RAREX LIMITED — AGM Information 2008

Apr 27, 2008

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

For the Annual General Meeting to be held on Friday 30th May 2008 at 11.00am (WST) at 1st Floor, 57 Havelock Street West Perth WA 6005, Australia.

As this is an important document, please read it carefully.

If you are unable to attend the Annual General Meeting, please complete the proxy form enclosed and return it in accordance with the instructions set out on that form.

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The Annual General Meeting of the shareholders of Clancy Exploration Limited ("Clancy" or the "Company") will be held at:

1st Floor, 57 Havelock Street Commencing at West Perth, Western Australia 11.00am (WST) AUSTRALIA on Friday 30th May 2008

How to Vote

You may vote by attending the meeting in person, by proxy or corporate representative.

Voting in Person

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 11.00am.

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Annual General Meeting as soon as possible and either:

• send the proxy by facsimile to the Company on facsimile number (08) 9226 1299 (International: + 61 8 9226 1299); or
• deliver the proxy to the registered office of the Company at 1st Floor, 57 Havelock Street, West Perth WA 6005, Australia; or
• mail the proxy to PO Box 1675, West Perth WA 6872, Australia;

so it is received not later than 11.00am (WST) on 28th May 2008.

Your proxy form is enclosed.

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. An appointment of corporate representative form can be obtained from the Company by contacting the Company Secretary, Rowan Caren on (08) 9226 0085.

NOTES:

• 1. A shareholder of the Company who is entitled to attend and vote at a general meeting of shareholders is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.
• 1. Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides 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.
• 1. For the purposes of the Corporations Act, the Directors have set a snapshot time and date to determine the identity of those entitled to attend and vote at the Annual General Meeting. The snapshot time and date is 5.00pm (WST) on 28th May 2008.

CLANCY EXPLORATION LIMITED ACN 105 578 756

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of shareholders of Clancy Exploration Limited ("Clancy" or the "Company") will be held at 1st Floor, 57 Havelock Street, West Perth, WA 6005, Australia, at 11.00am (WST) on Friday 30th May 2008.

AGENDA

BUSINESS

The Explanatory Statement which accompanies and forms part of this Notice describes the matters to be considered as ordinary business and special business. Certain abbreviations and other defined terms are used throughout this Notice. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used are set out in the Glossary contained in the Explanatory Statement.

ORDINARY BUSINESS

Annual Accounts

To receive and consider the financial report of the Company and the consolidated financial report of the consolidated entity for the year ended 31 December 2007 and the reports by the Directors and Independent Auditor.

Resolution 1: Remuneration Report

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

"That for all purposes, the section of the report of the Directors for the financial year ending 31 December 2007 dealing with the remuneration of the Company's Directors, Company Secretary and Senior Executives be adopted."

• Although this resolution is advisory only, this resolution shall be determined as if it were an ordinary resolution.
• This resolution does not bind the Directors or the Company.

Resolution 2: Re-election of a Director (By Rotation)

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

"That for all purposes, Mr Mark Lester, being a director of the Company retires by rotation in accordance with clause 11.3 of the Constitution and, being eligible, is hereby re-elected as a director of the Company."

Short Explanation: Clause 11.3 of the Constitution requires that at the Annual General Meeting, one-third of the Directors or if the number of directors is not a multiple of three that number which is nearest one-third for the time being shall retire from office. A retiring Director is eligible for re-election.

Resolution 3: Appointment of New Auditor

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

"That for the purposes of section 327B(1) of the Corporations Act and for all other purposes, PKF Chartered Accountants & Business Advisers, being qualified and having consented to act, be appointed as auditor of the Company effective immediately upon the close of this meeting and that they be paid the usual and proper professional fees as remuneration."

Short Explanation: In accordance with section 329(5) of the Corporations Act, the Company's auditors at the date of this notice of meeting, Ernst & Young have given notice of resignation as auditor that takes effect under section 329(8) of the Corporations Act on the date of this meeting. The Company is required to appoint a new auditor under section 327B(1) of the Corporations Act to fill the vacancy in the office of auditor, and may do so at the meeting.

DATED THIS 24th DAY OF APRIL 2008

BY ORDER OF THE BOARD

Dr A James Macdonald Chairman

EXPLANATORY STATEMENT

This Explanatory Statement and all attachments are important documents. They should be read carefully.

If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your stockbroker or other professional adviser.

Certain abbreviations and other defined terms are used throughout this Explanatory Statement. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used are set out in the Glossary contained in this Explanatory Statement.

This Explanatory Statement has been prepared for the shareholders of Clancy in connection with the Annual General Meeting of the Company to be held on Friday 28th May 2008.

1. RESOLUTION 1 – REMUNERATION REPORT

In accordance with the Corporations Act, a resolution to adopt the Director's Remuneration Report must be put to Shareholders. The Remuneration Report which details the Company's policy on the remuneration of non-executive directors, executive directors, the company secretary and senior executives is set out on pages 21-24 of the Company's 2007 Annual Report. It is also available on the Clancy website at www.clancyexploration.com.

