METGASCO LTD — AGM Information 2011

Oct 12, 2011

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NOTICE OF ANNUAL GENERAL MEETING

to be held at 11.00 am on Monday 14 November 2011 at Christie Corporate Level 4, 100 Walker Street North Sydney NSW 2060

Shareholders who have elected not to receive a printed copy of the Company’s 2011 Annual Report may obtain a copy from the Company’s website www.metgasco.com.au under Investors and Media.

Registered Office: Metgasco Ltd ACN 088 196 383 Level 9, 77 Pacific Highway North Sydney NSW 2060

Metgasco Limited ACN 088 196 383

Notice is hereby given that the Annual General Meeting (“the Meeting”) of Metgasco Limited (“the Company”) will be held at 11.00 am on Monday 14 November 2011 at Christie Corporate, Level 4, 100 Walker Street, North Sydney NSW 2060.

ORDINARY BUSINESS

Consideration of Financial Report

To consider the Financial Report and the reports of the Directors and Auditors for the year ended 30 June 2011.

Neither the Corporations Act 2001 nor the Company’s Constitution requires a vote of shareholders on the reports or statements. However, shareholders will be given the opportunity to ask questions or make comments on the reports and statements at the meeting.

Resolution 1 Adoption of Remuneration Report

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

“That 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 2011 be adopted, details of which are set out in the explanatory notes to resolution 1 in the notice of meeting.”

Resolution 2 Re-election of Mr Nicholas Heath as a Director

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

“That Mr Nicholas Heath, being a Director of the Company, retires by rotation in accordance with the Constitution and being eligible, offers himself for re-election, be re-elected as a Director of the Company, details of which are set out in the explanatory notes to resolution 2 in the notice of meeting.”

SPECIAL BUSINESS

Resolution 3 Ratification of Issue of Ordinary Shares Pursuant to ASX Listing Rule 7.4

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

“That, 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 23,846,153 shares, details of which are set out in the explanatory notes to resolution 3 in the notice of meeting.”

Resolution 4 Approval of Issue of Deferred Shares to Mr Peter Henderson in accordance with Listing Rule 10.11

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

“That approval be given pursuant to ASX Listing Rule 10.11 for the issue of 845,161 ordinary fully paid shares to Mr Peter Henderson or his nominee, details of which are set out in the explanatory notes to resolution 4 in the notice of meeting.”

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Metgasco Limited ACN 088 196 383

Resolution 5 Approval of Issue of Deferred Shares to Ms Glenda McLoughlin in accordance with Listing Rule 10.11

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

“That approval be given pursuant to ASX Listing Rule 10.11 for the issue of 596,774 ordinary fully paid shares to Ms Glenda McLoughlin or her nominee, details of which are set out in the explanatory notes to resolution 5 in the notice of meeting.”

Resolution 6 Approval to amend the Metgasco Employee and Officers Share Equity Plan

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

“That the Rules of the Metgasco Employee and Officers Share Equity Plan be amended by the introduction of the following Rule 11A:

11A CHANGE OF CONTROL

Where the Company is served with a Takeover Bid or Scheme of Arrangement or otherwise where the Board reasonably believes that it may lead to a Change of Control of the Company then all of the Options granted which are not capable of exercise in accordance with the terms of the Offer and all of the Shares which are restricted shares and are incapable of disposal in accordance with the terms of the Offer shall be exercisable or unrestricted and capable of disposal respectively as soon as the Board is of the opinion that the proposal will occur and issues a notice to each Participant.

For the purpose of this Rule:

“Change of Control” means a change of control of Shares such that it will result in a person having a relevant interest of more than 50% of Shares.

“Scheme of Arrangement” is an arrangement referred to in Part 5.1 of the Corporations Act 2001 .

“Takeover Bid” has the meaning given in section 9 of the Corporations Act 2001 .”

Resolution 7 Approval to issue securities under the Metgasco Employee and Officers Share Equity Plan

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

“That for the purposes of ASX Listing Rule 7.2 (exception 9), the issue of securities under the Metgasco Employee and Officers Share Equity Plan, on the terms and conditions set out in the explanatory notes to resolution 7 in the notice of meeting, be approved as an exception to ASX Listing Rule 7.1."

