MEC RESOURCES LIMITED

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1[st] September 2009

Dear Shareholder,

Invitation to participate - MEC Resources Share Purchase Plan

The Directors of MEC Resources are pleased to announce to all shareholders a limited opportunity to participate in a Shareholder Share Purchase Plan (‘SSPP’).

The Company would like to give shareholders the opportunity to maximise the benefits of their current MEC Resources shareholding through the ‘SSPP’.

Each shareholder is limited to subscribe for a minimum of $1,000.00 and a maximum of $15,000.00 worth of shares. Eligible shareholders can purchase shares, at a 10% discount to the weighted average price of the last 5 trading days prior to the day on which the issue is made. The offer is strictly limited to a maximum of 30% of the existing share capital and applications will be accepted on a first received basis .

The ‘SSPP’ is an exclusive share offer (free of all brokerage and commission charges) made only to those shareholders registered as holders of fully paid shares in the Company at 5.00pm (WST) on the 28[th] August 2009 (‘Record Date’).

The Company reserves the right to place any shares not taken up under the ‘SSPP’ with third party investors following completion of the ‘SSPP’. Such a placement may be underwritten and an underwriting fee paid.

Participation in the ‘SSPP’ is entirely at the option of the shareholder and the offer is non-renounceable. The market price of the shares may change between the date of this offer and the date when the new shares are issued.

A total of 32,426,889 shares are being offered and if fully subscribed will increase the number of shares on issue to 140,516,519. The number of shares to be issued under the ‘SSPP’ will come within the Company’s capacity to issue up to 30% of its capital in an ‘SSPP’. In the event of an oversubscription by the Closing Date the Directors may in their absolute discretion scale-back all applications on a pro-rata basis.

On the trading day immediately prior to the announcement date of the SSPP (being 18 August 2009) the closing price of shares traded on ASX was 29 cents. The market price of the Shares in the Company may rise and fall between the date of the announcement and the date that any shares are allotted in respect of an application under the SSPP. This means the number of shares applied for under the SSPP will vary depending on the weighted average price of the last 5 days prior to the day on which the issue is made.

Funds raised from the SSPP will be used to contribute to the continuing exploration and development of investee company Advent Energy Ltd’s assets, including a contribution to the imminent drilling of the offshore Sydney Basin Petroleum Exploration Permit 11 (PEP 11), further investment and to meet anticipated expenses of the issue estimated at $14,000.

To subscribe for shares please:

Fill in the share application form then place this form and a cheque for the amount desired and post to be received on or before the application closing date of 28[th] September 2009.

Key Dates-Timetable for the offer:

Record date for entitlements: 5pm WST on 28[th] August 2009. Closing date for applications: 5pm WST on 28[th] September 2009.

These dates are indicative only. The Company may vary the dates and times of the offer without notice. Accordingly shareholders are encouraged to submit their Acceptance Form as soon as possible.

If you have any questions regarding the Shareholder Share Purchase Plan or how to deal with this Offer, please contact your stockbroker or professional adviser or MEC Resources Limited’s share registry, Security Transfer Registrars on (08) 9315 2333.

Kind Regards,

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Deborah Ambrosini Company Secretary MEC Resources Limited

ACN 113 900 020

PO Box 317, North Perth 6906, Western Australia 14 View Street, North Perth, Western Australia 6006 [email protected] www.mecresources.com.au

T: +61 8 9328 8366 F: +61 8 9328 8733

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SHAREHOLDER SHARE PURCHASE PLAN APPLICATION FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

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MEC RESOURCES LTD

REGISTERED OFFICE:

MEC RESOURCES LTD 14 View Street North Perth WA 6006 AUSTRALIA

ACN: 113 900 020

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SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: [email protected] W: www.securitytransfer.com.au

Code:

Holder Number: Record Date: 28 August 2009

NON-RENOUNCEABLE SHARE OFFER CLOSING AT 5.00PM WST ON 28 SEPTEMBER 2009

THE NUMBER OF NEW SHARES TO BE ISSUED BY THE COMPANY ON THE ISSUE DATE WILL BE DETERMINED ON A SUBSCRIPTION PRICE FOR EACH NEW SHARE EQUAL TO 10% DISCOUNT TO THE VOLUME WEIGHTED AVERAGE PRICE (AS DEFINED IN THE LISTING RULES OF THE AUSTRALIAN SECURITIES EXCHANGE LIMITED) OF EXISTING FULLY PAID ORDINARY SHARES IN THE COMPANY QUOTED ON THE ASX DURING THE PERIOD OF 5 DAYS ON WHICH SALES WERE RECORDED IMMEDIATELY PRIOR TO THE OFFER CLOSING ON 28 SEPTEMBER 2009.

