raisama energy limited - asx · raisama energy limited abn 79 131 843 868 notice of general meeting...

RAISAMA ENERGY LIMITED ABN 79 131 843 868

NOTICE OF GENERAL MEETING

and

EXPLANATORY MEMORANDUM

Date of Meeting: Friday 12 April 2013 Time of Meeting: 11.00am (WST) Place of Meeting: Raisama Energy Limited Suite 1 16 Ord Street

West Perth WA 6005

This Notice of General Meeting and Explanatory Memorandum should be read in their 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.

An Independent Expert’s Report is included in this Notice of General Meeting and Explanatory Memorandum and it concludes that the subject of Resolutions 2 & 3 is not fair but reasonable to all non‐associated Shareholders.

For

per

sona

l use

onl

y

CONTENTS

Notice of General Meeting (setting out the proposed resolutions) 2

Explanatory Statement (explaining the proposed resolutions) 6

Glossary 30

Proxy Form 32

Appendix A - Independent Expert Report of Stantons International Securities 34

Appendix B - Summary of terms of Share Subscription Agreement 52

Appendix C - Summary of Albers Option Terms and Conditions 54

Appendix D - Summary of Terms and Conditions of the ESOP 55

Appendix E - Summary of Jacobs Options, Steketee Options, Durrant Options & Figurado Options Terms and Conditions 59

Appendix F - Valuation of Steketee Options and Durrant Options 62

For

per

sona

l use

onl

y


NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of Shareholders of Raisama Energy Limited ABN 79 131 843 868 (Company) will be held at the Company’s office, Suite 1, 16 Ord Street, West Perth, Western Australia at 11.00am (WST) on Friday, 12 April 2013.

The Explanatory Memorandum which accompanies and forms part of this Notice of General Meeting describes the various matters to be considered and contains a glossary of defined terms for terms that are not defined in full in this Notice of General Meeting.

AGENDA

ORDINARY RESOLUTIONS

1. Ratification of issue of 76,226,298 Shares

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue and allotment by the Company in February of 76,228,298 ordinary fully paid Shares at an issue price of $0.015 per Share as detailed in the accompanying Explanatory Memorandum."

The Company will disregard any votes cast on this resolution by the Albers Group and its associates. However, the Company need not disregard a vote 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 it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2. Approval to issue 92,830,277 Shares to the Albers Group

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

"That, subject to the passing of Resolution 3, for the purposes of ASX Listing Rule 10.11 and section 611 item 7 of the Corporations Act and for all other purposes, Shareholders approve and authorise the issue and allotment of 92,830,277 Shares at an issue price of $0.02 per Share to related parties of Mr E. Geoffrey Albers, a director of the Company, as detailed in the accompanying Explanatory Memorandum."

The Company will disregard any votes cast on this resolution by the Albers Group and its associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form or it is cast by a person who is chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form as the proxy decides.

3. Approval to grant 23,207,569 Options to the Albers Group


"That, subject to the passing of Resolution 2, for the purposes of ASX Listing Rule 7.1, ASX Listing Rule 10.11 and section 611 item 7 of the Corporations Act and for all other purposes, Shareholders approve and authorise the grant of 23,207,569 options to related parties of Mr E. Geoffrey Albers, a director of the Company, on the terms set out or described in the accompanying Explanatory Memorandum."

For

per

sona

l use

onl

y

The Company will disregard any votes cast on this resolution by the Albers Group and its associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form or it is cast by a person who is chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form as the proxy decides.

4. Approval for amendment to terms of existing options issued under the Company’s Employee Share Option Plan (ESOP)


"That, for the purposes of ASX Listing Rule 6.23.4 and for all other purposes, Shareholders approve the amendment of the terms of all options issued (but yet to be exercised) under the Company’s Employee Share Option Plan, by inserting a new term as set out in the accompanying Explanatory Memorandum.”

The Company will disregard any votes cast on this resolution by those persons that hold an option that is subject of the approval and any associate of such persons. However, the Company need not disregard a vote 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 it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

5. Re-approval of the Company’s ESOP


"That, for the purposes of ASX Listing Rule 7.2 (Exception 9) and for all other purposes, Shareholders approve the Company’s Employee Share Option Plan described in the accompanying Explanatory Memorandum and that the Directors be authorised to implement and maintain that plan and to issue options to acquire fully paid ordinary shares in the Company in accordance with its terms from time to time."

The Company will disregard any votes cast on this resolution by those persons that are either a director of the Company or a member of the Company’s key management personnel and any associate of such persons. However, the Company need not disregard a vote 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 it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

6. Approval for issue of options to Frank Jacobs


"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the issue and allotment of 25,000,000 options to Mr Frank Jacobs (or his nominee) on the terms set out or described in the accompanying Explanatory Memorandum."

The Company will disregard any votes cast on this resolution by Mr Frank Jacobs (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form or it is cast by a person who is chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form as the proxy decides.

For

per

sona

l use

onl

y

7. Approval for issue of options to D. Jeffrey Steketee


"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the issue and allotment of 10,000,000 options to Mr D. Jeffrey Steketee (or his nominee) on the terms set out or described in the accompanying Explanatory Memorandum."

The Company will disregard any votes cast on this resolution by Mr D. Jeffrey Steketee (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form or it is cast by a person who is chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form as the proxy decides.

8. Approval for issue of options to James Durrant


"That, for the purposes of ASX Listing 10.11 and for all other purposes, Shareholders approve and authorise the issue and allotment of 10,000,000 options to Mr James Durrant (or his nominee) on the terms set out or described in the accompanying Explanatory Memorandum."

The Company will disregard any votes cast on this resolution by Mr James Durrant (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form or it is cast by a person who is chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form as the proxy decides.

9. Approval for issue of options to Figurado Energy Investments Corp


"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the issue and allotment of 1,000,000 options to Figurado Energy Investments Corp, on the terms set out or described in the accompanying Explanatory Memorandum."

