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STRIKE ENERGY LIMITED AGM Information 2007

Oct 21, 2007

65876_rns_2007-10-21_51310792-f678-46b8-b4ba-0c95a63890c5.pdf

AGM Information

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ASX Announcement ASX Code: STX

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The Company Announcement Officer Australian Stock Exchange Ltd via electronic lodgement

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Date: 19 October 2007
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Strike Oil Limited ABN 59 078 012 745

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NOTICE OF ANNUAL GENERAL MEETING TO SHAREHOLDERS

Please find following the Notice of Annual General Meeting and sample Proxy Form sent to shareholders today.

Our Strengths

  • Producer/Explorer with strong cash flow

  • Track record of discoveries

Yours faithfully

  • Geographically diverse portfolio

  • Highly experienced team

TONY BRAZIER Company Secretary

  • Strong experienced partners

  • Innovative approach to E&P

Further information:

Strike Oil Limited

Simon Ashton - Managing Director T: 08 6464 0400 E: [email protected]

Strike Oil Limited Level 9, Wesfarmers House 40 The Esplanade Perth WA 6000 Tel: 08 6464 0400 www.strikeoil.com.au

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STRIKE OIL LIMITED

ABN 59 078 012 745

NOTICE OF ANNUAL GENERAL MEETING PROXY FORM

AND

EXPLANATORY MEMORANDUM

Date of Meeting 19 November 2007

Time of Meeting 2.00pm (WST)

Place of Meeting

The University Club of WA Hackett Drive Entrance 1, Car Park 3 Crawley 6009 Western Australia

Strike Oil Limited Level 9, Wesfarmers House 40 The Esplanade, Perth Western Australia

Phone: 08 6464 0400 Facsimile: 08 6464 0401 Email: [email protected]

STRIKE OIL LTD ABN 59 078 012 745

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (Meeting) of the members of Strike Oil Limited (Company) will be held at The University Club of WA, Hackett Drive, Entrance 1, Car Park 3, Crawley, Western Australia on 19 November 2007 at 2.00pm for the purpose of transacting the following business.

AGENDA

BUSINESS

An Explanatory Memorandum containing information in relation to each of the following resolutions accompanies this Notice.

FINANCIAL REPORT, DIRECTORS' REPORT AND AUDITOR'S REPORT

To receive and consider the Financial Report of the Economic Entity, together with the Directors' Report and the Auditor's Report, for the year ended 30 June 2007.

RESOLUTION 1 – REMUNERATION REPORT

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

That the Remuneration Report, which forms part of the Directors' Report for the year ended 30 June 2007, be adopted.

Note : The vote on this resolution is advisory only and is non-binding on the Directors or the Company.

RESOLUTION 2 – RE-ELECTION OF MR JIM DURRANT AS A DIRECTOR

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

That Mr Durrant, who retires by rotation in accordance with clause 13.2 of the Company's constitution and being eligible, offers himself for re-election, be elected as a Director of the Company.

RESOLUTION 3 – RE-ELECTION OF MR DAVID WRENCH AS A DIRECTOR

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

That Mr Wrench, who retires by rotation in accordance with clause 13.2 of the Company's constitution and being eligible, offers himself for re-election, be elected as a Director of the Company.

RESOLUTION 4 – RATIFICATION OF PREVIOUS PLACEMENT OF SHARES

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

That, for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for all other purposes, the past issue of 34,000,000 ordinary shares in the capital of the Company on 4 April 2007 at an issue price of $0.26 per share to the persons and on the terms set out in the Explanatory Statement accompanying the Notice of Meeting, be approved.

The Company will disregard any votes cast on this Resolution 4 by any person who participated in the issue and any of their associates. However, the Company will 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, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 5 – RATIFICATION OF PREVIOUS ISSUE OF UNLISTED OPTIONS ON 8 NOVEMBER 2007

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

That, for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for all other purposes, the issue on 8 November 2007 for no consideration of 1,000,000 unlisted options to acquire ordinary shares in the capital of the Company to the persons and on the terms set out in the Explanatory Statement accompanying this Notice of Meeting, be approved.

