Notice of AGM

ACn 084 918 481

TIME: 9.30am

DATE: 11 November 2014

PLACE: The Celtic Club, 48 Ord Street, West Perth, WA 6005

Business of the Meeting (setting out the proposed resolutions) 3

Explanatory Statement (explaining the proposed resolutions) 5

Glossary 17

Schedule 1 19

Notice is given that the Meeting will be held at 9.30 am on Tuesday 11 November 2014 at:

The Celtic Club

48 Ord Street

WEST PERTH WA 6005

The business of the Meeting affects your shareholding and your vote is important.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4.00 pm (WST) (7.00 pm Sydney time) on 9 November 2014.

To vote in person, attend the Meeting at the time, date and place set out above.

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

· the proxy need not be a Shareholderof the Company; and

· a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware of that changes to the Corporations Act made in 2011 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.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act 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 (i.e. as directed); and

· if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

· 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 (i.e. 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 (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act 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; and

· the appointed proxy is not the chair of the meeting; and

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

· either of the following applies:

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

o 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.

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2014 together with the declaration of the directors, the director's report, the Remuneration Report and the auditor's report.

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

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2014."

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

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either 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 (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

(b) the voter is the Chair and the appointment of the Chair as proxy:

(i) does not specify the way the proxy is to vote on this Resolution; and

(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

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

"That, for the purpose of clause 13.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Baltabek Kuandykov, a Director, retires by rotation, and being eligible, is re-elected as a Director."

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

"That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. 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 proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the amendments to the terms and conditions of the Convertible Notes as set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. 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 proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

BY ORDER OF THE BOARD

Scott mison

Director and Company Secretary

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2014 together with the declaration of the directors, the directors' report, the Remuneration Report and the auditor's report.

The Company will not provide a hard copy of the Company's annual financial report to Shareholders unless specifically requested to do so. The Company's annual financial report is available on its website at www.jupiterenergy.com

2.1 General

The Corporations Act requires that at a listed company's annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company's remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors' report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

Under changes to the Corporations Actwhich came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company's annual financial report for the most recent financial year was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

At the Company's previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

2.4 Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy

You must direct your proxy how to vote on this Resolution. Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member).

You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel.

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third AGM following the director's appointment or 3 year, whichever is the longer.

Clause 13.2 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election.

In determining the number of Directors to retire, no account is to be taken of:

(a) a Director who only holds office until the next annual general meeting pursuant to clause 13.4 of the Constitution; and/ or

(b) a Managing Director,

each of whom are exempt from retirement by rotation.

The Company currently has 4 Directors and accordingly 1 must retire.

Mr Baltabek Kuandykov, the Director longest in office since his last election, retires by rotation and seeks re-election.

4.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital (10% Placement Capacity).

The Company is an Eligible Entity.

If Shareholders approve Resolution 3, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in Section 4.2 below).

The effect of Resolution 3 will be to allow the Company to issue Equity Securities up to 10% of the Company's fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company's 15% annual placement capacity granted under Listing Rule 7.1.

Resolution 3 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 3 for it to be passed.

4.2 ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity's 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

(a) is not included in the S&P/ASX 300 Index; and

(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $61,351,077.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has three classes of Equity Securities on issue, being:

(a) Shares (ASX Code: JPR, AIM code: JPRL, KASE code: AU_JPRL);

(b) Convertible Notes; and

(c) Performance Rights.

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

Where:

A is the number of Shares on issue 12 months before the date of issue or agreement:

D is 10%.

E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

4.3 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 3:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or

(ii) if the Equity Securities are not issued within 5 ASX trading days of the date in Section (a)(i) above, the date on which the Equity Securities are issued.

(b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 3 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A.2, on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

*The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. The current shares on issue are the Shares on issue as at 22 September 2014.

2. No Convertible Notes or Performance Rights are converted into Shares.

3. The issue price set out above is the closing price of the Shares on the ASX on 22 September 2014.

4. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

5. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

6. The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

7. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

8. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

9. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

10. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder's holding at the date of the Meeting.