The Company will disregard any votes cast on this resolution by Figurado Energy Investments Corp and its associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form or it is cast by a person who is chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form as the proxy decides.

For

per

sona

l use

onl

y

SPECIAL RESOLUTION

10. Change of Company Name

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

“That, with effect on and from the date that ASIC alters the details of the Company’s registration in accordance with section 157 of the Corporations Act 2001, the name of the Company is changed to "Peak Oil & Gas Limited".

BY ORDER OF THE BOARD Raewyn Clark Company Secretary Dated: 7 March 2013

For

per

sona

l use

onl

y


EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be considered at the General Meeting of Shareholders to be held at the Company’s office, Suite 1, 16 Ord Street, West Perth, Western Australia at 11.00am (WST) on Friday, 12 April 2013.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of General Meeting. For the assistance of Shareholders, a glossary of defined terms is included at the end of this Explanatory Memorandum.

Full details of the business to be considered at this General Meeting are set out below.

Background to Resolutions 1, 2 and 3

On 31 January 2013 the Company announced the investment of $3 million by the Albers Group to acquire 34.8% of the Company on an undiluted basis under a share subscription agreement executed by the parties. Funds raised will be used to progress the South Block A Project (Indonesia), Cadlao Redevelopment Project (Philippines) plus working capital. A summary of the share subscription agreement is provided as Appendix B.

The investment is structured in two tranches as follows:

Tranche 1: 76,226,298 Shares (being the "Tranche 1 Shares")

Tranche 2: 92,830,277 Shares (being the "Tranche 2 Shares") and 23,207,569 31 December 2014 Options exercisable at $0.05 (being the "Albers Options")

Following the issue of the Tranche 1 Shares, Mr E. Geoffrey Albers and Mr Frank Jacobs were appointed by the Board as Directors. Ratification of the issue of the Tranche 1 Shares is addressed in Resolution 1. Resolutions 2 and 3 relate to the Tranche 2 Shares and Albers Options and require approval by Shareholders.

Under the share subscription agreement, the obligations of the parties in relation to the subscription for the Tranche 2 Shares and grant of the Albers Options are conditional on:

all resolutions necessary to approve and give effect to the issue and allotment of the Tranche 2

Shares and the grant of the Albers Options (including for the purposes of item 7 of section 611

of the Corporations Act) are passed at a duly convened general meeting of the shareholders of

the Company by the requisite majorities; and

the Company having entered into binding arrangements with each of D. Jeffrey Steketee, James

Durrant, David Berrie and Matthew Howison with respect to their deferred remuneration and

accrued leave entitlements.

The condition precedent relating to deferred remuneration and accrued leave entitlements has been satisfied.

For

per

sona

l use

onl

y

1. Resolution 1 – Ratification of issue of 76,226,298 Shares

On 31 January 2013 the Company announced that it had arranged a private placement of 169,058,575 Shares with the Albers Group to raise $3 million (before issue costs) in working capital. The Company also advised that this placement would be completed in two tranches. The first tranche of 76,226,298 Shares was completed on 31 January 2013 within the Company's 15% capacity in accordance with Listing Rule 7.1 plus the additional 10% capacity in accordance with Listing Rule 7.1A as approved by Shareholders at the Company’s 2012 Annual General Meeting. The second tranche of 92,830,277 Shares and 23,207,569 Options is to be completed following Shareholder approval of Resolutions 2 and 3. Resolution 1 seeks approval and ratification by Shareholders of the issue of the Tranche 1 Shares for the purposes of Listing Rule 7.4. The purpose of seeking shareholder approval and ratification of the issue of the Tranche 1 Shares in Resolution 1 is to effectively reinstate the maximum limit under the Listing Rules on the number of securities that the Company may issue in any 12 month period without Shareholder approval. In accordance with the disclosure requirements of Listing Rule 7.5, the following information is provided to Shareholders to enable them to consider and ratify the issue of the Tranche 1 Shares in Resolution 1: (a) The Tranche 1 Shares were issued on 31 January 2013.

(b) The number of Tranche 1 Shares allotted and issued was 76,226,298.

(c) The Tranche 1 Shares were issued at $0.015 per Share to raise funds for general working capital and to fund the Company's exploration program in Indonesia.

(d) The Tranche 1 Shares rank equally with all existing Shares.

(e) The allottees were related parties of the Company at the time of issue of the Tranche 1 Shares by operation of section 228(6) of the Corporations Act which deems a person to be a related party of the Company if the Company has reasonable grounds to believe that he is likely to become a related party in the future. At the time the Tranche 1 Shares were issued, the Company expected that Mr E. Geoffrey Albers would become a Director shortly after the issue of the Tranche 1 Shares. As the other allottees of the Tranche 1 Shares are controlled by Mr E. Geoffrey Albers, they were also related parties of the Company.

(f) A total of $1,143,394 (less issue costs) was raised by the issue of the Tranche 1 Shares.

(g) The Tranche 1 Shares were issued to members of the Albers Group and all allottees were exempt offerees under the Corporations Act. The Shares were issued to members of the Albers Group as follows:

Holder of Shares Number of Tranche 1 Shares

E. Geoffrey Albers 5,000,000

500 Custodian Pty Ltd (Albers Super & 20,000,000

For

per

sona

l use

onl

y

Pension Fund)

Albers Custodian Company Pty Ltd (Larsson/Albers Super & Pension Fund)

10,000,000

Hawkestone Oil Pty Ltd 31,226,298

Sacrosanct Pty Ltd (Sacrosanct Super Fund)

10,000,000

1.1 Related Party

Notwithstanding that the allottees of the Tranche 1 Shares were related parties of the Company (as discussed above), the Directors are of the view that Shareholder approval for the issue of the Tranche 1 Shares was not required because:

(a) the Tranche 1 Shares were issued on arm's length terms and section 210 of the Corporations Act applies; and

(b) the Company relied on the exception to the requirements of Listing Rule 10.11 contained in Exception 6 of Listing Rule 10.12 which is available where the person who receives securities in the Company is a related party by reason only of the transaction which is the reason for the issue of the securities and the application to it of section 228(6) of the Corporations Act.

