METGASCO LTD — AGM Information 2005

Oct 17, 2005

METGASCO LIMITED

ACN 088 196 383

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at Vibe Hotel North Sydney, Ballroom B, 88 Alfred Street, Milsons Point, NSW on Wednesday 23rd November 2005 at 3.00pm.

Registered Office:

Metgasco Ltd Level 3, 32 Walker St North Sydney NSW 2060

This Notice of Annual 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, Nick Geddes by telephone on 02-9252 1933.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Metgasco Limited ("Company") for 2005 will be held at Vibe Hotel North Sydney, Ballroom B. 88 Alfred Street. Milsons Point, NSW on 23rd November 2005 at 3.00pm (EST) ("AGM").

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

The Directors have determined pursuant to regulation 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the AGM are those who are registered as Shareholders of the Company at 3.00 pm (EST) on Monday 21^st November 2005. Terms and abbreviations used in this Notice of Meeting are defined in Schedule 1.

AGENDA

Reports and Accounts

To receive the financial statements of the Company for the year ended 30 June 2005 together with the Directors' Report. Directors Declaration and the Auditor's Report.

$\mathbf{1}$ Resolution 1 – Re-election of Dr Peter Power as a Director

To consider, and if thought fit, pass as an ordinary resolution the following:

"That, Dr Peter Power, being a Director of the Company retires by rotation in accordance with the Constitution and, being eligible, is hereby re-elected in accordance with the Constitution as a Director of the Company."

$\overline{2}$ . Resolution 2 - Ratification of First Share Issue

To consider, and if thought fit, pass as an ordinary resolution the following:

"That, in accordance with ASX Listing Rule 7.4, Shareholders ratify the allotment and issue in October 2005 pursuant to a Prospectus dated 11th October 2005 of 9,850,000 shares each at \$0.30 to raise \$2,955,000 ("First Share Issue") on the terms and conditions contained in the Explanatory Memorandum".

Voting Exclusion

The Company will disregard any votes cast on this resolution by a person, and their associate, who has participated in the First Share Issue. However, the Company will not disregard a vote if:

$(a)$ it is cast by the person as a 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 directions on the Proxy Form to vote as the proxy decides.

3. Resolution 3 - Approval of Second Share Issue

To consider, and if thought fit, pass as an ordinary resolution the following:

"That, in accordance with ASX Listing Rule 7.1, Shareholders approve the allotment and issue pursuant to a Prospectus dated 11th October 2005 of 3,450,000 shares each at \$0.30 to raise \$1,035,000 ("Second Share Issue") on the terms and conditions contained in the Explanatory Memorandum".

Voting Exclusion

The Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit expect a benefit solely in the capacity of a holder of ordinary securities if the resolution is pasted and an associate of that person. However, the Company will not disregard a vote if:

• it is cast by the person as a proxy for a person who is entitled to vote, in $(a)$ accordance with directions on the Proxy Form: or
• it is cast by the person chairing the meeting as proxy for a person who is entitled $(b)$ to vote, in accordance with directions on the Proxy Form to vote as the proxy decides.

Resolution 4 - Remuneration Report $\overline{4}$ .

To consider, and if thought fit, pass the following non-binding resolution:

"That the Remuneration Report be adopted."

5. Resolution 5 - Appointment of Auditor

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That BDO Chartered Accountants be appointed as the auditors of the Company."

By Order of the Board

N J V Geddes Company Secretary Sydney, New South Wales

EXPLANATORY MEMORANDUM

$\mathbf{1}$ . 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 AGM to be held at Vibe Hotel North Sydney, Ballroom B, 88 Alfred Street, Milsons Point, NSW on 23^rd November 2005 at 3.00pm (EST).

The purpose of this Explanatory Memorandum is to provide information which the Board of Directors believe is material to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice of Annual General Meeting.

BACKGROUND TO RESOLUTIONS

$\overline{2}$ Resolution 1 – Re-election of Dr Peter Power as a Director

The Constitution requires that if the Company has three or more Directors, one third of those Directors must retire at each AGM (rounded down to the nearest whole number).

The Company currently has four Directors and accordingly one must retire.

The Constitution provides that a Director who retires under that Article is eligible for reelection.

Pursuant to the Constitution Dr Peter Power will retire by rotation and seeks re-election.

Details of Dr Power's background and experience are set out in the Annual Report which accompanies this Explanatory Memorandum.