The Company will disregard any votes cast on this Resolution 5 by any person who participated in the issue and any of their associates. However, the Company will 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, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 6 – RATIFICATION OF PREVIOUS ISSUE OF UNLISTED OPTIONS ON 1 JUNE 2007

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

That, for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for all other purposes, the issue on 1 June 2007 for no consideration of 1,000,000 unlisted options to Mr John Traicos on the terms as set out in the Explanatory Statement accompanying this Notice of Meeting, be approved.

The Company will disregard any votes cast on this Resolution 6 by Mr Traicos and any of his associates. However, the Company will 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, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 7 – RATIFICATION OF PREVIOUS ISSUE OF UNLISTED OPTIONS ON 22 JUNE 2007

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

That, for the purpose of Listing Rule 7.4 of the ASX Listing Rules and for all other purposes, the issue on 22 June 2007 for no consideration of 50,000 unlisted options to Mr Troy Johnston on the terms and conditions as set out in the Explanatory Statement accompanying this Notice of Meeting, be approved.

The Company will disregard any votes cast on this Resolution 7 by Mr Johnston and any of his associates. However, the Company will 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, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 8 – APPROVAL OF THE STRIKE OIL LIMITED EMPLOYEE SHARE INCENTIVE OPTION PLAN

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

That, for the purposes of Listing Rule 7.2 (exception 9) of the ASX Listing Rules and for all other purposes, the Strike Oil Limited Employee Share Incentive Option Plan tabled at the Meeting (and signed by the Chairman of the Meeting for the purpose of identification), and the issue of securities under that plan, be approved.

The Company will disregard any votes cast on this resolution 8 by or on behalf of a Director or any person associated with that Director. However, 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, or it is cast by the person chairing the Meeting as a proxy for a person entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

By order of the Board of Directors

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Tony Brazier

Company Secretary

19 October 2007

NOTES

These notes form part of the Notice of Meeting.

ENTITLEMENT TO VOTE

The Directors have determined that, for the purpose of voting at the Meeting, members are those persons who are the registered holders of shares at 5.00pm (WST) on 17 November 2007.

HOW TO VOTE

You may vote by attending the Meeting in person, by proxy or authorised representative.

VOTING IN PERSON

To vote in person, attend the Meeting on the date and at the place set out in the Notice of Meeting.

APPOINTMENT OF PROXIES

A Shareholder entitled to attend and vote is entitled to appoint a proxy to attend and vote at the Meeting. A Shareholder entitled to cast two or more votes may appoint two proxies and may specify the proportion of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes.

A proxy may be, but need not be, a Shareholder and can be an individual or a body corporate.

A body corporate appointed as a proxy may appoint a representative to exercise any of the powers the body corporate may exercise as a proxy at the Meeting. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

VOTING BY PROXY

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

  • send the proxy form by fax to the Company on fax number (08) 6464 0401 (International: + 61 8 6464 0401); or

  • deliver or post the proxy form to the Company’s registered office at Level 9, Wesfarmers House, 40 The Esplanade, Perth 6000, or to the Company's share registry, Computershare Registry Services Pty Ltd, at Level 2, 45 St George's Terrace, Perth 6000

so that it is received not later than 2.00pm (WST) on 17 November 2007. Proxy forms received later than this time will be invalid.

ENQUIRIES

Shareholders are invited to contact the Company Secretary, Mr Tony Brazier, on (08) 6464 0400 if they have any queries in respect of the matters set out in this Notice or the Explanatory Statement.

YOUR PROXY FORM IS ENCLOSED.

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STRIKE OIL LIMITED ABN 59 078 012 745

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide shareholders with sufficient information to assess the merits of the resolutions contained in the accompanying Notice of Annual General Meeting ( Notice ) of Strike Oil Limited ABN 59 078 012 745 ( Company or Strike ).

