OAKRIDGE INTERNATIONAL LIMITED — Proxy Solicitation & Information Statement 2013

Mar 4, 2013

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5 March 2013

Australian Securities Exchange Level 5, 20 Bridge Street SYDNEY NSW 2000

Dear Sir

ASX ANNOUNCEMENT Notice of General Metting

Please find attached a Notice of General Meeting which has been dispatched to shareholders today.

Yours Sincerely

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George Yatzis Company Secretary

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NOTICE OF EXTRAORDINARY GENERAL MEETING AND EXPLANATORY MEMORANDUM

Panax Geothermal Ltd

ABN 89 122 203 196

DIRECTORS

Mr Athan Lekkas (Non-Executive Chairman)

Mr Kerry John Parker (Managing Director)

Mr David Wildy (Non-Executive Director)

Mr Michael Clarke (Non-Executive Director)

COMPANY SECRETARY

Mr George Yatzis

REGISTERED OFFICE

Level 7, BDO Centre 420 King William Street ADELAIDE SA 5000 Ph: (08) 7421 1400 Fax: (08) 7421 1499 Email: info@panaxgeothermal.com.au; kparker@panaxgeothermal.com.au Website: www.panaxgeothermal.com.au

AUDITORS

Pitcher Partners (formerly Johnston Rorke), Chartered Accountants

Level 30

345 Queen Street, Brisbane QLD 4000

SHARE REGISTRY

Computershare Investor Services Pty Limited 117 Victoria Street, West End, QLD 4101

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting of the shareholders of Panax Geothermal Ltd (“the Company” or “Panax”) will be held at the offices of BDO SA, Level 7, BDO Centre, 420 King William Street, Adelaide, South Australia, on Wednesday, 3 April 2013, commencing at 10.00am sharp (Adelaide time).

BUSINESS OF THE MEETING

Ordinary Resolutions:

To consider and, if thought fit, pass the following resolutions as Ordinary Resolutions of the Company :

RESOLUTION 1 –

Approval of the placement of shares to Sophisticated Investors

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

'That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of 104,000,000 fully paid ordinary shares in the Company at an issue price of $0.0015 per share to the Sophisticated Investors and on the terms and conditions detailed in the accompanying Explanatory Memorandum is hereby approved.'

Voting Exclusion Statement

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

• Sophisticated Investors who participated in the Placement that is the subject of Resolution 1; and

• any associate of the Sophisticated Investors who participated in the Placement that is the subject of Resolution 1.

However, the Company 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.

RESOLUTION 2 -

Approval of an additional placement of shares to Sophisticated Investors

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

'That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given to the issue of up to 46,000,000 fully paid ordinary shares in the Company at an issue price of $0.0015 per share to the Sophisticated Investors and on the terms and conditions detailed in the accompanying Explanatory Memorandum.'

Voting Exclusion Statement

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

• Sophisticated Investors who may participate in the Placement that is the subject of Resolution 2 and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed; and

• any associate of the Sophisticated Investors who may participate in the Placement that is the subject of Resolution 2 or a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed.

However, the Company 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.

RESOLUTION 3 – Approval of the placement and issue of shares and options to related parties

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

• 'That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to the issue of:

• up to a maximum of 96,000,000 fully paid ordinary shares in the capital of the Company at an issue price of $0.0015 per share;

• up to a maximum of 46,000,000 Unquoted Options over unissued ordinary shares in the capital of the Company exercisable at $0.0015 per option and with an expiry date 3 years after the date of issue; and

• up to a maximum of 16,666,667 Quoted Options over unissued ordinary shares in the capital of the Company exercisable at $0.003 per share and with an expiry date 3 years after the date of issue,

in aggregate to Mr Kerry John Parker, Mr Athan Lekkas, Mr David Wildy and /or Mr Michael Clarke and / or any person who is a related party of the Company by virtue of their relationship with those persons on the terms detailed in the accompanying Explanatory Memorandum'.

Voting Exclusion Statement

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

• Mr Kerry John Parker, Mr Athan Lekkas, Mr David Wildy, Mr Michael Clarke and any person who is a related party of the Company by virtue of their relationship with those persons; and

• any associate of Mr Kerry John Parker, Mr Athan Lekkas, Mr David Wildy, Mr Michael Clarke and any person who is a related party of the Company by virtue of their relationship with those persons.