1.2 Recommendation of Directors

Messrs Berrie, Steketee, and Durrant each recommend that Shareholders vote in favour of Resolution 1.

Messrs Albers and Jacobs, who were each Albers Group nominees to the Board, each abstain from making any recommendation to Shareholders. Mr Albers abstains from making any recommendation because he, and the allottees of the Tranche 1 Shares (who are his associates within the meaning of the Corporations Act), derive, or may derive, a benefit from the allotment and he has an interest in the outcome of the resolution. Mr Jacobs abstains from making any recommendation because he is a nominee of the Albers Group to the Board, is a consultant to the Albers Group generally and has a perceived conflict of interest and may be regarded as having an interest in the outcome of the resolution.

2. Resolutions 2 and 3 – Approval to issue Tranche 2 Shares and grant of Albers Options to the Albers Group

Resolutions 2 and 3 seek Shareholder approval for the allotment and issue of the Tranche 2 Shares announced on 31 January 2013, being 92,830,277 Shares at an issue price of $0.02 per Share to members of the Albers Group, and the grant of the Albers Options, being 23,207,569 Options to the Albers Group (Proposed Placement). The Options are to be issued to members of the Albers Group for no consideration, have an exercise price of $0.05 and have an expiry date of 31 December 2014. Further details of the terms of the Albers Options are set out in Appendix C. If approved, the Proposed Placement will take the Albers Group’s ownership to 34.8% of the Company on an undiluted basis and up to 37.8% if all Albers Options are exercised.

For

per

sona

l use

onl

y

Resolutions 2 and 3 are inter-conditional. This means that either both Resolutions pass or neither of them pass.

2.1 Overview

Pursuant to section 606(1) of the Corporation Act, a person must not acquire a Relevant Interest in the Company's Shares if, as a result of the acquisition, any person's voting power in the Company would increase from 20% or below to more than 20% or from a starting point that is above 20% and below 90%. The issue of the Tranche 2 would result in the Albers Group exceeding the 20% threshold in section 606(1) of the Corporations Act. The exercise of the Albers Options at a time when the Albers Group holds voting power of 20% or more would also fall within the prohibition in section 606(1) of the Corporations Act.

Item 7 of section 611 provides an exception to the prohibition under section 606(1) of the Corporations Act. This exception enables the Albers Group to acquire a Relevant Interest in the Company's Shares in excess of the 20% threshold if Shareholders approve the acquisition at a general meeting.

ASX Listing Rule 7.1 provides that the Company cannot issue or agree to issue equity securities without Shareholder approval where the number of equity securities issued or agreed to be issued in the preceding 12 month period and together with the new issue exceeds 15% of the number of equity securities on issue at the beginning of the 12 month period (increased by any issues undertaken in that period with Shareholder approval or under an exception to ASX Listing Rule 7.1).

A Company is not required to obtain Shareholder approval under ASX Listing Rule 7.1 where Shareholder approval is granted pursuant to item 7 of section 611 of the Corporations Act. Accordingly, Shareholder approval to issue the Tranche 2 Shares to the Albers Group is not required pursuant to Listing Rule 7.2 exception 16. Shareholder approval is being sought under Listing Rule 7.1 in respect of the grant of the Albers Options.

2.2 Independent Expert’s Report

The Company engaged Stantons International Securities (Stantons) to prepare an Independent Expert's Report on the Proposed Placement which is intended to provide Shareholders with the information that is material to the decision on how to vote on Resolutions 2 and 3.

Stantons’ opinion is that the Proposed Placement is not fair but reasonable to all non‐associated Shareholders.

A copy of Stantons’ Independent Expert’s Report is set out in Appendix A to the Explanatory Memorandum. The Directors recommend that Shareholders read the Independent Expert’s Report in its entirety before deciding whether or not to vote in favour of the Proposed Placement.

2.3 Information about Albers Group

For the purpose of this Explanatory Memorandum, the Albers Group comprises Mr E.

Geoffrey Albers and various of his associated entities who were the allottees of the Tranche 1

Shares and those additional entities who may be the allottees of the Tranche 2 Shares and

the grantees of the Albers Options. The named members of the Albers Group invest directly

in exploration tenements and listed shares in the upstream oil and gas sector. Detailed

For

per

sona

l use

onl

y

information in relation to Mr E. Geoffrey Albers and other associates of the proposed

allottees is set out in clause 2.10 below.

2.4 Statement of Albers Group’s intentions regarding the future of Company if Shareholders approve Resolutions 2 & 3

The Company understands that the Albers Group supports the Company’s corporate strategy and in particular its strategy for the Cadlao Project and the South Block A Project. The Company understands that the Albers Group intends to be a long term investor and as at the date of this Notice of General Meeting, the Company understands that Albers Group does not intend to:

a) make any significant changes to the business or affairs of the Company;

b) inject further capital into the Company other than by exercise of its Albers Options,

participation in rights issues or other pro rata equity capital raisings or unless called

upon by the Company in its best interest;

c) make any changes to the current employment arrangements of the Company's

employees other than certain modifications to the executive service contracts of Mr

Steketee and Mr Durrant which have been agreed;

d) transfer any property between the Company and Albers Group or any person

associated with them;

e) otherwise redeploy the fixed assets of the Company; or

f) change significantly the financial or dividend policies of the Company.

2.5 Voting Power of Albers Group and its associates

For the purposes of section 611 (item 7 (b)) of the Corporations Act, the following information is provided:

(a) The identity of the person proposing to make the acquisition and their associates

The Albers Group will be acquiring the Tranche 2 Shares and Albers Options.

(b) The maximum extent of the increase in that person’s voting power in the Company as a result of the acquisition

Albers Group currently holds 76,228,298 Shares. Albers Group's current voting power is 19.4% of the undiluted share capital of the Company.

