PEAKO LIMITED — AGM Information 2012

Oct 25, 2012

RAISAMA ENERGY LIMITED

ABN 79 131 843 868

NOTICE OF ANNUAL GENERAL MEETING

and

EXPLANATORY MEMORANDUM

Date of Meeting: Friday 30 November 2012 Time of Meeting: 10.00am (WST) Place of Meeting: Raisama Energy Limited Suite 1 16 Ord Street West Perth WA 6005

This Notice of Annual General Meeting and Explanatory Memorandum should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

RAISAMA ENERGY LIMITED

ABN 79 131 843 868

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of shareholders of Raisama Energy Limited ABN 79 131 843 868 (Company) will be held at the Company's office, Suite 1, 16 Ord Street, West Perth, Western Australia at 10.00am (WST) on Friday 30 November 2012.

The Explanatory Memorandum which accompanies and forms part of this Notice of Annual General Meeting describes the various matters to be considered and contains a glossary of defined terms for terms that are not defined in full in this Notice of Annual General Meeting.

AGENDA

ANNUAL FINANCIAL STATEMENTS AND REPORTS

To receive and consider the Annual Financial Report, the Directors' Report and Auditor's Report for the Company and its controlled entities for the year ended 30 June 2012.

ORDINARY RESOLUTIONS

1. Adoption of Remuneration Report

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

"That, for the purposes of section 250R(2) of the Corporations Act 2001 (Cth) and for all other purposes, the Remuneration Report for the Company and its controlled entities for the period ended 30 June 2012 be adopted."

The vote on this Resolution is advisory only and does not bind the Directors or the Company.

No votes can be cast by or on behalf of a member of Key Management Personnel (as identified in the Remuneration Report) ("KMP") and their closely related parties (collectively referred to as a Prohibited Voter). However, a Prohibited Voter may vote directed proxies for someone other than a Prohibited Voter.

If you appoint the Chairman of the Meeting as your proxy, and you do not provide a voting direction in respect of Resolution 1 on the proxy form, you will be deemed to have directed the Chairman of the Meeting to vote in favour of Resolution 1. If you appoint the Chairman of the Meeting as your proxy and you do not want your vote exercised in favour of this Resolution 1 you should direct the Chairman of the Meeting to vote "Against", or to abstain from voting on, this Resolution 1.

2. Re-election of Matthew Howison as a Director

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

"That Mr Matthew Howison, who retires by rotation in accordance with the Company's constitution and being eligible, offers himself for re-election, be re-elected as a Director."

3. Approval of 10% Placement Capacity under Listing Rule 7.1A

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

"That for the purposes of ASX Listing Rule 7.1A and for all other purposes, the issue of up to 10% of the Company's share capital calculated in accordance with Listing Rule 7.1A, and on the terms and conditions set out in the Explanatory Memorandum, is approved."

Voting exclusion statement: The Company will disregard any votes cast under this Resolution by any person who may participate in the issue of equity securities under this resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. The Company will not disregard a vote if it is cast as a 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.

BY ORDER OF THE BOARD

Michael Langoulant Company Secretary Dated: 26 October 2012

RAISAMA ENERGY LIMITED ABN 79 131 843 868

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be considered at the Annual General Meeting of Shareholders to be held at the Company's office, Suite 1, 16 Ord Street, West Perth, Western Australia at 10.00am (WST) on Friday 30, November 2012.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Annual General Meeting. For the assistance of Shareholders, a glossary of defined terms is included at the end of this Explanatory Memorandum.

Full details of the business to be considered at this Annual General Meeting are set out below.

Annual financial statements and reports

The Corporations Act requires that the Annual Report (which includes the Annual Financial Report, Directors' Report and Auditor's Report) be laid before the Annual General Meeting.

Shareholders will be given an opportunity to ask questions and make comments about the Annual Report (or the Company generally) but there will be no formal resolution submitted to the Meeting in respect of it.

Mr Wayne Clark, as the auditor responsible for preparing the Auditor's Report for the year ended 30 June 2012 (or his representative) will attend the Meeting. The Chairman will also allow a reasonable opportunity for Shareholders to ask the auditor questions about:

• a) the conduct of the audit;
• b) the preparation and content of the Auditor's Report;
• c) the accounting policies adopted by the Company in relation to the preparation of financial statements; and
• d) the independence of the auditor in relation to the conduct of the audit.

To assist the Board and the auditor of the Company in responding to questions please submit any questions you may have by mail to the Company's office, PO Box 1255, West Perth WA 6872, or by fax to +61 8 6143 1818 so that it is received by no later than 5.00pm (WST) on Thursday 22 November 2012.

