28th Jun 2006 09:19
OILEX NL NOTICE OF GENERAL MEETING OF SHAREHOLDERS FRIDAY, 28 July 2006 10.00 AM AT The MELOURNE HOTEL, COLONIAL CONFERENCE ROOM 942 HAY Street, Perth Western Australia NOTICE OF GENERAL MEETING This Notice of Meeting should be read in conjunction with the attachedExplanatory Memorandum.NOTICE IS HEREBY GIVEN that a General Meeting of shareholders of OILEX NL ABN50 078 652 632 ("the Company") will be held at The Melbourne Hotel, ColonialConference Room, 942 Hay Street, Perth, Western Australia on Friday, 28 July2006 at 10:00 am, to conduct the following business: AGENDA RESOLUTION 1 - RATIFICATION OF PREVIOUS ISSUE OF 980,534 SHARES AND 980,534OPTIONSTo consider and if thought fit, to pass the following as an ordinaryresolution:"That, for the purpose of Listing Rule 7.4 and for all other purposes, theshareholders ratify the issue and allotment on 7 December 2005 of 980,534Shares and 980,534 free attaching 50 Cent Options, further details of which areset out in the attached Explanatory Memorandum."The Company will disregard any votes cast on this resolution by those personsidentified in Item 1 of Schedule A being persons who participated in the issueand any associate of those persons. However the Company need not disregard avote if it is cast by a person as proxy for a person who is entitled to vote,in accordance with the directions on the proxy form or is cast by the personchairing the meeting as proxy for a person who is entitled to vote, inaccordance with a direction on the proxy form to vote as the proxy decides.RESOLUTION 2 - RATIFICATION OF PREVIOUS ISSUE OF EMPLOYEE OPTIONSTo consider and if thought fit, to pass the following as an ordinaryresolution:"That, for the purpose of Listing Rule 7.4 and for all other purposes, theshareholders ratify the issue and allotment on 14 December 2005 of 750,000McCauley Employee Options by the Company to Mrs Christine Anne McCauley, thewife of Mr Graham McCauley, the Chief Financial Officer of the Company, furtherdetails of which are set out in the attached Explanatory Memorandum."The Company will disregard any votes cast on this resolution by Mrs ChristineAnne McCauley and any associate of Mrs Christine Anne McCauley. However theCompany need not disregard a vote if it is cast by Mrs Christine Anne McCauleyor an associate of Mrs Christine Anne McCauley as proxy for a person who isentitled to vote, in accordance with the directions on the proxy form or iscast by the person chairing the meeting as proxy for a person who is entitledto vote, in accordance with a direction on the proxy form to vote as the proxydecides.RESOLUTION 3 - RATIFICATION OF PREVIOUS ISSUE OF 1,000,000 ALCHEMY OPTIONSTo consider and if thought fit, to pass the following as an ordinaryresolution:"That, for the purpose of Listing Rule 7.4 and for all other purposes, theshareholders ratify the issue and allotment on 17 February 2006 of 1,000,000Alchemy Options exercisable at 50 cents per Share on or before 16 February 2009to Alchemy Securities Pty Ltd, further details of which are set out in theExplanatory Memorandum."The Company will disregard any votes cast on this resolution by AlchemySecurities Pty Ltd and any associate of Alchemy Securities Pty Ltd. However theCompany need not disregard a vote if it is cast by Alchemy Securities Pty Ltdor an associate of Alchemy Securities Pty Ltd as proxy for a person who isentitled to vote, in accordance with the directions on the proxy form or iscast by the person chairing the meeting as proxy for a person who is entitledto vote, in accordance with a direction on the proxy form to vote as the proxydecides.RESOLUTION 4 - RATIFICATION OF OPTION ISSUE TO LINQ CAPITAL LIMITEDTo consider and if thought fit, to pass the following as an ordinaryresolution:"That, for the purpose of Listing Rule 7.4 and for all other purposes, theshareholders ratify the issue and allotment of a total of 3,600,000 LinQOptions exercisable at 50 cents per Share on or before 31 March 2010 to LinQCapital Limited, further details of which are set out in the ExplanatoryMemorandum."The Company will disregard any votes cast on this resolution by LinQ CapitalLimited and any associate of LinQ Capital Limited. However, the Company neednot disregard a vote if it is cast by LinQ Capital Limited or an associate ofLinQ Capital Limited as proxy for a person who is entitled to vote, inaccordance with the directions on the proxy form or is cast by the personchairing the meeting as proxy for a person who is entitled to vote, inaccordance with a direction on the proxy form to vote as the proxy decides.RESOLUTION 5 - ISSUE OF OPTIONS TO LINQ CAPITAL LIMITEDTo consider and if thought fit, to pass the following as an ordinaryresolution:"That for the purpose of Listing Rule 7.1 and for all other purposes, theDirectors of the Company be authorised to issue up to 1,400,000 LinQ Optionsexercisable at 50 cents per Share on or before 31 March 2010 to LinQ CapitalLimited, such options to be issued not later than three (3) months after thedate of this Meeting, further details of which are set out in the ExplanatoryMemorandum."The Company will disregard any votes cast on this resolution by any person whomay participate in the proposed issue and any person who may obtain a benefit,except a benefit solely in the capacity of a holder of ordinary securities ifthe proposed resolution is passed, or any associate of a participant unless thevote is cast by a person as proxy for a person who is entitled to vote, inaccordance with the directions on the proxy form or is cast by the personchairing the meeting as proxy for a person who is entitled to vote, inaccordance with a direction on the proxy form to vote as the proxy decides.RESOLUTION 6 - ISSUE OF SHARES TO INDIA HYDROCARBONS LIMITEDTo consider and if thought fit, to pass the following as an ordinaryresolution:"That, for the purpose of Listing Rule 7.1 and for all other purposes, theDirectors of the Company be authorised to issue 5,000,000 fully paid ordinaryShares to India Hydrocarbons Limited ("IHL") or its nominee on such terms andconditions as set out in section 6 of the attached Explanatory Memorandum, suchShares to be issued not later than three (3) months after the date of thismeeting".The Company will disregard any votes cast on this resolution by any person whomay participate in the issue and any person who may obtain a benefit except abenefit solely in the capacity of a holder of ordinary securities, if theproposed resolution is passed, or any associate of a participant unless thevote is cast by a person as proxy for a person who is entitled to vote, inaccordance with the directions on the proxy form or is cast by the personchairing the meeting as proxy for a person who is entitled to vote, inaccordance with a direction on the proxy form to vote as the proxy decides.RESOLUTION 7 - ISSUE OF SHARESTo consider and if thought fit, to pass the following as an ordinaryresolution:"That, for the purpose of Listing Rule 7.1 and for all other purposes theDirectors of the Company be authorised to issue up to 23,600,000 fully paidordinary Shares on such terms and conditions as set out in section 7 of theattached Explanatory Memorandum, such Shares to be issued not later than three(3) months after the date of this Meeting."The Company will disregard any votes cast on this resolution by any person whomay participate in the issue and any person who may obtain a benefit except abenefit solely in the capacity of a holder of ordinary securities, if theproposed resolution is passed, or