As a result of the issue of the Tranche 2 Shares pursuant to Resolution 2, Albers Group’s voting power will increase from 19.4% to 34.8% of the undiluted share capital of the Company.

Under the Proposed Placement, Albers Group will acquire the Albers Options which, when exercised, will equate to a Relevant Interest in 23,207,569 Shares in addition to the Tranche 2 Shares and the 76,228,298 Shares that Albers already holds. Immediately following the exercise of the Albers Options the subject of Resolution 3, Albers Group will have a voting power of 37.8%.1

(c) The voting power that the person would have as a result of the acquisition

1 Note: this figure assumes that no other Shares are issued or Options exercised at the relevant time.

For

per

sona

l use

onl

y

As a result of the Proposed Placement, Albers Group’s voting power will be 34.8% of the undiluted share capital of the Company. Immediately following the exercise of the Albers Options the subject of Resolution 3, Albers Group will have a voting power of 37.8%.

(d) The maximum extent of the increase in the voting power of each of that person’s associates that would result from the acquisition

As a result of the Proposed Placement, the voting power of Albers Group’s associates will increase from 19.4% to 34.8% of the undiluted share capital of the Company. Immediately following the exercise of the Albers Options the subject of Resolution 3, Albers Group's associates will have a voting power of 37.8%. Albers Group's associates do not and will not hold a Relevant Interest in Shares or any voting power in Raisama other than a result of the Relevant Interest in Shares held by the Albers Group.

(e) The voting power that each of that person’s associates would have as a result of the acquisition

As a result of the Proposed Placement, the voting power of Albers Group’s associates will be 34.8% of the undiluted share capital of the Company. Immediately following the exercise of the 23, 2078,569 Options the subject of Resolution 2, Albers Group will have a voting power of 37. 8%.

2.6 Information about the Albers Options

For the purposes of Listing Rule 7.1, the following information is provided in relation to the Albers Options:

(a) The number of Albers Options to be issued is 23,207,569.

(b) The Albers Options will be issued within five business days, but in any case no later than 3 months, after the date of the meeting to which this notice relates.

(c) The Albers Options will be issued for nil consideration.

(d) All allottees are associated with the Albers Group and all allottees will be exempt offerees under the Corporations Act.

(e) The exercise price of each Albers Option is $0.05.

(f) The Albers Options expire on 31 December 2014.

(g) Shares issued on exercise of the Albers Options will have the same terms and rank equally in all respects with existing Shares in the Company and will be quoted on the ASX.

(h) A summary of the principal features of the Albers Options is attached as Appendix C to this Explanatory Memorandum.

2.7 Advantages of the Proposed Placement

The Directors are of the view that the following non-exhaustive list of advantages may be relevant to a Shareholder's decision on how to vote on Resolutions 2 and 3. Refer to section 7 of the Independent Expert's Report for further advantages:

The Proposed Placement increases the Company’s cash reserves and enables it to

develop its exploration and development programs; and

For

per

sona

l use

onl

y

The Proposed Placement is part of the wider Albers Group investment in the

Company and provides the Company with access to the Albers Group’s experienced

management team with a track record of adding shareholder value through their

sector experience and extensive industry networks.

2.8 Disadvantages of the Proposed Placement

The Directors are of the view that the following non-exhaustive list of disadvantages may be relevant to a Shareholder's decision on how to vote on Resolutions 2 and 3. Refer to section 7 of the Independent Expert's Report for further disadvantages:

Should the Proposed Placement be completed, the existing Shareholders will have

their voting power reduced. As such, the ability of the existing Shareholders to

influence decisions will be reduced accordingly;

Following the issue of the Tranche 2 Shares, Albers Group will become the largest

shareholder in the Company. In this scenario, Albers Group may have the ability to

exercise significant influence on the operations of the Company; and

Albers Group will increase its voting power from 19.4% to 34.8%, and up to 37. 8% if

the Albers Options are exercised. This may discourage a potential bidder from

proposing a control transaction in relation to the Company.

2.9 Consequences for Raisama if Resolutions 2 and 3 are not approved

If Resolutions 2 and 3 are not approved by the requisite majority of Shareholders, then:

the material advantages outlined above may not be able to be realised and Raisama

may not be able to pursue the initiatives set out in the section entitled "Advantages

of the Proposed Placement"; and

Raisama may need to pursue other funding arrangements, with no guarantee that

any such arrangements will be available, or if available, the terms on which such

funding may be provided.

2.10 Other information

Item 7 of section 611 of the Corporations Act requires the following information to be provided in this Explanatory Memorandum:

Information requirement Information/relevant section of the Explanatory Memorandum

Identity of the acquirer The allottees of the Tranche 2 Shares will be Mr E. Geoffrey Albers and some or all of the following companies who are each associates of Mr Albers within the meaning of the Corporations Act: namely, each of 500 Custodian Pty Ltd (ACN 063 878 660) (in its capacity as trustee of the Albers Super & Pension Fund); Albers Custodian Company Pty Ltd (ACN 005 473 316) (in its capacity as trustee of the Larsson/Albers Super & Pension Fund); Hawkestone Oil Pty Ltd (ABN 23 052 812 236); Sacrosanct Pty Ltd (ACN 065 333 860) (in its capacity as trustee of the Sacrosanct Super Fund); Exoil Pty Limited (ABN 40 005 572 798); Nations Natural Gas Pty Ltd (ABN

For

per

sona

l use

onl

y

45 080 165 662) and Southern Energy Pty Ltd (ABN 24 111 154 959).

Mr E. Geoffrey Albers and his associates referred to below control each of the proposed allottees they are therefore also related parties of the Company.

See section 2.3 for more information about the Albers Group.

Identity of Albers Group associates

Mr E. Geoffrey Albers is the principal shareholder and controlling director of each of the proposed corporate allottees listed above.

Mr E. Geoffrey Albers has over 35 years experience as a director and administrator in corporate law, petroleum exploration and resource sector investment. He is a law graduate of the University of Melbourne and, after being admitted in 1969 as a Solicitor of the Supreme Court of Victoria, held a corporate practicing certificate in Victoria until 2001.