The Board supports the re-election of Dr Peter Power.

Resolution 2 - Ratification of First Share Issue 3

$31$ General

On 11^th October 2005 the Company issued a Prospectus for the issue of 13,300,000 Shares each at \$0.30 of which 9,850,000 shares were issued ("the First Share Issue") and 3,450,000 shares will be issued, subject to shareholder approval at this meeting ("the Second Share Issue").

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the allotment and issue of shares under the First Share Issue.

32 Specific Information required by ASX Listing Rule 7.5

For the purposes of ASX Listing Rule 7.5 information regarding the Placement is provided as follows:

• 9.850.000 Shares were allotted. $(a)$
• The issue price of each Share was \$0.30. $(b)$
• The Shares are fully paid ordinary shares in the capital of the Company. $(c)$
• 9,850,000 Shares have been allotted to persons who applied pursuant to the $(d)$ Prospectus.
• The Company intends to use the funds raised by the First Share Issue to conduct $(e)$ appraisal drilling, further development of infrastructure projects and replenish working capital.

3.3 Reason Ratification Required

Listing Rule 7.1 states a company in any 12 month period may only issue securities which total 15% of its issued capital without shareholder approval.

By issuing the Shares without shareholder approval the Company has substantially utilised its placement capacity under ASX Listing Rule 7.1.

The Company wishes to restore its 15% placement capacity and accordingly, under ASX Listing Rule 7.4, seeks shareholder ratification of the First Share Issue.

$\overline{4}$ Resolution 3 - Approval of Second Share Issue

$41$ General

On 11^th October 2005 the Company issued a Prospectus for the issue of 13,300,000 Shares each at \$0.30 of which 3.450,000 Shares will be issued, subject to shareholder approval at this meeting ("the Second Share Issue").

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.1 for the allotment and issue of shares under the Second Share Issue.

4.2 Specific Information required by ASX Listing Rule 7.3

For the purposes of ASX Listing Rule 7.3 information regarding the Second Share Issue is provided as follows:

• $(a)$ 3.450.000 Shares will be allotted.
• $(b)$ The issue price of each Share will be \$0.30.
• $(c)$ The Shares are fully paid ordinary shares in the capital of the Company.
• $(d)$ 3.450,000 Shares will be issued and allotted within one month after the date of the meeting to persons who applied pursuant to the Prospectus.
• $(e)$ The Company intends to use the funds raised by the Second Share Issue to conduct appraisal drilling, further development of infrastructure projects and replenish working capital.

4.3 Reason Ratification Required

Listing Rule 7.1 states a company in any 12 month period may only issue securities which total 15% of its issued capital without shareholder approval.

The purpose of this resolution is to enable the Second Share Issue to comply with the requirements of ASX Listing Rule 7.1.

5. Resolution 4 - Remuneration Report

As required by section 250R(2) of the Corporations Act 2001, the Remuneration Report of the Company for the financial year ending 30 June 2005 will be laid before the meeting. The Remuneration Report is set out on page 18 of the Company's 2005 Annual Report. The Report explains the structure of and policy behind the Company's remuneration practices and sets out the remuneration details for each director. A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting. The resolution is advisory only and does not bind the Company.

6. Resolution 5 - Appointment of Auditor

The Company's auditor, Mr Gregory McLeay of McLeay Chartered Accountants, has resigned. Pursuant to section 327C of the Corporations Act 2001, the Company must appoint an auditor to fill the vacancy. BDO Chartered Accountants have consented to act as auditors of the Company should they be appointed at this meeting.

SCHEDULE 1

Definitions

In this Explanatory Memorandum and Notice of General Meeting:

"ASIC" means the Australian Securities and Investments Commission.

"ASX" means Australian Stock Exchange Limited.

"ASX Listing Rules" means the listing rules of the ASX.

"Company" means Metgasco Limited.

"Constitution" means the Constitution of the Company.

"Corporations Act" means the Corporations Act 2001 (Cth).

"Directors" means the directors of the Company.

"First Share Issue" means the issue of 9,850,000 shares pursuant to a Prospectus dated 11th October 2005

"Second Share Issue" means the issue of 3,450,000 shares pursuant to a Prospectus dated 11th October 2005

"Proxy Form" means the proxy form attached to the Notice of General Meeting.

"Resolution" means a resolution referred to in the Notice of General Meeting.