As required under section 250PA of the Corporations Act, at the Meeting the Company will distribute a list setting out the questions directed to the auditor received in writing from members, being questions which the auditor considers relevant to the content of the Auditor's Report or the conduct of the audit of the Annual Financial Report for the year ended 30 June 2012. The Chairman will allow reasonable opportunity to respond to the questions set out on this list.

1. Resolution 1 – Adoption of Remuneration Report

The Remuneration Report of the Company for the year ended 30 June 2012 is set out on pages 15 to 17 of the Company's 2012 Annual Report.

Pursuant to section 250R(2) of the Corporations Act, a resolution that the Remuneration Report be adopted must be put to a vote at the Company's Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting.

In accordance with the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings 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) must stand for reelection.

The Company encourages all eligible Shareholders to cast their votes on Resolution 1 (Remuneration Report).

The Company will disregard any votes cast on Resolution 1 by or on behalf of either a member of the Key Management Personnel (being those persons whose remuneration details are included in the Remuneration Report) or their closely related parties, unless the vote is cast by a person as proxy for a person entitled to vote in accordance with the directions on the proxy form.

If you appoint the Chairman of the Meeting as your proxy, and you do not provide a voting direction in respect of Resolution 1 on the proxy form, you will be deemed to have directed the Chairman of the meeting to vote in favour of this resolution.

Accordingly, if you appoint the Chairman of the Meeting as your proxy, and you wish to abstain or vote against Resolution 1 you should direct the Chairman to abstain or vote against Resolution 1 by marking either "Against" or "Abstain" for this item of business on the proxy form.

The Board unanimously recommends that eligible Shareholders vote in favour of adopting the Remuneration Report.

2. Resolution 2 – Re-election of Directors

It is a requirement under the Company's constitution that Mr Matthew Howison retires by rotation at the Annual General Meeting. Mr Howison, being eligible for re-election pursuant to the Company's constitution, offers himself for re-election.

Apart from Mr Howison (who abstains from voting given his interest in the Resolution 2), the remaining Directors recommend to Shareholders that Mr Howison be re-elected.

3. Special Resolution - Approval of 10% Placement Capacity under Listing Rule 7.1A

Under Resolution 3, the Company is seeking shareholder approval to create an ability to issue up to an additional 10% of the issued share capital of the Company under ASX Listing Rule 7.1A (10% Placement). Resolution 3, is a special resolution and requires approval of 75% of the votes cast by Shareholders present and eligible to vote. The only securities that the 10% Placement can cover are existing quoted securities, namely ordinary fully paid Shares.

Eligibility criteria

Under Listing Rule 7.1A which has recently been inserted into the Listing Rules, an eligible listed entity may, subject to shareholder approval by way of special resolution, issue Shares comprising up to 10% of its issued share capital in addition to the normal 15% new issue capacity under Listing Rule 7.1. An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company has a market capitalisation of approximately $8 million and is therefore an eligible entity.

Placement capacity under Listing Rules 7.1 and 7.1A

The 10% Placement is in addition to a listed entity's usual 15% placement capacity under Listing Rule 7.1

As at the date of finalisation of this Notice of Meeting, the Company has 316,838,681 Shares on issue and therefore, in addition to any other Shares which it can issue under the permitted exceptions to Listing Rules 7.1 and 7.1A, it has the capacity to issue:

• 47,525,802 Shares under Listing Rule 7.1; and
• subject to shareholder approval being obtained under Resolution 3, 31,683,868 Shares under Listing Rule 7.1A.

The actual number of Shares that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Shares in accordance with the formula in Listing Rule 7.1A.2.

Minimum issue price

In accordance with Listing Rule 7.1A, Shares issued by the Company under a 10% Placement can only be issued at a price that is not less than 75% of the VWAP (volume weighted average price) of the Shares calculated over the 15 trading days on which trades in its Shares were recorded immediately before:

• the date on which the issue price of the Shares is agreed; or
• the issue date (if the Shares are not issued within five trading days of the date on which the issue price is agreed).

Placement period

Shareholder approval under Listing Rule 7.1A is valid from the date of this AGM until the earlier to occur of:

• 12 months after the date of the AGM; and
• the date of approval by Shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking),

or such longer period if allowed by ASX.

Shareholder approval under Listing Rule 7.1A does not lapse if the Company's market capitalisation subsequently exceeds $300 million or if it is included in the S&P/ASX 300 Index at some time during that period provided that the Company meets those criteria on the date of the AGM.

Dilution to existing shareholdings

If Resolution 3 is approved by Shareholders and the Company issues Shares under the 10% Placement, there is a risk of economic and voting dilution to existing Shareholders as a result. Further, as the market price of the Company's Shares may be significantly lower on the issue date than on the date of AGM approval, and because the Shares may be issued at a price that

is at a discount to the market price on the issue date, there is a risk that the 10% Placement may raise less funding than it would based on current market prices.