BY ORDER OF THE BOARD

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N J V Geddes Company Secretary 10 October 2011

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Metgasco Limited ACN 088 196 383

VOTING EXCLUSIONS

In accordance with the Corporations Act 2001 and the Australian Securities Exchange Listing Rules, the Company makes the following statement:

The Company will disregard any votes cast on:

Resolution 1:

By:

• a) A member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• b) A closely related party of such a member.

However, a person described above may cast a vote on the resolution if:

• The person does so as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution; and

• The vote is not cast on behalf of a person described in subparagraphs (a) or (b) above.

Resolution 3 :

By:

a) Clients of E.L.& C Baillieu and Bell Potter; and

• b) Any of their associates (within the meaning of the Corporations Act 2001).

Resolution 4:

By:

• a) Mr Peter Henderson; and

• b) Any of his associates (within the meaning of the Corporations Act 2001).

Resolution 5:

By:

• a) Ms Glenda McLoughlin; and

• b) Any of her associates (within the meaning of the Corporations Act 2001).

Resolution 6:

By:

• a) Any person who holds an option that is subject of the approval; and

• b) Any of their associates (within the meaning of the Corporations Act 2001).

Resolution 7:

By:

• a) Any Director;

• b) Any Employee that participates in the plan; and

• c) Any of their associates (within the meaning of the Corporations Act 2001).

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.

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Metgasco Limited ACN 088 196 383

EXPLANATORY NOTES

These Explanatory Notes have been prepared for the shareholders of Metgasco Limited to provide information about the items of business to be considered at the Annual General Meeting of shareholders to be held on Monday 14 November 2011.

With the exception of Resolution 1, all of the resolutions to be voted on are ordinary resolutions. An ordinary resolution requires a simple majority of votes cast by shareholders entitled to vote on the resolution in order for it to be carried.

If appropriate, and if time permits, the Chairman will discuss key issues raised by shareholders prior to the meeting and will invite questions and comments from shareholders on these key issues and any other matters relevant to the business that shareholders would like to raise at the meeting.

In addition, a reasonable opportunity will be given to members present at the meeting to ask the Company’s auditor BDO Kendalls Chartered Accountants questions relevant to the conduct of the audit, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor.

If you have an issue or question that you would like discussed at the meeting, or would like to submit a written question to BDO Kendalls Chartered Accountants before the meeting, please send your issue or question to the Company Secretary Nick Geddes at ngeddes@austcosec.com.au .

How will the Chairman vote as proxy if the Shareholder has not directed the Chairman to vote?

With the exception of Resolution 1, if a Shareholder appoints the Chairman of the Annual General Meeting as proxy and does not direct the Chairman how to vote on a proposed Resolution then, if that Shareholder is entitled to vote on that Resolution, the Chairman intends to vote in favour of that proposed Resolution.

With respect to Resolution 1, any undirected proxies held by the chairman of the meeting, other directors or other Key Management Personnel or any of their closely related parties (as that term is defined in the Corporations Act 2001, which include certain of their family members, dependents and companies they control) will not be voted in respect of Resolution 1 (Adoption of Remuneration Report) unless you direct the chairman of the meeting (only) to vote your proxy by marking the box under the heading “If the Chairman of the meeting is your proxy or is appointed as your proxy by default” on the proxy form.

Resolution 1 - Adoption of the Remuneration Report

Consistent with section 250R of the Corporations Act, the Company submits to shareholders for consideration and adoption, by way of a non-binding resolution, its Remuneration Report for the year ended 30 June 2011.

The Remuneration Report is a distinct section of the annual Director’s Report which deals with the remuneration of Directors and Executives (which includes senior management) of the Company. The Remuneration Report can be located in the Company’s Annual Report.

The Remuneration Report discusses the Company’s policy on remuneration of Directors and Key Management Personnel and the link between remuneration and the Company’s performance. Remuneration for Directors and Key Management Personnel has been established with reference to independent external benchmark references and within the context of a highly competitive employment market for skilled personnel in the coal seam gas industry in Australia.