The Directors of the Company ( Directors ) recommend shareholders read this Explanatory Memorandum in full before making any decision in relation to the resolutions.

The following information should be noted in respect of the various matters contained in the accompanying Notice.

Financial Report, Directors' Report and Auditor's Report

The first item of business is the receipt and consideration of the Economic Entity's Financial Report, Directors' Report and Auditor's Report for the year ended 30 June 2007.

Shareholders will be provided with a reasonable opportunity to ask questions or make comments on the reports and the management of the Company, but no formal resolution to adopt the reports will be put to shareholders.

The Company's auditor will be present at the meeting and shareholders will be given the opportunity to ask the auditor questions about the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the Company and the independence of the auditor.

Resolution 1 – Remuneration Report

The Board is submitting its remuneration report to shareholders for consideration and adoption by way of a non-binding resolution.

The remuneration report forms part of the Directors' report included in the 2007 annual report of the Company. The report:

  • explains the Board's policy for determining the nature and amount of remuneration of executive Directors and senior executives of the Company;

  • explains the relationship between the Board's remuneration policy and the Company's performance;

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  • sets out remuneration details for each Director and the most highly remunerated senior executives of the Company; and

  • details and explains any performance conditions applicable to the remuneration of executive Directors and senior executives of the Company.

A reasonable opportunity will be provided to shareholders for discussion of the Remuneration Report at the meeting.

The vote on the adoption of the remuneration report 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.

Resolution 2 – Re-Election of Mr Jim Durrant as a Director

In accordance with the Company's constitution, one third of directors (other than the Managing Director) must retire by rotation at each annual general meeting. Mr Durrant retires by rotation and, being eligible, offers himself for re-election.

Mr Durrant was appointed by the Board as a Director of the Company on 9 May 1997.

Mr Durrant graduated with a physics degree from the University of London in 1974. He worked as a geophysicist with various seismic acquisition and processing organisations gaining extensive international experience throughout Europe, Africa, the Middle East, the Persian Gulf and South East Asia. In 1980 he joined Delhi Petroleum as a Senior Geophysicist, working in the Cooper-Eromanga province. In 1985 he moved to WMC Limited’s petroleum division. During this period he worked on WMC Limited’s exploration and production assets in the Carnarvon Basin and the Timor Sea where he developed the Evans Shoals prospect, subsequently drilled by BHP Petroleum as a farm-in well and now considered a multi-TCF gas discovery. During this time he was appointed Chief Geophysicist, then Regional Exploration Manager.

In 1993 he left WMC and established Durrant & Associates, a petroleum exploration consultancy. The business worked on oil industry projects and counted many of Australia’s major energy companies amongst its clients. In 1997 he co-founded Strike with fellow executive Director Simon Ashton.

Mr Durrant held the office of National President of the Petroleum Exploration Society of Australia ( PESA ) in 1996 and 1997. He has been actively involved with the Society for many years and was awarded the PESA Meritorious Service Medal in 1998. He was a founding member of the Australian Petroleum Consultants Association, is a long time member of the American Association of Petroleum Geologists and has been a Council Member of the peak industry body, the Australian Petroleum Production and Exploration Association ( APPEA ) since 2001 and Chairman of the APPEA Fiscal Committee since 2004.

The Board of Directors, other than Mr Durrant, unanimously recommends that shareholders vote to approve resolution 2.

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Resolution 3 – Re-Election of Mr David Wrench as a Director

In accordance with the Company's constitution, one third of directors (other than the Managing Director) must retire by rotation at each annual general meeting. Mr Wrench retires by rotation and, being eligible, offers himself for re-election.

Mr Wrench was appointed by the Board as a Director of the Company on 29 October 1998.

Mr Wrench graduated with a Bachelor of Engineering (Mining) from the University of Sydney in 1987. He subsequently gained significant experience in precious metal, base metal and energy markets in Australia and North America. Until the end of 2004 Mr Wrench was directly involved with a number of private resource companies and project developments in his capacity as a director of the private equity arm of Macquarie Bank Limited.

