MEC RESOURCES LIMITED — AGM Information 2007

Oct 30, 2007

MEC RESOURCES LIMITED ABN 44 113 900 020

NOTICE OF ANNUAL GENERAL MEETING

TIME : 2 pm (WST)

DATE : 29 November 2007

PLACE : 14 View Street North Perth WA 6006

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (08) 9328 8477.

CO NTENTS PAG E

Notice of Annual General Meeting (setting out the proposed resolutions) 3 Explanatory Statement (explaining the proposed resolutions) 5

Proxy Form

TIME AND PLACE OF MEETING AND HO W TO VO TE

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The Annual General Meeting of the Shareholders of MEC Resources Limited to which this Notice of Meeting relates will be held at 2 pm (WST) on 29 November 2007 at:

14 View Street North Perth WA 6006

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

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

VOTING BY PROXY

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

by post to MEC Resources Limited, 14 View Street, North Perth, Western Australia, 6006; or

by facsimile to the Company on facsimile number (08) 9328 8733

so that it is received not later than 2 pm (WST) on 27 November 2007.

Proxy forms received later than this time will be invalid.

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NO TICE OF ANNUAL G ENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of MEC Resources Limited will be held at 14 View Street North Perth WA 6006, at 2 pm (WST) on 29 November 2007.

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at the close of business on 27 November 2007.

AGENDA

ADOPTION OF THE ANNUAL FINANCIAL REPORT

To receive the Annual Financial Report, including Directors’ declarations and accompanying reports of the Directors and Auditors for the financial year ended 30 June 2007.

1. RESOLUTION 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, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, approval is given to the adoption of the Remuneration Report as contained in the Company’s financial report for the year ended 30 June 2007.”

Short Explanation : The vote on this resolution is advisory only and does not bind the Directors or the Company.

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR DAVID BREEZE

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

“That, for all purposes, Mr David Breeze, a director of the Company who retires by rotation in accordance with clause 11.3 of the Constitution and, being eligible, is re-elected as a Director of the Company.”

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR HOCK GOH

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

“That, for all purposes, Mr Hock Goh, a director of the Company who retires by rotation in accordance with clause 11.3 of the Constitution and, being eligible, is re-elected as a Director of the Company.”

4. RESOLUTION 4 – PLACEMENT - SHARES

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

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“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 5,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and

DATED: 25 OCTOBER 2007

BY ORDER OF THE BOARD

MEC RESOURCES LIMITED DAVID BREEZE COMPANY SECRETARY

Voting Exclusion Note:

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.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held at 14 View Street North Perth WA 6006 on 29 November 2007 at 2 pm (WST).

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

1. FINANCIAL STATEMENTS AND DIRECTORS’ REPORTS

In accordance with the Company’s Constitution, the business of the meeting will include receipt and consideration of the Company’s Financial Report and reports of Directors and Auditors for the year ended 30 June 2007.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

At a listed company’s annual general meeting, a resolution that the Remuneration Report be adopted must be put to the Shareholders. The vote on this Resolution is advisory only and does not bind the Directors or the Company

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR DAVID BREEZE

Clause 11.3 of the Constitution requires that if the Company has three or more Directors, one third of those Directors must retire at each annual general meeting.

The Company currently has six Directors and accordingly two must retire. A Director who retires under clause 11.3 is eligible for re-election.

Mr David Breeze will retire by rotation and seeks re-election.

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR HOCK GOH

Clause 11.3 of the Constitution requires that if the Company has three or more Directors, one third of those Directors must retire at each annual general meeting.

The Company currently has six Directors and accordingly two must retire. A Director who retires under clause 11.3 is eligible for re-election.

Mr Hock Goh will retire by rotation and seeks re-election.

5. RESOLUTION 4 – ALLOTMENT AND ISSUE OF SHARES – CAPITAL RAISING

ASX Listing Rule 7.1 provides that a company must not, subject to certain exceptions, issue during any 12 month period any equity securities or other securities with rights of conversion to equity (such as an Option) if the number of those securities exceeds 15% of the total ordinary securities on issue at the commencement of that 12 month period.

One circumstance where an issue is not taken into account in the calculation of this 15% threshold is where the issue has the prior approval of shareholders in a general meeting.

The Company is seeking approval under this Listing Rule for the proposed offer of up to 5,000,000 Shares to allow this number of securities not to be included in the calculation under ASX Listing Rule 7.1.

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ASX Listing Rule 7.3 requires that the following information be provided to Shareholders when seeking an approval for the purposes of ASX Listing Rule 7.1:

• (a) the maximum number of Shares to be issued is 5,000,000 Shares;

• (b) the Shares will be issued no later than 3 months after the date of the Annual General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the issue price will be not less than 80% of the average market price for Shares calculated over the 5 days on which sales in the Shares are recorded before the day on which the issue is made or, if there is a prospectus, over the last 5 days on which sales in the securities were recorded before the date the prospectus is signed;

• (d) the Directors will determine to whom the Shares will be issued but these persons will not be related parties of the Company;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) the Company intends to use the funds raised from the issue of the Shares to provide funding for the existing investments of the Company and for general working capital.

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PROXY FORM

APPOINTMENT OF PROXY MEC RESOURCES LIMITED ABN 44 113 900 020

GENERAL MEETING

I/We being a Member of MEC Resources Limited entitled to attend and vote at the Meeting, hereby Appoint Name of proxy OR Mark this box if you wish to appoint the Chairman of the Meeting as your 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 General Meeting to be held at 2 pm (WST), on 29 November 2007 at 14 View Street North Perth WA 6006 and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all the resolutions.

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Adoption of the Remuneration Report Resolution 2 – Re-election of Director - Mr D Breeze Resolution 3 – Re-election of Director – Mr H Goh Resolution 4 – Placement of Shares

OR

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

By marking this box, you acknowledge that the Chair of the Annual General Meeting may exercise your proxy even if he has an interest in the outcome of the Resolutions and that votes cast by the Chair of the Annual General Meeting for the Resolutions other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the Resolutions and your votes will not be counted in calculating the required majority if a poll is called on the Resolutions.

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

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

%

Signed this day of 2007 By: Individuals and joint holders Companies (affix common seal if appropriate) Signature Director Signature Director/Company Secretary Signature Sole Director and Sole Company Secretary

MEC RESOURCES LIMITED ABN 44 113 900 020

Instructions for Completing ‘Appointment of Proxy’ Form

1. 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.

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

3. 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:

4. 2 directors of the company;

5. a director and a company secretary of the company; or

6. 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.

1. 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.

2. 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.