METGASCO LTD — AGM Information 2013

Oct 20, 2013

==> picture [265 x 38] intentionally omitted <==

ASX / MEDIA RELEASE

ASX Code: MEL

21 October 2013

Important Release to Shareholders Metgasco Rejects Statements Made by the Minority Shareholder Group

Metgasco (ASX:MEL) today advises the following:

Dear Shareholder,

Metgasco Limited (“Metgasco” or “Company”) rejects statements in the recent letter addressed to Metgasco shareholders by the Minority Shareholder Group.

In their recent letter, the Minority Shareholder Group states:

STATEMENT 1

“The Company ignored a valid request from shareholders delivered on the 27 September 2013 to have the Proposed New Directors names included on the voting papers for this AGM. Finally on 15 October 2013 the Company released new voting papers.”

You should be aware of the actual facts, which are that the Company is not in breach of its obligations under its constitution or the Corporations Act 2001 (Cth) (“Corporations Act”).

The Notice of Meeting for Metgasco’s AGM was emailed to Metgasco shareholders at 3pm on 27 September 2013. The documents were mailed to shareholders the same day, after having been prepared some days before and being made ready for distribution. The email request from the Minority Shareholder Group (First Letter) was received by the Company at 5.15pm on 27 September 2013. The hard copy latter was hand delivered at 5.45pm on 27 September. As you can see, preparations for the AGM were made and the AGM called before receiving the First Letter.

The First Letter provided notice to propose resolutions under section 249N of the Corporations Act. Section 249O obliges the Company to consider such resolutions at the next general meeting that occurs more than 2 months after the notice is given. The First Letter also requisitions the directors to call a general meeting under section 249D, which must occur within 2 months after the date of the notice. Metgasco has not breached its obligations pursuant to either of these requests.

Upon receipt of the First Letter, the Company immediately sought legal advice. After receipt of such advice, the Company requested confirmation from the Minority Shareholder Group that they wanted their proposed three additional resolutions to be put to the AGM on 29 October 2013 rather than at a possible later Extraordinary General Meeting. This confirmation was received on 4 October 2013.

The Company obtained advice as to the form of the necessary Replacement Notice of Meeting, associated new proxy form and explanatory papers. An ASX release on 10 October advised shareholders of a Replacement Notice of Meeting and the three new resolutions to be considered at the AGM. These documents were subsequently printed for distribution to shareholders and mailed with a replacement proxy form. Contrary to the recent letter from the Minority Shareholder Group, there has been no delay caused by the Company in the managing of arrangements for these additional three resolutions to be put at the upcoming AGM on 29 October 2013.

STATEMENT 2

“On 25 July 2013 the Board of Metgasco decided to reward this performance by the issue of 10 million new shares to employees at a price 20% below the prevailing market price of the shares.”

Shareholders should be aware of the facts, which are that the Employee and Officers Equity Plan (EOEP) has been approved by shareholders, and as in prior years the issue price of shares for award under this plan was calculated on the basis of the 30 day Volume Weighted Average Price of the shares , which in this case was 5.3 cents. There was no discount applied to the price.

FURTHER MATTER

On a further matter relating to the EOEP, in their recent letter to shareholders, the Minority Shareholder Group urges shareholders to vote against Resolution 4 which relates to the cancellation of shares that were forfeited when former employees left Metgasco. In their letter, the Minority Shareholder Group has not provided any explanation for its recommendation. If not cancelled, it is not clear what the proposed three new directors might do with these shares which are held in the names of several former employees.

As previously outlined, we encourage you to take an active interest in the Company’s AGM to be held on 29 October 2013. This is a very important meeting. By now you should have received the updated Notice of Meeting, proxy form and explanatory material.

Your vote counts.

You should not allow a minority of vested interests to take effective control of your Company.

Your Board unanimously recommends that you:

• VOTE FOR all of the existing AGM resolutions, and

• VOTE AGAINST all the resolutions proposed by the Minority Shareholder Group.

If you have any queries please call Peter Henderson, Managing Director, on +61-2 9923 9100, or call Ronn Bechler (Investor Relations) on +61-400 009 774 or email ronn.bechler@marketeye.com.au.

Yours sincerely,

Nicholas Heath Peter Henderson Chairman Managing Director & CEO

For further information contact:

Peter J Henderson Sean Hooper Managing Director & CEO Chief Financial Officer

Metgasco Limited ACN 088 196 383

Level 11, 2 Elizabeth Plaza, North Sydney NSW 2060 Tel:+61 2 9923 9100 Fax: +61 2 9923 9199 Web: www.metgasco.com.au