any associate of a participant unless thevote is cast by a person as proxy for a person who is entitled to vote, inaccordance with the directions on the proxy form or is cast by the personchairing the meeting as proxy for a person who is entitled to vote, inaccordance with a direction on the proxy form to vote as the proxy decides.RESOLUTION 8A - ISSUE OF EMPLOYEE OPTIONS: RICHARD PACESTo consider and if thought fit, to pass the following as an ordinaryresolution:"That, for the purpose of Listing Rule 7.1 and for all other purposes, theDirectors of the Company be authorised to issue 2,325,000 Paces EmployeeOptions to Richard Paces (Chief Operating Officer and Country Manager forIndia), such options to be issued not later than three (3) months after thedate of this Meeting, further details of which are set out in the ExplanatoryMemorandum."The Company will disregard any votes cast on this resolution by any person whomay participate in the issue and any person who may obtain a benefit except abenefit solely in the capacity of a holder of ordinary securities, if theproposed resolution is passed, or any associate of a participant unless thevote is cast by a person as proxy for a person who is entitled to vote, inaccordance with the directions on the proxy form or is cast by the personchairing the meeting as proxy for a person who is entitled to vote, inaccordance with a direction on the proxy form to vote as the proxy decides.RESOLUTION 8B - ISSUE OF EMPLOYEE OPTIONS: ANTHONY BECKETTTo consider and if thought fit, to pass the following as an ordinaryresolution:"That, for the purpose of Listing Rule 7.1 and for all other purposes, theDirectors of the Company be authorised to issue 500,000 Beckett EmployeeOptions to Anthony Beckett (General Manager-Operations India), such options tobe issued not later than three (3) months after the date of this Meeting,further details of which are set out in the Explanatory Memorandum."The Company will disregard any votes cast on this resolution by any person whomay participate in the issue and any person who may obtain a benefit except abenefit solely in the capacity of a holder of ordinary securities, if theproposed resolution is passed, or any associate of a participant unless thevote is cast by a person as proxy for a person who is entitled to vote, inaccordance with the directions on the proxy form or is cast by the personchairing the meeting as proxy for a person who is entitled to vote, inaccordance with a direction on the proxy form to vote as the proxy decides.RESOLUTION 9A - CONVERSION TO PUBLIC COMPANY LIMITED BY SHARESTo consider and if thought fit, to pass the following as a special resolution:"That subject to the passing of resolutions 9B and 9C and in accordance withsection 162 of the Corporations Act, the Company change its type from a NoLiability company to a Limited company."RESOLUTION 9B - CHANGE OF COMPANY NAMETo consider and if thought fit, to pass the following as a special resolution:"That subject to the passing of resolutions 9A and 9C and in accordance withsection 157 of the Corporations Act, the Company's name be changed from "OilexNL" to "Oilex Ltd" with such name change to take effect when the AustralianSecurities and Investments Commission alters the details of the Company'sregistration."RESOLUTION 9C - ADOPTION OF NEW CONSTITUTIONTo consider and if thought fit, to pass the following as a special resolution:"That subject to the passing of resolutions 9A and 9B and in accordance withsection 136 of the Corporations Act and the Company's Constitution, theConstitution produced at this Meeting and signed for identification by theChairman be approved and adopted as the Constitution of the Company to replacethe existing Constitution of the Company."Further details of Resolutions 9A, 9B and 9C are set out in the ExplanatoryMemorandum.All members are invited to attend. An Explanatory Memorandum to shareholdersfollows this Notice.By Order of the BoardMax D.J. CozijnCompany Secretary28 June 2006PROXIES 1. A proxy form is enclosed with this Notice. 2. A member may appoint not more than 2 proxies. A proxy need not be a member. 3. Where a member appoints 2 proxies and does not specify the proportion or number of the member's votes each proxy may exercise half of the member's rights. 4. An instrument appointing a proxy may not be treated as valid unless the instrument, and the power of attorney or other authority (if any) under which the instrument is signed or proof of the power or authority to the satisfaction of the Directors is or are deposited at the Company's registered office or at the Company's share registry not less than 24 hours before the time for the holding of the particular meeting or adjourned meeting as the case may be at which the person named in the instrument proposes to vote. 5. Proxy forms (and the power of attorney, if any under which the proxy form is signed) must be received at Level 3, 50 Kings Park Road, West Perth WA 6005 or on fax number (08) 9226 2108 no later than 24 hours before the time fixed for holding the meeting. 6. An instrument appointing a proxy must be in writing under the hand of the appointor or of the appointor's attorney duly authorised in writing or, if the appointor is a body corporate, either under its common seal if it has a common seal, or under the hand of an officer or duly authorised attorney or duly authorised representative. 7. As permitted by the Corporations Act and regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that all securities of the Company registered as at 24 hours before the time appointed for the meeting will be taken for purposes of the meeting, to be held by the persons who are registered holders thereof at 10.00am WST on 27 July 2006. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the meeting. EXPLANATORY MEMORANDUM This Explanatory Memorandum should be read in its entirety. If shareholders arein doubt as to how they should vote, they should seek advice from theiraccountant, solicitor or other professional adviser prior to voting.The Explanatory Memorandum has been prepared for the information ofshareholders of OILEX NL ("Oilex" or "the Company") in connection with thebusiness to be conducted at the general meeting of shareholders to be held onFriday, 28 July 2006 ("the Meeting") at 10.00am.This Explanatory Memorandum should be read in conjunction with the accompanyingNotice.BUSINESSThe following matters should be noted in respect of the various items ofbusiness:RESOLUTION 1 - RATIFICATION OF PREVIOUS ISSUE OF SHARES AND OPTIONSBackground to Resolution 1On 7 December 2005, the Company issued 980,534 Shares, and 980,534 freeattaching 50 Cent Options to the parties detailed in item 1 of Schedule A("Vendors").The 980,534 Shares and 50 Cent Options were issued to the Vendors asconsideration for the Vendors' 980,534 fully paid ordinary shares inIndependence Oil & Gas Ltd ("IOGL") representing 98.04% of IOGL.IOGL has spent the past 3 years developing a detailed database and contacts inTimor Leste (formerly East Timor) and offers an efficient entry for Oilex toexpand its interests in that region. Oilex will be retaining the services ofexperienced personnel who have been involved in IOGL since it was establishedas a special purpose company for oil exploration, onshore Timor Leste.Part of Oilex's stated strategy is to acquire exploration assets in prospectiveareas of the Northwest Shelf and Timor Sea. Timor Leste is a proven provincethat is under-explored and which has potential for discovery of significanthydrocarbon