PATERSON RESOURCES LTD — AGM Information 2006

Dec 20, 2006

URANIUM OIL AND GAS LIMITED ACN 115 593 005

of Level 8, 256 St Georges Terrace, PERTH WA 6000

Circular to Shareholders

including

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM AND PROXY FORM

General Meeting of Uranium Oil and Gas Limited to be held at The Emerald Hotel, 24 Mount Street, Perth, Western Australia on Wednesday, 31 January 2007 commencing at 9 am (WST).

This document should be read in its entirety. If after reading this Circular to Shareholders, you have any questions or doubts as to how you should vote, you should contact your stockbroker, solicitor, accountant or professional adviser.

URANIUM OIL AND GAS LIMITED ACN 115593 005

Corporate Directory

Directors	Dr Zhukov (Zeke) PervanNon Executive Chairman
	William BannisterManaging Director
	David ZoharExecutive Director
	John KarajasNon Executive Director
Secretary	David Zohar andJohn Van Dieren FCA
Registered Office	Level 8256 St Georges TerracePERTHWESTERN AUSTRALIA 6000Telephone: (08) 9371 2770Facsimile: (08) 9371 2770Website: UOG.com.au
Auditor	BDO Chartered Accountants and AdvisersLevel 8256 St Georges TerracePERTHWESTERN AUSTRALIA 6000
Solicitors	Lawton GillonLevel 319 Pier StreetPERTHWESTERN AUSTRALIA 6000
Share Registry	Computershare Investor Services Pty LtdLevel 245 St Georges TerracePERTHWESTERN AUSTRALIA 6000
ASX Code	UOG

Notice of General Meeting

NOTICE IS GIVEN THAT a General Meeting of the Company will be held at The Emerald Hotel. 24 Mount Street, Perth, Western Australia on Wednesday, 31 January 2007 commencing at 9.00 am WST.

Information on the proposals to which the resolutions set out below relate is contained in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting.

$\blacksquare$ REPORTS

To consider the final report of the Company and the report of the Directors and the Auditors for the period ended 30 June 2006.

$\overline{2}$ NON-BINDING ADVISORY VOTE ON THE REMIINERATION BOARD

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

Resolution 1: Remuneration Report

"That the Remuneration Report for the financial period ended 30 June 2006, submitted as part of the Directors' Report for the financial period ended 30 June 2006 be adopted."

$\overline{3}$ ELECTION OF DIRECTOR

Resolution 2: Election of Zhukov Pervan as a Director

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

"To elect as a Director Dr Zhukov Pervan who was appointed by the Directors on 24 May 2006 and being eligible offers himself for re-election."

$\overline{4}$ ELECTION OF DIRECTOR

Resolution 3: Election of John Karajas as a Director

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

"To elect as a Director Mr John Karajas who was appointed by the Directors on 24 May 2006 and being eligible offers himself for re-election."

$\overline{5}$ ELECTION OF DIRECTOR

Resolution 4: Election of William Bannister as a Director

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

"To elect as a Director Mr William Bannister who was appointed by the Directors on 24 May 2006 and being eligible offers himself for re-election."

6 ELECTION OF DIRECTOR

Resolution 5: Election of David Zohar as a Director

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

"To elect as a Director Mr David Zohar who was appointed as a Director on incorporation of the Company and being eligible offers himself for re-election."

$\overline{7}$ ELECTION OF AUDITORS

Resolution 6: Election of BDO as auditors

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

"To elect BDO Perth as auditors of the Company for the year ended 30 June 2007 and thereafter"

"Snap-Shot" Time

The Corporations Act permits the Company to specify a time, not more than 48 hours before the meeting, at which a "snap-shot" of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the meeting.

The Company's directors have determined that all shares of the Company that are quoted on ASX at 9.00 am WST, 29 January 2007 shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the shares at that time.

PROXIES

Please note that:

• a member of the Company entitled to attend and vote at the General Meeting is entitled to $(a)$ appoint a proxy;
• $(b)$ a proxy need not be a member of the Company; and
• $(c)$ a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion is not specified each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

DATED: 22 December 2006

BY ORDER OF THE BOAR

Juan

John Van Dieren Joint Company Secretary Uranium Oil and Gas Limited

URANIUM OIL AND GAS LIMITED

ACN 115 593 005

Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the General Meeting to be held at The Emerald Hotel, 24 Mount Street, Perth, Western Australia on Monday, 31 January 2006 commencing at 9 am WST.

