PATERSON RESOURCES LTD — AGM Information 2007

Oct 24, 2007

URANIUM OIL AND GAS LIMITED ABN 45 115 593 005

of Level 11, 16 St Georges Terrace, Perth WA 6000

Circular to Shareholders

including

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY MEMORANDUM PROXY FORM

Annual General Meeting of Uranium Oil and Gas Limited to be held at the Goodearth Hotel, 195 Adelaide Terrace, Perth, Western Australia on the 28[th] day of November 2007 commencing at 9:30 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.

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URANIUM OIL AND GAS LIMITED ABN 45 115 593 005

Corporate Directory

	Corporate Directory
Directors	Dr Zhukov (Zeke) Pervan MB,BS(WA), F.R.A.C.G.P., F.A.I.C.D
	Chairman
	William Edwin Bannister MSc, AWASM
	Managing Director
	John Karajas BSc (Hons) MAIG
	Director
	David Zohar BSc DipEd
	Director
Company Secretaries	David Zohar BSc DipEd
	Susanne Gweneth Waters
Head Office	Level 7
	231 Adelaide Terrace
	PERTH
	WESTERN AUSTRALIA 6000
	Phone: (08) 9225 4873
	Fax: (08) 9225 6474
	Website: www.uog.com.au
Registered Office	Level 11
	16 St Georges Terrace
	PERTH
	WESTERN AUSTRALIA 6000
Auditors	BDO Kendalls Audit and Assurance (WA) Pty Ltd
	Level 8
	256 St Georges Terrace
	PERTH
	WESTERN AUSTRALIA 6000
Solicitors	Lawton Gillon
	Level 11
	16 St Georges Terrace
	PERTH
	WESTERN AUSTRALIA 6000
Share Registry	Computershare Investor Services Pty Ltd
	Level 2
	45 St Georges Terrace
	PERTH
	WESTERN AUSTRALIA 6000
ASX Code	UOG

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URANIUM OIL AND GAS LIMITED ABN 45 115 593 005

Notice of Annual General Meeting

NOTICE IS GIVEN THAT a General Meeting of the Company will be held at the Goodearth Hotel, 195 Adelaide Terrace, Perth, Western Australia on the 28[th] day of November 2007 commencing at 9:30 am (WST).

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

AGENDA

Accounts and Reports

To receive and consider the balance sheet, profit and loss statement, and the reports of the directors and of the auditors for the year ended 30 June 2007.

ORDINARY BUSINESS

1. Resolution 1 - Remuneration Report

To consider and, if thought fit, pass with or without amendment the following resolution as an ordinary resolution:

“To adopt the Remuneration Report, which forms part of the Directors’ Report, for the year ended 30 June 2007.”

The vote on this resolution is advisory only and does not bind the directors or the Company.

2. Resolution 2 – Appointment of Replacement Auditor

To consider and, if thought fit, pass with or without amendment the following resolution as an ordinary resolution:

“That for the purposes of section 327B of the Corporations Act and for all other purposes, BDO Kendalls Audit & Assurance (WA) Pty Ltd (ABN 79 112 284 787) of 128 Hay Street, Subiaco, Western Australia 6008 (have been nominated by a member of the Company and consented in writing to act in the capacity of auditor) be appointed as auditor of the Company in accordance with section 327B (1) of the Corporations Act."

“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 9:30 am WST, 26 November 2007 shall, for the purposes of determining voting entitlements at the Annual General Meeting, be taken to be held by the persons registered as holding the shares at that time.

PROXIES

Please note that:

• (a) a member of the Company entitled to attend and vote at the General Meeting is entitled to 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: 23 October 2007

BY ORDER OF THE BOARD

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David Zohar Company Secretary Uranium Oil and Gas Limited

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URANIUM OIL AND GAS LIMITED

ABN 45 005 593 005

Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at the Goodearth Hotel, 195 Adelaide Terrace, Perth, Western Australia on the 28[th] day of November 2007 commencing at 9:30 am (WST).

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

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

RESOLUTION 2 – Appointment of Replacement Auditor

BDO, Chartered Accountants & Advisers (Perth) ( BDO ), recently merged with Howarth (WA) and the audit practice is now carried on through BDO Kendalls Audit & Assurance (WA) Pty Ltd (ABN 79 112 284 787) ( BDO Kendalls ).