resources. Development of the hydrocarbon sector would be expectedto provide major benefits for the young nation and its people.The 980,534 Shares and 50 Cent Options are subject to a 12 month voluntaryescrow from the date of issue.Oilex proposes to acquire the remaining 19,566 shares in IOGL, giving Oilex100% of IOGL.Listing Rule 7.4Listing Rule 7.1 provides that a listed company may not issue securities in any12 month period which, when aggregated with the number of the other securitiesissued within that 12 month period, exceed 15% of the number of ordinary shareson issue at the beginning of the 12 month period, unless the issue falls withinone of the nominated exceptions or the prior approval of members of the companyin general meeting is obtained. It is possible under Listing Rule 7.4 to ratifyprevious issues that were made otherwise than under Listing Rule 7.1. Theeffect of such ratification is to restore the Company's discretionary power toissue further shares up to 15% of the number of the Company's issued Shares atthe beginning of the relevant 12 month period without obtaining shareholderapproval.The Company experiences delays and incurs quite significant costs whenobtaining shareholder approval each time it wishes to issue securities whichexceed the 15% limit and do not otherwise fall within one of the nominatedListing Rule exceptions. It is for this reason that the Company has chosen totake this opportunity to ratify the issue of securities in the last 12 monthsand thereby restore its discretionary limit to 15%.For the purposes of Listing Rule 7.4, and in compliance with Listing Rule 7.5,shareholders are advised as follows: 1. the number of securities issued and allotted was 980,534 Shares and 980,534 free attaching 50 Cent Options; 2. the Shares were issued at a deemed issue price of 30 cents per Share, each with a free attaching 50 cent Option; 3. the Shares and 50 Cent Options have been issued to the parties set out in item 1 of Schedule A; 4. the Shares rank pari passu in all respects with the Company's existing fully paid ordinary Shares; 5. the terms and conditions of the 50 Cent Options are set out in item 1 of Schedule B; and 6. no funds were raised by the issue of 980,534 Shares and the 50 Cent Options. The funds raised pursuant to any exercise of the 50 Cent Options will be used for the ongoing working capital purposes of the Company. RESOLUTION 2 - RATIFICATION OF PREVIOUS ISSUE OF EMPLOYEE OPTIONSBackground to Resolution 2On 14 December 2005, the Company issued 750,000 McCauley Employee Options toMrs Christine Anne McCauley, the wife of Mr Graham McCauley, the ChiefFinancial Officer of the Company. These options were issued to Mr McCauley (orhis nominee) as part of Mr McCauley's remuneration package.The Board made the decision to issue the McCauley Employee Options as the Boardconsidered that the McCauley Employee Options would provide an added incentiveto increase shareholder value as a result of: 1. the exercise price being set at a premium above the Share price at the time of Mr McCauleys employment (3 October 2005) and the date of issue of McCauley Employee Options (14 December 2005); and 2. vesting dates being aligned with the completion of one, two and three years service to the Company. Listing Rule 7.4Listing Rule 7.1 provides that a listed company may not issue securities in any12 month period which, when aggregated with the number of the other securitiesissued within that 12 month period, exceed 15% of the number of ordinary shareson issue at the beginning of the 12 month period, unless the issue falls withinone of the nominated exceptions or the prior approval of members of the companyin general meeting is obtained. It is possible under Listing Rule 7.4 to ratifyprevious issues that were made otherwise than under Listing Rule 7.1. Theeffect of such ratification is to restore the Company's discretionary power toissue further shares up to 15% of the number of the Company's issued Shares atthe beginning of the relevant 12 month period without obtaining shareholderapproval.The Company experiences delays and incurs quite significant costs whenobtaining shareholder approval each time it wishes to issue securities whichexceed the 15% limit and do not otherwise fall within one of the nominatedlisting Rule exceptions. It is for this reason that the Company has chosen totake this opportunity to ratify the issue of securities in the last 12 monthsand thereby restore its discretionary limit to 15%.For the purposes of Listing Rule 7.4 and in compliance with Listing Rule 7.5shareholders are advised as follows: 1. the number of McCauley Employee Options issued and allotted was 750,000; 2. the McCauley Employee Options were issued for nil consideration; 3. the McCauley Employee Options were issued to Mrs Christine Anne McCauley, wife of Mr Graham McCauley, the Chief Financial Officer of the Company; 4. the McCauley Employee Options were issued on the terms and conditions set out in item 2 of Schedule B. Any Shares to be issued upon exercise of these McCauley Employee Options will rank pari passu in all respects with the Company's existing fully paid ordinary Shares; and 5. no funds were raised by the issue of the McCauley Employee Options and any funds raised pursuant to any exercise of the Employee Options will be used for the ongoing working capital purposes of the Company. RESOLUTION 3 - RATIFICATION OF PREVIOUS ISSUE OF 1,000,000 ALCHEMY OPTIONSBackground to Resolution 3Alchemy Securities Pty Ltd is a wholly owned subsidiary of RFC CorporateFinance Limited (RFC). By an engagement letter dated 2 August 2005 entered intobetween the Company and RFC (Engagement), RFC agreed to act for the Company inrelation to the application for admission of the Company to the AlternativeInvestment Market (AIM) (a securities market operated by the London StockExchange) and to act as the Company's nominated adviser, for which the Companyagreed to pay, or in the case of the Alchemy Options issue, to RFC:(1) an annual fee of A$60,000 payable quarterly in advance upon admission toAIM;(2) a further A$50,000 in respect of the services provided by RFC;(3) a further A$75,000 upon admission of the Company to AIM; and(4) 1,000,000 Alchemy Options (to be issued to RFC or its nominee).The 1,000,000 Alchemy Options were nominated by RFC to be issued to AlchemySecurities Pty Ltd. The Alchemy Options will have an exercise price of A$0.50,with a 3-year term and can be exercised at any time within the 3-year term.The Company now seeks shareholder ratification pursuant to Listing Rule 7.4 forthe previous issue of the 1,000,000 Alchemy Options to Alchemy Securities PtyLtd as an exception to Listing Rule 7.1.Listing Rule 7.4Listing Rule 7.1 provides that a listed company may not issue securities in any12 month period which, when aggregated with the number of the other securitiesissued within that 12 month period, exceed 15% of the number of ordinary shareson issue at the beginning of the 12 month period, unless the issue falls withinone of the nominated exceptions or the prior approval of members of the companyin general meeting is obtained. It is possible under Listing Rule 7.4 to ratifyprevious issues that were made otherwise than under Listing Rule 7.1. Theeffect of such ratification is to restore the Company's discretionary power toissue further shares up to 15% of the number of the Company's issued Shares atthe beginning of the relevant 12-month period without obtaining shareholderapproval.The Company experiences delays and incurs quite