(1) I/We, the above mentioned, wish to apply for the number of Fully Paid Ordinary Shares which will be issued in accordance with the Shareholder Share Purchase Plan (SSPP) and the Constitution of the Company as stated below: (please mark "X" to indicate one choice only)

TOTAL SUBSCRIPTION TOTAL SUBSCRIPTION TOTAL SUBSCRIPTION AMOUNT APPLIED FOR AMOUNT APPLIED FOR AMOUNT APPLIED FOR OFFER A $15,000.00 OFFER F $10,000.00 OFFER K $5,000.00 OFFER B $14,000.00 OFFER G $9,000.00 OFFER L $4,000.00 OFFER C $13,000.00 OFFER H $8,000.00 OFFER M $3,000.00 OFFER D $12,000.00 OFFER I $7,000.00 OFFER N $2,000.00 OFFER E $11,000.00 OFFER J $6,000.00 OFFER O $1,000.00 (2) I/We have enclosed/made payment for the amount shown above (following the payment instructions as detailed overleaf). (3) I/We hereby authorise you to place my/our name(s) on the register of members in respect of the New Securities allotted to me/us. (4) I/We agree to be bound by the Constitution of the Company and the terms of the SSPP. (5) I/We hereby agree to accept any lesser number of new Shares applied for. (6) I/We hereby certify that the amount of Shares subscribed for by me/us pursuant to the SSPP (being a maximum of $15,000 worth of Shares) does not exceed $15,000 taking into account the Shares the subject of this application and any other Shares applied for by me/us under the SSPP or any other similar arrangement within the 12 months prior to this application including other beneficial interests. Limit on Participation- see overleaf for details. (7) My/Our contact details in case of enquiries are: NAME TELEPHONE NUMBER ( ) EMAIL ADDRESS @ RETURN OF THIS DOCUMENT WITH THE REQUIRED REMITTANCE WILL CONSTITUTE YOUR ACCEPTANCE OF THE SECURITIES BEING OFFERED. REGISTRY DATE STAMP PAYMENT INFORMATION - Please also refer to payment instructions overleaf. Biller Code: 117226 CHEQUE/MONEY ORDER All cheques (expressed in Australian currency) are Ref: to be made payable to MEC RESOURCES LTD TRUST ACCOUNT and crossed "Not Negotiable". BPAY® this payment via internet or phone banking. E & O.E.

(2) I/We have enclosed/made payment for the amount shown above (following the payment instructions as detailed overleaf).

(3) I/We hereby authorise you to place my/our name(s) on the register of members in respect of the New Securities allotted to me/us.

(4) I/We agree to be bound by the Constitution of the Company and the terms of the SSPP.

(5) I/We hereby agree to accept any lesser number of new Shares applied for.

(6) I/We hereby certify that the amount of Shares subscribed for by me/us pursuant to the SSPP (being a maximum of $15,000 worth of Shares) does not exceed $15,000 taking into account the Shares the subject of this application and any other Shares applied for by me/us under the SSPP or any other similar arrangement within the 12 months prior to this application including other beneficial interests. Limit on Participation- see overleaf for details.

(7) My/Our contact details in case of enquiries are:

NAME

EMAIL ADDRESS

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1613327137

4208327130

LODGEMENT INSTRUCTIONS

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PAYMENT INSTRUCTIONS

Biller Code: 117226

CHEQUE/MONEY ORDER

All cheques should be drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable".

BPAY® this payment via internet or phone banking. Your reference number is quoted on the front of this form.

Multiple acceptances must be paid separately.

Applicants should be aware of their financial institution's cut-off time (the time payment must be made by to be processed overnight). It is the Applicant's responsibility to ensure funds are submitted correctly by the closing date and time.

You do not need to return this form if you have made payment via BPAY.

Your BPAY reference number will process your payment to your entitlement electronically and you will be deemed to have applied for such Securities for which you have paid.

Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured.

Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid.

Do not forward cash as receipts will not be issued.

When completed, this form together with the appropriate payment should be forwarded to the share registry:

Security Transfer Registrars Pty Ltd PO Box 535, APPLECROSS WA 6953.

Applications must be received by Security Transfer Registrars Pty Ltd no later than 5.00pm WST on the closing date.

CERTIFICATION

By making payment for the application monies, I/we hereby:

Acknowledge that I/we have read and understood the Terms of the SSPP;

LIMITATION ON PARTICIPATION

The maximum subscription limitation of $15,000 will apply even if an eligible Holder has received more than one form (whether in respect of a joint holding or because the eligible Holder has more than one holding under separate Security accounts).