The purpose of this Explanatory Memorandum is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote upon the resolution.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of General Meeting.

FINANCIAL STATEMENTS AND REPORTS

• $1.$ Pursuant to the Corporations act, the directors of a public company that is required to hold an annual general meeting must table the financial statements and reports of the Company for the previous vear before the members at that annual general meeting.
• $\overline{2}$ . Shareholders have been provided with all relevant information concerning the Company's financial statements in the Annual Report of the Company for the period ended 30 June 2006. A copy of the Annual Report has been forwarded to each shareholder. A copy of the financial statements and the associated reports will also be tabled at the meeting.
• 1. Shareholders should note that the sole purpose of tabling the financial statements of the Company at the Annual General Meeting is to provide the Shareholders with the opportunity to be able to ask questions or discuss matters arising from the financial statements at the meeting. It is not the purpose of the meeting that the financial statements be accepted. rejected or modified in any way. Further, as it is not required by the Corporations Act, no resolution to adopt, receive or consider the Company's financial statements will be put to the Shareholders at the meeting.
• $\overline{4}$ . Remuneration report-Resolution 1

Section 300A of the Corporations act requires that the Directors Report must contain a Remuneration Report containing information about the Board's policy for determining the nature and amount of the remuneration of directors and senior management. The Report must also explain the relationship between the remuneration policy and the company's performance. Shareholders are required to vote on a non-binding resolution to adopt the Remuneration Report.

Note that the vote on this item is advisory only and does not bind the Directors or the Company.

5. Re-Election of all Directors

All Directors having been appointed either from incorporation or to fill a casual vacancy seek shareholders approval to be re-elected as a directors of the Company. Resolutions 2 to 5 relate to the re-election of Directors.

6. Election of BDO as auditors of the Company

BDO Perth were appointed by the directors of the Company to be the auditors of the Company. As required by the Corporations Act 2001, shareholders must agree to the election of auditors after Directors have auditors. A shareholder, Mr John Karajas has nominated BDO Perth to be the auditors of the Company (refer copy of letter below). Resolution 6 relates to the election of BDO Perth as auditors of Uranium Oil and Gas Limited

Copy of Letter to Company nominating BDO Perth as Auditors of Uranium Oil and Gas Limited

14 December 2006

The Directors Uranium Oil and Gas Limited Level 8 256 St Georges Terrace PERTH WA 6000

Dear Sirs.

I John Karajas being a shareholder in Uranium Oil and Gas Limited ("the Company"), hereby nominate BDO Perth to be appointed as auditors of the Company for the year ended 30 June 2007 and thereafter and such appointment will be subject to shareholder approval at the Company's Annual General Meeting to be held on or around 31 January 2007.

Yours faithfully

John Karajas

GLOSSARY

In this Explanatory Statement, the following terms have the following unless the context otherwise requires:

"ASX"	means Australian Stock Exchange Limited (ABN 98 008 624 691).
"Board"	means board of Directors.
"Company"	means Uranium Oil and Gas Limited$(ACN 115 593 005)$ .
"Corporations Act"	means the Corporations Act 2001 (Cth) and all regulations made pursuant tosuch legislation, as amended from time to time.
"Director"	means a director of the Company.
"Listing Rules"	means Listing Rules of ASX, as amended or replaced from time to time,except to the extent of any waiver by ASX.
"Shareholder"	means a member of the Company, as defined in the constitution of theCompany.
"Shares"	means ordinary fully paid shares in the capital of the Company.
"WST"	means Western Standard Time.

URANIUM OIL AND GAS LIMITED ACN 115 593 005

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Proxy Form

$\overline{2}$

SHAREHOLDER

APPOINTS

Name, address and daytime telephone number of shareholder of Uranium Oil and Gas Limited.

If you appoint the Chairman as your proxy, but do not wish to direct your proxy how to vote on a Resolution, you must place a

mark in the box below headed "Proxy's Discretion" in respect of that Resolution. By marking this box, you acknowledge that the

Name ....................................

Address ...................................

. . . . . . . . . . . . . . . . . . . .

Daytime phone no. ................................

Insert here the name of the person you wish to appoint as proxy; shareholders cannot appoint themselves.