significant costs whenobtaining shareholder approval each time it wishes to issue securities whichexceed the 15% limit and do not otherwise fall within one of the nominatedlisting Rule exceptions. It is for this reason that the Company has chosen totake this opportunity to ratify the issue of securities in the last 12 monthsand thereby restore its discretionary limit to 15%.For the purposes of Listing Rule 7.4 and in compliance with Listing Rule 7.5shareholders are advised as follows:(1) the number of Alchemy Options issued and allotted was 1,000,000;(2) the Alchemy Options were issued as part consideration for the servicesprovided by RFC under the Engagement;(3) the Alchemy Options were issued to Alchemy Securities Pty Ltd, a relatedbody corporate of RFC Corporate Finance Limited;(4) the Alchemy Options were issued on the terms and conditions set out in item3 of Schedule B. Any Shares to be issued upon exercise of these options willrank pari passu in all respects with the Company's existing fully paid ordinaryShares; and(5) no funds were raised by the issue of the options as they were issued inrespect of services provided by RFC Corporate Finance Limited. Any funds raisedpursuant to any exercise of the options will be used for the ongoing workingcapital purposes of the Company.RESOLUTION 4 - RATIFICATION OF OPTION ISSUE TO LINQ CAPITAL LIMITEDBackground to Resolution 4On 22 March 2006 the Company issued 3.6 million options to LinQ Capital Limitedas part of a loan agreement for A$5 million to assist in funding thedevelopment of Oilex's Indian production interests including the drilling ofthe Cambay Oilfield in Western India and provide working capital ("Facility").These options are exercisable at 50 cents and expire on 31 March 2010. Theexercise price was set at a premium above the Share price at the time that thefacility was agreed with LinQ Capital LimitedThis issue was part of a total of 5 million 50 cent options agreed to be issuedpursuant to the Facility. The Company issued 3.6 million options to LinQCapital Limited under its 15% issue limit as provided for in Listing Rule 7.1.The balance of 1.4 million options will be issued subject to shareholderapproval which is being sought pursuant to Resolution 5.Listing Rule 7.4Listing Rule 7.1 provides that a listed company may not issue securities in any12 month period which, when aggregated with the number of the other securitiesissued within that 12 month period, exceed 15% of the number of ordinary shareson issue at the beginning of the 12 month period, unless the issue falls withinone of the nominated exceptions or the prior approval of members of the companyin general meeting is obtained. It is possible under Listing Rule 7.4 to ratifyprevious issues that were made otherwise than under Listing Rule 7.1. Theeffect of such ratification is to restore the Company's discretionary power toissue further shares up to 15% of the number of the Company's issued Shares atthe beginning of the relevant 12 month period without obtaining shareholderapproval.The Company experiences delays and incurs quite significant costs whenobtaining shareholder approval each time it wishes to issue securities whichexceed the 15% limit and do not otherwise fall within one of the nominatedlisting Rule exceptions. It is for this reason that the Company has chosen totake this opportunity to ratify the issue of securities in the last 12 monthsand thereby restore its discretionary limit to 15%.For the purposes of Listing Rule 7.4, and in compliance with Listing Rule 7.5,shareholders are advised as follows: 1. the number of LinQ Options allotted and issued was 3.6 million; 2. the LinQ Options were issued as consideration for the provision of the Facility and accordingly, no cash consideration was paid for the LinQ Options; 3. the LinQ Options were issued on the terms and conditions set out in item 4 of Schedule B. Any Shares to be issued upon the conversion of the LinQ Options will rank pari parsu in all respects with the Company's existing Shares; 4. the LinQ Options were issued to LinQ Capital Limited; and 5. no LinQ funds were raised by the issue of the LinQ Options and any funds raised pursuant to the exercise of any LinQ Options will be used for ongoing working capital purposes of the Company. RESOLUTION 5 - ISSUE OF OPTIONS TO LINQ CAPITAL LIMITEDBackground to Resolution 5As set out in the background to resolution 4, the Company agreed to issue atotal of 5 million LinQ Options to LinQ Capital Limited for the provision ofthe Facility. 3.6 million LinQ Options have previously been issued to LinQCapital Limited and the Company now seeks approval to allot and issue theremaining 1.4 million LinQ Options. The exercise price was set at a premiumabove the Share price at the time that the facility was agreed with LinQCapital Limited.Listing Rule 7.1ASX Listing Rule 7.1 provides that a listed company must not, subject tocertain exceptions, issue during any 12 month period any equity securities(including options), if the number of those securities exceed 15% of the totalshares on issue at the commencement of that period. One circumstance in whichan issue is not taken into account in the calculation of this 15% threshold iswhere the issue has the prior approval of the shareholders in general meeting.ASX Listing Rule 7.3 requires that the following information be provided toshareholders for the purpose of obtaining shareholder approval pursuant to ASXListing Rule 7.1: 1. the maximum number of securities to be issued by the Company is 1,400,000 LinQ Options; 2. the LinQ Options will be issued as soon as practicable after the Meeting but in any event no later than 3 months after the date of this Meeting (or such later date as is permitted by ASX waiver or modification of the ASX Listing Rules) and it is anticipated that allotment will occur on one date rather than on a progressive basis; 3. no money will be paid for the LinQ Options as they will be issued in consideration for the provision of the Facility as referred to in Resolution 4 above; 4. the allottee of the LinQ Options will be LinQ Capital Limited or a related body corporate of LinQ Capital Limited; 5. the LinQ Options will be issued on the terms and conditions set out in item 4 of Schedule B; and 6. no funds will be raised by the issue of the 1,400,000 LinQ Options and any funds raised pursuant to any exercise of the 1,400,000 LinQ Options will be used for the ongoing working capital purposes of the Company. RESOLUTION 6 - ISSUE OF SHARES TO INDIA HYDROCARBONS LIMITEDBackground to Resolution 6As announced to the ASX in the Company's March 2006 Quarterly Report, under aprevious arrangement between Oilex and India Hydrocarbons Limited ("IHL"), itwas agreed that IHL would be a 10% shareholder in a special purpose Indiansubsidiary of Oilex and that the special purpose Indian subsidiary of Oilexwould hold all of Oilex's India related investments.As a result of Oilex restructuring its business, its Indian investments will belargely held directly by Oilex or one of its wholly owned subsidiaries.Consequently, IHL has lost the previously agreed opportunity to participatedirectly in Oilex's Indian investments.To redress this situation, Oilex has agreed with IHL, pursuant to an agreementdated 31 March 2006, to issue IHL or its nominee 5 million Shares at an issueprice of A$0.20 per Share subject to Oilex obtaining shareholder approval.In accordance with the agreement with IHL and subject to obtaining shareholderapproval, Oilex will issue: 1. 