However, the Company need not disregard a vote if:

• it is cast by Mr Kerry John Parker, Mr Athan Lekkas, Mr David Wildy and Mr Michael Clarke as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by Mr Kerry John Parker, Mr Athan Lekkas, Mr David Wildy and Mr Michael Clarke as chair of 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.

RESOLUTION 4 –

Approval of the issue of Unquoted Options to Sophisticated Investors

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

'That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given to the issue of 150,000,000 Unquoted Options over unissued ordinary shares in the capital of the Company exercisable at $0.0015 per option and with an expiry date 3 years after the date of issue, to the Sophisticated Investors and on the terms and conditions detailed in the accompanying Explanatory Memorandum.'

Voting Exclusion Statement

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

• Sophisticated Investors who may participate in the Placement that is the subject of Resolution 4 and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed; and

• any associate of the Sophisticated Investors who may participate in the Placement that is the subject of Resolution 4 or a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed.

However, the Company 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.

RESOLUTION 5 –

Approval of the issue of Quoted Options to Pacific Energy International Pty Ltd (and / or its nominees)

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

'That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given to the issue of up to a maximum of 200,000,000 Quoted Options over unissued ordinary shares in the capital of the Company exercisable at $0.003 per share and with an expiry date 3 years after the date of issue, to Pacific Energy International Pty Ltd (and / or its nominees) on the terms and conditions detailed in the accompanying Explanatory Memorandum.'

Voting Exclusion Statement

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

• Pacific Energy Pty Ltd (and / or its nominees) and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed; and

• any associate of Pacific Energy Pty Ltd (and / or its nominees) or a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed.

However, the Company 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.

RESOLUTION 6 –

Share consolidation

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

'That, with effect from 30 April 2013 (or such other subsequent date that is notified to the ASX by the Company) and for the purposes of Section 254H(1) of the Corporations Act and for all other purposes, the issued capital of the Company will be consolidated through the conversion of every 10 fully paid ordinary shares in the Company into one fully paid ordinary share in the Company and that any resulting fractions of a share or an option be rounded up to the next whole number of shares or options (as the case may be).'

Special Resolution:

To consider and, if thought fit, pass the following resolution as a Special Resolution of the Company:

RESOLUTION 7 –

Change of name to Raya Group Limited

To consider and if thought fit, pass the following resolution as a special resolution

“That, for the purposes of Section 157(1)(a) of the Corporations Act, and for all other purposes, the name of the Company be changed from “Panax Geothermal Limited” to “Raya Group Limited” with effect from the date on which ASIC alters the details of the Company's registration.

By order of the Board

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George Yatzis Company Secretary 4 March 2013

NOTES

VOTING ENTITLEMENTS

For the purposes of Regulation 7.11.37 of the Corporations Regulations 2001, the Directors have determined that the voting entitlements for the purposes of the Extraordinary General Meeting will be based on registered holdings as at 7.00 pm Sydney time on Monday, 1 April 2013. Accordingly, those persons are entitled to attend and vote at the meeting.

PROXIES

1. If you are eligible, you may vote by attending the meeting in person or by proxy or attorney. A member who is a body corporate may appoint a representative to attend and vote on its behalf.

2. To vote by proxy, please complete, sign and return the enclosed proxy form in accordance with the instructions on the proxy form. If you require an additional proxy form, the Company’s share registry, Computershare Investor Services Pty Limited, will supply it on request.

3. A member who is entitled to vote at the meeting, may appoint one proxy if the member is only entitled to one vote or one or two proxies if the member is entitled to more than one vote. A proxy need not be a member of the Company.

4. Where the member appoints 2 proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise one-half of the votes, in which case any fraction of votes will be disregarded.

5. The proxy form must be signed by the member or the member’s attorney. Proxies given by a corporation must be executed in accordance with the Corporations Act and the constitution of that corporation.

