8th May 2007 07:00
OILEX LTD ABN 50 078 652 632 NOTICE OF GENERAL MEETING OF SHAREHOLDERS Wednesday, 6 JuNE 2007 10.00 AM AT The CELTIC CLUB, 48 ORD STREET, WEST Perth Western Australia NOTICE OF GENERAL MEETING
This Notice of Meeting should be read in conjunction with the attached Explanatory Memorandum.
NOTICE IS HEREBY GIVEN that a General Meeting of shareholders of OILEX LTD ABN50 078 652 632 ("the Company") will be held at The Celtic Club, 48 Ord Street,West Perth, Western Australia on Wednesday, 6 June 2007 at 10:00 am, to conductthe following business: AGENDA
RESOLUTION 1 - ISSUE OF SHARES
To consider and if thought fit, to pass the following as an ordinary resolution:
"That, for the purpose of Listing Rule 7.1 and for all other purposes the Directors of the Company be authorised to issue up to 50,000,000 fully paid ordinary Shares on such terms and conditions as set out in the attached 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 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.All members are invited to attend. An Explanatory Memorandum to shareholdersfollows this Notice.By Order of the BoardMax D.J. CozijnCompany Secretary7 May 2007PROXIES
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 5.00pm WST on 5
June 2007. 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 are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.
The Explanatory Memorandum has been prepared for the information of shareholders of the Company in connection with the business to be conducted at the general meeting of shareholders to be held on Wednesday,
6 June 2007 ("the Meeting") at 10.00am.
This Explanatory Memorandum should be read in conjunction with the accompanying Notice.
BUSINESS
The following matters should be noted in respect of the various items of business:
RESOLUTION 1 - ISSUE OF SHARES
Background to Resolution 1
The Company seeks shareholder approval to allot and issue up to 50,000,000 Shares at $1-35 per Share to predominantly institutional and sophisticated investor clients of Hartleys Limited to raise gross funds of approximately A$67.5 million. The funds raised will be utilised in progressing the Company's activities, which may include:
1. undertaking drilling of up to 8 wells in Cambay Field and allowing for
completion costs plus additional wells in the event of success as part of
the 9 month drilling contract;
2. drilling and completion of one well and one work over well on Bhandut
Field;
3. acquiring 3D seismic on Sabarmati Field;
4. drilling and completion of an additional well on Sabarmati Field;
5. drilling and appraisal of one well on Otway Basin Block EPP27;
6. acquiring 2D and 3D seismic on Oman Block 56;
7. drilling and completion of up to 3 wells on Oman Block 56;
8. acquiring 2D and 3D seismic on JPDA 06-103 Block; and
9. participation in any new activities around the Indian ocean rim currently
under review
In addition to progressing the Company's exploration activities, the Company may also use some of the funds raised to retire some of its existing debt facilities and to provide additional working capital.
In Summary, i t is anticipated that the money raised will be broadly applied inthe following areas;Exploration 30%Development 40%New Ventures 10%Administration 10%Working Capital 10%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 to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.1:
1. the maximum number of securities to be issued by the Company is 50,000,000
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) 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 $1-35 per Share;
4. the allottees of the 50,000,000 Shares will be predominantly institutional
and sophisticated investor clients of Hartleys Limited;
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 50,000,000 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.
Glossary
Company or Oilex means Oilex Ltd ABN 50 078 652 632.
Corporations Act means the Corporations Act 2001 (Cth).
Listing Rules means the Listing Rules of the ASX.
Meeting means the general meeting of Shareholders to be held on 6 June 2007 at 10.00am.
Notice means this notice of meeting including the attached explanatory memorandum.
Shares means fully paid ordinary shares in the Company.
OILEX LTD ABN 50 078 652 632 GENERAL MEETING PROXY FORM I/We Of Full name in block letters address Being a member/members of Oilex LTD, hereby appoint
Of Or failing him/ her
Or failing him/her, the Chairman of the Meeting, as my/our proxy to vote for me on 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 Celtic Club, 48 Ord Street, Perth, Western
Australia on Wednesday 6 June 2007 at 10:00 am and at any adjournment thereof.
Instructions as to voting:IMPORTANT NOTICE
The Chairman intends to vote all undirected proxies in favour of resolution 1.
If you do not wish to direct your proxy how to vote, please place a mark in the box.
As Ordinary Resolutions FOR AGAINST ABSTAIN
1. Issue of Shares If the member is a company, then it shall affix its Common Seal below or sign by a duly authorisedofficer. EXECUTED by ACN in accordance with / section 127 of the ABN Corporations Act 2001 Director/ Director: Company Secretary Date / /07 Name of Name of Director/ Director Company Secretary (BLOCK (BLOCK LETTERS) LETTERS) OR Date / /07
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 / /07 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 5.00pm WST on 5
June 2007. Accordingly, transactions registered after this time will be
disregarded in determining entitlements to attend and vote at the meeting.
OILEX LTDRelated Shares:
OEX.L