METGASCO LTD — AGM Information 2008

Oct 19, 2008

METGASCO LIMITED

ACN 088 196 383

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at:

Christie Corporate Level 4, 100 Walker St North Sydney

on Monday 17 November 2008 at 11.00am.

Registered Office:

Metgasco Ltd Level 9, 77 Pacific Highway 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 (³AGM´) of Shareholders of Metgasco Limited (³Company´) for 2008 will be held at Christie Corporate, Level 4, 100 Walker St, North Sydney on Monday 17 November 2008 at 11.00 am (EST).

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 COB on Friday 14 November 2008.

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 2008 together with the Directors¶ Report, Directors¶ Declaration and the Auditor¶s Report.

1. Resolution 1 ² Remuneration Report

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

³That the Remuneration Report required by section 300A of the Corporations Act, as contained in the Directors¶ Report of the Company, for the year ended 30 June 2008 be adopted.´

2. Resolution 2 ² Re - Election of Dr Peter Power as a Director

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

³That, 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.´

3. Resolution 3 ² Ratification of issue of ordinary shares pursuant to ASX Listing Rule 7.4

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

³That, in accordance with ASX Listing Rule 7.4, the Company ratifies and approves for the purposes of ASX Listing Rule 7.1, the issue of 6,666,666 fully paid ordinary shares in the capital of the Company, details of which are set out in the explanatory notes to resolution 3 in the Notice of Meeting.´

Metgasco Annual General Meeting 2008 Page 2 of 9

Voting Exclusion

The Company will disregard any votes cast on resolution 3 by:

Equity Trustees Ltd , Aust Ethical Investments, Thorney Investments, The Australian National University, Geotech Investments Pty Ltd and The Sabre Fund and any associate of any one or more of any such 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.

4. Resolution 4 ² Managing Director Participation in Employees and Officers Option Plan - Approval of Issue of Options to Mr David Johnson in accordance with Listing Rule 10.14

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

³That approval be given pursuant to ASX Listing Rule 10.14 for the issue of 251,065 unlisted options over ordinary shares to Mr David Johnson, details of which are set out in the explanatory notes to resolution 4 in the notice of meeting.´

Voting Exclusion

The Company will disregard any votes cast on resolution 4 by any Director or any associates (within the meaning of the Corporations Act 2001).

However, the Company need not disregard a vote by any of the Directors or their associates on resolution 4 if a vote is cast by a person as a proxy for a member of the Company who is entitled to vote, in accordance with the directions of the proxy form; or 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.

5. Resolution 5 ² Executive Director Participation in Employees and Officers Option Plan - Approval of Issue of Options to Ms Glenda McLoughlin in accordance with Listing Rule 10.14

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

³That approval be given pursuant to ASX Listing Rule 10.14 for the issue of 251,065 unlisted options over ordinary shares to Ms Glenda McLoughlin, details of which are set out in the explanatory notes to resolution 5 in the notice of meeting.´

Voting Exclusion

The Company will disregard any votes cast on resolution 5 by any Director or any associates (within the meaning of the Corporations Act 2001).

However, the Company need not disregard a vote by any of the Directors or their associates on resolution 5 if a vote is cast by a person as a proxy for a member of the Company who is entitled to vote, in accordance with the directions of the proxy form; or 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.

6. Resolution 6 ² Executive Director Participation in Employees and Officers Option Plan - Approval of Issue of Options to Mr Richard Wood in accordance with Listing Rule 10.14

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

³That approval be given pursuant to ASX Listing Rule 10.14 for the issue of 176,142 unlisted options over ordinary shares to Mr Richard Wood, details of which are set out in the explanatory notes to resolution 6 in the notice of meeting.´

Voting Exclusion

The Company will disregard any votes cast on resolution 6 by any Director or any associates (within the meaning of the Corporations Act 2001).

However, the Company need not disregard a vote by any of the Directors or their associates on resolution 6 if a vote is cast by a person as a proxy for a member of the Company who is entitled to vote, in accordance with the directions of the proxy form; or 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.