The resolution is advisory only and does not bind the Company or its Directors. The Board will consider the outcome of the vote and comments made by shareholders on the remuneration report at the meeting when reviewing the Company’s remuneration policies. If 25% or more of votes that are cast are voted against the adoption of the remuneration report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors (other than the Managing Director / CEO) must stand for re-election. The Company encourages all shareholders to cast their votes on Resolution 1 (Adoption of Remuneration Report).

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Metgasco Limited ACN 088 196 383

Any undirected proxies held by the chairman of the meeting, other directors or other Key Management Personnel or any of their closely related parties (as that term is defined in the Corporations Act 2001, which include certain of their family members, dependents and companies they control) will not be voted in respect of Resolution 1 (Adoption of Remuneration Report) unless you direct the chairman of the meeting (only) to vote your proxy by marking the box under the heading “If the Chairman of the meeting is your proxy or is appointed as your proxy by default” on the proxy form.

If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Resolution 1 (Adoption of Remuneration Report) by marking either “For”, “Against” or “Abstain” on the proxy form for that item of business.

Resolution 2 – Re-election of Mr Nicholas Heath

Pursuant to Clause 6.1 of the Constitution and the ASX Listing Rules, Mr Heath will retire by rotation and seeks re-election.

Mr Heath has over 35 years experience in the petroleum industry in technical, operational and commercial roles with the ExxonMobil group of companies. He was previously Director of ExxonMobil Australia Pty Ltd with functional responsibility for Gas & Power Marketing.

Mr Heath began his career with Esso Australia working in various engineering assignments involved with the early development and commissioning of Esso’s Gippsland basin oil and gas fields offshore Victoria. In 1985 he became Esso’s Production Manager for the Gippsland operations at a time of peak activity and record oil production. In 1987 following a major acquisition by Esso, Mr Heath became the Managing Director of Delhi Petroleum Pty Ltd with operations in central Australia. After oil and gas marketing assignments overseas and following the merger of Exxon and Mobil, Mr Heath became a Director of ExxonMobil Australia Pty Ltd. Mr Heath served as Chairman of the Australian Petroleum and Production Association which awarded him the Reg Sprigg Gold Medal and honorary life membership. For many years he was Chairman of APPEA’s Energy Policy Committee and industry representative on many energy advisory groups to government.

The Board supports the re-election of Mr Heath.

Resolution 3 – Ratification of Issue of Ordinary Shares Pursuant to ASX Listing Rule 7.4

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 capacity to issue shares, it is proposed that the Members ratify the issue 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 or other purposes as required.

On 22 June 2011 the Company issued 23,846,153 ordinary shares at $0.26 each in the capital of the Company to clients of E.L & C. Baillieu and Bell Potter. The fully paid ordinary shares were issued pari passu to existing securities and were not subject to a trading lock.

These funds were employed for working capital.

Resolution 4 – Approval of Issue of Deferred Ordinary Shares to Mr Peter Henderson in accordance with Listing Rule 10.11

The Board recommends that Members approve the grant of a total of 845,161 fully paid ordinary Shares in the capital of the Company to Mr Peter Henderson or his nominee.

Of these Shares, 200,000 were offered to Mr Henderson, subject to Shareholder approval, as part of his incentive package for joining Metgasco as Managing Director (“First Tranche”). Of these 100,000 Shares are proposed to be issued at a valuation of $0.34 per Share with a trading lock until 4 April 2012 and 100,000

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Metgasco Limited ACN 088 196 383

Shares are proposed to be issued at a valuation of $0.34 per share with a trading lock until 4 April 2014. The issue of these fully paid ordinary Shares was approved at a Board Meeting dated 20 April 2011.

The second tranche of 645,161 fully paid ordinary Shares is proposed to be issued as a retention incentive to Mr Henderson (“Second Tranche”). These Shares are subject to a three year trading lock (or “restricted period”) until 1 September 2014. These Shares were granted at the Remuneration Committee meeting that reviewed management and directors’ remuneration on 23 August 2011, subject to Shareholder approval and priced at a valuation of $0.31 per share on that date in line with the previous 30 days volume weighted average price (“VWAP”) closing on 22 August 2011. The terms on which these Shares will be issued contain the following restrictions:

1. With respect to both the First and Second Tranche, the shares will be forfeited if Mr Henderson leaves the Company between the date of issue and the end of the restricted periods; and

2. With respect to the Second Tranche only, the share price of Metgasco must reach a VWAP of $0.45 per Share or more during any period of 30 days commencing immediately after the date of issue and the end of the restricted period.

