meeting set out in Section 2 of this Information Memorandum.

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

• “WST” means Western Standard Time.

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QUEST MINERALS LIMITED ACN 062 879 583

PROXY FORM

APPOINTMENT OF PROXY

QUEST MINERALS LIMITED ACN 062 879 583

ANNUAL GENERAL MEETING

I/We

Appoint

being a Member of Quest Minerals Limited entitled to attend and vote at the Meeting, hereby Name of proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the Annual General Meeting to be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia, 6005, on Tuesday, 23[rd] November 2010 at 9.00am (WST) and at any adjournment thereof.

Voting on Business of the Annual General Meeting

		FOR	FOR	FOR	AGAINST ABSTAIN	AGAINST ABSTAIN	AGAINST ABSTAIN	AGAINST ABSTAIN
Resolution	1	Adoption of remuneration report
Resolution	2	Re-election of Lewis Tyndall as a Director
Resolution	3	Appointment of Dennis Gee as a Director
Resolution	4	Placement Authority for 150,000,000 shares

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

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

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of the interest. The Chairman will vote in favour of all of the resolutions if no directions are given.

If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on any resolution he has an interest in the outcome of and your votes will not be counted in calculating the required majority if a poll is called on any such resolution.

If two proxies are being appointed, the proportion of voting rights this proxy represents is

%

Signed this day of 2010 Individuals and joint holders Companies (affix common seal if appropriate) Signature Director Signature Director/Company Secretary Signature Sole Director and Sole Company Secretary

QUEST MINERALS LIMITED ACN 062 879 583

QUEST MINERALS LIMITED

ACN 062 879 583

Instructions for Completing ‘Appointment of Proxy’ Form

1.

2.

3.

A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.

Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

• 2 directors of the company;

• a director and a company secretary of the company; or

• for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

4.

5.

6.

Completion of a Proxy Form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

To vote by Proxy, please complete and sign the Proxy Form as soon as possible and either:

• send the proxy by facsimile to the Company’s Share Registry, Advanced Share Registry Services Ltd on facsimile number (08) 9389 7871 (International: +61 8 9389 7871); or

• deliver / post to the Company’s Share Registry, Advanced Share Registry Services Ltd at 150 Stirling Highway, Nedlands, Western Australia, 6009,

so that it is received not later than 9.00am (WST), Sunday, 21st November 2010.