PTR MINERALS LTD — AGM Information 2011

Oct 23, 2011

Petratherm Ltd

Level 1, 129 Greenhill Rd, Unley, South Australia 5061 Tel: +61 8 8274 5000 Fax: +61 8 8366 6056 Website www.petratherm.com.au Email admin@petratherm.com.au A.C.N. 106 806 884

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21 October 2011

Dear Shareholder

ANNUAL GENERAL MEETING

I am pleased to invite you to attend the Annual General Meeting of Petratherm Ltd to be held at the Sebel Playford at 120 North Terrace, Adelaide, South Australia on Friday 25 November 2011 at 11.00 am.

An electronic copy of the 2011 Annual Report is available to download or view on the Company’s website at http://www.petratherm.com.au/reports.html. The 2011 Annual Report has also been sent by post to those shareholders who have previously elected to receive a hard copy. In addition, the Company has also enabled online voting, details of which are explained on the Proxy Form.

If you are unable to attend the meeting in person, I encourage you to return the enclosed Proxy Form. The Proxy Form should be returned by post or faxed to the Company’s Office or Share Registry so that it may be received by 11.00 am on Wednesday 23 November 2011.

Yours sincerely,

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DEREK CARTER

CHAIRMAN

Encl.

Petratherm Ltd

Level 1, 129 Greenhill Rd, Unley, South Australia 5061 Tel: +61 8 8274 5000 Fax: +61 8 8366 6056 Website www.petratherm.com.au Email admin@petratherm.com.au A.C.N. 106 806 884

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of shareholders of Petratherm Ltd will be held at the Sebel Playford at 120 North Terrace, Adelaide, South Australia on Friday 25 November 2011 at 11.00 am.

Please note that your online version of the Company’s 2011 Annual Report can be viewed at http://www.petratherm.com.au/reports.html. The 2011 Annual Report has also been sent by post to those Shareholders who have previously elected to receive a hard copy. You can also vote online at www.investorvote.com.au by entering your Control Number, SRN/HIN and postcode, which are shown on the first page of the enclosed Proxy Form. Overseas Shareholders are able to select their country of residence rather than entering a postcode.

Ordinary Business

To receive and consider the Financial Statements for the year ended 30 June 2011 and accompanying reports of the Directors and Auditor.

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

• 1] Adoption of the Remuneration Report

• ‘That the Company adopt the Remuneration Report for the year ended 30 June 2011 as set out in the Company’s Annual Report for the year ended 30 June 2011.’

• 2] Re-election of Mr Richard Hillis as Director ‘That Mr Richard Hillis, having voluntarily retired as a Director by rotation in accordance with ASX Listing Rule 14.4 and clause 6.1 of the Constitution of the Company and being eligible, and offering himself, for re-election, is re-elected as a Director with effect immediately following the conclusion of the meeting.’

• 3] Subsequent approval of the issue of 18,312,000 Placement Shares ‘That for the purpose of ASX Listing Rule 7.4 and for all other purposes, approval be and is hereby given to the allotment and issue by the Company of 18,312,000 ordinary shares on the terms and conditions described in the Explanatory Memorandum which is attached to and forms part of this Notice.’

Explanatory Notes

The Explanatory Notes accompanying this Notice of Annual General Meeting are incorporated in and comprise part of this Notice of Annual General Meeting, and should be read in conjunction with this Notice of Annual General Meeting.

Shareholders are specifically referred to the Glossary in the Explanatory Notes which contains definitions of capitalised terms used both in this Notice of Annual General Meeting and the Explanatory Notes.

Voting Exclusion Statement - Resolution 1

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person described above may cast a vote on Resolution 1 if:

• (c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

• (d) the vote is not cast on behalf of a person described in paragraphs (a) or (b) above.