2.5 million Shares within 7 days of obtaining shareholder approval (Tranche 1); and 2. 2.5 million Shares within 1 year of obtaining shareholder approval (Tranche 2). The Company now seeks approval to allot and issue the 5 million Shares to IHL.The Company notes that if the Tranche 2 Shares are not issued within 3 monthsof obtaining Shareholder approval, it will either issue the Tranche 2 Sharesutilising its available 15% capacity, seek further shareholder approval orobtain an ASX waiver or modification of the ASX Listing Rules.Shares issued under Tranche 1 will be subject to a 12 month voluntary escrowperiod, subject to Dr McCarthy remaining as Managing Director during the escrowperiod.Listing Rule 7.1ASX Listing Rule 7.1 provides that a listed company must not, subject tocertain exceptions, issue during any 12 month period any equity securities(including options), if the number of those securities exceed 15% of the totalshares on issue at the commencement of that period. One circumstance in whichan issue is not taken into account in the calculation of this 15% threshold iswhere the issue has the prior approval of the shareholders in general meeting.ASX Listing Rule 7.3 requires that the following information be provided toshareholders for the purpose of obtaining shareholder approval pursuant to ASXListing Rule 7.1: 1. the maximum number of securities to be issued by the Company is 5,000,000 Shares; 2. the Shares will be issued as soon as practicable after the Meeting but in any event no later than 3 months after the date of this Meeting (or such later date as is permitted by ASX waiver or modification of the ASX Listing Rules); 3. the issue price of the Shares will be A$0.20 per Share; 4. the allottee of the Shares will be IHL or its nominee; 5. the Shares will rank pari passu in all respects with the Company's existing fully paid ordinary Shares; and 6. the funds raised by the issue of the Shares (A$1 million) will be applied towards on-going exploration activities and working capital. RESOLUTION 7 - ISSUE OF SHARESBackground to Resolution 7The Company seeks shareholder approval to allot and issue up to 23,600,000Shares at $0.85 per Share to predominantly institutional and sophisticatedinvestor clients of Hartleys Limited to raise gross funds of A$20.060 million.The funds raised will be utilised in progressing the following: 1. fund the acquisition of an additional 15% interest in Cambay field, and acquire a 40% interest in each of Bhandut and Sabarmati fields in Gujarat State, India, from Niko Resources Ltd; 2. undertake drilling of up to 3 wells in Cambay Field, and allow for completion costs; 3. acquire 3D seismic on Cambay Field; 4. allow for drilling and completion of additional 2 wells on Cambay Field; 5. acquire 3D seismic on Bhandut and Sabarmati fields; 6. acquire 2D and 3D seismic on Oman block 56; 7. acquire 2D seismic on EPP 27 Otway basin; and 8. provide working capital. Listing Rule 7.1ASX Listing Rule 7.1 provides that a listed company must not, subject tocertain exceptions, issue during any 12 month period any equity securities(including options), if the number of those securities exceed 15% of the totalshares on issue at the commencement of that period. One circumstance in whichan issue is not taken into account in the calculation of this 15% threshold iswhere the issue has the prior approval of the shareholders in general meeting.ASX Listing Rule 7.3 requires that the following information be provided toshareholders for the purpose of obtaining shareholder approval pursuant to ASXListing Rule 7.1: 1. the maximum number of securities to be issued by the Company is 23,600,000 Shares; 2. the Shares will be issued as soon as practicable after the Meeting but in any event no later than 3 months after the date of this Meeting (or such later date as is permitted by ASX waiver or modification of the ASX Listing Rules) and it is anticipated that allotment will occur on one date rather than on a progressive basis; 3. the issue price of the Shares will be $0.85 per Share; 4. the allottees of the 23,600,000 Shares will be predominantly institutional or sophisticated investor clients of Hartleys Limited; the Shares will rank pari passu in all respects with the Company's existing fully paid ordinary Shares; and 5. the funds raised by the issue of the 23,600,000 Shares will be applied in accordance with the proposed use of funds as set out above in the background to this resolution as well as for paying the costs associated with the proposed issue the subject of this resolution. RESOLUTIONS 8A and 8BBackground to Resolution 8A and 8BThe purpose of the proposed grant of options to Mr Paces and Mr Beckett is toprovide an added incentive to these experienced oil industry executives to jointhe Company, and align their interests with increasing shareholder value andretaining their services for the next 2-3 years.The pricing of the Employee Options were determined in January 2006 whennegotiations commenced with the executives and the Company's Share price wastrading around 30 cents, with Mr Beckett being offered his position on 24January 2006, and Mr Paces on 28 March 2006 following completion ofnegotiations.Listing Rule 7.1ASX Listing Rule 7.1 provides that a listed company must not, subject tocertain exceptions, issue during any 12 month period any equity securities(including options), if the number of those securities exceed 15% of the totalshares on issue at the commencement of that period. One circumstance in whichan issue is not taken into account in the calculation of this 15% threshold iswhere the issue has the prior approval of the shareholders in general meeting.Resolution 8A - Issue of Paces Employee OptionsASX Listing Rule 7.3 requires that the following information be provided toshareholders for the purpose of obtaining shareholder approval pursuant to ASXListing Rule 7.1: 1. the maximum number of securities to be issued by the Company is 2,325,000 Paces Employee Options; 2. the Paces Employee Options will be issued no later than 3 months after the date of this Meeting (or such later date as is permitted by ASX waiver or modification of the ASX Listing Rules) and it is anticipated that allotment will occur on one date rather than on a progressive basis; 3. the Paces Employee Options will be issued for nil consideration; 4. the allottee of the Paces Employee Options will be Richard Paces or his nominee; 5. the Paces Employee Options will be issued on the terms and conditions set out in item 2 of Schedule B; and 6. no funds will be raised by the issue of the 2,325,000 Paces Employee Options and any funds raised pursuant to any exercise of the 2,325,000 Paces Employee Options will be used for the ongoing working capital purposes of the Company. Resolution 8B - Issue of Beckett Employee OptionsASX Listing Rule 7.3 requires that the following information be provided toshareholders for the purpose of obtaining shareholder approval pursuant to ASXListing Rule 7.1: 1. the maximum number of securities to be issued by the Company is 500,000 Beckett Employee Options; 2. the Beckett Employee Options will be issued as soon as practicable after the Meeting but in any event no later than 3 months after the date of this Meeting (or such later date as is permitted by ASX waiver or modification of the ASX Listing Rules) and it is anticipated that allotment will occur on one date rather than on a progressive basis; 3. the Beckett Employee Options will be issued for nil consideration; 4. the allottee of the Beckett Employee Options will be Anthony Beckett or his nominee; 