Shareholders should note that there is a risk that:

(d) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

(e) Allocation under the 10% Placement Capacity

The Company's allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s).

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

(f) Previous Approval under ASX Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at the Company's annual general meeting held on 7 November 2013 (Previous Approval).

Set out in the table below is the total number of Equity Securities issued in the 12 months preceding the date of the Meeting (on and from 7 November 2013) and the percent they represent of the total number of Equity Securities on issue at the commencement of that 12 month period.

In the 12 months preceding the date of this Meeting, the Company has not issued any Equity Securities under the Previous Approval. During the 12 month period preceding the date of the Meeting, being on and from 7 November 2013, the Company otherwise issued a total of 1,074,999 Performance Rights which represents approximately 0.62% of the total diluted number of Equity Securities on issue in the Company on 7 November 2013, which was 172,977,694.

In the 12 months preceding the date of the Meeting, the Company has issued the following:

1. In respect of unquoted Equity Securities the value of Performance Rights is measured using Monte Carlo simulation option pricing model. Measurement inputs include the Share price on the measurement date, the exercise price, the term of the Performance Right, the impact of dilution, the expected volatility of the underlying Share (based on weighted average historic volatility adjusted for changes expected due to publicly available information), the expected dividend yield and the risk free interest rate for the term of the Performance Right. No account is taken of any performance conditions included in the terms of the Performance Right other than market based performance conditions (i.e. conditions linked to the price of Shares).

(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it must give to ASX:

4.4 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 7.

5.1 General

As at the date of the Notice, the Company has on issue 12,400,000 Convertible Notes. On 18 June 2013, the Company issued 7,200,000 Convertible Notes at a face value of $US1.25 per Note, expiring on 31 May 2016, to raise $9,000,000 (before costs) (Series A Convertible Notes). A further 5,200,000 Convertible Notes were issued on 27 September 2013 raising $6,500,000 (before costs). The Convertible Notes have a face value of $US1.25 per Note and expire on 20 September 2016 (Series B Convertible Notes). The Series A Convertible Notes have now been converted to Series B Convertible Notes, meaning that all 12,400,000 Convertible Notes have a face value of $US1.25 and expire on 20 September 2016.

The announcements made on 31 May 2013 and 23 September 2013 in relation to the issue of the Convertible Notes stated that a maximum number of Shares of 7,200,000 and 5,200,000 respectively would be issued upon conversion of the Convertible Notes. The terms of the Convertible Notes have changed since this announcement, allowing for the Company to issue a higher number of Shares upon conversion.

A maximum of 12,400,000 Shares may be issued upon conversion of the Convertible Notes at an issue price of $US1.25. In the event that the Company completes a capital raising the terms of the Convertible Notes provide that the issue price of the Convertible Notes may be varied, subject to the satisfaction of a number of conditions precedent. Details of these conditions are set out in Schedule 1 paragraph (t)(iv) of the Explanatory Statement. If these conditions are satisfied, the conversion price will be varied from $US1.25 to the issue price of Shares under the completed capital raising (New Price). The number of Shares issued upon conversion of each Convertible Note will then increase from a conversion ratio of 1:1 in accordance with the formula below:

For example, in the event that the conversion price decreased from $US1.25 to $US0.625, the Company would issue 2 Shares for every 1 Convertible Note.

The Company is now seeking shareholder approval for the amendment of terms of the Convertible Notes.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. Under Resolution 4, Shareholders are being asked to approve the amendments to the Convertible Notes as set out in Schedule 1. Once approved, there will be no need for shareholder approval to be obtained under ASX Listing Rule 7.1 for the issue of Shares upon conversion of the Convertible Notes at a conversion price of either $US1.25 or the New Price.