6. To be effective, the proxy form and the power of attorney or other authority (if any) under which it is signed or a certified copy, must be received by the Company at least 48 hours before the time for holding of the meeting or any adjourned meeting (or such lesser period as the Directors may permit):

By delivery to the Company’s share registry Computershare Investor Services Pty Limited

By post:

GPO Box 242 MELBOURNE VIC 3001

By fax:

1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia)

1. Any proxy form received after this deadline including at the meeting will be treated as invalid.

2. A person appointed as proxy may vote or abstain from voting as he or she thinks fit except in the following circumstances:

3. a) The proxy holds a Directed Proxy Form; and

4. b) The proxy is required by law or the Company's Constitution to vote in a certain manner or abstain from voting.

5. The Chairman intends to vote all Undirected Proxy Forms in favour of all the Resolutions.

6. The following definitions apply in this document:

Directed Proxy Form means a proxy form which specifies how a proxy is to vote.

Undirected Proxy Form means a proxy form which does not specify how the proxy is to vote.

EXPLANATORY MEMORANDUM

INTRODUCTION

This Explanatory Memorandum has been prepared for the information of shareholders in relation to the business to be conducted at the Company’s Extraordinary General Meeting to be held at the offices of BDO SA, Level 7, BDO Centre, 420 King William Street, Adelaide, South Australia, on Wednesday, 3 April 2013, commencing at 10.00am sharp (Adelaide time).

Other than as contained in this Notice of Extraordinary General Meeting and Explanatory Memorandum, the Directors believe that there is no other information known to the Company or the Directors that is reasonably required by shareholders to decide whether or not to vote in favour of the resolutions.

RESOLUTION 1 –

Background

On 19 February 2013, the Company announced a placement to Sophisticated Investors amounting to a total of $225,000 via the issue of 150,000,000 listed ordinary shares in the Company at an issue price of $0.0015 per share.

Of the placement amount noted above, 104,000,000 ordinary shares were issued and allotted to Sophisticated Investors on Thursday 21 February 2013 to raise $156,000.

Shareholder Approval

ASX Listing Rule 7.1 provides that an ASX listed company may not, without the approval of its members, issue or agree to issue securities if the number of securities issued by the company during the previous 12 months exceeds 15% of the total number of securities on issue at the commencement of that 12 month period (15% Rule).

ASX Listing Rule 7.4 further provides that an issue of securities made without prior approval of shareholders under Listing Rule 7.1 may be treated as having been made with shareholder approval if:

• (a) at the time that the issue was made it did not breach ASX Listing Rule 7.1; and

• (b) the shareholders of the company subsequently approve the issue in general meeting.

This has the effect of allowing securities issued and subsequently approved not to be counted when calculating the number of securities issued in the 12 month period for the purposes of the 15% Rule.

Effect of shareholder approval

The 104,000,000 fully paid ordinary shares issued to Sophisticated Investors were issued within the Company's 15% placement capacity, in accordance with ASX Listing Rule 7.1.

The Company seeks the subsequent approval of its members for the issue of these shares. If Resolution 1 is passed, the Company will retain the flexibility to issue further shares up to the 15% placement capacity set out in ASX Listing Rule 7.1, in the next 12 month period without shareholder approval.

Information required by ASX Listing Rule 7.5

In accordance with ASX Listing Rule 7.5, the Directors provide the following information in relation to the shares issued under the Facility:

Facility:
Number of securities allotted	104,000,000 fully paid ordinary shares
The price at which the securities were allotted	$0.0015 per share
The terms of the securities	All of the shares that were issued are fully paid ordinary shares in the Company that rank pari passu and form one class with all other ordinary shares of the Company.
Names of allottees or the basis on which allottees were determined	Calabria Enterprises Pty Ltd 20,000,000 fully paid shares Joe Calabria 40,000,000 fully paid shares J and D Roberts Nominees Pty Ltd 37,000,000 fully paid shares Felice Ferraro and Diane Carmela Ferrar Trust> 7,000,000 fully paid shares
The use (or intended use) of the funds raised	The funds raised will be used for:  the on-going assessment and development of the Company's geothermal projects in Indonesia;  identification of new and complimentary projects to assist in expanding and diversifying Panax’s current project portfolio and pipeline; and  general workingcapitalpurposes

Voting exclusion

A voting exclusion applies to this resolution; please refer to the notice of meeting for details of the exclusion.

