PETREL ENERGY LIMITED ACN 125 394 667 (Company) Notice of General Meeting The General Meeting of shareholders of Petrel Energy Limited will be held at the offices of BDO Chartered Accountants Level 10, 1 Margaret Street Sydney NSW 2000 on Tuesday 7 May 2013 at 10am (Sydney time). BUSINESS Ordinary Resolutions To consider and, if thought fit, to pass the following ordinary resolutions: 1. Resolution 1: Approval to issue up to 100,000,000 fully paid ordinary shares That for the purpose of Listing Rule 7.1 and all other purposes, approval is given for the Company to issue up to 100,000,000 fully paid ordinary shares in the capital of the Company within three months of the date of approval of this resolution, at a minimum of 8.5c per share. 2. Resolution 2: Issue of fully paid ordinary shares to related parties That for the purposes of Listing Rule 10.11 and for all other purposes, the Company is authorised to issue up to 3,150,000 fully paid ordinary shares to Mr Alexander Sundich and his associates, being related parties of the Company, as part of the issue of shares referred to in, and subject to the passing of, Resolution 1. Voting Restrictions Resolutions 1 and 2 The Company will, in accordance with the ASX Listing Rules, disregard any votes cast on: (a) Resolution 1 by a person who may participate in the proposed issue of securities and any person who might benefit from the issue of securities under Resolution 1, except a benefit solely in the capacity of a holder of ordinary shares if the resolution is passed, and an associate of those persons; and (b) Resolution 2 by Mr Alexander Sundich and any of his associates.
However, and subject to the Corporations Act 2001 restrictions, the Company will not disregard a vote on Resolutions 1 or 2 if it is cast by: (c) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or (d) the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. Shareholders entitled to vote In accordance with Section 1074E(2)(g)(i) of the Corporations Act 2001 and regulation 7.11.37 of the Corporations Regulations 2001, the Directors have determined that a person's entitlement to vote at the meeting will be the entitlement of that person set out in the register of shareholders as at 7:00 pm (Sydney time) on Monday 6 May 2013. Ian Kirkham Company Secretary Sydney, 2 April 2013
EXPLANATORY STATEMENT Resolution 1 Approval to issue up to 100,000,000 fully paid ordinary shares Background The Company: on 27 March 2013 acquired an oil producing interest in one of North America s most prolific oil producing formations, the Cardium play, west of Calgary in Alberta Canada. It has agreed terms with private Canadian group, Bernum Petroleum Ltd, to acquire a 40% interest in a portfolio of up to 5,120 gross acres in the Lochend area of the greater Cardium play, located immediately west of Calgary. Under the deal, costing $3.3 million, Petrel and Bernum have agreed terms for a 40-60% joint venture that will give Petrel a 40% working interest in up to 8 gross sections (3.2 net sections or 2,048 net acres) in the highly prospective southern extension of the play. One of the sections includes a newly-completed horizontal well that has just started producing oil. The JV allows the Company to participate in a proven hydrocarbon province leveraging off a proven operator who can optimise our near term reserve certification program to allow for a relatively quick turnaround and exit strategy; and retains its 3.5 million acre Uruguay project, which is its primary focus. Schuepbach Energy International LLC (SEI) is about to commence a 3-4 well corehole program. The Company has the right to increase its shareholding later in 2013 to 51% for a further US$5.5 million which will fund further seismic and corehole/wells. The Board considers that it would be appropriate in these circumstances to raise additional capital to take advantage of the Cardium acquisition and provide maximum flexibility should other opportunities arise. The Board therefore considered it appropriate and prudent to undertake the share placement and Share Purchase Plan which was announced on 2 April 2013. Placement The placement of up to 100,000,000 shares at 8.5c per share to institutions and Corporations Act Chapter 6D sophisticated and professional investors is conditional on shareholder approval. The placement issue price of 8.5c per share which is a 15% discount to the last ASX traded price of the Company s shares on 26 March 2013 and a 15.6% discount to the volume average market price of shares traded in the ordinary course on ASX in the five trading days up to 26 March 2013. The Company will receive application moneys of up to $8,500,000 which, to the extent subscribed for on or before the shareholder meeting, will be held in escrow subject to receipt of shareholder approval. If shareholder approval is not given, the subscribed moneys will be returned to the applicants without interest. If shareholder approval is given, the moneys already subscribed will be automatically released from escrow and form part of the Company s working capital. Any subscriptions received after shareholder approval is given will automatically form part of the Company s working capital. Share Purchase Plan (SPP) The SPP provides shareholders who at the record date of 5pm (Sydney time) on 28 March 2013 have a registered address in Australia or New Zealand, the opportunity to subscribe for a maximum amount of A$15,000 worth of ordinary shares in the Company at 8.5c per share. The SPP issue price is the same price at which the placement shares were offered to institutional, sophisticated and professional investors. The maximum number of shares that may be issued under the SPP without shareholder approval is 35,294,118 shares being a total capital raising of up to A$3 million which will form part of the Company s working capital. The actual amount raised may be less than this amount depending on the number of applications for SPP shares applied for. The number of shares to be issued under the SPP will not be greater than 13% of the number of shares on issue in the capital of the Company on the record date. If an over subscription for shares occurs by the Closing Date, the Directors will, in their absolute discretion, scale back some or all applications. Application of Funds Funds raised from the placement (if approved by shareholders) and the SPP and forming part of the Company s working capital will be applied to some or all of the acquisition price for the Cardium acquisition, funding the 3