7. Resolution 7 ² Non-Executive Director Participation in Employees and Officers Option Plan - Approval of Issue of Options to Dr Peter Power in accordance with Listing Rule 10.14

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

³That approval be given pursuant to ASX Listing Rule 10.14 for the issue of 300,000 unlisted options over ordinary shares to Dr Peter Power, details of which are set out in the explanatory notes to resolution 7 in the notice of meeting.´

Voting Exclusion

The Company will disregard any votes cast on resolution 7 by any Director or any associates (within the meaning of the Corporations Act 2001).

However, the Company need not disregard a vote by any of the Directors or their associates on resolution 7 if a vote is cast by a person as a proxy for a member of the Company who is entitled to vote, in accordance with the directions of the proxy form; or 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.

8. Resolution 8 - Resignation of BDO Kendalls as Auditor Appointment of BDO Kendalls Audit & Assurance (NSW-VIC) Pty Ltd as Auditor

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

"That:

• Having been advised by the Directors that BDO Kendalls, having first $\mathcal{I}$ . obtained the consent of the Australian Securities & Investments Commission to do so, have resigned as Auditor of the Company:
• BDO Kendalls Audit & Assurance (NSW -VIC) Pty Ltd: $\overline{2}$ .
• Having been Nominated by a Member of the Company, in $(a)$ accordance with s.328B(1) of the Corporations Act 2001; and
• Having given its Consent to Act as Auditor, in accordance with $(b)$ s.328A(1) of the Corporations Act, to the Directors;

Be appointed as the Auditor of the Company."

By Order of the Board

Kid Gall

N J V Geddes Company Secretary Sydney, New South Wales

EXPLANATORY MEMORANDUM

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 Annual General Meeting (³AGM´) to be held at Christie Corporate, Level 4, 100 Walker St, North Sydney on Monday 17 November 2008 at 11.00am (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

2. Resolution 1 ² 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 2008 will be laid before the meeting. The Remuneration Report is set out on pages 19 to 24 of the Company¶s 2008 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.

3. Resolution 2 ² 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 five 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.

$\overline{4}$ . Resolution 3 – Ratification of share issue for purposes of ASX Listing Rules

ASX Listing Rule 7.1 imposes a cap on the number of securities that a company may issue within the 12 month period. ASX Listing Rule 7.4 provides that an issue of equity securities made without Shareholder approval under Listing Rule 7.1 is treated as having been made with Shareholder approval for the purposes of Listing Rule 7.1 if the holders of ordinary securities subsequently approve it, and the issue did not breach Listing Rule 7.1. The issues of the shares described below did not breach any Listing Rules and shareholder ratification to those issues is now sought.

In order to restore the Company's 15% placement capacity, it is proposed that the Members ratify the issues of ordinary shares as detailed below. Ratification provides the Company with flexibility in capital management and allows the Company to make further issues for working capital purposes as required.

On 6 May 2008 the Company issued 6,666,666 ordinary shares at \$0.75 (seventy five cents) each in the capital of the Company to the following investors:

Equity Trustees Ltd	2,500,000
Aust Ethical Investments	1,333,333
Thorney Investments	666,667
The Australian National University	500,000
Geotech Investments Pty Ltd	333,333
The Sabre Fund	1,333,333
TOTAL	6,666,666

These funds were employed for working capital by the Company.

5. Resolution 4 – Executive Director Participation in Employees and Officers Option Plan Issue of Options to Mr David Johnson

It is proposed to grant 251,065 unlisted options, issued at no cash cost, to Mr David Johnson, an executive director of the Company. These options form part of Mr Johnson's remuneration which reduces the cash cost of Directors' remuneration to the Company. The options are exercisable as follows: Tranche 1 - 46,830 at \$1.20 each vesting immediately from date of grant; Tranche 2 - 77,810 at \$1.20 each to be escrowed for 1 year from date of grant; Tranche 3 - 40,847 at \$1.40 each to be escrowed for 1 year from date of grant; Tranche 4 – 85,578 at \$1.60 each to be escrowed from 2 years from date of grant. If the grant of options is approved by Members the grant date will be 1 July 2008 and the options will be issued within one month of the Annual General Meeting.

All Directors: Mr Nicholas Heath, Mr David Johnson, Ms Glenda McLoughlin, Dr Peter Power and Mr Richard Wood are eligible to participate in the Employees and Officers Option Plan

No additional options have been issued or granted to the Directors since last approval was sought.