The Directors unanimously recommend that you vote in favour of this resolution.

RESOLUTION 2 –

Background

On 19 February 2013, the Company announced a placement to Sophisticated Investors amounting to a total of $225,000 via the issue of 150,000,000 listed ordinary shares in Panax at an issue price of $0.0015 per share.

Of the placement amount noted above, 104,000,000 ordinary shares were issued and allotted to Sophisticated Investors on Thursday 21 February 2013 to raise $156,000 within the Company’s 15% placement Capacity. These shares are the subject of Resolution 1 noted above.

Under the terms of this Resolution 2, Company is seeking approval from Shareholders for the issue of the remaining 46,000,000 shares at an issue price of $0.0015 per share, to raise a further $69,000. The Directors are currently undertaking a process to identify suitable Sophisticated Investors to take up these shares. The selection of such Sophisticated Investors will be entirely at the discretion of the Directors. If the Directors are unable to identify suitable Sophisticated Investors to take up all of the remaining 46,000,000 shares, it is intended that one or more of the Directors (or other related parties of the Company) will apply to take up the balance. Shareholder approval of the take up of the balance by Directors or other related parties is the subject of Resolution 3 noted below.

Shareholder Approval

ASX Listing Rule 7.1 provides that an ASX listed company may not, without the approval of its members, issue or agree to issue securities if the number of securities issued by the company during the previous 12 months, exceeds 15% of the total number of securities on issue at the commencement of that 12 month period (15% Rule).

The Company did not have sufficient capacity within the 15% Rule to issue these additional 46,000,000 shares at the time that the other 104,000,000 shares were allotted.

Accordingly, shareholder approval for the issue of these 46,000,000 shares is now sought.

Effect of shareholder approval

If the Directors identify suitable Sophisticated Investors to take up the 46,000,000 fully paid ordinary shares, they will be issued to such Sophisticated Investors following receipt of shareholder approval.

The Company seeks the approval of its members for the issue of these shares. If Resolution 2 is passed, the Company will retain the flexibility to issue further shares up to the 15% placement capacity set out in ASX Listing Rule 7.1, in the next 12 month period without shareholder approval.

Information required by ASX Listing Rule 7.3

In accordance with ASX Listing Rule 7.3, the Directors provide the following information in relation to the shares to be issued to Sophisticated Investors:

Sophisticated Investors:
Number of securities proposed to be allotted	46,000,000 fully paid ordinary shares
The price at which the securities are proposed to be allotted	$0.0015 per share
The date by which the Company will issue the securities	15 May 2013
The terms of the securities	All of the shares to be issued will be fully paid ordinary shares in the Company that rank pari passu and form one class with all other ordinary shares of the Company.
Names of allottees or the basis on which allottees are to be determined	The selection of the Sophisticated Investors to be issued with the securities will be entirely at the discretion of the Directors.
The use (or intended use) of the funds raised	The funds raised will be used for:  the on-going assessment and development of the Company's geothermal projects in Indonesia;  identification of new and complimentary projects to assist in expanding and diversifying Panax’s current project portfolio and pipeline; and  general workingcapitalpurposes

Voting exclusion

A voting exclusion applies to this resolution; please refer to the notice of meeting for details of the exclusion.

The Directors unanimously recommend that you vote in favour of this resolution.

RESOLUTION 3 –

Background

On 19 February 2013, the Company announced:

• a placement to Sophisticated Investors amounting to a total of $225,000 via the issue of 150,000,000 listed ordinary shares in the Company at an issue price of $0.0015 per share in two tranches of 104,000,000 and 46,000,000 shares;

• the intention to also issue 1 Unquoted Option for each share subscribed for under the Placement; and

• a pro-rata renounceable Rights Issue (on a one-for-one basis at an issue price of $0.0015 per share and with 1 free Quoted Option for every 3 shares subscribed for) to raise approximately $1,200,000, to be underwritten by Pacific Energy International Pty Ltd and with a shortfall placement facility under which the Company may place any shares (and attaching Quoted Options) not subscribed for under the Rights Issue.