5.2 Capital Structure and Dilution

The following information is provided to Shareholders to assist them in considering Resolution 4:

(a) Capital Structure

As at the date of the Notice, the Company has on issue:

(b) Market Price of Shares

The lowest and highest market prices of Shares on the ASX during the 12 months preceding the Notice and the respective dates of those sales were:

(c) Dilution

The following table provides possible examples of the capital structure of the Company if all of the Convertible Notes were to be converted at prices ranging from $0.625 to $1.875.

5.3 Consequences if Resolution 4 is not approved

If Shareholders do not approve Resolution 4, there will be no change to the existing terms and conditions of the Convertible Notes. The conversion price of the Notes will remain at $1.25 without the flexibility to allow for Noteholders to convert at the New Price. The maximum number of Shares that may be issued upon conversion of the Convertible Notes will remain at 12,400,000 Shares.

5.4 Technical information required by ASX Listing Rule 7.1

If Resolution 4 becomes effective, it will not result in the issue of additional Convertible Notes. However, pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the previous issue of the Convertible Notes:

(a) 12,400,000 Convertible Notes were issued, which can be converted to a maximum of 12,400,000 Shares at an issue price of $1.25, or varied in accordance with the formula set out at section 5.1;

(b) the face value of each Convertible Note is $US1.25 and their maturity date is 20 September 2016;

(c) the terms of the Notes are summarised at SCHEDULE 1;

(d) the Shares that will be issued on conversion of the Convertible Notes are all fully paid ordinary shares in the capital of the Company which will be issued on the same terms and conditions as the Company's existing Shares;

(e) the Notes were issued to the following parties, none of whom are related parties of the Company for the purpose of the Corporation Act but Waterford Petroleum Limited ("Waterford") is a Related Party as defined in the AIM Rules, as it holds in excess of 20% of the issued share capital of the Company:

(f) the funds raised from the two issues have been used for the following purposes:

Since one of the Directors, Mr Alastair Beardsall is the Board nominee of Waterford, he is excluded from voting on this resolution and did not take part in the Directors' decision to issue the Convertible Notes to Waterford. In light of the quantum of the shareholding of Waterford (29.5%) in the Company, Waterford is deemed to be a Related Party for the purposes of the AIM Rules. At the time of issuing the Convertible Notes, the Directors of the Company (excluding Alastair Beardsall) considered, having consulted with finnCap, the Company's nominated adviser, that the terms of the issue of the Convertible Notes were fair and reasonable insofar as the Company's shareholders were concerned. Waterford is not a related party of the Company for the purpose of the Corporations Act.

$ means Australian dollars.

10% Placement Capacity has the meaning given in section 4.1 of the Explanatory Statement.

AIM means the Alternative Investment Market operated by the London Stock Exchange

AIM Rulesmeans the AIM Rules for Companies (as amended from time to time).

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Daymeans Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Companymeans Jupiter Energy Limited (ACN 084 918 481).

Constitutionmeans the Company's constitution.

Convertible Note or Note means a convertible note issued by the Company on the terms set out in Schedule 1.

Corporations Act means the Corporations Act 2001 (Cth).

Directorsmeans the current directors of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting:

(a) is not included in the S&P/ASX 300 Index; and

(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security. 

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Noteholder means a holder of one or more Notes.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Proxy Form means the proxy form accompanying the Notice.

Related Body Corporate has the meaning given to that term in the Corporations Act.

Related Party has the meaning given to that term in the AIM Rules.

Remuneration Report means the remuneration report set out in the Director's report section of the Company's annual financial report for the year ended 30 June 2014.

Resolutionsmeans the resolutions set out in the Notice, or any one of them, as the context requires.

Sectionmeans a section of the Explanatory Statement unless otherwise specified.

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

Shareholdermeans a holder of a Share.

Variable A means "A" as set out in the calculation in section 4.2of the Explanatory Statement.

WST means Western Standard Time as observed in Perth, Western Australia.

Each holder of the Convertible Notes (Holder) has entered into a convertible note deed with the Company, setting out the terms and conditions of the Convertible Notes. A summary of the key terms of the Convertible Notes is set out below.