Mr Wrench is currently the Managing Director of Eastern Nomad Buildings Pty Limited, a company specialising in the manufacture, hire and sale of portable and modular buildings.

Mr Wrench is currently chairman of the Company's audit committee.

The Board of Directors, other than Mr Wrench, unanimously recommends that shareholders vote to approve resolution 3.

Resolution 4 – Ratification of previous placement of Shares

On 4 April 2007 the Company announced it had completed a share placement of 34,000,000 ordinary shares in the capital of the Company ( Shares ) at an issue price of $0.26 per share which raised $8,840,000. All Shares were issued to sophisticated investors.

Shareholder ratification is sought pursuant to ASX Listing Rule 7.4 and for all other purposes to reinstate the Company’s capacity to issue up to 15% of its issued capital, if required, in the next 12 months without further shareholder approval. The effect of the ratification of the past issue of 34,000,000 Shares is that these Shares will not be counted as reducing the number of securities which the Company can issue in the future under the 15% limit (ie the 15% limit is "renewed" to the extent of the ratification).

ASX Listing Rule 7.5 requires that the following information be provided to shareholders:

  • (a) the total number of securities issued was 34,000,000 Shares;

  • (b) the issue price was $0.26 per Share;

  • (c) the Shares were issued on 13 April 2007;

  • (d) the Shares were ordinary fully paid shares issued on the same terms and conditions as the Company’s existing Shares on issue, and ranked equally in all respects with all other Shares on issue in the Company;

  • (e) the Shares were issued to sophisticated investors;

  • (f) the proceeds of $8.84 million from the placement were raised to fund the Company's ongoing US drilling programmes in onshore Gulf Coast, Texas, and Rocky Mountains, Colorado;

  • (g) no related parties of the Company participated in the placement; and

  • (h) the issue of the Shares was made within the Company’s capacity to issue securities without shareholder approval in accordance with ASX Listing Rule 7.1.

The appropriate voting exclusion statement appears as a note to the Notice of Annual General Meeting.

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The Board of Directors unanimously recommends that shareholders vote to approve resolution 4.

Resolution 5 – Ratification of previous issue of Unlisted Options

Resolution 5 seeks shareholders’ approval to ratify the prior issue of 1,000,000 unlisted options to acquire Shares ( Options ) to the persons and on the terms set out below.

Shareholder ratification is sought pursuant to ASX Listing Rule 7.4 and for all other purposes to reinstate the Company’s capacity to issue up to 15% of its issued capital, if required, in the next 12 months without further shareholder approval. The effect of the ratification of the prior issue of 1,000,000 Options is that these Options will not be counted as reducing the number of securities which the Company can issue in the future under the 15% limit (ie the 15% limit is "renewed" to the extent of the ratification).

The Company announced on 8 November 2006 that it had issued a total of 1,000,000 Options to ten employees and one consultant. The Options were issued in recognition of efforts made towards the operation and performance of the Company for the year ended 30 June 2006.

In accordance with ASX Listing Rule 7.5, details of the Options are set out below.

(a) The Options were issued to the persons set out below.

Recipient Employment
Status
Number of
Options
Exercise Price per
Option
Expiry Date
T Brazier Employee 130,000 $0.40 9/11/2009
M Brincat Employee 130,000 $0.40 9/11/2009
TCove Employee 20,000 $0.40 9/11/2009
P Laidlaw Employee 20,000 $0.40 9/11/2009
V McCruden Employee 50,000 $0.40 9/11/2009
D Poynton Employee 200,000 $0.40 9/11/2009
G Simon Employee 130,000 $0.40 9/11/2009
MStergiou Employee 50,000 $0.40 9/11/2009
LSullivan Employee 20,000 $0.40 9/11/2009
G Swaby Consultant 50,000 $0.40 9/11/2009
R Weeden Employee 200,000 $0.40 9/11/2009
Total 1,000,000
  • (b) The Options have the following vesting conditions:

  • 50% of each parcel of Options becomes exercisable one year after the date of grant; and

  • the balance is exercisable two years after the date of grant.