The Directors of the Company, and / or other related parties of the Company, wish to have the ability to apply:

• for up to a maximum of 46,000,000 ordinary shares and 46,000,000 associated Unquoted Options in aggregate as part of the second tranche of the Placement to Sophisticated Investors (should the Directors be unable to identify suitable Sophisticated Investors to take up all of the 46,000,000 shares and associated Unquoted Options as noted in relation to Resolution 2 above); and

• for up to a maximum of 50,000,000 ordinary shares and 16,666,667 associated Quoted Options in aggregate not subscribed for by eligible shareholders under the Rights Issue pursuant to the shortfall placement facility and/or any sub-underwriting arrangement with Pacific Energy International Pty Ltd.

Shareholder Approval

The ASX Listing Rules (in particular ASX Listing Rule 10.11) require that the Company obtain the approval of its shareholders for the issue of securities to its related parties. The related parties of the Company include its Directors and spouses, parents and children of Directors and any entities controlled by them.

Accordingly, shareholder approval for the issue of the shares and associated Unquoted Options and Quoted Options described above to the Directors and / or other related parties of the Company is now sought.

Effect of shareholder approval

Any fully paid ordinary shares and associated options applied for by the Directors will be issued to the Directors and / or other related parties of the Company following receipt of shareholder approval.

The Company seeks the approval of its members for the issue of these securities.

Information required by ASX Listing Rule 10.13

In accordance with ASX Listing Rule 10.13, the Directors provide the following information in relation to the securities proposed to be issued to the Directors:

be issued to the Directors:
Number of securities proposed to be allotted	Placement (2ndTranche): up to a maximum of 46,000,000 fully paid ordinary shares and 46,000,000 Unquoted Options Rights Issue Shortfall: up to a maximum of 50,000,000 fully paid ordinary shares and 16,666,667 Quoted Options
The price at which the securities are proposed to be allotted	Placement (2ndTranche): $0.0015 per share Exercise price of $0.0015 per Unquoted Option Rights Issue Shortfall: $0.0015 per share Exercise price of $0.003 per Quoted Option
The date by which the Company will issue the securities	Placement (2ndTranche): 3 May 2013 Rights Issue Shortfall: 3 May 2013

The terms of the securities	Shares: All of the shares to be issued will be fully paid ordinary shares in the Company that rank pari passu and form one class with all other ordinary shares of the Company. Unquoted Options: 3 year exercise period commencing on the date of issue. The options, if exercised, will result in the issue of shares that are fully paid ordinary shares in the Company that rank pari passu and form one class with all other ordinary shares of the Company. Quoted Options: 3 year exercise period commencing on the date of issue. The options will be quoted on the ASX and, if exercised, will result in the issue of shares that are fully paid ordinary shares in the Company that rank pari passu and form one class with all other ordinary shares of the Company.
Names of allottees or the basis on which allottees are to be determined	The securities may be issued at the Director's discretion to Mr Athan Lekkas, Mr David Wildy, Mr Michael Clarke, Mr Kerry John Parker and/or other persons who are related parties of the Company by virtue of their relationship with those named persons.
The use (or intended use) of the funds raised	The funds raised will be used for:  the on-going assessment and development of the Company's geothermal projects in Indonesia;  identification of new and complimentary projects to assist in expanding and diversifying Panax’s current project portfolio and pipeline; and  general workingcapitalpurposes

Voting exclusion

A voting exclusion applies to this resolution; please refer to the notice of meeting for details of the exclusion.

RESOLUTION 4 –

Background

On 19 February 2013, the Company announced a placement to Sophisticated Investors amounting to a total of $225,000 via the issue of 150,000,000 listed ordinary shares in Panax at an issue price of $0.0015 per share in two tranches of 104,000,000 and 46,000,000 shares.

In addition to this, the Sophisticated Investors participating in the Placement were also to receive 150,000,000 Unquoted Options, on a one for one basis, for each share allotted to them under the Placement, with an exercise price of $0.0015 per share, and an expiry date three years after the date of issue. The proposed issue of the Unquoted Options was to occur only following receipt of shareholder approval.