5. the Beckett Employee Options will be issued on the terms and conditions set out in item 2 of Schedule B; and 6. no funds will be raised by the issue of the 500,000 Beckett Employee Options and any funds raised pursuant to any exercise of the 500,000 Beckett Employee Options will be used for the ongoing working capital purposes of the Company. RESOLUTIONS 9A, 9B and 9C - CONVERSION TO PUBLIC COMPANY LIMITED BY SHARESThe Company was incorporated on 2 June 1997 as a No Liability Company.As a public no liability company, the Corporations Act requires that theCompany state in its Constitution that its sole objects are mining purposes.The Directors consider it prudent to change the type of Company to an ordinarylimited company to enable it to consider a broader ranger of investmentopportunities within and outside the mining industry.The change in type of the Company will not create a new legal entity.To assist shareholders in voting with respect to Resolutions 9A, 9B and 9C,shareholders should consider the following principal differences between a noliability company and a limited liability company: 1. in a no liability company, dividends are payable to shareholders in proportion to the shares held by them respectively, irrespective of the amounts paid up on those shares; in a limited liability company, dividends are generally payable in proportion to the amounts paid up on shares; 2. in a no liability company, surplus assets available for distribution to shareholders on a winding up of the company are distributed to the shareholders in proportion to the shares held by them respectively, irrespective of the amounts paid up on those shares; in a limited liability company, any surplus available for distribution in a winding up is generally distributed to the shareholders in proportion to the amounts paid up on their shares; and 3. in a no liability company, holders of partly paid shares have no contractual liability to pay up the unpaid proportion of the issue price of those shares, although shares will be forfeited if a call on the shares is not paid; in a limited liability company, a holder of partly paid shares has a contractual liability to pay the amounts unpaid on his shares, as and when those amounts are called up, and any balance owing after the shares have been forfeited and disposed of for non-payment of a call remains a debt due and payable to the company by the shareholder. The Directors note that the Company does not presently have on issue any partlypaid shares.As a consequence of the change of Company type, the Company proposes to changeits name from Oilex NL to Oilex Ltd.The Directors also consider it appropriate, at the same time as changing thetype of the Company, to replace its Constitution to reflect the change ofstatus of the Company from a no liability company to a limited company.The new Constitution provides for a number of changes that give effect to theprincipal differences between a no liability company and a limited liabilitycompany as set out above. Under the proposed new constitution one suchimportant change is as follows:Where the Company makes a call on a partly paid share, the holder of that shareis obliged to pay that call before the due date and the Company may chargeinterest at the rate the directors determine calculated from the day payment isdue until the time of actual payment. If a holder fails to pay a call by thedue date, the Company may forfeit and sell the relevant share and the previousholder ceases to be a member of the Company but remains liable to pay to theCompany all calls, instalments, interests and expenses following upon orpayable in respect of the relevant share at the time of forfeiture.The new Constitution is available on request or may be inspected at theCompany's registered office.The new Constitution is in a form approved by the ASX.Glossary 50 Cent Options means options issued to those persons listed in item 1 ofSchedule A on the terms and conditions set out in item 1 of Schedule B expiringon or before 7 December 2008.Alchemy Options means options issued to Alchemy Securities Pty Ltd on the termsand conditions set out in item 3 of Schedule B.ASX means the Australian Stock Exchange Limited.Beckett Employee Options means 500,000 unlisted options to be issued to MrBeckett or his nominee on the terms and conditions set out in item 2 ofSchedule B.Company or Oilex means Oilex NL ABN 50 078 652 632.Corporations Act means the Corporations Act 2001 (Cth).Employee Options means the options issued, or to be issued to Mr McCauley, MrBeckett and Mr Paces or their nominees on the terms and conditions set out initem 2 of Schedule B.IOGL means Independence Oil & Gas Limited ACN 100 800 691.LinQ Options means 3.6 million options issued to LinQ Capital Limited and 1.4million options proposed to be issued to LinQ Capital Limited on the terms andconditions set out in item 4 of Schedule B.Listing Rules means the Listing Rules of the ASX.McCauley Employee Options means 750,000 unlisted options issued to Mr McCauleyor his nominee on the terms and conditions set out in item 2 of Schedule B.Meeting means the general meeting of Shareholders convened by this Notice.Notice means this notice of meeting including the attached explanatorymemorandum.Paces Employee Options means 2,325,000 unlisted options to be issued to MrPaces or his nominee on the terms and conditions set out in item 2 of ScheduleB.Schedule A means the Schedule A attached to this Notice.Schedule B means the Schedule B attached to this Notice.Shares means fully paid ordinary shares in the Company.Schedule AItem 1 RECIPIENTS OF RESOLUTION 1 SHARES & OPTIONSFULL NAME NUMBER OF SHARES NUMBER OPTIONSMS MIRIAM G MILLER 164,536 164,536COMAIR PTY LTD 86,352 86,352BLACKTUSK PTY LTD, 76,765 76,765AIR SAFE WHOLESALER PTY LTD 69,460 69,460MR JAMES C DOWELL 66,004 66,004ESTORIL NOMINEES PTY LTD 54,786 54,786NAUTILUS BAY PTY LTD 51,003 51,003MR ROBERT WITTENOOM 48,916 48,916MANAGERS & DIRECTORS PTY LTD 40,567 40,567MR GREGORY KNIGHT 29,349 29,349MELMORE INVESTMENTS PTY LTD 27,328 27,328CONTRACT DIVING SERVICES PTY LTD 26,593 26,593STATELAND HOLDINGS PTY LTD 25,501 25,501MR RAYMOND GEORGE BARNES 23,871 23,871MS ROBYN L TORNEY 19,958 19,958SEABAY ASSET PTY LTD 19,566 19,566MS ROMA RUSSELL & MR GRANT MERVYN RUSSELL & 19,566 19,566MS AMANDA LEE HARRISON MELMORE INVESTMENTS PTY LTD 14,153 14,153MR GRAEME BEECK 13,957 13,957DF LYNTON-BROWN PTY LTD 11,153 11,153MR BRENDAN WILKINSON & MS LEONIE PACKARD 9,783 9,783MS JOANNE MARY DEWAR & MR MICHAEL FRANCIS LEAHY 8,218 8,218MS ANNA DENISE HOWARD 7,631 7,631HUSIF NOMINEES PTY LTD 6,718 6,718TRANSVALE PTY LTD 6,522 6,522LOXFORD NOMINEES PTY LTD 6,522 6,522MR JAMES C DOWELL 6,522 6,522MR JAMES C DOWELL 6,522 6,522MR ANTHONY JOHN DI FRANCESCO & 6,522 6,522MRS SUSAN LEE DI FRANCESCOMR MARK WILLIAM SWAN 5,544 5,544MS KATHRYN MELCHERT 4,892 4,892MR RUSSELL LYNTON-BROWN & 4,305 4,305MS ROSEMARY BEECK SYNCOPATED PTY LTD 3,196 3,196MARINE WATERWAYS PTY LTD 1,631 1,631EAST TIMOR LOGISTICS PTY LTD 100 100---------- ----------980,534 980,534Schedule BItem 1 OPTION TERMS and CONDITIONS Resolution # 1 The 50 Cent Option (Option) is issued by Oilex NL (Oilex) to you on thefollowing terms and conditions: 1. The Option is exercisable at any time after the Commencement Date (7 December 2005) and before (and including) the Expiry Date (Option Period). 