Mr E. Geoffrey Albers became involved in oil exploration in 1977 and has a track record of developing significant oil and gas assets. The Yolla Gas/Condensate Field in Bass Strait, which is now being produced by Origin Energy Limited and others, was discovered as a direct result of exploration activities undertaken by companies associated with Mr E. Geoffrey Albers. Cue Energy Resources Limited, now a significant exploration and production subsidiary of Shell New Zealand, were both formed by Mr E. Geoffrey Albers in the early 1980s. Natural Gas Australia Ltd was formed by Mr E. Geoffrey Albers in 2000 and subsequently successfully merged into Santos Limited.

Mr E. Geoffrey Albers also founded ASX listed Octanex NL, MEO Australia Limited (formerly Timor Sea Petroleum NL), Bass Strait Oil Company Limited and Moby Oil & Gas Limited. Mr E. Geoffrey Albers has interests in a number of unlisted public and private companies active in exploration for oil and gas in Australian offshore waters. He is a member of the Petroleum Exploration Society of Australia. Mr E. Geoffrey Albers is presently a director of ASX listed entities; Octanex NL and Moby Oil & Gas Limited.

Mrs P J Albers, who is Mr E. Geoffrey Albers spouse, is a director and shareholder of each of 500 Custodian Pty Ltd, Albers Custodian Company Pty Ltd and Sacrosanct Pty Ltd, and is therefore an associate of those proposed allottees.

Additionally, Mr and Mrs Albers are associates of each of the proposed allottees by virtue of their directorships and/or controlling shareholders in each of such entities

For

per

sona

l use

onl

y

and by virtue of their acting in concert in relation to the proposed acquisitions by all or some of those allottees of the Tranche 2 Shares and the Albers Options.

For information purposes alone, it is disclosed that where any proposed allottee is the trustee of a superannuation fund, as referred to above, any Tranche 2 Shares and/or Albers Options any such companies acquire will be acquired by them in their capacity as trustees of those named superannuation funds. It is further disclosed that Mr and Mrs Albers are beneficiaries of each of the named superannuation funds.

Mr Graeme A Menzies is a director of Nations Natural Gas Pty Ltd and is, accordingly, an associate of that company. Mr Menzies has no legal or beneficial interest in any shares in Nations Natural Gas Pty Ltd. Mr Menzies is a solicitor practicing in the area of corporate law and is also a director of Octanex NL and Moby Oil and Gas Limited, both of which are ASX listed companies controlled by Mr E. Geoffrey Albers and his associates.

Elaine Margaret Larsson, who is Mr E. Geoffrey Albers sister, is a director of Albers Custodian Company Pty Ltd and is an associate of the company.

By virtue of his association with Mr E. Geoffrey Albers and his associates as named herein, and by virtue of his acting in concert with Mr E. Geoffrey Albers and the proposed allottees in relation to their proposed acquisition of Tranche 2 Shares and Albers Options, Mr Frank Jacobs is also, for present purposes, an Associate of each of the proposed allottees.

Mr Jacobs has over 35 years experience as a petroleum engineer and has been a director of companies in Australia, the USA and Canada since 1994.

Mr Jacobs was instrumental in building Peko Oil Ltd and Cultus Petroleum NL into significant oil and gas production companies through the acquisition of oil and gas production properties. Under the leadership of Mr E. Geoffrey Albers, Mr Jacobs as the Managing Director of listed Cue Energy Resources NL (ASX: CUE), diversified its oil and gas portfolio and pursued new ventures (1994 – 1998).

Mr Jacobs was the Managing Director of Anzoil NL (2000 – 2001). Between 2002 and 2009 Mr Jacobs assisted Canadian juniors with acquisitions focused on the Gulf of Mexico and put together an offshore drilling consortium in Thailand.

In 2009 with Triangle Energy (Global) Limited (ASX: TEG),

For

per

sona

l use

onl

y

Mr Jacobs was responsible for the acquisition of Pase Production Sharing Contract in Aceh Province, Indonesia.

Mr Jacobs has been an independent advisor/consultant since retiring from Triangle in 2010.

None of the Albers Group’s associates have a relevant interest in any Shares other than those held by the Albers Group.

The voting power the Albers Group and its associates would have as a result of the acquisition

See section 2.5.

ASIC Regulatory Guide 74 requires the following information to be provided in this Explanatory Memorandum:

Information requirement Information/relevant section of the Explanatory Memorandum

Reasons for the proposed allotment of Tranche 2 Shares and grant of Albers Options to Albers Group

See section entitled "Background to Resolutions 1, 2 and 3".

When the proposed allotment of Tranche 2 Shares and grant of Options to Albers Group is to occur

The proposed allotment of Tranche 2 Shares and grant of Albers Options to Albers is to occur within 3 Business Days after Shareholders approve Resolutions 2 and 3.

Material terms of the proposed allotment of Tranche 2 Shares and grant of Albers Options to Albers Group

See Appendix B and Appendix C.

Details of the terms of any other relevant agreements between Albers Group and the Company (or any of their associates) that is conditional on (or directly or indirectly depends on) Shareholders' approval of the proposed allotment of Shares and grant of Options

Not applicable.

A statement of the acquirer's intentions regarding the future of the Company if Shareholders agree to the Proposed Placement

See section 2.4.

For

per

sona

l use

onl

y

Interests of directors in the acquisition or any relevant agreement

See section 2.11 regarding the interest of Mr E. Geoffrey Albers.

The identity, associations (with the allottee, purchaser or vendor and with any of their associates), qualifications and relevant professional or commercial experience, and interest in the acquisition or any relevant agreement of any person who it is intended will become a director if the Shareholders agree to the allotment.

Following the issue of the Tranche 1 Shares, Mr E. Geoffrey Albers and Mr Jacobs became Directors. There are no further proposed appointees to the Board in connection with, or dependent upon, the approval or otherwise of the transactions being put to Shareholders for approval by resolutions 2 or 3.