Name of proxy - please print

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

neeting to vote in o directions have an) sees fit at the 31 January 2007 ent thereof.

Chairman may exercise your proxy even if he has an interest in theoutcome of the resolution and votes cast by him other than asproxy holder will be disregarded because of that interest.If you appoint the Chairman as your proxy, but do not mark anybox, the Chairman will be unable to exercise your proxy vote.If you appoint the Chairman as your proxy and place a mark inany box below headed "Proxy's Discretion", the Chairman intendsto exercise your proxy to vote in favour of that Resolution.3SIGNATURE OF SHAREHOLDER(S)	OR, if no person is named, the Chairman of the raccordance with the following directions or, if nobeen given, as the Proxy (other than the ChairmaGeneral Meeting of the Company to be held on 3commencing at 9 am (WST) and at any adjournmentా
All single or joint holders of shares must sign thisform.	⇩
SignatureSignature	Signature
Date
or in the case of a company
The COMMON SEAL of the company is affixed inaccordance with its constitution in the presenceof:/Executed by the company by its duly authorisedofficers in accordance with sub-section $127(1)$ of theCorporations Act 2001:*
	Signature of DirectorName of Director (Print)
	Signature of Director/Secretary
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,	Name of Director/Secretary (Print)

under Power of Attorney on behalf of the company. or signed by ...................................

* delete as appropriate

This proxy form must be signed by the shareholder and, in the case of joint shareholders, by each of the joint shareholders. In the case of a corporation, this proxy form must be executed in accordance with section 127 of the Corporations Act 2001. In the case of a Sole Director/Secretary company, please indicate "Sole Director". If this proxy form the proxy form.

$\overline{4}$ PROXY'S VOTING INSTRUCTIONS (OPTIONAL)

		т ок	АСАНЗ І	ADSIAUS	1 AVAI 3DISCRETION
Resolution 1.	Non-binding advisory voteon the Remuneration Board
Resolution 2.Zhukov Pervan	Appointment of Director -
Resolution 3.John Karajas	Appointment of Director -
Resolution 4.William Bannister	Appointment of Director -
Resolution 5.David ZoharResolution 6.auditors	Appointment of Director -Election of BDO Perth as

TANK

A 23 A TANZON

LIBORATIVE

BRAVVIC

If you wish to direct your proxy how to vote, place a mark (tick or cross) on the appropriate box. If a mark is placed in a box, your total shareholding will be voted in that manner. You may, if you wish, split your voting direction by inserting the number of shares you wish to vote in the appropriate box. The direction will be invalid if a mark is made against more than one box for a particular item, or, if you have split your direction, if the total shareholding shown in "FOR", "AGAINST", "ABSTAIN" and "PROXY'S DISCRETION" boxes is more than your total shareholding on the share register. Each person who attends the meeting is entitled to one vote only on a show of hands. A person who holds proxies for more than one shareholder cannot vote on a show of hands if he or she holds proxies directing him or her to vote both for and against a resolution.

APPOINTMENT OF A SECOND PROXY (OPTIONAL)

If you want to appoint two proxies you may state here the percentage of your voting rights applicable to this proxy form. If you do not specify a particular percentage, each proxy is entitled to exercise 50% of your voting rights applicable to this proxy form.

A shareholder is entitled to appoint up to two persons (whether shareholders or not) to attend the meeting and vote as proxies. If you wish to appoint two proxies please either photocopy the proxy form or telephone John Van Dieren on $+618$ 9481 3188 to obtain a second form. Both forms should be completed with the nominated percentage of your voting rights on each form. Please return the proxy forms together.

Important Information

Deadline for Receipt of proxies To be effective, a completed proxy form together with the power of attorney (if any) under which it is signed, must be received by the Company at the Company Secretary's office at Stantons International Level 1, 1 Havelock Street West Perth WA 6005 not less than 48 hours before the appointed time of the General Meeting ie, no later than 9:00 am WST on 29 January 2007.

Destination of Completed Proxy Form Once the Proxy Form is completed and all details checked by you, the form is to be sent or delivered to the Company Secretary's office at C/- Stantons International Level 1, 1 Havelock Street West Perth WA 6005 or sent by facsimile to the Company Secretary's office on $++61893211204$ .

For Further Information If you need any further information about this form or attendance at the Company's General Meeting. please contact Mr John Van Dieren, Company Secretary on ++ 618 9481 3188.