2. The Options can be exercised in whole or in part, and if exercised in part multiples of 5,000 must be exercised on each occasion except where the number of Options held is less than 5,000 in which case all such Options must be exercised at the same time. 3. The exercise price of each Option (which is payable immediately on exercise) is $0.50 each (Exercise Price). 4. An Option may only be exercised wholly or in part by provision to Oilex of the notice of exercise of option contained herein (Exercise Notice) in the Option Period provided that: (a) a voluntary escrow agreement in the form required by Oilex (EscrowAgreement) has been executed by each party and is valid and binding and notliable to termination, expiry or forfeiture; and(b) Independence Oil and Gas Limited has acquired an interest in an onshorepetroleum permit issued by the Government of Timor Leste within the OptionPeriod. 5. Subject to clause 6, upon receipt by Oilex of the Exercise Notice and payment of the Exercise Price, Oilex must, within 10 Business Days allot to you 1 fully paid ordinary share in Oilex (OEX Share) in respect of each Option exercised by you and dispatch the relevant acknowledgement of issue as soon as is reasonably practicable to you. 6. OEX Shares allotted on the exercise of Options will rank equally in all respects with the then existing issued ordinary fully paid shares in Oilex and will be subject to the provisions of the Constitution of Oilex and the terms of the Escrow Agreement. 7. No adjustment to the number of OEX Shares over which each Option exists and /or the Exercise Price will be made except in accordance with these terms and conditions and the ASX Listing Rules. 8. In the event of the liquidation of Oilex, all unexercised Options will lapse. 9. The benefit of an Option can not be assigned or otherwise transferred without Oilex's prior written consent. 10. The Options do not confer on you any right to participate in dividends or a new issue of securities until OEX Shares are allotted pursuant to the exercise of the Options. 11. In the event of a reorganisation of the issued capital of Oilex, the Options will be reorganised in accordance with the Listing Rules of the ASX (if applicable) and in any case in a manner which will not result in any benefits being conferred on you which are not conferred on Oilex shareholders. 12. For the purposes of these terms and conditions, Commencement Date means the date advised to you in writing and Expiry Date means 5:00pm WST on the third anniversary of the Commencement Date. Item 2 - Employee Options 1. The Employee Options are exercisable at any time between the vesting date set out below and 5.00 pm WST on the expiry date set out below by notice in writing to the Company accompanied by payment of the exercise price. McCauley Employee Options No. Options Exercise Price Vesting Date Expiry Date per Share 250,000 $0.40 3 October 2006 14 December 2008 250,000 $0.50 3 October 2007 14 December 2008 250,000 $0.80 3 October 2008 14 December 2009 750,000 TOTAL OPTIONS Paces Employee Options No. Options Exercise Price Vesting Date Expiry Date per Share 775,000 $0.50 5 May 2007 3 years from grant 775,000 $0.65 5 May 2008 3 years from grant 775,000 $0.90 5 May 2009 4 years from grant 2,325,000 TOTAL OPTIONS Beckett Employee Options No. Options Exercise Price Vesting Date Expiry Date per Share 250,000 $0.45 24 January 2007 3 years from grant 250,000 $0.55 24 January 2008 3 years from grant 500,000 TOTAL OPTIONS 2. Should the employee resign after the Employee Option vesting date, then the Options remain with the employee for their remaining term. 3. An Employee Option can only be exercised after the vesting date. 4. An Employee Option will lapse if the employee has resigned or his employment ceased prior to the Option vesting date. 5. The Employee Options can be exercised in whole or in part, and if exercised in part multiples of 10,000 must be exercised on each occasion except where the number of Employee Options held is less than 10,000 in which case all such Employee Options must be exercised at the same time. 6. The exercise price of the Employee Options shall be as set out in (1) above. 7. The Employee Options cannot be transferred and will be unlisted. 8. There are no participating rights or entitlements inherent in the Option to participate in any new issue of securities which may be offered to Shareholders of the Company from time to time prior to their expiry date. The Company will ensure that, at least 10 business days before the record date to determine entitlements to any such new issue, the Company will notify the Optionholder of the proposed new issue. This will afford the Optionholder an opportunity to exercise all or some of the Options prior to the books closing date of any such new issue. 9. The Optionholder will be permitted to participate in any new pro-rata issue of securities of the Company on prior exercise of the Options in which case the Optionholder will be afforded the period of at least 10 business days prior to and inclusive of the record date to determine entitlements to the issue to exercise the Options. 10. The Options do not confer on the Optionholder any right to participate in dividends until Shares are allotted pursuant to the exercise of the Options. 11. In the event of a reorganisation of the issued capital of the Company, the Options will be reorganised in accordance with the Listing Rules of the ASX (if applicable) and in any case in a manner which will not result in any benefits being conferred on Optionholders which are not conferred on Shareholders. 12. The number of Shares to be issued pursuant to the exercise of Options will be adjusted for bonus issues made prior to exercise of the Options so that, upon exercise of the Options, the number of Shares received by the Optionholder will include the number of bonus Shares that would have been issued if the Options had been exercised prior to the record date to determine entitlements for the bonus issues. The exercise price of the Options shall not change as a result of any such bonus issues. Item 3 - Alchemy OptionsThe options will be issued on the following terms and conditions:(1) Each option entitles the holder to subscribe for and be allotted one Sharein the Company upon the payment of 50 cents per Share.(2) The options are exercisable at any time on or prior to their expiry bynotice in writing to the Directors of the Company accompanied by payment of theexercise price.(3) All Shares issued upon exercise of the options will rank pari passu in allrespects with the Company's then existing Shares. The Company will apply forOfficial Quotation by ASX of all Shares issued upon exercise of the options.(4) There are no participating rights or entitlements inherent in the optionsand holders will not be entitled to participate in new issues of capitaloffered to shareholders during the currency of the options. However, theCompany will send a notice to each holder of options at least nine businessdays before the relevant record date. This will give optionholders theopportunity to exercise their options prior to the date for determiningentitlements to participate in any such issue.(5) If from time to time on or prior to the expiry of the options the Companymakes an issue of Shares to the holders of Shares by way of capitalisation ofprofits or reserves (a bonus issue), then upon exercise of their options anoptionholder will be entitled to have issued to them (in addition to the Shareswhich would otherwise be issued to them upon such exercise) the number ofShares of the class which would have been issued to them under that bonus issue(Bonus Shares) if on the record date for the bonus issue they had beenregistered as the holder of the number of Shares of which they would have beenregistered as holder if, immediately prior to that date, they had dulyexercised their options and the Shares the subject of such exercise had beenduly allotted and issued to them. The Bonus Shares will be paid up by theCompany out of profits or reserves (as the case may be) in the same manner aswas applied in relation to the bonus issue.