Please Note: In accordance with sections 250R(4) and 250R(5) of the Corporations Act, the Chair will not vote any undirected proxies in relation to Resolution 1 unless the shareholder specifically authorises the Chair to vote in accordance with the Chair’s stated voting intentions. If a shareholder wishes to nominate the Chair as their proxy for the purpose of Resolution 1 the shareholder must either tick the ‘for’ or ‘against’ box, directing the Chair how to vote, or tick the box authorising the Chair to vote in accordance with his or her stated voting intentions, on the enclosed Proxy Form in order for their proxy vote to be counted . Alternatively, shareholders can nominate as their proxy for the purpose of Resolution 1 a proxy who is not a member of the Company’s Key Management Personnel or Closely Related Parties. That person would be permitted to vote undirected proxies.

Proxies

Please note that:

• (a) a member of the Company entitled to attend and vote at the Annual 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 or number 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. For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

New sections 250BB and 250BC of the Corporations Act took effect on 1 August 2011 and apply to voting by proxy on or after 1 August 2011 (whether or not the proxy was appointed before, on or after that date). Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

More details on these changes is provided below.

Proxy vote if appointment specifies way to vote

Section 250BB provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (that is, as directed);

• if the proxy has two or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (that is, as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (that is, as directed).

Transfer of non-chair proxy to chair in certain circumstances

• Section 250BC provides that if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the company’s members;

• the appointed proxy is not the chair of the meeting;

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting; or

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Voting Exclusion Statement - Resolution 3

The Company will disregard any votes cast on Resolution 3 by a person who participated in the issue of Placement Shares and associates of that person.

However the Company need not disregard a vote if:

• (a) 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

• (b) 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.

‘Snap-shot’ Time

The Company may specify a time, not more than 48 hours before the Meeting, at which a ‘snapshot’ 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 as at 7.00 pm on the 23 November 2011 shall, for the purposes of determining voting entitlements at the Meeting, be taken to be held by the persons registered as holding the Shares at that time.

Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

Dated 2 1 O ctober 2 011

BY O RDER O F T HE B OARD PETRATHERM L IMITED

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DONALD S TEPHENS COMPANY S ECRETARY

Voting

A Proxy Form is enclosed with this Notice.

EXPLANATORY NOTES

Introduction

These Explanatory Notes set out information in connection with the business to be considered at the Annual General Meeting of Shareholders proposed to be held at the Sebel Playford at 120 North Terrace, Adelaide, South Australia on Friday 25 November 2011 at 11.00 am. These Explanatory Notes are to assist Shareholders in understanding the background to and the legal and other implications of the Notice and the reasons for the resolutions proposed. Both documents should be read in their entirety and in conjunction with each other.

Other than the information set out in these Explanatory Notes the Directors believe that there is no other information that could reasonably be required by Shareholders to consider Resolutions 1, 2 and 3.

Resolutions 1, 2 and 3 are ordinary resolutions. They are separate resolutions and in no way dependent on each other.

Resolution 1: Adoption of the Remuneration Report

The Annual Report for the year ended 30 June 2011 contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive Director, specified Executives and non-executive Directors. The report is set out in the Directors’ Report of the Annual Report.

Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Company. Shareholders should note that the vote on Resolution 1 is advisory only and, subject to the matters outlined below, will not bind the Company or the Directors. However, the Board will take the outcome of the vote into consideration when reviewing the Company’s remuneration policy.

With effect from 1 August 2011 the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Cth) amended the Corporations Act to:

• (a) Prohibit a vote on this resolution being cast (in any capacity) by or on behalf of any of the following persons:

• (i) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; or

• (ii) a Closely Related Party of such a member.

However, a person described above may cast a vote on Resolution 1 if:

• (iii) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

• (iv) the vote is not cast on behalf of a person described in paragraphs (a) or (b) above.