Agree to be bound by the Terms of the Constitution of the Company and the SSPP;
Agree to accept any lesser number of new Securities than the number of Securities applied for; and
Certify that the amount of Securities subscribed for by me/us pursuant to the SSPP does not exceed the maximum amount taking into account the Securities the subject of this application and any other Securities applied for by me/us under the SSPP or any other similar arrangement within the 12 months prior to this application including joint and other beneficial interests.

ENQUIRIES

All enquiries should be directed to the Company's share registry:

Security Transfer Registrars Pty Ltd

PO Box 535, Applecross WA 6953 AUSTRALIA

770 Canning Highway, Applecross WA 6153 AUSTRALIA

Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email [email protected]

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

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MEC RESOURCES LIMITED TERMS AND CONDITIONS OF SSPP ÁCN: 44 113 900 020

This document sets out the terms and conditions governing an offer of shares made to Eligible Members under the MEC Resources Limited Shareholder Share Purchase Plan (“SSPP”).

1: Definitions

In this SSPP, unless the context otherwise indicates:

Acceptance Period means the period commencing on the date on which Offers under that SSPP are sent to Eligible Members and ceasing on the Closing Date;

ASX means Australian Securities Exchange Limited;

ASX Listing Rules means the Listing Rules of ASX;

Board means the 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;

Closing Date means the date specified in an Offer, or such later date as may be determined by the Board;

Company means MEC Resources Limited;

Eligible Members means members of the Company eligible to participate in an Offer as determined under clause 2;

Offer means a non-renounceable offer of Shares to Eligible Members under the SSPP from time to time;

Market Price means the weighted average sale price of Shares in an ordinary course of trading on ASX over the five (5) Business Days the stock traded immediately prior to the date of issue of Shares under the Offer. If no Shares have been sold on ASX during those five business days, the Purchase Price will be determined by the Board having regard to the last price per Share of such Shares in the Company sold in the ordinary course of trading on ASX prior to the date of issue;

Purchase Price means the subscription price for each Share determined in accordance with clause 5 and specified in each Offer;

Record Date means the date for determining eligibility in an Offer as may be determined by the Board;

SSPP means the MEC Resources Limited Shareholder Share Purchase Plan approved by the Board from time to time;

Shares means fully paid ordinary shares in the Company; and

Terms means the terms of the SSPP, as amended and modified from time to time.

MEC RESOURCES LIMITED TERMS AND CONDITIONS OF SSPP ÁCN: 44 113 900 020

2: Eligibility to Participate

2.1 The members of the Company who will be eligible to apply for Shares under an Offer (the “Eligible Members”) are those who:
are recorded in the Company’s register of members at 5pm Western Standard Time on the relevant Record Date, as determined by the Board, for that Offer;
• have an address (as recorded in the Company’s register of members) in a jurisdiction in which it is lawful and practical for the Company to offer and issue shares under the SSPP (in the reasonable opinion of the board); and
the Company has received an application form together with the application monies during the Acceptance Period.
2.2 The Board may from time to time decide that the right to participate in the SSPP will not be available to members who have registered addresses in a country or a place where participation in the SSPP would or may be unlawful, if no registration statement is given or other formality under the laws of that country or place is not complied with.

3: Application Forms

3.1 The Company will not accept an application form unless: (a) it is received during the Acceptance Period; and
(b) the Eligible Member provides the appropriate monies to accompany the application form.
3.2 In response to an Offer, Eligible Members: (a) must apply for at least the minimum $1,000.00 worth of Shares (based on the Purchase Price for that offer); and
(b) may only apply for such number of Shares that will result in the total Purchase Price for that Offer when aggregated with the total Purchase Price paid in response to all other Offers (or similar arrangement) in the 12 month period prior to the date of that Offer not exceeding $15,000.00 worth of Shares (based on the Purchase Price of each relevant Offer).
3.3 In respect of application monies received from an Eligible Member, the Company will, at any time earlier and/or within 7 Days of the Closing Date (“Allotment Period”):
(a) credit that Eligible Member with so much of the application monies as does not exceed $15,000.00 when added to all other application monies (if any) received from the Eligible Member in the preceding 12 months, pursuant to the SSPP (“Allowable Cash Contribution”);
(b) determine the maximum number of additional Shares referable to the Allowable Cash Contribution; and
(c) return to the Eligible Member so much of the application monies, if any, received from them as exceeds the Allowable Cash Contribution.

4: Operation of the SSPP

4.1 All Offers made under the SSPP are non-renounceable. 4.2 Participation in the SSPP by Eligible Members is entirely optional and is subject to these Terms.
4.3 Each Eligible Member is solely responsible for obtaining any government or regulatory approvals and consents necessary for that Eligible Member to be eligible to participate in the SSPP.

