PEAKO LIMITED — Proxy Solicitation & Information Statement 2015

Oct 25, 2015

(ABN 79 131 843 868)

PEAK OIL & GAS LIMITED.

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting ( Meeting ) of the Members of Peak Oil & Gas Limited ( Company ) will be held at The Institute of Chartered Accountants in Australia on Level 3 of 600 Bourke Street, Melbourne, Victoria on Thursday 26 November 2015 commencing at 10:15 am (AEDT).

Business

Change of Company Name

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

“That, with effect on and from the date that ASIC alters the details of the Company’s registration in accordance with section 157 of the Corporations Act 2001, the name of the Company is changed to "Peako Limited".

(Refer to Note 1 of the Explanatory Notes)

By order of the Board

PEAK OIL & GAS LIMITED

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Rae Clark Company Secretary 21 October 2015

Explanatory Note to the Business of the Meeting

Change of Company Name

General

The Directors of the Company have resolved, subject to Shareholder approval, to change the Company’s name to “Peako Limited” and the Resolution seeks Shareholder approval for that change in accordance with section 157 of the Corporations Act.

The Directors wish to re-brand the business with a more generalised name that better reflects the Company’s portfolio of interests.

The resolution is a Special Resolution and, as such, requires approval of 75% of the votes cast by Shareholders entitled to vote on the Resolution, in order to be passed.

If the resolution is approved by Shareholders, the change of name will take effect from the date on which ASIC updates its register, which may take several weeks following the General Meeting. The Company’s ASX ticker code will be unchanged, remaining as PKO.

Recommendation

The Directors recommend that the Shareholders vote in favour of the Resolution.

Voting Generally

• The Company has determined that, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cwth), the holders of shares of the Company who are on the Company’s share register as at 10:15am (ADST) on 24 November 2015 will be taken for the purposes of the Meeting to be held by the persons who held them at that time. Accordingly, those persons will be entitled to attend and vote at the Meeting.

• A Member entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the Member's voting rights.

• A proxy duly appointed need not be a Member.

• A proxy form accompanies this Notice and, to be effective, the executed proxy form and any document necessary to show the validity of the proxy form must be lodged with the Company not less than 48 hours before the time appointed for the Meeting. Any proxy form lodged after that time will be treated as invalid.

• Directors and Officers of corporate shareholders should note that unless the corporate shareholder either:

• (a) completes and lodges with the Company a valid form of appointment of proxy in accordance with the instructions on the enclosed proxy form; or

• (b) completes and either lodges with the Company prior to the Meeting a form of appointment of personal representative in accordance with the provisions of Section 250D of the Corporations Act or causes such personal representative to attend the Meeting with such form of appointment; or

• (c) has appointed an attorney,

and such proxy, personal representative or attorney attends the Meeting, then such corporate shareholder will be unable to exercise any votes at the Meeting.

• Proxy and corporate appointment of representative forms may be returned to the Company in the manner detailed at point 6 on the proxy form.

• Corporate shareholders should comply with the execution requirements set out above and on the reverse of the proxy form and otherwise comply with the provisions of Section 127 of the Corporations Act, as detailed at point 7 on the proxy form.

• Completion of a proxy form will not prevent individual Members from attending the Meeting in person if they wish. Where a Member completes and lodges a valid proxy form and attends the Meeting in person then the proxy's authority to speak and vote for that Member is suspended while the Member is present at the Meeting.

• Where a proxy form or form of appointment of personal representative is lodged and is executed under power of attorney the power of attorney must be lodged in like manner as a proxy.

PROXY FORM PEAK OIL & GAS LIMITED (ABN 79 131 843 868)

Peak Oil & Gas Limited. Level 21, 500 Collins Street Melbourne Vic 3000 Fax: +61 3 8610 4799

I/We (name of Member) .............................................................................................................................................. of (address) .................................................................................................................................................................

being a Member/Members of Peak Oil & Gas Limited ( Company ) HEREBY APPOINT

(name) …………………………………………………………………………………………………….. or, failing that person, then the Chairman of the Meeting 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 The Institute of Chartered Accountants in Australia on Level 3 of 600 Bourke Street, Melbourne, Victoria on 26 November 2015 commencing at 10:15 am (ADST) and at any adjournment thereof.