In the event that the Company is subject to a Change of Control the event of change of control will be deemed to be the end of the restricted period.

If approved Mr Henderson will not be required to pay cash consideration for the Shares but the Shares will comprise a component of Mr Henderson’s remuneration. Remunerating Directors in this manner reduces the cash cost to the Company and aligns the reward to senior management with those to shareholders.

As Mr Henderson is a Director of the Company, ASX Listing Rule 10.11 requires shareholder approval for the proposed issue of the Shares. If shareholder approval is given under ASX Listing Rule 10.11 the Shares will be issued within one month of the Annual General Meeting at nil consideration. The shares will rank equally with existing shares on issue in the Company save for the trading locks described above. No funds will be raised from the issue of these shares.

If Shareholders approve the issue of Shares under ASX Listing Rule 10.11 approval is not required under ASX Listing Rule 7.1 so that the Shares would not be taken into account in determining whether a future share issue will result in the 15% cap imposed by ASX Listing Rule 7.1 being exceeded.

Resolution 5 – Approval of Issue of Deferred Ordinary Shares to Ms Glenda McLoughlin in accordance with Listing Rule 10.11

The Board recommends that Members approve the grant of a total of 596,774 fully paid ordinary Shares in the capital of the Company to Ms Glenda McLoughlin or her nominee.

The proposed grant is in respect 596,774 fully paid ordinary Shares to be issued as a retention incentive to Ms McLoughlin. These Shares are subject to a three year trading lock (or “restricted period”) until 1 September 2014. These Shares were granted at the Remuneration Committee meeting that reviewed management and directors’ remuneration on 23 August 2011, subject to Shareholder approval and priced at a valuation of $0.31 per share on that date in line with the previous 30 days VWAP and closing on 22 August 2011. The terms on which these Shares will be issued contain the following restrictions:

1. The Shares will be forfeited if Ms McLoughlin leaves the Company between the date of issue and the end of the restricted period; and

2. The share price of Metgasco must reach a VWAP of $0.45 per share or more during any period of 30 days commencing immediately after the date of issue and the end of the restricted period.

In the event that the Company is subject to a change of control the event of change of control will be deemed to be the end of the restricted period.

If approved Ms McLoughlin will not be required to pay cash consideration for the Shares but the Shares will comprise a component of Ms McLoughlin’s remuneration. Remunerating Directors in this manner reduces the cash cost to the Company and aligns the reward to senior management with those to shareholders.

As Ms McLoughlin is a Director of the Company, ASX Listing Rule 10.11 requires shareholder approval for the proposed issue of the shares. If shareholder approval is given under ASX Listing Rule 10.11, the shares will be issued within one month of the meeting at nil consideration. The shares will rank equally with existing

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Metgasco Limited ACN 088 196 383

shares on issue in the Company save for the trading locks described above. No funds will be raised from the issue of these shares.

If Shareholders approve the issue of Shares under ASX Listing Rule 10.11 approval is not required under ASX Listing Rule 7.1 so that the Shares would not be taken into account in determining whether a future share issue will result in the 15% cap imposed by ASX Listing Rule 7.1 being exceeded.

Resolution 6 – Approval to amend the Metgasco Employee and Officers Share Equity Plan (ESEP or the Plan)

The Plan was established pursuant to the Rules of the Plan which effectively enable the Board to establish and administer the Plan and to issue options or Shares on such terms as the Board may determine. Copies of the Rules are available upon request to the Company Secretary.