  • (c) No Options have been issued to any Director of the Company.

  • (d) The Options were issued for no consideration on 8 November 2006.

  • (e) Any Shares issued pursuant to the exercise of the Options will rank equally with the existing ordinary shares on issue.

  • (f) The Options are not quoted.

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  • (g) The Options were issued on the terms set out in Annexure A to this Explanatory Memorandum.

  • (f) No related parties participated in the Option issue.

  • (g) The issue of the Options was made within the Company’s capacity to issue securities without shareholder approval pursuant to ASX Listing Rule 7.1.

The appropriate voting exclusion statement appears as a note to the Notice of Annual General Meeting.

The Board of Directors unanimously recommends that shareholders vote to approve Resolution 5.

Resolution 6 – Ratification of previous Issue of unlisted Options

Resolution 6 seeks shareholders’ approval to ratify the issue of 1,000,000 Options to Mr John Traicos, an employee of the Company. The Company announced on 1 June 2007 that it had issued a total of 1,000,000 Options to Mr Traicos, exercisable at $0.40 per Option and expiring on 1 June 2010. The Directors consider that this is an appropriate means of incentivising Mr Traicos in light of his skills and experience and his existing remuneration package.

As set out in the commentary for Resolution 5, the effect of the shareholder approval of this resolution is that the Options will not be counted as reducing the number of securities which the Company can issue in the future for the purposes of the 15% limit imposed by ASX Listing Rule 7.1.

In accordance with ASX Listing Rule 7.5, details of the Options are set out below.

  • (a) The Options have the following vesting conditions:

  • 50% of the Options become exercisable one year after the date of grant; and

  • the balance is exercisable two years after the date of grant.

  • (b) Mr Traicos is not a Director of the Company.

  • (c) The Options were issued for no consideration on 1 June 2007.

  • (d) Any Shares issued pursuant to the exercise of the Options will rank equally with the existing Shares on issue.

  • (e) The Options are not quoted.

  • (f) The Options were issued on the terms set out in Annexure A to this Explanatory Memorandum.

  • (g) No related parties participated in the Option issue.

  • (h) The issue of the Options was made within the Company’s capacity to issue securities without shareholder approval pursuant to ASX Listing Rule 7.1.

The appropriate voting exclusion statement appears as a note to the Notice of Annual General Meeting.

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The Board of Directors unanimously recommends that shareholders vote to approve Resolution 6.

Resolution 7 – Ratification of previous Issue of unlisted Options

Resolution 7 seeks shareholders’ approval to ratify the issue of 50,000 Options to Mr Troy Johnston, an employee of the Company. The Company announced on 22 June 2007 that it had issued 50,000 Options to Mr Johnston, exercisable at $0.40 per Option and expiring on 1 June 2010. The Directors consider that this is an appropriate means of incentivising Mr Johnston in light of his skills and experience and his existing remuneration package.

As set out in the commentary for Resolution 5, the effect of the shareholder approval of this resolution is that the Options will not be counted as reducing the number of securities which the Company can issue in the future for the purposes of the 15% limit imposed by ASX Listing Rule 7.1.

  • (a) The Options have the following vesting conditions:

  • 50% of the Options become exercisable one year after the date of grant; and

  • the balance is exercisable two years after the date of grant.

  • (b)

  • Mr Johnston is not a Director of the Company.

  • (c)

  • The Options were issued for no consideration on 1 June 2007.

  • (d) Any Shares issued pursuant to the exercise of the Options will rank equally with the existing Shares on issue.

  • (e)

  • The Options are not quoted.

  • (f) The Options were issued on the terms set out in Annexure A to this Explanatory Memorandum.

  • (g) No related parties participated in the Option issue.

  • (h) The issue of the Options was made within the Company’s capacity to issue securities without shareholder approval pursuant to ASX Listing Rule 7.1.