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

To indicate your instructions mark X

If no directions are given my/our proxy may vote as he/she thinks fit or may abstain. Otherwise my/our proxy is to vote as follows:

FOR AGAINST ABSTAIN SPECIAL RESOLUTION

Resolution: Change of Company Name

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

Subject to the operation of the express voting exclusions contained in the Explanatory Notes to the Notice of Meeting, the Chair's intention is to vote an undirected proxy in favour of each resolution to be put to the Meeting, even if he has an interest in the outcome of the resolution/s. You should be aware that votes so cast by the Chair of the Meeting as your proxyholder will not be disregarded because of that interest.

If no direction is given above or if more than one box is marked in relation to a resolution, I/we authorise my/our proxy to vote or abstain as my/our proxy thinks fit in respect of that resolution at the Meeting and any adjournment thereof.

If you are appointing more than one proxy, you must complete the following statement

My total voting right is ___________________ shares. This Proxy is appointed to represent ______ % of my voting right or if 2 proxies are appointed Proxy 1 represents ______% and Proxy 2 represents _______% of my total votes. If no direction is given above or if more than one box is marked in relation to a resolution, I/we authorise my/our proxy to vote or abstain as my/our proxy thinks fit in respect of that resolution at the Meeting and any adjournment thereof.

Signature(s)

Date

Individual or Joint Shareholder 1 Joint Shareholder 2 Joint Shareholder 3 Director/ Sole Director with no Director/Company Secretary Sole Director & Sole Company Company Secretary Secretary

INSTRUCTIONS FOR APPOINTMENT OF PROXY

1. A Member entitled to attend and vote at a General Meeting of the Company is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the Member's voting rights.

2.

3.

4.

5.

• A duly appointed proxy need not be a Member.

• This proxy form and any document necessary to show the validity of the form must be lodged with the Company not less than 48 hours before the time appointed for the meeting. Any proxy lodged after that time will be treated as invalid.

In the case of joint holders of shares in the Company, all holders must sign.

• Directors and Officers of corporate shareholders should note that unless the corporate shareholder either:

• (i) completes and lodges with the Company a valid form of appointment of proxy; or

• (ii) completes and either lodges with the Company a form of appointment of or certificate of appointment of personal representative in accordance with the provisions of Section 250D of the Corporations Act ( Act ) or causes such personal representative to attend the meeting with such form of appointment or certificate; or

(iii) has appointed an attorney, and such proxy, personal representative or attorney attends the relevant meeting, then such corporate shareholder will be unable to exercise any votes at the relevant meeting.

6.

7.

• Proxy and corporate representative appointment forms may be returned to the Company by delivery (by hand, mail, courier or facsimile) to the Company. at its Registered Office, at Level 21 500 Collins Street, Melbourne Vic 3000.

• Corporate shareholders should comply with the provisions of Section 127 or Section 204A of the Act as applicable. Section 127 of the Act provides that a company may execute a document without using its common seal if the document is signed by:

• two directors of the company; or

• a director and a company secretary of the company; or

• for a proprietary company that has a sole director who is also the sole company secretary - that director. In this case the signatory must state this next to their signature.

Section 204A of the Act permits a proprietary company that does not have a company secretary to validly execute an instrument appointing a proxy if it is executed by the sole company director of that company and the person signing the proxy states that next to their signature.

For the Company to rely on the assumptions set out in sections 129(5) and (6) of the Act, a document must appear to have been executed in accordance with section 127(1) or (2) or section 204A of the Act. This effectively means the status of the person(s) signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) or section 204A as applicable. In all cases the person or persons signing the instrument of proxy will be deemed to have warranted and represented to the Company that the proxy is executed in accordance with sections 129(5) and (6) of the Act or section 204A of the Act as relevant.

8.

• Where a Member completes and lodges a valid proxy form and attends a meeting in person then the proxy's authority to speak and vote for that Member is suspended while the Member is present at that meeting.

• Where a proxy form or form of appointment of or certificate of appointment of personal representative is lodged and is executed under power of attorney the power of attorney must be lodged in like manner as a proxy.