The recommendation of each director as to whether the non-associated Shareholders should agree to the allotment, and the reasons for that recommendation or otherwise.

See section 2.15.

An analysis of whether the proposal is fair and reasonable in the context of the interest of the Shareholders other than those involved in the Proposed Placement.

The Company engaged Stantons to prepare the Independent Expert's Report to assess whether the Proposed Placement is fair and reasonable to Shareholders not associated with the Proposed Placement. A copy of the Independent Expert's Report is contained in Appendix A. Stantons’s opinion is that the Proposed Placement is not fair but reasonable to all non‐associated Shareholders.

2.11 Application of Chapter 2E of the Corporations Act

The allotment of the Tranche 2 Shares and the grant of the Albers Options is a related party transaction within the meaning of Chapter 2E of the Corporations Act.

As stated above under Section 210 of the Corporations Act states:

“Member approval is not needed to give a financial benefit on terms that:

(a) ǿƻǳƭŘ ōŜ ǊŜŀǎƻƴŀōƭŜ ƛƴ ǘƘŜ ŎƛǊŎǳƳǎǘŀƴŎŜǎ ƛŦ ǘƘŜ ǇǳōƭƛŎ ŎƻƳǇŀƴȅ ƻǊ Ŝƴǘƛǘȅ ŀƴŘ ǘƘŜ ǊŜƭŀǘŜŘ ǇŀǊǘȅ ǿŜǊŜ ŘŜŀƭƛƴƎ ŀǘ ŀǊƳΩǎ ƭŜƴƎǘƘΤ ƻǊ

(b) are less favourable to the related party than the terms referred to in paragraph (a).” (Emphasis added.)

The Board has formed the view that shareholders approval of the placement of the Tranche 2 Shares or the grant of the Albers Options is not required under Chapter 2E of the Corporations Act, because the transaction is on arm’s length terms and section 210 of the Corporations Act applies. In forming this view, the Board had regard, among other things, to the opinion of Stantons in the Independent Expert’s Report that the placement of the

For

per

sona

l use

onl

y

Tranche 2 Shares and the Albers Options is not fair but reasonable to all non-associated Shareholders.

It is noted however, that those matters are being approved for other reasons and for the purpose of ensuring full disclosure, the following information is provided in accordance with section s219 of the Corporations Act:

a) The related parties to whom a financial benefit will be given under Resolutions 2 and 3 are Mr E. Geoffrey Albers and the proposed allottees named herein who are his associates within the meaning of section 228 of the Corporations Act;

b) The Proposed Placement gives Mr E. Geoffrey Albers and those of his associates who may be the allottees of the Tranche 2 Shares and the Albers Options, the financial benefit of subscribing for 92,830,277 Shares and 23,207,569 Options for a total consideration of $1,856,605, which is below the current market value of those securities.

c) The directors make the following disclosures and recommendations in relation to resolutions 2 and 3:

Messrs Berrie, Steketee and Durrant have no interest in the outcome of resolutions 2 and 3 and recommend that members approve each of resolutions 2 and 3, as the proposed placement of the Tranche 2 Shares and the placement of the Albers Options are each part of the wider Albers Group investment in the Company and increase the Company’s cash reserves, enabling it to develop its exploration and development programs.

Messrs Albers and Jacobs have an interest in the outcome of resolutions 2 and 3 and each abstains from making any recommendation to Sharheolders in relation to either resolution. Mr Albers abstains from making any recommendation because he and the allottees of the Tranche 2 Shares and the Albers Options (who are his associates within the meaning of the Corporations Act), will, or may, derive a benefit from the allotment of those shares and grant of those options as herein disclosed and Mr Albers has an interest in the outcome of each of the resolutions. Mr Jacobs abstains from making any recommendation because he is a nominee of the Albers Group to the Board, is a consultant to the Albers Group generally and has a perceived conflict of interest and may be regarded as having an interest in the outcome of the resolution.

2.12 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the Proposed Placement involves the issue of securities to a related party of the Company, shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

2.13 Disclosure requirements relating to issue of Tranche 2 Shares under ASX Listing Rule 10.13

As required to be disclosed by ASX Listing Rule 10.13 in relation to the issue and allotment of the Tranche 2 Shares pursuant to resolution 2 on the accompanying Notice of Meeting:

For

per

sona

l use

onl

y

a) The Tranche 2 Shares will be issued to the proposed named allottees, who are all associates of Mr E. Geoffrey Albers. As previously disclosed herein each of Mr E. Geoffrey Albers and each of the proposed allottees is a related party of the Company.

b) The number of Tranche 2 Shares to be issued is 92,830,277;

c) The Tranche 2 Shares are proposed to be issued within five business days after the date of the meeting, but in any case will be issued no later than 1 month after the date of the meeting to which the accompanying notice of meeting relates;

d) The Tranche 2 Shares will each be issued at an issue price of $0.02 (2 cents) per share for a total consideration of $1,856,605. The shares will be ordinary shares and will rank equally in all respects with all other ordinary shares on issue in the Company. Application will be made for the Tranche 2 Shares to be quoted on the ASX;

e) The proposed allottees of the Tranche 2 Shares will be Mr E. Geoffrey Albers and some or all of the following companies who are each associates of Mr E. Geoffrey Albers within the meaning of the Corporations Act: namely, each of 500 Custodian Pty Ltd (ACN 063 878 660) (in its capacity as trustee of the Albers Super & Pension Fund); Albers Custodian Company Pty Ltd (ACN 005 473 316) (in its capacity as trustee of the Larsson/Albers Super & Pension Fund); Hawkestone Oil Pty Ltd (ABN 23 052 812 236); Sacrosanct Pty Ltd (ACN 065 333 860) (in its capacity as trustee of the Sacrosanct Super Fund); Exoil Pty Limited (ABN 40 005 572 798); Nations Natural Gas Pty Ltd (ABN 45 080 165 662) and Southern Energy Pty Ltd (ABN 24 111 154 959);

f) Funds raised from the issue of the Proposed Placement Shares will be used for general working capital and to fund the Company’s exploration program in Indonesia;

g) In accordance with the requirements of ASX Listing Rule 10.13, the Company advises that it will disregard any votes cast on Resolution 2 of the Notice of Meeting by any proposed allottee of any of the Tranche 2 Shares and any associate of any of them within the meaning of the Corporations Act 2001.