Please Note: In accordance with sections 250R(4) and 250R(5) of the Corporations Act, the Chair will not vote any undirected proxies in relation to Resolution 1 unless the shareholder specifically authorises the Chair to vote in accordance with the Chair’s stated voting intentions. If a shareholder wishes to nominate the Chair as their proxy for the purpose of Resolution 1 the shareholder must either tick the ‘for’ or ‘against’ box directing the Chair how to vote, or tick the box authorising the Chair to vote in accordance with his or her stated voting intentions, on the enclosed Proxy Form in order for their proxy vote to be counted . Alternatively, shareholders can nominate as their proxy for the purpose of Resolution 1 a proxy who is not a member of the Company’s Key Management Personnel or Closely Related Parties. That person would be permitted to vote undirected proxies.

The Chair intends to vote all available proxies in favour of Resolution 1.

• (b) Introduce a ‘two-strike’ process in relation to the advisory and non-binding vote on the remuneration report, whereby if at two consecutive AGMs of a listed company at least 25% of votes cast on a resolution that the remuneration report be adopted are against adoption of the report, at the second of these AGMs there must be put to the vote a resolution that another meeting be held within 90 days at which all directors (except the managing director) who were directors at the date the remuneration report was approved at the second AGM must stand for re-election. So, in summary, shareholders will be entitled to vote in favour of holding a general meeting to re-elect the Board if the Remuneration Report receives ‘two strikes’.

Resolution 2: Re-election of Mr Richard Hillis as Director

Pursuant to clause 6.1 of the Company’s Constitution, at the first annual general meeting of the Company all the directors retire from office and are eligible for re-election.

Resume of the candidate for re-election to the office of Director are as follows:

Richard Hillis, BSc, ARSM, PhD (Non-Executive Director)

Richard Hillis is CEO of the Deep Exploration Technologies Cooperative Research Centre (DET CRC). The DET CRC is an industry and government funded company established to deliver research programs in mineral exploration technologies. Richard graduated BSc (Hons) from Imperial College (London, 1985), and PhD from the University of Edinburgh (1989) and was until recently State of South Australia Professor of Petroleum Geology and Head of the Australian School of Petroleum (University of Adelaide). He has published over 100 papers in the areas of petroleum geomechanics and basin tectonics and has consulted extensively to, and run short courses for, the petroleum industry on these topics.

The Directors (other than Mr Hillis) do not have an interest in the outcome of Resolution 2 and recommend that Shareholders vote in favour of Resolution 2.

Resolution 3: Subsequent approval of the issue of 18,312,000 Placement Shares

ASX Listing Rule 7.1 provides, in summary, that a listed company may not issue equity securities in any 12 month period which exceeds 15% of the number of issued securities of the company held at the beginning of the 12 month period, except with the prior approval of shareholders of the company in general meeting, unless an exception in ASX Listing Rule 7.2 applies.

However, ASX Listing Rule 7.4 provides that an issue of equity securities made without shareholder approval under ASX Listing Rule 7.1 is treated as having been made with shareholder approval for the purpose of ASX Listing Rule 7.1 if:

• the issue did not breach ASX Listing Rule 7.1; and

• holders of ordinary securities subsequently approve it.

The issue of the Placement Shares did not result in the Company breaching the 15% limit referred to in ASX Listing Rule 7.1. The issue of the Placement Shares does not therefore depend upon shareholders passing Resolution 1. The purpose of Resolution 1 is to obtain shareholder approval for the purpose of ASX Listing Rule 7.4 and for all other purposes. If shareholders approve the issue of the Placement Shares for the purpose of ASX Listing Rule 7.4, the issue of the Placement

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Shares will not count towards determining the number of equity securities which the Company can issue in any 12 month period. However, if shareholders do not approve the issue of the Placement Shares for the purpose of ASX Listing Rule 7.4, the issue of the Placement Shares will count towards the number of equity securities which the Company can issue in any 12 month period.

For the purpose of ASX Listing Rule 7.5 information regarding the Placement Shares is provided as follows:

• 18,312,000 Placement Shares have been allotted.

• The Placement Shares have been issued at an issue price of $0.125 each.

• The terms and conditions of the Placement Shares are the same as the terms and conditions of already issued fully paid ordinary shares in the Company.

• The allottees of the Placement Shares are applicants for Placement Shares as determined by the Board.