As noted above in relation to Resolution 2, the Directors are currently undertaking a process to identify suitable Sophisticated Investors to take up the second tranche of shares and associated Unquoted Options under the Placement and, if the Directors are unable to identify suitable Sophisticated Investors to take up all of the remaining 46,000,000 shares and associated Unquoted Options, it is intended that one or more of the Directors (or other related parties of the Company) will apply to take up the balance. Shareholder approval of the take up of the balance by Directors or other related parties is the subject of Resolution 3 noted above.

Shareholder Approval

ASX Listing Rule 7.1 provides that an ASX listed company may not, without the approval of its members, issue or agree to issue securities if the number of securities issued by the company during the previous 12 months, exceeds 15% of the total number of securities on issue at the commencement of that 12 month period.

The Company did not have sufficient capacity to issue these 150,000,000 Unquoted Options at the time that the placement of 104,000,000 ordinary shares was completed.

Accordingly, shareholder approval for the issue of these 150,000,000 Unquoted Options is now sought.

Effect of shareholder approval

The 150,000,000 Unquoted Options to be issued to Sophisticated Investors will be issued following receipt of shareholder approval.

The Company seeks the approval of its members for the issue of these options. If Resolution 4 is passed, the Company will retain the flexibility to issue further securities up to the 15% placement capacity set out in ASX Listing Rule 7.1, in the next 12 month period without shareholder approval.

Information required by ASX Listing Rule 7.3

In accordance with ASX Listing Rule 7.3, the Directors provide the following information in relation to the options to be issued to Sophisticated Investors:

Sophisticated Investors:
Number of securities proposed to be allotted	150,000,000 Unquoted Options over unissued ordinary shares in the capital of the Company
The price at which the securities are proposed to be allotted	Exercise price of $0.0015 per option
The date by which the Company will issue the securities	15 May 2013
The terms of the securities	3 year exercise period commencing on the date of issue. The options, if exercised, will result in the issue of shares that are fully paid ordinary shares in the Company that rank pari passu and form one class with all other ordinary shares of the Company.
Names of allottees or the basis on which allottees were determined	Placement (1stTranche): Calabria Enterprises Pty Ltd 20,000,000 Unquoted Options Joe Calabria 40,000,000 Unquoted Options J and D Roberts Nominees Pty Ltd 37,000,000 Unquoted Options Felice Ferraro and Diane Carmela Ferrar Trust> 7,000,000 Unquoted Options Placement (2ndTranche): The selection of the Sophisticated Investors to be issued with the securities will be entirely at the discretion of the Directors.

The use (or intended use) of the funds raised

The funds raised will be used for:

• the on-going assessment and development of the Company's geothermal projects in Indonesia;

• identification of new and complimentary projects to assist in expanding and diversifying Panax’s current project portfolio and pipeline; and

• general working capital purposes

Voting exclusion

A voting exclusion applies to this resolution; please refer to the notice of meeting for details of the exclusion.

The Directors unanimously recommend that you vote in favour of this resolution.

RESOLUTION 5 –

Background

On 19 February 2013, the Company announced a pro-rata renounceable Rights Issue on a one-for-one basis to raise approximately $1,200,000 at an issue price of $0.0015 per share.

It is proposed that the Rights Issue be underwritten by Pacific Energy International Pty Ltd (the Underwriter).

Under the terms of the proposed Underwriting Agreement with the Underwriter, as consideration for the provision of the underwriting services, the Underwriter will be paid a fee of 6.0% of the funds raised and will also, subject to obtaining shareholder approval, receive up to a maximum of 200,000,000 Quoted Options over unissued ordinary shares in the capital of the Company exercisable at $0.003 with a three-year exercise period.

The number of Quoted Options to be issued will be dependent on the aggregate price paid by the Underwriter for the shortfall securities (PSS), with the maximum amount being payable by the Underwriter being the Underwritten Amount of $1,201,240. The number of Quoted Options to be issued will therefore be determined in accordance with the following formula:

200,000,000 x [PSS/Underwritten Amount]

It should be noted that at all times the aggregate amount of shortfall shares to be issued to the Underwriter must always be one less than that maximum number that would result in the Underwriter being in breach of section 606 of the Corporations Act, meaning that in the event that the Underwriter does not arrange for sufficient sub-underwriting, the Underwriter is not required to subscribe for the full shortfall amount.