However, the Company will not disregard a vote if:

i) it is cast by any such person or any of its associates as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

ii) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2.14 Disclosure requirements relating to issue of Albers Options under ASX Listing Rule 10.13

As required to be disclosed by ASX Listing Rule 10.13 in relation to the grant of the Albers Options pursuant to resolution 3 on the accompanying Notice of Meeting:

a) The Albers Options will be granted to the proposed named allottees, who are all Associates of Mr E. Geoffrey Albers. As previously disclosed herein each of Mr E. Geoffrey Albers and each of the proposed allottees is a related party of the Company;

b) The number of Albers Options to be granted is 23,207,569;

c) The Albers Options are proposed to be issued within five business days after the date of the meeting, but in any case will be issued no later than 1 month after the date of the meeting to which the accompanying notice of meeting relates;

d) Options will be granted for nil consideration;

For

per

sona

l use

onl

y

e) The proposed allottees of the Albers Options will be Mr E. Geoffrey Albers and some or all of the following companies who are each Associates of Mr Albers within the meaning of the Corporations Act: namely, each of 500 Custodian Pty Ltd (ACN 063 878 660) (in its capacity as trustee of the Albers Super & Pension Fund); Albers Custodian Company Pty Ltd (ACN 005 473 316) (in its capacity as trustee of the Larsson/Albers Super & Pension Fund); Hawkestone Oil Pty Ltd (ABN 23 052 812 236); Sacrosanct Pty Ltd (ACN 065 333 860) (in its capacity as trustee of the Sacrosanct Super Fund); Exoil Pty Limited (ABN 40 005 572 798); Nations Natural Gas Pty Ltd (ABN 45 080 165 662) and Southern Energy Pty Ltd (ABN 24 111 154 959).

f) The exercise price of each Albers Option is $0.05;

g) Each Albers Option expires on 31 December 2014;

h) Shares issued on exercise of the Albers Options will rank equally in all respects with existing ordinary Shares in the Company then on issue in the capital of the Company. Application will be made for such shares to be quoted on the ASX;

i) No funds will be raised from the placement of the Albers Options but any funds raised from their exercise will be used by the Company for working capital purposes;

j) A summary of the principal features of the Albers Options is attached as Appendix C to this Explanatory Memorandum; and

k) In accordance with the provisions of Chapter 2E of the Corporations Act 2001 and the requirements of ASX Listing Rule 10.13 the Company advises that it will disregard any votes cast on Resolution 3 on the notice of meeting by any proposed grantee of any of the Albers Options and any associate of any of them within the meaning of the Corporations Act 2001.





Clause 2.11(c) above sets out the directors recommendations in relation to each of resolutions 2 and 3 on the accompanying Notice of Meeting.

2.16 Other Information

Other than as set out in this Explanatory Memorandum, there is no other material information known to the Company that would affect Shareholders’ decision as to how they should vote in relation to either of resolutions 2 or 3 on the accompanying Notice of Meeting.

For

per

sona

l use

onl

y

3. Resolution 4 – Approval for amendment to terms of existing options issued under the Company’s Employee Share Option Plan (ESOP)

3.1 Background

Resolution 4 seeks to amend the terms of Options which have been issued under the ESOP but which have yet to be exercised. This resolution does not seek approval for the issue of further Options under the ESOP, nor does it seek to change the vesting conditions, the exercise price or the expiry date of the Options.

The amendment proposed is the introduction of a cashless exercise of Options mechanism. If approved, this mechanism will enable a participant in the ESOP, at its election (but subject to approval by the Board at its sole and absolute discretion), to exercise a proportion of their vested Options not by way of payment of the applicable exercise price, but rather by choosing to forfeit a number of Options such that they exercise the proportion of Options that results in them receiving the number of Shares as represents the positive difference between the exercise price and the Share price at the time of exercise, with the number of Shares allocated based on the Share price at exercise. Note that Share price at time of exercise means the average market price of the Shares (weighted by reference to volume) sold in the ordinary course of trading on ASX during the five trading days before the date on which the Options are exercised.

The changes to the ESOP were approved by way of Board resolution on 8 February 2013. However, in order for that amendment to apply retrospectively to the terms of existing unexercised Options, Shareholder approval is required under ASX Listing Rule 6.23.4, as explained below.

The amendments will:

not change the fundamental entitlements of Option holders;

simply assist Option holders from a cash flow perspective if they choose to exercise their Options in a cashless manner;

leave an Option holder who chooses to deal with their Options in a cashless manner in the same economic position as if they had exercised all of their Options, paid the relevant total exercise price, and disposed of some of their Shares equal in value to that total exercise price;

result in less Shares being issued upon exercise of existing Options, to the benefit of Shareholders, with less dilution of their own shareholdings; and

but deprives the Company of funding it would otherwise receive by way of the exercise price.

The following example demonstrates how the cashless exercise of existing Options would operate:

100,000 Options have vested and are to be exercised by a participant in the ESOP.

Those Options were granted with an exercise price of $0.05.

We assume that the Company’s Share price is $0.15 as at the date of the exercise of those Options.

For

per

sona

l use

onl

y

If the participant was to exercise those Options as currently provided in the ESOP, the participant will be required to pay a total exercise price of $5,000 (being $0.05 per Option multiplied by 100,000 Options) and 100,000 Shares will then be issued to the participant. The net economic position for the participant based on the above is $10,000 being $15,000 worth of Shares less the total exercise price of $5,000.