• Funds raised from the issue of the Placement Shares will be used to fund the Company’s exploration projects and to provide working capital.

The Directors recommend that shareholders vote in favour of Resolution 3.

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Glossary

In these Explanatory Notes and the Notice of Annual General Meeting the following expressions have the following meanings unless stated otherwise or unless the context otherwise requires:

“ASX” means ASX Limited ACN 008 624 691;

“ASX Listing Rules” means the official listing rules of ASX;

“Board” means the board of Directors;

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependant of the member or of the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth);

“Company” means Petratherm Limited;

“ Constitution” means the constitution of the Company;

“Corporations Act” means Corporations Act 2001 (Cth);

“Director” means a director of the Company;

“Key Management Personnel” has the same meaning as in the accounting standards (so the term broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director, whether executive or otherwise, of the Company);

“Meeting” means the meeting of Shareholders convened by the Notice;

“Notice” means the Notice of Annual General Meeting to which these Explanatory Notes are attached;

“Share” means a fully paid ordinary share in the capital of the Company; and

“Shareholder” means a holder of a Share.

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Petratherm Ltd

ACN 106 806 884

Lodge your vote:

� Online:

www.investorvote.com.au

�

By Mail:

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

000001 000 PTR 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 556 161 (outside Australia) +61 3 9415 4000

Proxy Form

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Vote online or view the annual report, 24 hours a day, 7 days a week:

www.investorvote.com.au

Your secure access information is: Cast your proxy vote Control Number: 999999 Access the annual report SRN/HIN: I9999999999 PIN: 99999 � PLEASE NOTE: For security reasons it is important that you keep your Review and update your securityholding SRN/HIN confidential.

� For your vote to be effective it must be received by 11:00 am (Adelaide time) Wednesday 23 November 2011

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 for Postal Forms

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.

GO ONLINE TO VOTE, � or turn over to complete the form

916CR_0_Sample_Proxy/000001/000001

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

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I9999999999
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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 I9999999999 broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Petratherm Ltd 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, as the proxy sees fit) at the Annual General Meeting of Petratherm Ltd to be held at the Sebel Playford at 120 North Terrace, Adelaide, South Australia on Friday 25 November 2011 at 11.00 am (Adelaide time) and at any adjournment of that meeting.

Important for Item 1 - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

By marking this box, you are directing the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 1 as set out below and in the Notice of Meeting. If you do not mark this box, and you have not directed your proxy how to vote on Item 1, the Chairman of the Meeting will not cast your votes on Item 1 and your votes will not be counted in computing the required majority if a poll is called on this item. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes in Step 2 below (for example if you wish to vote against or abstain from voting) or by marking this box (in which case the Chairman of the Meeting will vote in favour of Item 1).

The Chairman of the Meeting intends to vote all available proxies in favour of Item 1 of business.

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I/We direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 1 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Item 1 is connected directly or indirectly with the remuneration of a member of key management personnel.

� PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your Items of Business behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

ORDINARY BUSINESS

Item 1 Adoption of the Remuneration Report Item 2 Re-election of Mr Richard Hillis as Director

Item 3 Subsequent approval of the issue of 18,312,000 Placement Shares

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The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

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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P T R

Level 1, 129 Greenhill Road UNLEY SA 5061 Australia

Petratherm Ltd ACN 106 806 884

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Dear Securityholder,

We have been trying to contact you in connection with your securityholding in Petratherm Ltd. Unfortunately, our correspondence has been returned to us marked “Unknown at the current address”. For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notices of meeting.

Please note if you have previously elected to receive a hard copy Annual Report (including the financial report, directors’ report and auditor’s report) the dispatch of that report to you has been suspended but will be resumed on receipt of instructions from you to do so.

We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.

You are requested to include the following;

Securityholder Reference Number (SRN); > ASX trading code; > Name of company in which security is held; > Old address; and > New address.

Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia

Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.

Yours sincerely

Donald Stephens Company Secretary

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