The Rules do not contain any reference to the circumstances which apply when a takeover occurs in respect of the shares in the Company. Accordingly, pursuant to the terms of the Rules, shareholder approval is sought to amend the Rules of the Plan by the introduction of the following Rule 11A

“11A CHANGE OF CONTROL

Where the Company is served with a Takeover Bid or Scheme of Arrangement or otherwise where the Board reasonably believes that it may lead to a Change of Control of the Company then all of the Options granted which are not capable of exercise in accordance with the terms of the Offer and all of the Shares which are restricted shares and are incapable of disposal in accordance with the terms of the Offer shall be exercisable or unrestricted and capable of disposal respectively as soon as the Board is of the opinion that the proposal will occur and issues a notice to each Participant.”

8,171,954 options are currently issued over ordinary shares, of which 5,671,954 have been issued pursuant to the ESEP. Included in the total of 8,171,954 options granted are 1,516,775 options that have been granted to Directors under the Plan.

There are a number of options exercisable at $0.50 that have been issued to employees (excluding Directors) under the plan that have not vested as of the date of this notice.

All options issued under the Plan have been issued at nil consideration.

Details of the options issued under the plan to Directors are as follows:

Name of Director	Options Issued	Issue Date	Vesting Date	Exercise Price per **option **
Auridium Pty Ltd (Nicholas Heath)	100,000 150,000	Nov 2006 Nov 2006	1 Jan 2007 1 Jan 2007	$0.2938 $0.4938
Glenda McLoughlin	70,000 70,000 110,000 92,358 27,987 29,159 60,650 46,830 77,810 40,847 85,578 277,778 277,778	Nov 2007 Nov 2007 Nov 2007 Nov 2007 Nov 2007 Nov 2007 Nov 2007 01/07/2008 01/07/2008 01/07/2008 01/07/2008 Nov 2009 Nov 2009	Nov 2007 Nov 2007 Nov 2007 Nov 2007 30/06/2008 30/06/2008 30/06/2009 01/07/2008 01/07/2009 01/07/2009 01/07/2010 01/09/2011 01/09/2012	$0.3438 $0.3938 $0.4938 $0.8938 $0.8938 $0.9938 $1.0938 $1.1938 $1.1938 $1.3938 $1.5938 $0.5000 $0.5000

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Metgasco Limited ACN 088 196 383

Resolution 7 – Approval of the issue of securities under the Metgasco Employee and Officers Share Equity Plan

ASX Listing Rule 7.1 allows the Company to issue a maximum of 15% of its capital in any 12 month period without requiring shareholder approval. Listing Rule 7.1 does not apply in certain cases set out in Listing Rule 7.2 allowing certain issues of securities to be excluded from the calculation of the number of securities issued in the 12 month period, including exception 9, where an issue under an employee incentive plan is made if within three years before the date of issue the terms of the plan are approved by shareholders. This resolution proposes that shareholders consider and approve the ESEP in accordance with ASX Listing Rule 7.2, exception 9 which would enable securities issued under the ESEP over the next three years to be excluded from any such calculations.

The Board seeks approval under the ESEP as an exception to ASX Listing Rule 7.1 for the next three years. For full details of the operation of the ESEP, shareholders should read the Rules of the ESEP. Copies of the Rules are available upon request to the Company Secretary.

Purpose of the Plan

• The Plan is a key part of the longer term incentive strategy of the Company.

Term of the Plan

The Plan commenced on 24 November 2004 and was re-affirmed by shareholders on 26 November 2009. It may be terminated at any time by resolution of the Board.

Issue of Securities under the Plan

• The Board may in its absolute discretion make Offers of Options or Shares to Eligible Employees

• The Company may not offer or issue such Options or Shares so long as the total number of shares the subject of Options and Shares issued under this Plan, when aggregated with:

• the number of shares in the same class which would be issued were each outstanding offer or invitation or option to acquire unissued shares in the Company, to be accepted; and

• the number of shares in the same class issued during the previous five years pursuant to the Plan,

would exceed 5% of the total number of issued shares in that class of the Company as at the time of the proposed offer or issue.

• Eligible Persons include a person who is an employee or officer (whether full-time or part-time) of a Group Company or a consultant to a Group Company.

Options and Shares

• Options and Shares are issued for $nil consideration

• The Exercise Price of each Option will be determined by the Board and will be not less than the Market Value of a Share at that time.