(a) Face Value

The Convertible Notes have a face value of $US1.25 each.

(b) Maturity Date

The maturity date of the Convertible Notes is 3 years from the date of issue or such other date agreed between the Company and the Holder.

(c) Unsecured

The Convertible Notes are unsecured and the Holder ranks equally with all other unsecured creditors of the Company, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application.

(d) Unquoted

The Company will not apply for quotation of the Convertible Notes on the ASX or AIM.

(e) Interest

Interest will be payable on the Convertible Notes at the rate of 12% per annum, payable quarterly in arrears.

(f) Accrual of Interest

Interest will accrue from the date of issue of the Convertible Note until the earlier of:

(i) maturity;

(ii) redemption; or

(iii) conversion.

(g) Voting Rights

The Convertible Notes do not provide any voting rights at shareholder meetings of the Company.

(h) Dividends

The Convertible Notes do not provide any rights for the Holder to participate in dividends of the Company.

(i) Transferability

The Holder shall be permitted to transfer all or any part of the Convertible Notes on the condition that the Holder procures that the assignee of the Convertible Notes agrees to be bound by the terms and conditions of the Convertible Note Deed and provided that transfer does not, in the reasonable opinion of the Company, breach the Corporations Act, ASX Listing Rules, the AIM Rules or any other law.

(j) Conversion

One Convertible Note converts to one Share, subject to variation of the terms of the Convertible Notes in accordance with paragraph (t). The Holder may convert the Convertible Notes at any time (subject to compliance with applicable laws, the ASX Listing Rules, ASX Settlement Operating Rules and the rules of AIM), with a minimum amount of Convertible Notes bearing the aggregate issue price of US$1,000,000 for each separate conversion of Convertible Notes.

(k) Conversion on Maturity

The Convertible Notes will be redeemed on maturity if not converted by the Holder or redeemed earlier.

(l) Redemption by the Company

The Convertible Notes may be redeemed at any time by the Company, with a minimum 12 months' interest payable if the Convertible Notes are redeemed within the first 12 months of the term of the Convertible Notes.

(m) Other Redemption

The Convertible Notes may be redeemed on the occurrence of usual events of default contained in the Convertible Note Deed (including default in payment under the Convertible Note terms, material breach of the Convertible Note terms, on winding up of the Company and on liquidation of the Company, among other events of default) or a change in control of the Company. A minimum 12 months' interest payable if the Convertible Notes are redeemed within the first 12 months of the term of the Convertible Notes.

(n) Customary events of default and warranties

The Convertible Notes and the Convertible Note Deed are subject to customary events of default and warranties provided by the Company.

(o) Shares issued on Conversion

The Shares to be allotted on conversion will be ordinary fully paid shares with the same terms and conditions as those currently on issue and application will be made to AIM and ASX for the official quotation of those Shares.

(p) Participation in new issues

There are no participation rights or entitlements inherent in the Convertible Notes and the Holder is not entitled to participate in new issues of capital offered to Shareholders during the currency of the Convertible Notes.

(q) Reconstruction of Capital

Subject to compliance with the ASX Listing Rules (if applicable) and applicable Australian and foreign laws (including those applying in Kazakhstan to the extent the Company or its Related Bodies Corporate are affected by those laws, as determined by the Company in its sole discretion), in the event of a reconstruction of the capital of the Company prior to the conversion or redemption of the relevant Convertible Notes by way of consolidation, subdivision, reduction, return or scheme of arrangement (but other than by way of a bonus issue, rights issue or other security issue), a proportionate adjustment will be made to the number and or alternatively the issue price of Shares to which the Holder is entitled upon conversion of the relevant Convertible Notes so that:

The terms of the Convertible Notes from time to time must be varied to the extent necessary to comply with the ASX Listing Rules or AIM Rules (if applicable) applying to a reorganisation of capital at the time of the reorganisation.