acquisition of further interests in the SEI/Uruguay concessions, funding other exploration and development commitments and otherwise general working capital purposes. Even if the placement is approved by shareholders and funds are raised under the SPP, the Company may need to raise additional capital in order to meet all of its intended objectives. Whether or not there is a need to raise more capital will depend on a range of factors including whether shareholders approve the placement, how much is raised under the SPP, whether the Company is able to successfully negotiate further acquisitions and if so at what price, and accordingly whether there are enough funds remaining to meet funding needs for the Uruguay options, other exploration and development commitments and general working capital needs. Application of ASX Listing Rules ASX Listing Rule 7.1 effectively allows a company to issue up to 15% of its capital without seeking shareholder approval in a 12 month period. However, issues in excess of the 15% in 12 months require shareholder approval. There is provision in Listing Rule 7.1 for shareholders to effectively give advance approval for the issue of shares for 3 months without using up the 15% capacity. An agreement to issue securities conditional on shareholder approval such as under the placement is treated as an issue requiring advance approval. Resolution 1 seeks shareholder approval under Listing Rule 7.1 for the issue of up to 100,000,000 fully paid ordinary shares within 3 months of the date of approval of Resolution 1, without using up any of the 15% capacity. While the approval will be valid for the 3 months, in the case of the placement, it is expected the shares subscribed for on or before the shareholders meeting will be issued to the placees on 8 May 2013 assuming shareholder approval is given to the issue of the shares. By obtaining shareholder approval, the Company will retain the flexibility to issue up to 15% of its issued capital without shareholder approval for 12 months in addition to issuing up to 100,000,000 fully paid ordinary shares. Listing Rule Information In accordance with Listing Rule 7.3 the following information is provided in respect of Resolution 1: (a) the maximum number of placement shares that will be issued under this Resolution is 100,000,000 which would increase the number of ordinary shares on issue to 383,329,616 (disregarding any shares that may be issued under the SPP); (b) the placement shares will be issued within 3 months of the date of the meeting, or adjournment of the meeting, at which Resolution 1 is approved. As noted before, it is expected the shares subscribed for on or before the shareholders meeting will be issued to the placees as soon as practicable after shareholder approval is given; (c) the placement shares will be issued at a price of 8.5c per share; (d) the names of the persons who have subscribed for placement shares up to the date of the notice of meeting to which this statement relates and who are to be issued placement shares are set out below. Subscribers after that date will be institutions and Corporations Act Chapter 6D sophisticated and professional investors identified by the Directors or by brokers or other financial advisers mandated by the Company to place some or all of the balance of the 100,000,000 shares; 45 South Nominees Pty Ltd 1,176,471 Stewart Laughton 58,824 Gordon Thomas Grieve 294,118 Hera Investments Pty Ltd 1,176,471 Trevor Gottlieb 1,200,000 James Tuite 1,176,471 Equity Underwriters Pty Ltd 14,117,647 Garry Ireland 500,000 Baru Resources Limited 1,176,471 Veruse Pty Ltd 5,882,353 Fosters Stcok Broking 10,364,706 Black Cygnet Pty Ltd 2,555,882 Bellset Nominees Pty Ltd 2,900,000 Peloton Capital Pty Ltd 8,823,529 Pattersons Securities Ltd 7,123,529 Simon Schudmak 300,000 Cameron Richard Pty Ltd 5,882,353 Phillip Schudmak 600,000 Linwerik Pty Ltd 2,941,176 Roger Spellman 882,353 Smithley Pty Ltd 2,941,176 Discovery Investments Pty Ltd 3,529,412 Lowell Pty Ltd 1,176,471 Ray Williams 588,235 Pine Street Pty Ltd 3,150,000 Scott Kirkham 294,118 Premier Partners Funds Management 1,176,471 MP Capital Partners 1,764,706 Richard Petty 1,176,471 Donald Beard 294,118 Amery Partners 2,952,941 Charles Fairlie 58,824 4