The appropriate voting exclusion statement appears as a note to the Notice of Annual General Meeting.

The Board of Directors unanimously recommends that shareholders vote to approve Resolution 7.

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Resolution 8 – Approval of the Strike Oil Limited Employee Share Incentive Option Plan

As the Company continues to expand its operations in Australia and USA it will need to be able to recruit high quality personnel. In a particularly tight job market it is important when recruiting to be able to offer as attractive a remuneration package as possible to potential candidates in order to attract them to the Company. An advantage which a company such as Strike can offer is participation in the equity of the Company through the issue, for no consideration, of Options to acquire Shares. In addition the Board of Directors wishes to provide an incentive to existing employees to provide ongoing dedication and commitment to the Company and its various operations.

Resolution 8 seeks shareholder approval for the purposes of ASX Listing Rule 7.2 (exception 9) and for all other purposes, for the Strike Oil Limited Employee Share Option Plan 2007 ( Plan ) and the issue of securities under that Plan. If shareholder approval for Resolution 8 is obtained, all Options issued by the Company under the Plan will be excluded from the 15% limit imposed by ASX Listing Rule 7.1 for a period of 3 years from the date of the approval.

A summary of the terms of the Plan is set out in Annexure B to this Explanatory Statement.

The Plan has not previously been approved by shareholders.

Although the Plan extends to all employees of the Company (including Directors), Resolution 8 does not authorise an issue of Options to Directors. No Option will be issued to Directors without a separate, specific shareholder approval for such an issue in accordance with ASX Listing Rule 10.14.

The Company announced on 16 October 2007 that it proposed to offer 2,700,000 Options at an exercise price of $0.30 per Option to employees under the Plan, subject to shareholders approving the Plan pursuant to this resolution. If shareholders approve resolution 8, the Options will be offered to those employees after the Meeting in accordance with the Plan.

The appropriate voting exclusion statement appears as a note to the Notice of Annual General Meeting.

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ANNEXURE A TERMS OF OPTIONS REFERRED TO IN RESOLUTIONS 5, 6 AND 7

  • (i) Each Option shall be issued free for no consideration;

  • (ii) Each Option entitles the holder to subscribe for one ordinary Share upon the payment of the amount specified in the Notice;

  • (iii) The Options may only be exercised on satisfaction of its applicable vesting conditions save that this condition is waived so that full vesting occurs in the event of a takeover of the Company or the death or incapacity of the Option holder;

  • (iv) The Options will lapse at 5.00pm (WST) on their applicable expiry date;

  • (v) The Options will not be listed for official quotation on ASX;

  • (vi) The Options shall not be transferred or assigned by an Option holder except that the Option holder may at any time transfer all or any of the Options to a spouse, family trust, or to a proprietary limited company, all of the issued shares in which are beneficially owned by the Option holder or the spouse of the Option holder;

  • (vii) There are no participating rights or entitlements inherent in these Options and holders of the Options will not be entitled to participate in new issues of capital that may be offered to shareholders during the currency of the Option;

  • (viii) Option holders have the right to exercise their Options prior to the date of determining entitlements to any capital issues to then existing shareholders of the Company made during the currency of the Options, and will be granted a period of at least nine business days before the closing date of the entitlement determination to exercise the Options;

  • (ix) In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the Options will be reorganised as required by the ASX Listing Rules, but in all other respects the terms of exercise will remain unchanged;

  • (x) The Options shall be exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the Option holder to exercise all or a specified number of Options held by them accompanied by an Option certificate and a cheque made payable to the Company for the subscription monies for the Shares. An exercise of only some Options shall not affect the rights of the Option holder to the balance of the Options held by them;

  • (xi) The Company shall allot the resultant Shares and deliver a statement of shareholdings with a holders’ identification number within ten business days of the exercise of the Options;

  • (xii) Shares allotted pursuant to an exercise of Options shall rank, from the date of allotment, equally with the existing ordinary Shares of the Company in all respects;

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  • (xiii) the Company shall make an application to have those Shares allotted pursuant to an exercise of Options listed for official quotation by the Australian Securities Exchange Limited;

  • (xiv) all non-vested Options will lapse upon the holder ceasing to be an employee of the Company; and

  • (xv) if there is a pro rata issue (except bonus issue) to the holders of the underlying securities, the exercise price of the Options may be reduced according to the formula set out in ASX Listing Rule 6.22.