• The Offer of Options or Shares must specify the period in which the Offer may be accepted.

Change of Control

• Where the Company is served with a Takeover Bid or Scheme of Arrangement or otherwise where the Board reasonably believes that it may lead to a Change of Control of the Company then all of the Options granted which are not capable of exercise in accordance with the terms of the Offer and all of the Shares which are restricted shares and incapable of disposal in accordance with the terms of the Offer shall be exercisable or unrestricted and capable of disposal respectively as soon as the Board is of the opinion that the proposal will occur and issues a notice to each Participant.

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Metgasco Limited ACN 088 196 383

Administration of the Plan

The Plan will be administered by the Board in accordance with the Rules of the Plan

Listing Rules

The terms and conditions of the Plan must at all times comply with the ASX Listing Rules

Number of Securities Issued Since Last Approval (November 2009)

8,171,954 options are currently issued over ordinary shares, of which 5,671,954 have been issued pursuant to the ESEP. 5,657,937 ordinary shares have been issued pursuant to the ESEP. No options are proposed to be granted pursuant to the ESEP at this 2011 AGM. 267,116 options have been exercised and 115,000 options have lapsed as at the date of the notice of AGM.

The total of ordinary shares on issue at the date of the notice of AGM is 337,396,221. The total number of shares and options outstanding issued pursuant to the ESEP represents 3.3% of the capital on issue.

If Resolution 7 is not passed, the Board will use the Employee and Officers Share Equity Plan however securities issued under this plan will count towards the 15% restriction.

The Directors recognise the need to maintain flexibility and recommend that the shareholders approve the exception of shares issued under the ESEP from the 15% limit in Listing Rule 7.1.

GLOSSARY

Annual General Meeting means the annual general meeting of Shareholders to be held on 14 November 2011.

ASX means ASX Limited ACN 008 624 691.

ASX Listing Rules means the Listing Rules of the ASX.

Board means the board of Directors of the Company from time to time.

Change of Control means a change of control of Shares such that it will result in a person having a relevant interest of more than 50% of Shares.

Company means Metgasco Limited ACN 088 196 383.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a person who is a director of the Company who is not an employee.

ESEP or the Plan means the Metgasco Employee and Officers Share Equity Plan.

Key Management Personnel has the same meaning as in the accounting standards.

Participant means an Eligible Person who accepts an Offer to participate in the Plan.

Scheme of Arrangement is an arrangement referred to in Part 5.1 of the Corporations Act 2001 . Share means a share in the Company.

Shareholder or Member means a holder of Shares in the Company;

Takeover Bid has the meaning given in Section 9 of the Corporations Act 2001 .

NOTES

1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on the member’s behalf. If the member is entitled to cast two or more votes at the Meeting, the member may appoint not more than two proxies to attend and vote on the member’s behalf.

2. If a member appoints two proxies, each proxy should be appointed to represent a specified proportion or number of the member’s votes. In the absence of such a specification, each proxy will be entitled to exercise half the votes.

3. A proxy need not be a member of the Company.

4. To appoint a proxy (or two proxies), a proxy form must be signed by the member or the member’s attorney duly authorised in writing. If the member is a corporation, the proxy form must be signed either under the corporation’s common seal (if any) or under the hand of its attorney or officer duly authorised.

5. To be effective, a proxy form (and, if it is signed by an attorney, the authority under which it is signed or a certified copy of the authority) must be received by the Company not later than 48 hours prior to the Meeting. Proxy forms and authorities may be sent to the Company by post, personal delivery or fax:

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Metgasco Limited ACN 088 196 383

Computershare Investor Services Pty Limited

Street address : Level 4, 60 Carrington Street, Sydney NSW 2000 Mailing address : GPO Box 242, Melbourne VIC 3001

Fax : (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555 Web : www.investorvote.com.au and follow the instructions provided.

Provided that members who forward their proxy forms by fax are required to make available the original executed form of the proxy for production, if called upon so to do at the Meeting.