As required by Listing Rule 7.3A.2, the table below shows a number of hypothetical scenarios for a 10% Placement where variable "A" in the formula in Listing Rule 7.1A.2 (representing the Company's share capital) has increased by either 50% or 100%, and the share price has decreased by 50% or increased by 100% from the approximate share price as at the date of finalisation of this Notice of Meeting.

Dilution
Share Capital(Variable 'A' inListing Rule 7.1A.2)		$0.012550% decrease inIssue Price	$0.0250Issue Price	$0.0500100% increase inIssue Price
Current316,838,681 Shares	Number of shares	31,683,868	31,683,868	31,683,868
	Funds raised	396,048	792,097	1,584,193
50% increase475,258,022 Shares	Number of shares	47,525,802	47,525,802	47,525,802
	Funds raised	594,073	1,188,145	2,376,290
100% increase633,677,362 Shares	Number of shares	63,367,736	63,367,736	63,367,736
	Funds raised	792,097	1,584,193	3,168,387

The table has been prepared on the following hypothetical assumptions. The Company does not represent that they will necessarily occur:

• a) the Company issues the maximum number of Shares available under the 10% Placement;
• b) any increase in Variable A (being the issued share capital at the time of issue) is due to an issue of Shares which is an exception in Listing Rule 7.2, for example a pro-rata rights issue. However, a 15% placement under Listing Rule 7.1 does not increase variable "A" for the purposes of calculating the placement capacity under Listing Rule 7.1A;
• c) the table shows only the effect of issues of Shares under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1;
• d) the table does not show the dilution that may be caused to any particular Shareholder by reason of placements under Listing Rule 7.1A, based on that Shareholder's holding at the date of the AGM. For instance, Shareholders will have different outcomes depending on whether or not they participate in a pro-rata issue which has the effect of increasing variable "A"; and
• e) the current Share price is assumed to be $0.0250, being the Share price on 19 October 2012 immediately prior to finalising this Notice of Meeting.

Purpose of the 10% Placement

The Company may seek to issue Shares under the 10% Placement for either:

• a cash issue price, in this case the Company may use the funds for existing projects, new venture opportunities, working capital or for other corporate purposes; or
• non-cash consideration, such as for the acquisition of new assets or investments, subject to any applicable ASX requirements.

In either case, the cash issue price or the value of the non-cash consideration must comply with the minimum issue price noted above.

Allocation policy

The allottees of the equity securities to be issued under the 10% placement capacity have not yet been determined. However, the allottees of equity securities could consist of current shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the allottees at the time of the issue under the 10% placement capacity, having regard for the following factors:

• the purpose of the issue;
• alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
• the effect of the issue of the equity securities on the control of the Company;
• the circumstances of the Company, including, but not limited to, the financial position and solvency of the company;
• prevailing market conditions; and
• advice from corporate, financial and broking advisors (if applicable).

Voting exclusion

A voting exclusion statement is included in the Notice of Meeting. At the date of finalisation of the notice, the Company has not approached any particular existing Shareholder or an identifiable class of existing Shareholders to participate in the issue of the Shares. No existing Shareholder's vote will therefore be excluded under the voting exclusion in the Notice of Meeting.

Previous approval

The Company has not previously obtained Shareholder approval under Listing Rule 7.1A.

Recommendation

As at the date of finalisation of these Explanatory Notes, the Company has no plans to raise additional capital. However, most eligible resource companies are seeking this form of newly available shareholder approval to enable a capital raising to be implemented if appropriate during the following year. Accordingly, shareholder approval of Resolution 3 is considered to be a prudent approach.

The Directors believe that Resolution 3 will provide the Company with flexibility to raise capital quickly if advantageous terms are available, and is in the best interests of the Company. The Directors recommend that Shareholders vote in favour of this Resolution.

GLOSSARY OF TERMS

In this Explanatory Memorandum the following expressions have the following meanings:

"Board" means the board of Directors of the Company.

"Company" means Raisama Energy Limited ABN 79 131 843 868.

"Constitution" means the Company's constitution from time to time.

"Corporations Act" means the Corporations Act 2001 (Cth).

"Directors" means the directors of the Company from time to time.

"Explanatory Memorandum" means this explanatory memorandum that accompanies and forms part of the Notice.

"Listing Rule" means a Listing Rule of ASX Limited.

"Meeting" or "General Meeting" means the general meeting of Shareholders of the Company convened by the Notice.

"Notice" or "Notice of General Meeting" means the notice of general meeting which accompanies this Explanatory Memorandum.

"Resolution" means a resolution referred to in the Notice.

"Share" means a fully paid ordinary share in the capital of the Company.

"Shareholder" means a shareholder of the Company.

"WST" means Western Standard Time in Western Australia.