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ANNEXURE B

TERMS OF STRIKE OIL LIMITED EMPLOYEE SHARE INCENTIVE OPTION PLAN

  1. The Plan will be managed and administered by the Board. The Board may terminate the Plan, or suspend its operation, for any period at any time.

  2. In basic terms (and subject to certain exceptions, including offers of securities made under a disclosure document or without disclosure in accordance with section 708 Corporations Act 2001 ( Corporations Act )), the total number of Shares the subject of Options issued under the Plan immediately following an issue of Options under the Plan must not exceed 5% of the then issued share capital of the Company on a fully diluted basis.

  3. In its discretion, the Board may offer Options to any eligible person (who is a Director or employee of the Company or an associated body corporate). Each offer must state (among other things)

  4. the number of Options offered and the minimum number of Options which may be accepted;

  5. the exercise conditions (if any) to apply to the Options offered;

  6. the period during which the Options may be exercised and their expiry date (which must not be longer than 5 years from the issue date); and

  7. the exercise price for each Option, or the method of calculation of the exercise price.

  8. The exercise price of an Option will be determined by the Board with regard to the market value of the Shares (calculated on the basis of a 5 day volume weighted average price) when the Board resolves to offer the Option, provided that the exercise price of an Option must not be less than the market value of the Shares when the Board resolves to offer the Option.

  9. An employee may nominate another person or entity to be the holder of Options offered to him or her, but the Board has the absolute discretion not to permit the nominee to be the holder of Options. An employee must ensure that any nominee permitted by the Board to hold Options for the employee complies with the Rules.

  10. No consideration is payable for the grant of an Option, unless the Board decides otherwise.

  11. The Options will not be quoted on ASX.

  12. The Options are not transferable (except if an employee holding Options under the Plan dies).

  13. The Company must apply to ASX and use its best endeavours to obtain quotation of the Shares to be issued on exercise of the Options.

  14. All Options may be exercised during a bid period (defined in accordance with the Corporations Act), after a change of control of the Company has occurred, or after a court has ordered a meeting to be held concerning a proposed compromise or arrangement of the Company under section 411 Corporations Act.

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  1. The Options are exercisable by notice in writing to the Company accompanied by payment of the exercise price and the certificate for the Options.

  2. All Shares issued on the exercise of the Options will rank equally in all respects with the Company's then existing fully paid ordinary Shares.

  3. Option holders are not entitled to participate in any new issue of securities to existing holders of Shares. The Company must give Options holders prior notice of new issues before the applicable record date, in accordance with the ASX Listing Rules.

  4. If there is a bonus issue to the holders of Shares and an Option is not exercised before the record date for the bonus issue, the number of Shares over which an Option is exercisable will be increased by the number of Shares the Option holder would have received if the Option had been exercised before the record date.

  5. If there is a pro rata issue to the holders of Share or reorganisation of the capital of the Company, the exercise price of an Option or (if applicable) the rights of the Option holder will be changed to the extent necessary to comply with the ASX Listing Rules.

  6. The Board may, subject to the ASX Listing Rules, alter, delete or add to the rules of the Plan at any time.

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TO LODGE A PROXY FORM:

Computershare Investor Services Pty Limited GPO Box D182 Perth Western Australia 6840 Australia Facsimile 61 8 9323 2033

FOR ALL ENQUIRIES CALL:

(within Australia) 1300 557 010 (outside Australia) 61 3 9415 4000

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

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECEIVED BY 2:00PM (WST) ON SATURDAY 17 NOVEMBER 2007

YOUR ANNUAL REPORT IS AVAILABLE ONLINE, SIMPLY VISIT: http://strikeoil.com.au/documents/2007%20Annual%20Report%20(2).pdf

Access your annual report

HOW TO COMPLETE THIS PROXY FORM Please read these notes prior to completion of the voting form.