(6) There is no right to a change in the exercise price of the options or tothe number of Shares over which the options are exercisable in the event of anew issue of capital (other than a bonus issue) during the currency of theoptions.(7) In the event of any re-organisation of the issued capital of the Company onor prior to the expiry of the options, the rights of an optionholder will bechanged to the extent necessary to comply with the applicable ASX Listing Rulesin force at the time of the re-organisation.(8) The exercise price of each option is 50 cents per Share and they expire at5pm WST 16th February 2009.Item 4 - LinQ Options 1. Each option entitles the holder to subscribe for and be allotted one fully paid ordinary share in the Company at an issue price of 50 cents. 2. The options will expire on 31 March 2010 (the Options Expiry Date). 3. The options are exercisable at any time on or prior to the Options Expiry Date by notice in writing to the directors of the Company accompanied by payment of the exercise price. 4. The options are freely transferable, but no application will be made to the ASX for Official Quotation of the options. 5. All shares issued upon exercise of the options will rank pari passu in all respects with the Company's then existing fully paid ordinary shares. The Company will apply for Official Quotation by the ASX of all shares issued upon exercise of the options. 6. There are no participating rights or entitlements inherent in the options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the options or to participate in dividends. However, the Company will send a notice to each holder of options at least 20 business days before the record date. This will give optionholders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue. 7. If from time to time on or prior to the Options Expiry Date the Company makes an issue of shares to the holders of ordinary shares in the Company by way of capitalisation of profits or reserves (a bonus issue), then upon exercise of his options an optionholder will be entitled to have issued to him (in addition to the shares which would otherwise be issued to him upon such exercise) the number of shares of the class which would have been issued to him under that bonus issue (bonus shares) if on the record date for the bonus issue he had been registered as the holder of the number of shares of which he would have been registered as holder if, immediately prior to that date, he had duly exercised his options and the shares the subject of such exercise had been duly allotted and issued to him. The bonus shares will be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares allotted upon exercise of the options. 8. There is no right to a change in the exercise price of the options or to the number of shares over which the options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the options. 9. In the event of any reorganisation of the issued capital of the Company on or prior to the Options Expiry Date, the rights of an optionholder will be changed to the extent necessary to comply with the applicable Listing Rules in force at the time of the reorganisation. OILEX NL GENERAL MEETING PROXY FORM I/We Of Full name in block letters address Being a member/members of Oilex NL, hereby appoint Of Or failing him/ her Or failing him/her, the Chairman of the Meeting, as my/our proxy to vote for meon my/our behalf in accordance with the directions indicated below or in the absence of indication, as he/she/they think fit at the General Meeting of the Company to be held at the The Melbourne Hotel, Colonial Conference Room, 942 Hay Street, Perth, Western Australia on Friday 28 July 2006 at 10:00 am and at any adjournment thereof. Instructions as to voting:IMPORTANT NOTICEThe Chairman intends to vote all undirected proxies in favour of resolutions 1to 9.If you do not wish to direct your proxy how to vote, please place a mark in thebox.By marking this box, you acknowledge that the Chairman may exercise your proxyeven if he has an interest in the outcome of the resolution and votes cast byhim other than as proxy holder will be disregarded because of that interest.As Ordinary Resolutions FOR AGAINST ABSTAIN1. Ratification of previous issue of Shares & Options2.Ratification of Previous Employee Options to Graham McCauley3.Ratification oPrevious Issue of 1,000,000 Alchemy Options4.Ratification of Option Issue to LinQ Capital Limited5.Issue of Options to LinQ Capital Limited6.Issue of Shares to India Hydrocarbons Limited7.Issue of Shares8a.Issue of Employee Options to Richard Paces8b.Issue of Employee Options to Anthony BeckettAs Special Resolutions9a.Conversion to Public Company Limited by shares9b.Change of Company name9c.Adoption of new constitution If the member is a company, then it shall affix its Common Seal below or sign by a duly authorised officer. EXECUTED by ACN/ABN in accordance with section 127 of the Corporations Act 2001 Director/Company Secretary Director: Date / /06 Name of Director/Company Name of Director Secretary (BLOCK LETTERS) (BLOCK LETTERS) OR Date / /06 Signature (insert capacity in which duly authorized officer is signing for a member which is a company) If the member is an individual or joint holders: Date / /06 Signature Signature PROXIES 1. A Proxy Form is enclosed with this Notice. 2. A member may appoint not more than 2 Proxies. A proxy need not be a member. 3. Where a member appoints 2 proxies and does not specify the proportion or number of the member's votes each proxy may exercise half of the member's rights. 4. An instrument appointing a proxy may not be treated as valid unless the instrument, and the power of attorney or other authority (if any) under which the instrument is signed or proof of the power or authority to the satisfaction of the directors is or are deposited at the Company's registered office or at the Company's share registry not less than 24 hours before the time for the holding of the particular meeting or adjourned meeting as the case may be at which the person named in the instrument proposes to vote. 5. Proxy forms (and the power of attorney, if any under which the proxy form is signed) must be received at 3rd Floor, 50 Kings Park Road, West Perth, Western Australia or on fax number (08) 9226 2108 no later than 24 hours before the time fixed for holding the meeting. 6. An instrument appointing a proxy must be in writing under the hand of the appointor or of the appointor's attorney duly authorised in writing or, if the appointor is a body corporate, either under its common seal if it has a common seal, or under the hand of an officer or duly authorised attorney or duly authorised representative. 7. As permitted by the Corporations Act 2001 and regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that all securities of the Company registered as at 24 hours before the time appointed for the meeting will be taken for purposes of the meeting, to be held by the persons who are registered holders thereof at 10.00am WST on 27 July 2006. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the meeting. ENDOILEX NLRelated Shares:
OEX.L