Shareholder Approval

ASX Listing Rule 7.1 provides that an ASX listed company may not, without the approval of its members, issue or agree to issue securities if the number of securities issued by the company during the previous 12 months, exceeds 15% of the total number of securities on issue at the commencement of that 12 month period.

The Company does not have sufficient capacity to issue up to 200,000,000 Quoted Options to the Underwriter in the event that the Underwriting Agreement is entered into and the fee becomes payable.

Accordingly, shareholder approval for the issue of up to 200,000,000 Quoted Options is now sought.

Effect of shareholder approval

The Quoted Options to be issued to the Underwriter (being up to a maximum of 200,000,000 Quoted Options) will be issued in accordance with the terms of the Underwriting Agreement (if executed) following receipt of shareholder approval.

The Company seeks the approval of its members for the issue of these options. If Resolution 5 is passed, the Company will retain the flexibility to issue further securities up to the 15% placement capacity set out in ASX Listing Rule 7.1, in the next 12 month period without shareholder approval.

Information required by ASX Listing Rule 7.3

In accordance with ASX Listing Rule 7.3, the Directors provide the following information in relation to the options to be issued to the Underwriter:

Number of securities proposed to be allotted	Up to a maximum of 200,000,000 Quoted Options over unissued ordinary shares in the capital of the Company
The price at which the securities are proposed to be allotted	Exercise price of $0.003 per share
The date by which the Company will issue the securities	15 May 2013
The terms of the securities	3 year exercise period commencing on the date of issue. The options, if exercised, will result in the issue of shares that are fully paid ordinary shares in the Company that rank pari passu and form one class with all other ordinary shares of the Company.
Names of allottees or the basis on which allottees were determined	Pacific Energy International Pty Ltd or its nominee/s
The use (or intended use) of the funds raised	The funds raised will be used for:  the on-going assessment and development of the Company's geothermal projects in Indonesia;  identification of new and complimentary projects to assist in expanding and diversifying Panax’s current project portfolio and pipeline; and  general workingcapitalpurposes

Voting exclusion

A voting exclusion applies to this resolution; please refer to the notice of meeting for details of the exclusion.

The Directors unanimously recommend that you vote in favour of this resolution.

RESOLUTION 6 –

Background

The Company proposes to consolidate the number of its shares on issue through the conversion of every 10 ordinary shares in the Company into one ordinary share in the Company.

Following the Placement of shares to Sophisticated Investors and/or Directors or other related parties of the Company (as detailed above in relation to Resolutions 1, 2 & 3) and the issue of shares under the Rights Issue as announced by the Company on 19 February 2013, the Company will have a very large number of shares on issue (approximately 1.64 billion). The number of shares is disproportionate to the Company's market capitalisation and consequently the Company proposes to reduce this number by way of a share consolidation.

Shareholder Approval

Under section 254H(1) of the Corporations Act, a company may consolidate its shares if the consolidation is approved by an ordinary resolution of shareholders at a general meeting.

Effect of shareholder approval

If the consolidation is approved, it is anticipated that trading in consolidated shares and quoted options on a deferred settlement basis will commence on17 April 2013, with the consolidation taking effect from 30 April 2013 (or such other subsequent date as notified by the Company to the ASX) in accordance with the timetable which will be announced to the ASX closer to that date.

In addition, pursuant to the terms of options on issue, option holders will need to exercise 10 options in order to be issued with one share (noting that the number of options on issue will not change).

Information required by ASX Listing Rule 7.20

In accordance with ASX Listing Rule 7.20, the Directors provide the following information in relation to the effect of the consolidation:

Effect on number of shares

Assuming that shareholder approval for the proposed consolidation is obtained, the number of the Company’s shares on issue will be reduced from approximately 1.64 billion (following the issue of shares pursuant to the Placement and the Rights Issue if fully subscribed) to approximately 160 million. The consolidation will apply equally to all of the Company's shareholders, meaning that individual shareholdings will be reduced by the same ratio (subject to the rounding of fractions of shares). Consequently, the share consolidation will have no material effect on each shareholder's percentage interest in the Company.

