MEC RESOURCES LIMITED — AGM Information 2010

Sep 27, 2010

MEC RESOURCES LTD ACN 113 900 020

NOTICE OF ANNUAL GENERAL MEETING

TIME : 1.30 pm (WST) DATE : Wednesday 27 October 2010

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 Deborah Ambrosini, the Company Secretary on +61 8 9328 8477.

CONTENTS

Notice of Annual General Meeting (setting out the proposed Resolutions)	3
Explanatory Statement (explaining the proposed Resolutions)	5
Glossary	8
Proxy Form	Attached
Annexure A – Nomination of Auditor	Attached

TIME AND PLACE OF ANNUAL GENERAL MEETING AND HOW TO VOTE

Venue

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 1:30 pm (WST) on Wednesday 27 October 2010 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 enclosed Proxy Form and return by:

• (a) post to MEC Resources Limited, 14 View Street, North Perth, Western Australia, 6006;

• (b) facsimile to the Company on facsimile number +61 8 9328 8733; or

• (c) email to the Company at admin@mecresources.com.au,

so that it is received not later than 1.30pm (WST) on Monday 25 October 2010.

Proxy Forms received later than this time will be invalid.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 1:30 pm (WST) on Wednesday 27 October 2010 at 14 View Street, North Perth, Western Australia.

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 7:00 pm (AEST) on Monday 25 October 2010.

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

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2010, together with the declaration of the Directors, the Directors’ report, the remuneration report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual financial report for the financial year ended 30 June 2010.”

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MS DEBORAH AMBROSINI

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

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

3. RESOLUTION 3 – APPOINTMENT OF DELOITTE TOUCHE TOHMATSU AS AUDITORS

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 327B of the Corporations Act and for all other purposes, Deloitte Touche Tohmatsu, having been nominated by a Shareholder and having consented in writing to act in the capacity of auditors, be appointed as auditors of the Company."

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4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – SHARES

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 12,857,143 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 a person who participated in the issue and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. ”

DATED: 22 SEPTEMBER 2010

BY ORDER OF THE BOARD

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DEBORAH AMBROSINI

DIRECTOR AND COMPANY SECRETARY

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EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 1.30 pm (WST) on Wednesday 27 October 2010 at 14 View Street, North Perth, Western Australia.

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.

FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2010 together with the declaration of the Directors, the Directors’ report, the remuneration report and the auditor’s report.

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

Whilst the Company will not provide a hard copy of the Company’s annual financial report unless specifically requested to do so, Shareholders may view the Company annual financial report on its website at www.mecresources.com.au.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ended 30 June 2010.

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

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MS DEBORAH AMBROSINI

In accordance with ASX Listing Rule 14.4, no Director (except the managing director) of the Company may hold office (without re-election) past the longer of 3 years and the third Annual General Meeting following his or her appointment. Further. clause 11.3 of the Constitution requires that if the Company has three or more Directors, one third (or the number nearest one-third) of those Directors must retire at each annual general meeting, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Company currently has 5 Directors and accordingly 1 must retire.

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A Director who retires by rotation under clause 11.3 of the Constitution is eligible for re-election.

Ms Deborah Ambrosini retire by rotation and seek re-election.

3. RESOLUTION 3 – APPOINTMENT OF DELOITTE TOUCHE TOHMATSU AS AUDITORS

PKF Chartered Accountants and Business Advisers ( PKF ), who are the Company’s current auditors, have given notice of their intention to resign as auditor of the Company (under section 329(5) of the Corporations Act).

In July 2010, PKF submitted a notice of resignation to the Company and obtained ASIC’s consent to the resignation in accordance with sections 329(5) and 329(6) of the Corporations Act. Pursuant to section 327C(1) of the Corporations Act, the Company appointed Deloitte Touche Tohmatsu as auditors of the Company to fill the casual vacancy. An auditor appointed pursuant to section 327C(1) holds office until the company’s next annual general meeting.

In accordance with section 328B(1) of the Corporations Act, the Company has sought and obtained a nomination from a Shareholder for Deloitte Touche Tohmatsu to be appointed as the Company’s auditors. A copy of this nomination is attached to this Explanatory Statement as Annexure A.

Deloitte Touche Tohmatsu have given their written consent to act as the Company’s auditors, subject to Shareholder approval.

If Resolution 3 is passed, the appointment of Deloitte Touche Tohmatsu as the Company’s auditors will take effect at the close of the Annual General Meeting.

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – SHARES

4.1 General

On 15 September 2010, the Company issued 12,857,143 Shares pursuant to a funding agreement ( Placement ).

The subscribers under the offer were not related parties of the Company.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Share Ratification ).

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

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

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4.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Share Ratification:

• (a) 12,857,143 Shares were allotted and issued;

• (b) the issue price was $0.35 per Share;

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

• (d) the Shares were allotted and issued to parties invited to participate in the Placement, being sophisticated investors; and

• (e) the funds raised from this issue will be used to invest further in investee company, BPH Corporate Ltd.

5. ENQUIRIES

Shareholders are required to contact Deborah Ambrosini, the Company Secretary on +61 8 9328 8477 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

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

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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

Company means MEC Resources Ltd (ACN 113 900 020).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Directors means the current directors of the Company.

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

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

Placement has the meaning given to that term in Section 4.1 of the Explanatory Statement.

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

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

Shareholder means a holder of a Share.

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

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PROXY FORM

APPOINTMENT OF PROXY MEC RESOURCES LTD ACN 113 900 020

ANNUAL GENERAL MEETING

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

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the Annual General Meeting to be held at 1:30 pm (WST), on Wednesday 27 October 2010 at 14 View Street, North Perth, Western Australia, and at any adjournment thereof.

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

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

By marking this box, you acknowledge that the Chair of the Annual General Meeting may exercise your proxy even if s/he has an interest in the outcome of Resolution 4 and that votes cast by the Chair of the Annual General Meeting for Resolution 4 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolution 4 and your votes will not be counted in calculating the required majority if a poll is called on Resolution 4.

OR

Voting on Business of the Annual General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Adoption of Remuneration Report Resolution 2 – Re-election of Director – Ms Deborah Ambrosini Resolution 3 – Appointment of Deloitte Touche Tohmatsu as Auditors Resolution 4 – Ratification of Prior Issue - Shares

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

Signature of Member(s):

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

Contact Name: _____ Contact Ph (daytime): _________

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MEC RESOURCES LTD ACN 113 900 020

Instructions for Completing ‘Appointment of Proxy’ Form

1.

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

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

3.

( Signing Instructions ):

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

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

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

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

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

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

• (a) post to MEC Resources Limited, 14 View Street, North Perth, Western Australia, 6006; or

• (b) facsimile to the Company on facsimile number +61 8 9328 8733; or

• (c) email to the Company at admin@mecresources.com.au,

so that it is received not later than 1:30pm (WST) on Monday 25 October 2010.

Proxy forms received later than this time will be invalid.

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ANNEXURE A – NOMINATION OF AUDITO R

MEC Resource Ltd 14 View Street North Perth Western Australia 6006

I, David Leslie Breeze, being a member of MEC Resources Limited ( Company ), nominate Deloitte Touche Tohmatsu in accordance with Section 328B(1) of the Corporations Act 2001 (Cth) ( Act ) to fill the office of auditor of the Company.

Please distribute copies of this notice of this nomination as required by Section 328B(3) of the Act.

Signed and dated 20 September 2010:

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David Breeze

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