5: Calculation of the Purchase Price and Acceptance of Risk Factors

5.1 The Purchase Price of Shares under an Offer will be determined by the Board at the time each Offer is made, but must be offered at a discount to the Market Price.
5.2 By accepting an Offer and applying for Shares under the SSPP, each Eligible Member will be acknowledging that although the Purchase Price is at a discount to the Market Price, Shares are a speculative investment and the price of Shares on ASX may change between the date of the Company announcing its intention to make an Offer and the date of issue of Shares under that Offer and that the price and/or value and/or number of the Shares received under the SSPP may rise or fall accordingly.

6: Terms of Issue of Shares

6.1 The Board reserves the right to refuse an application (in whole or in part) if it considers that: (a) the applicant is not an Eligible Member;
(b) the issue of those Shares would contravene any law or the ASX Listing Rules; or
(c) the applicant has not otherwise complied with the terms of the SSPP.

MEC RESOURCES LIMITED TERMS AND CONDITIONS OF SSPP ÁCN: 44 113 900 020

6.2 Shares will not be allotted under the SSPP, unless and until all necessary shareholder approvals or relevant ASX waivers are obtained to ensure that the issue of the Shares does not contravene any laws or the ASX Listing Rules.
6.3 The Company reserves the right to allot fewer or no Shares than an Eligible Member applies for pursuant to an Offer or if the necessary shareholder approval for the issue of Shares is not obtained, or if the Company believes that the allotment of those Shares would otherwise contravene any law or ASX Listing Rule. In the event the Company is not permitted to issue all the Shares offered as a result of any law or ASX Listing Rule, the Company will use its best endeavors to allocate Shares to Eligible Members applying for Shares on a prorata basis or on some other equitable basis as may be determined by the Board.
6.4 From their date of issue, Shares allotted under the SSPP will rank equally in all respects with the then existing fully paid ordinary shares in the Company and therefore will carry the same voting rights, dividend rights and other entitlements.
6.5 The Company will apply for quotation on ASX of Shares issued under the SSPP, within the period prescribed by the ASX Listing Rules.
6.6 No brokerage, commissions or other transaction costs will be payable by Eligible Members in respect of an application for, and an issue of, Shares under the SSPP.
6.7 Subject to clause 6.1, 6.2 and 6.3 Shares will be issued and holding statements dispatched no later than 15 Business Days after the Closing Date stipulated in respect of an Offer.

7: General

7.1 The SSPP will be administered by the Board or a committee of the Board who will have an absolute discretion to:
(a) determine appropriate procedures for administration of the SSPP consistent with these Terms; (b) resolve conclusively all questions of fact or interpretation arising in connection with the SSPP or these Terms; and
(c) delegate to any one or more persons, for such period and on such conditions as they may determine, the exercise of their powers or discretions under the SSPP or these Terms.
7.2 The SSPP and these Terms may be suspended, terminated or amended at any time by the Board.
7.3 The SSPP will operate until terminated by the board.
7.4 The Board may resolve any dispute concerning the SSPP in such manner as they see fit or adopt any administrative procedures in relation to the SSPP as they deem appropriate. The decision of the board will be final and binding on the parties to the dispute or the Eligible Members or both, as the case may be.
7.5 Interpretation : In this plan, unless the context otherwise requires:
(a)Joint holders: If you are recorded with one or more other persons as the joint holder of a holding of MEC Resources Ltd Shares, that joint holding is considered to be a single registered holder for the purpose of the SSPP, and the joint holders are entitled to participate in the SSPP in respect of that holding. If the same joint holders receive more than one offer under the SSPP due to multiple identical holdings, the joint holders may only apply for one maximum parcel of MEC Resources Ltd Shares.

(b)Trustees and nominees: If a trustee or nominee is expressly noted on the register of members as holding shares on account of another person (a "Beneficiary"):

(a) the Beneficiary is taken to be the registered holder in regard to those shares; and

(b) any application for the issue of shares to the trustee or nominee, is taken to be an application by, or an issue to, the Beneficiary.

7.6 These Terms are governed by and construed in accordance with the laws for the time being in force in the State of Western Australia.

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AI assistant

MEC RESOURCES LIMITED Capital/Financing Update 2009

65353_rns_2009-08-31_106b0f38-79d4-48bf-ae07-4f9d4e048b88.pdf

Invitation to participate - MEC Resources Share Purchase Plan

To subscribe for shares please:

Key Dates-Timetable for the offer:

These dates are indicative only. The Company may vary the dates and times of the offer without notice. Accordingly shareholders are encouraged to submit their Acceptance Form as soon as possible.