By way of example, if a shareholder has 100,000,000 shares in the Company, representing approximately 6.07% of the Company's issued share capital following completion of the Company's capital raising initiatives, the shareholder will have 10,000,000 shares following the consolidation and retain the same 6.07% interest in the Company's issued capital.

Although the price per share can be expected to increase to reflect the reduced number of shares on issue, the aggregate value of each shareholder's holding (and the Company's market capitalisation) should not materially change as a result of the consolidation (other than some minor changes that may occur as a result of rounding and assuming no other market movements occur).

Effect on number of options and treatment of options

Assuming that shareholder approval for the proposed consolidation is obtained, the number of options on issue will not change. However, the number of shares that can be issued following exercise of the options will be reduced from approximately 862 million shares (following the issue of attaching options pursuant to the Placement and the Rights Issue if fully subscribed, along with the issue of options to the Underwriter) to approximately 86 million.

Fractions

Where the consolidation of a security holder's holding results in an entitlement to a fraction of a security, the fraction will be rounded up to the nearest whole number of securities. If the Company reasonably believes that a security holder has been a party to the division of a security holding in an attempt to obtain an advantage from this treatment of fractions, the Company may take appropriate action, having regard as appropriate to the terms of the Company’s constitution and the ASX Listing Rules. In particular, the Company reserves the right to disregard the division of the security holder for the purposes of dealing with fractions so as to round up any fraction to the nearest whole number of securities that would have been received but for the division.

The Directors unanimously recommend that you vote in favour of this resolution.

RESOLUTION 7 –

Background

The Directors are seeking approval for the Company to change its name from “Panax Geothermal Limited” to “Raya Group Limited”. Pursuant to Section 157(1)(a) of the Corporations Act, the Company may change its name by Special Resolution.

The change of company name will be effective upon ASIC altering the details of the Company’s registration.

This change in name will not, in itself, affect the legal status of the Company or any of its assets of liabilities.

The Directors are proposing the change in the name of the Company in line with the Company’s stated intentions of seeking to identify new and complimentary projects to assist in expanding and diversifying the Company’s project portfolio and pipeline, including non-geothermal related assets.

The Directors unanimously recommend that shareholders vote in favour of this Resolution.

TM

S000001Q01

Lodge your vote:

PANAX GEOTHERMAL

Panax Geothermal Limited

ACN 122 203 196



By Mail:

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

T 000001 000 PAX 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 552 270 (outside Australia) +61 3 9415 4000

Proxy Form

 For your vote to be effective it must be received by 10.00am (Adelaide time) Monday 1 April 2013

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

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.

 Turn over to complete the form



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Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN: I9999999999

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001/i

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

I ND

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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

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Panax Geothermal 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, and to the extent permitted by law, as the proxy sees fit) at the Extraordinary General Meeting of Panax Geothermal Limited to be held at the offices of BDO SA, Level 7, BDO Centre, 420 King William Street, Adelaide, South Australia on Wednesday, 3 April 2013 at 10.00am sharp (Adelaide time) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 3 (except where I/we have indicated a different voting intention below) even though Item 3 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: For Item 3, this express authority is also subject to you marking the box in the section below. If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 3 by marking the appropriate box in step 2 below.

Important for Item 3: If the Chairman of the Meeting is your proxy and you have not directed the Chairman how to vote on Item 3 below, please mark the box in this section. If you do not mark this box and you have not otherwise directed your proxy how to vote on Item 3, the Chairman of the Meeting will not cast your vote on Item 3 and your vote will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of Item 3 of business.

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I/We acknowledge that the Chairman of the Meeting may exercise my/our proxy even if the Chairman has an interest in the outcome of Item 3 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.

Ordinary Resolutions:	Ordinary Resolutions:	For	Against	Against	Abstain	Abstain	Abstain			For	Against	Against	Abstain	Abstain
1	Approval of the placement of							6	Share consolidation
	shares to Sophisticated Investors
2	Approval of an additional placement of shares to							Special Resolution:
	Sophisticated Investors							7	Change of name to Raya Group Limited
3	Approval of the placement and
	issue of shares and options to
	related parties
4	Approval of the issue of Unquoted Options to
	Sophisticated Investors
5	Approval of the issue of Quoted Options to Pacific Energy
	International Pty Ltd (and/or its
	nominees)

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.

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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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