(r) Bonus Issue

In the event of a bonus issue, a further right will attach to each Note entitling the Holder to receive upon the conversion of each Convertible Note an allotment of such additional number of Shares and/or the issue of other securities as it would have been entitled to had it converted the Convertible Note immediately before the date on which entitlements are ascertained for the holders of Shares to participate in any pro rata bonus issue of Shares or other securities by way of capitalisation of profits or otherwise.

(s) Variations to Notes

No modification or alteration of the terms of the Convertible Notes deeds shall be binding unless the Company and 75% of all noteholders of the Company agree in writing.

(t) Variation of Terms

(i) Proposed variation

Subject to the satisfaction (or waiver at the Company's sole discretion) of all the conditions precent set out below in (t)(iv) prior to the earlier of the Conversion Date, Redemption Date and Maturity Date for any or all of the Convertible Notes (Deadline), the terms of the Convertible Notes pursuant to this Deed may be varied, at the absolute discretion of the Noteholder, in accordance with (t)(ii) and (t)(iii).The Noteholder consents to the same variation as set out in (t) being made to all other convertible notes issued by the Company as at the date of this Deed, if desired by the Company, at the Company's sole discretion.

(ii) Conversion Price

From the date on which the conditions precedent in (t)(iv) are all satisfied (or waived by the Company at its sole discretion), provided that occurs by the Deadline, the Issue Price for the Convertible Notes will be varied from $US1.25 per Share to the New Price as defined in (t)(iv).

(iii) Settlement of interest

From the date on which the conditions precedent in (t)(iv) are all satisfied (or waived by the Company at its sole discretion), provided that occurs by the Deadline, the Noteholder will have the option to, subject to compliance with all applicable laws, the ASX Listing Rules, the ASX Settlement Operating Rules, the AIM Rules and applicable rules of the KASE, take payment of part or all of the interest payable by the Company in either cash or in Shares, which option may only be exercised by the earlier of the Conversion Date, Redemption Date and Maturity Date. The issue price per Share used in converting the interest into Shares will be the Issue Price or New Price, whichever is the lower. The Noteholder's option may only be exercised by written notice from the Noteholder to the Company no later than the earlier of the Conversion Date, Redemption Date and Maturity Date, failing which the Company may determine, at its sole discretion, whether the interest will be paid to the Noteholder in cash or in Shares, or a combination of both (and the Company is authorised by the Noteholder to act as the Noteholder's attorney to apply for such Shares on the Noteholder's behalf). The payment by the Company to the Noteholder or issue of Shares (or a combination of both) under this (t)(iii) operates in satisfaction of the Company's obligation to the Noteholder in respect of the interest payable.

(iv) Conditions Precedent to variation

The variation of terms of the Convertible Notes outlined in (t)(ii) and (t)(iii) is and will remain subject to the satisfaction (or waiver at the Company's sole discretion) of all of the following conditions precedent (which are solely for the benefit of the Company):

· The necessary approvals to issue Convertible Notes at an issue price of less than $US1.25 per Share (New Price) having been received by the Company from the relevant Kazakh authorities.

· The Company having elected to raise funds by the issue of Shares prior to the earlier of the Conversion Date, Redemption Date and Maturity Date for any or all of the Convertible Notes, at an issue price at the New Price.

· The Company having received Shareholders' approval to vary the terms of the Convertible Notes and complied with all legal and regulatory requirements.

· The Company being satisfied, in its sole discretion, that the variations proposed to the terms of the Convertible Notes outlined in (t)(ii) and (t)(iii) comply with and do not breach all applicable laws, the ASX Listing Rules, the ASX Settlement Operating Rules, the AIM Rules and applicable rules of the KASE.

For the avoidance of doubt, clauses (t)(i) to (t)(iii) (inclusive) are not binding on the Parties and have no force or effect until and unless the Company confirms in writing (at its sole discretion) to the Noteholder that the conditions precedent in (t)(iv) have all been satisfied or waived by no later than the Deadline.