Accordingly, pursuant to section 329 (5) of the Corporations Act, BDO has applied to the Australian Securities and Investment Commission ( ASIC ) for consent to resign as auditor of the Company, with effect from the date of the AGM. Subject to ASIC consenting to the resignation and BDO submitting a resignation to the Company, it is proposed that the Company appoint BDO Kendalls as auditor of the Company. Pursuant to section 328B (1) of the Corporations Act, a member of the Company has nominated BDO Kendalls Audit & Assurance (WA) Pty Ltd to be the Company's auditor.

BDO Kendalls has given its written consent to act as the Company’s auditor subject to shareholder approval of this resolution.

If this resolution is passed, the appointment of BDO Kendalls as the Company’s auditor will take effect at the close of the AGM.

GLOSSARY

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

“ASX”	means Australian Securities Exchange Limited (ABN 98 008 624 691).
“Board”	means board of Directors.
“Company”	means Uranium Oil and Gas Limited (ABN 45 115 593 005).
“Corporations Act”	means the Corporations Act 2001 (Cth) and all regulations made pursuant to such
	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 the Company.
“Shares”	means ordinary fully paid shares in the capital of the Company.
“WST”	means Western Standard Time.

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Proxy Form

URANIUM OIL AND GAS LIMITED ABN 45 115 593 005

Shareholder

All correspondence to: Uranium Oil and Gas Limited

PO Box 3235 PERTH WA 6832 Enquiries (within Australia) (08) 9225 4873 (outside Australia) 61 8 9225 4873 Facsimile 61 8 9225 6474

Name, address and daytime telephone number of shareholder.

Name…………………………………………………………………. Address……………………………………………………………….

…………………………………………………………………………

Daytime telephone no……………………………………………….

Appointment of Proxy

I/we being member/s of Uranium Oil and Gas Limited and entitled to attend and vote hereby appoint

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The Chairman of the Meeting (mark with an ”X”) OR

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Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

or, failing the person named, or if no person 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, at the proxy’s discretion) at the Annual General Meeting of Uranium Oil and Gas Limited to be held at the Goodearth Hotel, 195 Adelaide Terrace Perth WA 6000 at 9.30 am on Wednesday 28 November 2007.

Voting directions to your proxy – please X to indicate your directions

PROXY’S VOTING INSTRUCTIONS (OPTIONAL)

FOR	AGAINST	ABSTAIN*	PROXY’S
			DISCRETION

1. Remuneration report 2. Appointment of replacement auditor

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

PLEASE SIGN HERE

This section MUST be signed in accordance with the instructions overleaf to enable your directions to be implemented

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

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How to complete the Proxy Form

1. Your Name and Address

This is your name and address as it appears on the company's share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

2. Appointment of a Proxy If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company.

3. Votes on Items of Business You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. 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 “FOR”, “AGAINST”, “ABSTAIN” and “PROXY’S DISCRETION” boxes is more than your total shareholding on the share register. If you do not mark any of the boxes on a given item your proxy, unless he or she is the Chairman of the Meeting, may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

If you appoint the Chairman of the Meeting as your proxy, but do not wish to direct your proxy how to vote on an item of business, you must place a mark in the box opposite that item of business headed “Proxy’s Discretion”. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even if he or she has an interest in the outcome of the resolution and votes cast by him or her other than as proxy holder will be disregarded because of that interest.

If you appoint the Chairman of the Meeting as your proxy, but do not mark any box, the Chairman of the Meeting will be unable to exercise your proxy vote.

If you appoint the Chairman of the Meeting as your proxy and place a mark in any box headed “Proxy’s Discretion”, the Chairman of the Meeting intends to exercise your proxy to vote in favour of that item of business.

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.

4. Appointment of a Second Proxy You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Susanne Waters, on ++ 618 9225 4873 or you may copy this form.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded;

• (b) return both forms together in the same envelope.

5. Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, all of the security holders should sign. Power of Attorney: If this proxy form is signed under Power of Attorney the original Power of Attorney (or a copy certified as a true copy by statutory declaration) must be forwarded with the proxy form. 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 indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the meeting at the Goodearth Hotel, 195 Adelaide Terrace, Perth WA 6000 9.30am Wednesday 28 November 2007. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged

by delivery to the Business Office of Uranium Oil and Gas Limited at Level 7, 231 Adelaide Terrace, Perth WA 6000 or may be sent by mail or facsimile to:

PO Box 3235 PERTH WA 6832 Facsimile ++ 618 9225 6474

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