"Shareholder" means a shareholder of the Company.

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

PROXY FORM

IVYA EL VIVIVI Metgasco Limited
	ACN 088 196 383
	$1/\sqrt{N}$ (PLEASE PRINT NAME)
	0f (ADDRESS)
	being a member/members of Metgasco Limited
А	Appoint (PLEASE PRINT NAME)
	or failing the person so named (or if no person is named) the Chairman of the Meeting [if appointing the Chairman see B below] as proxy to vote in accordance with the following directions (or if no directions have been given as the proxy or the Chairman sees fit) at the Annual General Meeting of members of Metgasco Limited to be held on Wednesday 23 November 2005 commencing at 3.00pm and at any adjournment.
В Exercise of Proxy by Chairman For undirected proxies, the Chairman intends to vote in favour of each resolution. If you do not wish to direct your proxy how to vote, 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 that interest.
С	Business	For	Against	Abstain
	Resolution 1 – Re-election of Dr Peter Power
Resolution 2 – Ratification of First Share Issue
Resolution 3 - Approval of Second Share Issue
Resolution 4 - Remuneration Report
Resolution 5 - Appointment of Auditor
D	If Appointing a Second Proxy
State here the percentage of your voting rights		$\%$
Or the number of shares applicable to this Form			٥r	Number
Ε	Insert your daytime telephone number	(STD)
F	Signature(s)

Signatures if Corporate Shareholder (See Note F)

Executed in accordance with section 127 of the Corporations Act

Director/Sole Director sign and print name

Director/Secretary sign and print name

Note: For your proxy to be entitled to vote your shares at the Meeting, the completed Proxy Form must be received by the Company not later than 48 hours prior to the Meeting.

INSTRUCTION FOR COMPLETION OF PROXY FORM

Your vote is important. Please direct your proxy how to vote. For your proxy to be entitled to vote your shares at the Meeting, the completed Proxy Form must be received by the Company not later than 48 hours prior to the Meeting. Any proxy received after this deadline will be treated as invalid.

Appoint Α.

Insert here the name of the person you wish to appoint as proxy. Members cannot appoint themselves. If you submit a Proxy Form, which does not name a person to act as your proxy, the Chairman of the Meeting will act as your proxy. You can vote your shares by proxy even if you plan to attend the Meeting.

B. Exercise of Proxy by Chairman

For undirected proxies, Chairman intends to vote in favour of each resolution. If you do not wish to direct your proxy how to vote, please place a mark in the box. By marking the 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 that interest.

$\mathbf{C}$ . Business

If you wish to direct your proxy how to vote on any item, place a mark in the appropriate box. If a mark is placed in a box, your total shareholding will be voted in that manner. You may, if you wish, split your voting direction by inserting the number of shares you wish to vote in the appropriate box. The vote will be invalid if a mark is made against more than one box for a particular item or if the total shareholding shown in "For", "Against" and "Abstain" boxes is more than your total shareholding on the share register.

D. If Appointing a Second Proxy

A member is entitled to appoint up to two persons (whether members or not) to attend the Meeting as proxies and vote. If you wish to appoint two proxies please photocopy your proxy form or obtain another proxy form by calling the Company Secretary on (02) 9252 1933. Both Forms should be completed with the nominated percentage of your voting rights or number of shares on each Form. If you do not specify the nominated percentage of your voting rights or number of shares, each of the proxies may exercise half of the votes. Please return these Proxy Forms together.

Е. Insert your daytime telephone number

This is required in case we need to contact you.

$F_{\perp}$ Signature(s)

This Form must be signed by the member. If the member is an Australian corporation, the Form must be executed in accordance with section 127 of the Corporations Act or by an attorney. If this Form is signed by a person who is not the registered shareholder then the relevant authority must either have been exhibited previously to the Company or be enclosed with this Form.

Further Important Information

Please return your completed Proxy Form to the Company Secretary c/- Australian Company Secretaries Pty Ltd, at Level 5, 255 George Street, Sydney, NSW, 2000 (GPO Box 4231, Sydney, NSW, 2001). Alternatively, your Form can be faxed to the Company on (02) 9252 2487. To be effective, the Form must be received by the Company at the above address not later than 48 hours prior to the Meeting. If you require further information on how to complete the Proxy Form, telephone the Company Secretary on (02) 9252 1933.