PROXY AND VOTING ENTITLEMENT INSTRUCTIONS

PROXY INSTRUCTIONS

Shareholders are entitled to appoint up to two individuals or bodies corporate to act as proxies to attend and vote on their behalf. Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the Shareholder's voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at or sent by facsimile transmission to the Company's office, PO Box 1255, West Perth WA 6872, +61 8 6143 1818, not less than 48 hours before the time for holding the Meeting, or adjourned meeting as the case may be, at which the individual or body corporate named in the proxy form proposes to vote.

The proxy form must be signed by the Shareholder or his/her attorney duly authorised in writing or, if the Shareholder is a corporation, in a manner permitted by the Corporations Act.

The proxy may, but need not, be a Shareholder of the Company.

In the case of Shares jointly held by two or more persons, all joint holders must sign the proxy form.

A proxy form is attached to this Notice.

VOTING ENTITLEMENT

For the purposes of determining voting entitlements at the Meeting, Shares will be taken to be held by the persons who are registered as holding the Shares at 10.00am (WST) on Wednesday 28 November 2012. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

QUESTIONS FROM SHAREHOLDERS

At the Meeting the Chairman will allow a reasonable opportunity for Shareholders to ask questions or make comments on the management of the Company and the Remuneration Report.

Mr Wayne Clark, as the auditor responsible for preparing the Auditor's Report for the year ended 30 June 2011 (or his representative) will attend the Meeting. The Chairman will also allow a reasonable opportunity for Shareholders to ask the auditor questions about:

• a) the conduct of the audit;
• b) the preparation and content of the Auditor's Report;
• c) the accounting policies adopted by the Company in relation to the preparation of financial statements; and
• d) the independence of the auditor in relation to the conduct of the audit.

To assist the Board and the auditor of the Company in responding to questions please submit any questions you may have by mail to the Company's office, PO Box 1255, West Perth WA 6872, or by fax to +61 8 6143 1818 so that it is received by no later than 5.00pm (WST) on Thursday 22 November 2012.

As required under section 250PA of the Corporations Act, at the Meeting, the Company will distribute a list setting out the questions directed to the auditor received in writing by Friday 23 November 2012, being questions which the auditor considers relevant to the content of the Auditor's Report or the conduct of the audit of the Annual Financial Report for the year ended 30 June 2012. The Chairman will allow reasonable opportunity to respond to the questions set out on this list.

RAISAMA ENERGY LIMITED

ABN 79 131 843 868

PROXY FORM

The Company Secretary Raisama Energy Limited, PO Box 1255, West Perth WA 6872 Facsimile +61 8 6143 1818 I/We ____________________________________________________________________________ of ____________________________________________________________________________ being a Shareholder/(s) of Raisama Energy Limited ("Company") and entitled to Shares in the Company hereby appoint ______________________________________________________________ of ____________________________________________________________________________ or failing him/her/it ________________________________________________________________ of ____________________________________________________________________________ or failing him/her/it the Chairman as my/our proxy to vote for me/us and on my/our behalf at the General Meeting of the Company to be held at Suite 1, 16 Ord Street, West Perth, Western Australia at 10.00am (WST) on Friday 30, November 2012 and at any adjournment thereof in respect of ________________________ of my/our Shares or, failing any number being specified, ALL of my/our Shares in the Company.

If two proxies are appointed, the proportion of voting rights this proxy is authorised to exercise is [ ]%. (An additional proxy form will be supplied by the Company on request.)

If you wish to indicate how your proxy is to vote, please tick the appropriate places below. If no indication is given on a Resolution, the proxy may abstain or vote at his/her/its discretion.

In relation to undirected proxies, the Chairman intends to vote in favour of all of the Resolutions.

If you do not wish to direct your proxy how to vote, please place a mark in the box.

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of a Resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the Resolution and your votes will not be counted in calculating the required majority if a poll is called on the Resolution.

I/we direct my/our proxy to vote as indicated overleaf:

ORDINARY RESOLUTIONS		FOR	AGAINST	ABSTAIN
1.	Adoption of Remuneration Report			
2.	Re-election of Matthew Howison as a Director			
	SPECIAL RESOLUTION
3.	Approval of 10% Placement Capacity under Listing Rule 7.1A			

As witness my/our hand/s this	day of	2012
If a natural person:		If a company:
SIGNED by________________________________	))	EXECUTED byin accordance with itsconstitution		)))
in the presence of:________________________________		__________________Director	___________________Director/Secretary
Witness		__________________Name (Printed)	___________________Name (Printed)
________________________________Name (Printed)
If by power of attorney:

SIGNED for and on behalf of	)
by	)
under a Power of Attorney dated	)
and who declares that he/she has not received any	)
revocation of such Power of Attorney in the presence of :
	)

________________________ __________________________ Signature of Attorney Signature of Witness