Voting on this resolution is advisory only and does not bind the Company or the Directors.

2. RESOLUTION 2 – RE-ELECTION OF A DIRECTOR (BY ROTATION)

2.1 Background

Resolution 2 seeks approval for the re-election of Mr Mark Lester as a Director.

Listing Rule 14.4 and Clause 11.3 of the Constitution requires that at an Annual General Meeting of the Company one third of the Directors or if the number of directors is not a multiple of three that number which is nearest one-third (except the Managing Director) for the time being shall retire from office. A retiring Director is eligible for re-election.

Mr Mark Lester retires by rotation in accordance with this requirement, is eligible for re-election and puts himself forward for reelection at this Annual General Meeting.

2.2 Directors' Recommendation

All the Directors (excluding Mr Lester) recommend that Shareholders vote in favour of Resolution 2.

3. RESOLUTION 3 – CHANGE OF AUDITORS

3.1 Background

Ernst & Young, the Company's existing auditors, has applied to ASIC for consent to resign their appointment effective from the date of conclusion of this meeting.

Following the conduct of a tender for the audit work, the Directors consider that PKF Chartered Accountants & Business Advisers offered the best proposal to audit the Company and therefore seeks to appoint PKF Chartered Accountants & Business Advisers as auditor of the Company. The nomination to the appointment of PKF Chartered Accountants & Advisers as auditor of the Company has been properly received from MAL Super Fund Pty Ltd as trustee for the MAL Superannuation Fund in accordance with section 328B of the Corporations Act 2001 (Cth) and a copy is attached as Annexure A to this Explanatory Statement. PKF Chartered Accountants & Business Advisers has consented to act as auditor of the Company if this resolution is passed and subject to Ernst & Young receiving the consent of the ASIC to its resignation.

If approval is received from Shareholders and the ASIC, PKF Chartered Accountants & Business Advisers will commence as auditor of the Company on the date and from the conclusion of this meeting.

3.2 Directors' Recommendation

All of the Directors recommend that PKF Chartered Accountants & Business Advisers be appointed the auditor of the Company as in the Director's view PKF Chartered Accountants & Business Advisers' tender was the most appropriate for the Company given the nature and scale of its business and activities.

4. ENQUIRIES

Shareholders are invited to contact the Company Secretary, Rowan Caren on (08) 9226 0085 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

"ASX" means ASX Limited;

"Board" means the board of Directors;

"Company" or "Clancy" means Clancy Exploration Limited ACN 105 578 756;

"Constitution" means the Company's Constitution;

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

"Directors" means the directors of the Company;

"Listing Rules" means the Listing Rules of ASX;

"Notice", "Notice of Meeting" or "Notice of Annual General Meeting" means the notice of meeting which accompanies this Explanatory Statement;

"Shareholders'" means the holders of the Shares;

"Shares" means fully paid ordinary shares in the Company; and

"WST" means Australian Western Standard Time.

PROXY FORM

APPOINTMENT OF PROXY

CLANCY EXPLORATION LIMITED ACN 105 578 756

ANNUAL GENERAL MEETING

I/We	______________________________________________________________________________________________
of (address)	______________________________________________________________________________________________
Appoint	being a Member of Clancy Exploration Limited entitled to attend and vote at the Annual General Meeting, hereby
Name of proxy	______________________________________________________________________________________________
of (address)	______________________________________________________________________________________________
	or failing the person so named or, if no person is named, the Chairman of the Annual General Meeting, to vote in accordance with thefollowing directions or, if no directions have been given, as the proxy sees fit at the Annual General Meeting to be held at 1st Floor, 57Havelock Street, West Perth WA 6005, Australia on Friday 30th May 2008 at 11.00am (WST) and at any adjournment thereof.
			FOR	AGAINST	ABSTAIN
	Resolution 1 Remuneration Report
	Resolution 2 Re-election of a Director (by rotation)
	Resolution 3 Change of Auditor
	If the Chairman of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy howto vote as your proxy, please place a mark in the box.
	If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes and your votes willnot be counted in calculating the required majority if a poll is called.
	The Chairman intends to vote in favour of all of the resolutions in relation to undirected proxies.
	YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DONOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY FORM MAY BE HELD INVALID.
	If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll andthat your shares are not to be counted in computing the required majority on a poll.
	If two proxies are being appointed, the proportion of voting rights this proxy represents is		%.
Signed this	day of	2008
By:
Individuals and joint holders		Companies (affix common seal if appropriate)
Signature	_________________________	Director		________________
Signature	_________________________	Director/Company Secretary		________________
Signature	_________________________	Sole Director and Sole Company Secretary		________________

CLANCY EXPLORATION LIMITED

ACN 105 578 756

Instructions for Completing Appointment of Proxy Form

• 1. A member entitled to attend and vote at a general 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. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
• 1. A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.
• 1. Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
  • 2 directors of the company;
  • 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.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons 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) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

• 1. Completion of a Proxy Form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.
• 1. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the original power of attorney, or certified copy thereof, must be lodged in like manner as this proxy.