6. Resolution 5 – Executive Director Participation in Employees and Officers Option Plan Issue of Options to Ms Glenda McLoughlin

It is proposed to grant 251,065 unlisted options, issued at no cash cost, to Ms Glenda McLoughlin, an executive director of the Company. These options form part of Ms MCLoughlin's remuneration which reduces the cash cost of Directors' remuneration to the Company. The options are exercisable as follows: Tranche 1 - 46,830 at \$1.20 each vesting immediately from date of grant; Tranche 2 - 77,810 at \$1.20 each to be escrowed for 1 year from date of grant; Tranche 3 - 40,847 at \$1.40 each to be escrowed for 1 year from date of grant; Tranche 4 – 85,578 at \$1.60 each to be escrowed from 2 years from date of grant. If the grant of options is approved by Members the grant date will be 1 July 2008 and the options will be issued within one month of the Annual General Meeting.

$7.$ Resolution 6 – Executive Director Participation in Employees and Officers Option Plan Issue of Options to Mr Richard Wood

It is proposed to grant 176,142 unlisted options, issued at no cash cost, to Mr Richard Wood, an executive director of the Company. These options form part of Mr Wood's remuneration which reduces the cash cost of Directors' remuneration to the Company. The options are exercisable as follows: Tranche 1 - 32.421 at \$1.20 each vesting immediately from date of grant; Tranche 2 - 54,755 at \$1.20 each to be escrowed for 1 year from date of grant; Tranche 3 - 28,744 at \$1.40 each to be escrowed for 1 year from date of grant: Tranche 4 – 60.222 at \$1.60 each to be escrowed from 2 years from date of grant. If the grant of options is approved by Members the grant date will be 1 July 2008 and the options will be issued within one month of the Annual General Meeting.

8. Resolution 7 - Non-Executive Director participation in Employees and Officers Option Plan Issue of Options to Dr Peter Power

It is proposed to grant 300,000 unlisted options, issued at no cash cost, to Dr Peter Power, a non-executive director of the Company. These options form part of Dr Power's remuneration which reduces the cash cost of Directors' remuneration to the Company. The options are exercisable as follows: Tranche 1 – 100,000 at \$1.20 each vesting immediately from date of grant; Tranche 2 - 100,000 at \$1.40 each to be escrowed for 2 vears from date of grant: Tranche 3 – 100,000 at \$1,60 each to be escrowed for 3 years from date of grant. If the grant of options is approved by Members the grant date will be 1 July 2008 and the options will be issued within one month of the Annual General Meeting.

9 Resolution 8 - Resignation of BDO Kendalls as Auditor Appointment of BDO Kendalls Audit & Assurance (NSW-VIC) Pty Ltd as Auditor

The Company's auditor, BDO Kendalls, has resigned. Pursuant to section 327C of the Corporation Act 2001, the Company must appoint an auditor to fill the vacancy. BDO Kendalls Audit & Assurance (NSW -VIC) Pty Ltd 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 Securities 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.

´Optionsµ means an option to subscribe for a Share on specific terms.

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.

	Metgasco Limited ACN 088 196 383	PROXY FORM
	I/We (PLEASE PRINT NAME)
	Of (ADDRESS)
	being a member/members of Metgasco Limited
A	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 Monday 17 November 2008 commencing at 11.00am and at any adjournment.
B 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. 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 resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution. The Chairman has an interest in the outcome of Resolution 7.
C	Business	For	Against	Abstain
	Resolution 1 ± Remuneration Report
	Resolution 2 ± Re-Election of Dr Peter Power
	Resolution 3 ± Ratification of issue of ordinary shares
	Resolution 4 ± Issue of Options to Mr David Johnson
	Resolution 5 ± Issue of Options to Ms Glenda McLoughlin
	Resolution 6 ± Issue of Options to Mr Richard Wood
	Resolution 7 ± Issue of Options to Dr Peter Power
	Resolution 8 ± Resignation / 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		Or	Number
E	Insert your daytime telephone number	(S T D	)
F	Signature(s)
	Date
	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.

A. Appoint

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.

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 ³For´, ³Against´ and ³Abstain´ 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.

E. Insert your daytime telephone number

This is required in case we need to contact you.

F. Signature(s)/Date

This Form must be signed and dated 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 0188. 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.