For custodians – who are subscribers of Intermediary Online, please submit your votes electronically via www.intermediaryonline.com

1. A corporate shareholder entitled to attend and vote at the Meeting may appoint a body corporate representative to attend and vote for the shareholder. Also, as noted previously, a body corporate may be appointed as a proxy.

Metgasco Limited will accept the original appointment, a certified copy of the appointment or a certificate from the company giving notice of the appointment as satisfactory evidence of the appointment.

You can lodge your body corporate representative appointment document before the AGM or present the document at the registration desk at the meeting.

1. For the purposes of the Annual General Meeting, persons on the register of members as at 7.00pm on 11 November 2011 will be treated as members. This means that if you are not the registered holder of a relevant share at that time you will not be entitled to vote in respect of that share.

2. New sections 250BB and 250BC of the Corporations Act 2001 (Cth) took effect on 1 August 2011 which apply to voting by proxy (whether or not the proxy was appointed before, on or after 1 August 2011). Broadly, the changes mean that:

3. if proxy holders vote, they must cast all directed proxies as directed; and

4. any directed proxies which are not voted will automatically default to the chairperson of the meeting, who must vote the proxies as directed.

More detail on these changes is provided below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way; and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way.

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the question that the resolution be passed; and

• • either of the following applies:

•  the proxy is not recorded as attending the meeting;

•  the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

A new section 250BD was also introduced on 1 August 2011 which provides that a person who is appointed as a proxy must not exercise any undirected proxies on a resolution connected with the remuneration of key management personnel ( KMP ) if they themselves are, or are closely related party of, a member of the KMP.

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ABN 24 088 196 383

Lodge your vote:

 Online:

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 By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

000001 000 MEL MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form



Vote online or view the annual report, 24 hours a day, 7 days a week:

www.investorvote.com.au

Your secure access information is: Cast your proxy vote Control Number: 999999 Access the annual report SRN/HIN: I9999999999 PIN: 99999  PLEASE NOTE: For security reasons it is important that you keep your Review and update your securityholding SRN/HIN confidential.

 For your vote to be effective it must be received by 11.00 am AEDT on Saturday 12 November 2011

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged 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, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

916CR_0_Sample_Proxy/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999

I ND

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Metgasco Limited hereby appoint

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the Chairman of the Meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and 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 of Metgasco Limited to be held at Christie Corporate, Level 4, 100 Walker Street, North Sydney NSW 2060 on Monday 14 November 2011 at 11.00 am AEDT, and at any adjournment of that meeting.

Important for Items 1, 6 and 7 - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

By marking this box, you are directing the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 1 as set out below and in the Notice of Meeting and you are also expressly authorising the Chairman of the Meeting to exercise your proxy on Items 6 and 7. If you do not mark this box, and you have not directed your proxy how to vote on Items 1, 6 and 7 the Chairman of the Meeting will not cast your votes on Items 1, 6 and 7 and your votes will not be counted in computing the required majority if a poll is called on these items. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes in Step 2 below (for example if you wish to vote against or abstain from voting) or by marking this box (in which case the Chairman of the Meeting will vote in favour of Items 1, 6 and 7).

The Chairman of the Meeting intends to vote all available proxies in favour of Items 1, 6 and 7 of business.

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I/We direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 1 (except where I/we have indicated a different voting intention below) and I/we also expressly authorise the Chairman of the Meeting to exercise my/our proxy on Items 6 and 7. I/We acknowledge that the Chairman of the Meeting may exercise my proxy even though Items 1, 6 and 7 are connected directly or indirectly with the remuneration of a member of key management personnel and/or even if the Chairman of the Meeting has an interest in the outcome of these items and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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ORDINARY BUSINESS

1	Adoption of Remuneration Report
2	Re-election of Mr Nicholas Heath as a Director
3	Ratification of Issue of Ordinary Shares pursuant to ASX Listing Rule 7.4
4	Approval of Issue of Deferred Shares to Mr Peter Henderson
5	Approval of Issue of Deferred Shares to Ms Glenda McLoughlin
6	Approval to amend the Metgasco Employee and Officers Share Equity Plan
7	Approval to issue securities under the Metgasco Employee and Officers Share Equity Plan

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

SIGN

Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime / / Name Telephone Date

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