(e) (f) (g) the placement shares issued will rank equally in all respects with existing ordinary shares; the funds raised from issue of the placement shares are intended to be used for Company acquisitions, exploration and development programs; and general working capital purposes as described above; and a voting exclusion statement applies to Resolution 1 as set out in the Notice of Meeting which this Explanatory Statement accompanies. Recommendation The Directors recommend that shareholders vote in favour of Resolution 1. Resolution 2 Issue of fully paid ordinary shares to related parties Background As noted above, the Company intends to undertake a placement of up to 100,000,000 shares at 8.5c per share to institutions, sophisticated and professional investors (conditional on shareholder approval) with an accompanying share purchase plan. Mr Alexander Sundich, a director of the Company, has indicated an interest in participating in the placement. Under Listing Rule 10.11, a company cannot issue or agree to issue equity securities to any of the following persons without the approval of shareholders: a related party; and a person whose relationship with the company or a related party is, in ASX s opinion, such that approval should be obtained. A "related party" includes a director, an entity controlled by a director and spouses, parents and children of a director. The related party also includes any person who came within any of these classes in the preceding six months or in respect of which, there are reasonable grounds to believe that that person will fall within such a classification in the future. Accordingly, the Company seeks the approval of Shareholders for the purposes of Listing Rule 10.11 to issue 8.5c fully paid ordinary shares to Mr Alexander Sundich and his associates under the proposed placement. If shareholder approval is obtained under Listing Rule 10.11, further approval is not required under Listing Rule 7.1 (see Listing Rule 7.2, Exception 14). Listing Rule Requirements In accordance with Listing Rule 10.13, the following additional information is provided for the purposes of Resolution 2: (a) the maximum number of shares to be issued to Mr Alexander Sundich and his associates is 3,150,000; (b) the shares will be issued within 1 month of the date of the General Meeting. As noted above, it is expected shares subscribed for on or before the date of the notice of meeting to which this statement relates will be issued under the placement as soon as practicable after shareholder approval is given; (c) the shares will have an issue price of 8.5c. Details of the placement offer are set out in the notes to Resolution 1 above; (d) the funds raised from issue of the shares to Mr Alexander Sundich and his associates are intended to be used for Company acquisitions, exploration and development programs; and general working capital purposes as described above; and (e) a voting exclusion statement applies to Resolution 2 as set out in the Notice of Meeting which this Explanatory Statement accompanies. Recommendation The Directors (other than Mr Alexander Sundich) recommend that shareholders vote in favour of Resolution 2. 5
All Correspondence to: By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia Level 7, 207 Kent Street, Sydney NSW 2000 Australia By Fax: +61 2 9290 9655 Online: www.boardroomlimited.com.au By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600 YOUR VOTE IS IMPORTANT For your vote to be effective it must be recorded before 10am (AEST) on Sunday 5 th May 2013. TO VOTE BY COMPLETING THE PROXY FORM STEP 1 APPOINTMENT OF PROXY Indicate who you want to appoint as your Proxy. If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space. Appointment of a Second Proxy You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company s securities registry or you may copy this form. To appoint a second proxy you must: (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope. STEP 2 VOTING DIRECTIONS TO YOUR PROXY To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid. Proxy which is a Body Corporate Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an Appointment of Corporate Representative prior to admission. An Appointment of Corporate Representative form can be obtained from the company s securities registry. STEP 3 SIGN THE FORM The form must be signed as follows: Individual: This form is to be signed by the securityholder. Joint Holding: where the holding is in more than one name, all the securityholders must sign. Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place. STEP 4 LODGEMENT Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 10am (AEST) on Sunday, 5 th May 2013. Any Proxy Form received after that time will not be valid for the scheduled meeting. Proxy forms may be lodged: By Fax + 61 2 9290 9655 By Mail In Person Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia Level 7, 207 Kent Street, Sydney NSW 2000 Australia Attending the Meeting If you wish to attend the meeting please bring this form with you to assist registration.
Petrel Energy Limited ABN 82 125 394 667 Your Address This is your address as it appears on the company s share register. If this is incorrect, please mark the box with an X and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form. STEP 1 APPOINT A PROXY GENERAL MEETING PROXY FORM I/We being a member/s of Petrel Energy Limited and entitled to attend and vote hereby appoint Appoint the Chairman of the Meeting (mark box) OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting as my/our proxy at the General Meeting of the Company to be held at the offices of BDO CHARTERED ACCOUNTANTS, LEVEL 10, 1 MARGARET STREET, SYDNEY NSW 2000 on TUESDAY 7 TH MAY 2013 at 10AM (AEST) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit. The Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business. STEP 2 Resolution 1 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called. Approval to issue up to 100,000,000 Fully Paid Ordinary Shares For Against Abstain* Resolution 2 Issue of Fully Paid Ordinary Shares to related parties STEP 3 SIGNATURE OF SHAREHOLDERS This form must be signed to enable your directions to be implemented. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name... Contact Daytime Telephone... Date / / 2013