VOTES ON ITEMS OF BUSINESS

SIGNING INSTRUCTIONS

Voting 100% of your holding. 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. If you do not mark any of the boxes on a given item, your proxy 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.

Voting a portion of your holding. You may 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 sum of the votes cast on each item or the percentages for and against an item must not exceed your voting entitlement or 100%.

A proxy need not be a securityholder of the Company.

APPOINTMENT OF 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 proportion or number of votes each proxy may exercise, otherwise each proxy may exercise half of the votes. Fractions of votes will be disregarded. A separate Proxy Form should be used for each proxy. You can obtain additional forms by telephoning the company’s share registry or you may copy this form. If you lodge two proxies please lodge both forms together.

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 securityholders should sign.

Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certifi ed 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 indicate the offi ce held by signing in the appropriate place.

If a representative of a corporate securityholder or proxy is to attend the meeting the appropriate “Certifi cate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certifi cate may be obtained by telephoning the company’s share registry or at www.computershare.com.

LODGEMENT OF A PROXY FORM. This form (and any Power of Attorney under which it is signed) must be received at an address given above or in the Notice of Annual General Meeting accompanying this form no later than 48 hours before the commencement of the meeting at 2:00PM (WST), Monday 19 November 2007. Any Proxy Form received after that time will not be valid for the scheduled meeting.

053800_

PROXY FORM

PLEASE MARK TO INDICATE YOUR DIRECTIONS

APPOINT A PROXY TO VOTE ON YOUR BEHALF

I/We being a member/s of Strike Oil Limited hereby appoint

the Chairman

of the Meeting[OR]

Please 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 fi t) at the Annual General Meeting of Strike Oil Limited to be held at The University Club of Western Australia, Hackett Drive, Entrance 1, Car Park 3, Crawley, 6009, Western Australia on Monday 19 November 2007 at 2:00PM (WST) and at any adjournment of that meeting.

IMPORTANT FOR RESOLUTIONS 4 TO 8 BELOW If the Chairman of the Meeting is to be your proxy, or may be appointed by default, and you have not directed your proxy how to vote on Resolutions 4 to 8 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of those Resolutions and that votes cast by him, other than as proxy holder, would 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 of the Meeting will not cast your votes on Resolutions 4 to 8 and your votes will not be counted in computing the required majority if a poll is called on these Resolutions. The Chairman of the Meeting intends to vote undirected proxies in favour of each of these Resolutions.

ITEMS OF BUSINESS

PLEASE NOTE: 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 counted in computing the required majority on a poll.

ORDINARY ORDINARY BUSINESS For Against Against Abstain! Abstain! Abstain!
Financial Report
Resolution 1 Remuneration Report
Resolution 2 Re-election of Mr Jim Durrant as a Director
Resolution 3 Re-election of Mr David Wrench as a Director
Resolution 4 Ratif cation of previous placement of Shares
Resolution 5 Ratif cation of previous issue of unlisted options on 8 November 2006
Resolution 6 Ratif cation of previous issue of unlisted options on 1 June 2007
Resolution 7 Ratif cation of previous issue of unlisted options on 22 June 2007
Resolution 8 Approval of the Strike Oil Limited Employee Share Incentive Option Plan

In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

SIGNATURE OF SECURITYHOLDER(S) This section must be completed.

Individual or Securityholder 1

Sole Director and Sole Company Secretary

Securityholder 2

Director

Securityholder 3 Director/Company Secretary

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I 123456789 IND

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

Change of name and/or address. If your name and/or address is incorrect, please mark this box and make the correction on this form. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

S T X

2 9 P R