If the participant was able to deal with their Options through a cashless exercise mechanism, then rather than paying the above total exercise price, after forfeiting an appropriate number of Options, upon exercise, the participant would be issued 66,666 Shares. The net economic position for the participant is the same: $10,000, being 66,666 Shares multiplied by the Share price as at the date of exercise of those Options ($0.15). The key advantage for Shareholders being that only 66,666 Shares would be issued instead of 100,000 Shares, as per a standard exercised Option.

Options issued in the future under the ESOP will be issued with a cashless exercise mechanism as per the terms of the ESOP set out in Appendix D to this Explanatory Memorandum.

There are currently 100,000 Options which have been issued but have not been exercised or forfeited under the ESOP that will obtain the benefit of the cashless exercise mechanism if this Resolution 4 is passed.

3.2 Requirement for Shareholder approval

ASX Listing Rule 6.23.4 provides that a change to the terms of the Options can only be made if holders of ordinary securities approve the change.

Shareholder approval is being sought to approve the amendment to the terms of Options already issued under the ESOP so that the Company will satisfy ASX Listing Rule 6.23.4.


The Directors recommend that Shareholders vote in favour of Resolution 4.

4. Resolution 5 – Re-approval of the Company’s ESOP

The ESOP was first approved by Shareholders at the Company’s 2011 Annual General Meeting on 25 November 2011. The introduction of a cashless exercise of Options mechanism (the subject of Resolution 4) if approved, will amend the terms of the ESOP in a material manner, so the Company has therefore decided to seek re-approval for the ESOP at this time.

4.1 Requirement for Shareholder approval

ASX Listing Rule 7.1 imposes a limit on the number of equity securities (including options to acquire shares) that a company can issue without shareholder approval. Generally, a company must not, without shareholder approval, issue in any 12 month period, a number of equity securities that is more than 15% of the number of fully paid ordinary shares on issue 12 months before the issue.

The number of equity securities that may be issued by a company under ASX Listing Rule 7.1 without shareholder approval is not impacted by the equity securities that are issued under an exception contained in ASX Listing Rule 7.2 or which have received shareholder approval.

For

per

sona

l use

onl

y

Under ASX Listing Rule 7.2 (Exception 9), an issue of equity securities under an employee incentive scheme (such as the proposed ESOP) made without shareholder approval is effectively treated as having been made with shareholder approval if, within three years before the issue, Shareholders had approved the issue of equity securities under the scheme for the purposes of ASX Listing Rule 7.2 (Exception 9).

Resolution 5 seeks Shareholder approval, for the purposes of ASX Listing Rule 7.2 (Exception 9 (b)), and for all other purposes, of the ESOP and the issue of Options.

The approval of Resolution 5 will provide the Company with the maximum flexibility to undertake equity raisings, or equity funded acquisitions as the requirement to obtain Shareholder approval at the time of issue, could limit the Company’s ability to take advantage of opportunities that may arise.

If Resolution 5 is passed, all Options issued by the Company under the ESOP for a period of 3 years from the date of the approval will be excluded from the 15% limit imposed by ASX Listing Rule 7.1 and accordingly, the Company's 15% headroom under Listing Rule 7.1 will not be consumed by Option grants under the ESOP. In the absence of such Shareholder approval, the issue of Options under the ESOP can still occur, but those Options will be counted as part of the 15% limit which would otherwise apply during the 12 month period.

4.2 Key terms of the ESOP

600,000 Options have been issued under the ESOP since the ESOP was initially approved by Shareholders at the Company’s 2011 Annual General Meeting on 25 November 2011. As announced on 25 February 2013, 500,000 Options issued under the ESOP have been forfeited which leaves a remaining 100,000 Options which have been issued but have not been exercised under the ESOP.

The objectives of the ESOP are:

a) attract, motivate and retain key employees; and

b) incentivise key employees to improve the performance of the Company and its return to Shareholders.

A summary of the terms of the ESOP is set out in Appendix D to this Explanatory Memorandum. A copy of the full terms of the ESOP can be obtained by contacting the Company Secretary.


The Directors and their associates are excluded from voting on Resolution 5. Accordingly, the Directors make no recommendation in relation to Resolution 5.

5. Resolution 6 – Approval for grant of Options to Frank Jacobs

5.1 Background

The Company has agreed, subject to Shareholder approval, to grant Mr Jacobs (or his nominee) 25,000,000 options (Jacobs Options) on the terms and conditions set out below.

The Jacobs Options were agreed to as an effective "sign on" bonus that will form part of the total remuneration package for Mr Jacobs.

Resolution 6 seeks Shareholder approval for the grant of the Jacobs Options.

For

per

sona

l use

onl

y

5.2 Application of Chapter 2E of the Corporations Act

For a public company to give a financial benefit to a related party of the public company, the public company must:

(a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

For the purposes of Chapter 2E, Mr Jacobs is a related party of the Company by virtue of his position as a Director.

The grant of Jacobs Options constitutes giving a financial benefit to a related party.

However, the Directors (other than Mr Frank Jacobs, who has a material personal interest in Resolution 6 and Mr E. Geoffrey Albers, of whom Mr Jacobs is an associate) are of the view that the proposed issue of the Jacobs Options will fall under exceptions to the provisions in Chapter 2E.

The Directors (other than Mr Jacobs and Mr E. Geoffrey Albers) consider that shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of the Jacobs Options because the grant of the Jacobs Options to Mr Jacobs constitutes reasonable remuneration in accordance with Section 211 of the Corporations Act.



As the grant of the Jacobs Options involves the issue of securities to a related party of the Company, shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

5.4 Information required by ASX Listing Rule 10.13

(a) The Jacobs Options will be granted to Mr Frank Jacobs (or his nominee). Mr Frank Jacobs is a related party by virtue of being a Director of the Company;

(b) The number of Jacobs Options to be issued is 25,000,000;

(c) The Jacobs Options are proposed to be issued within five business days after the date of the meeting, but in any case will be issued no later than 1 month after the date of the meeting to which the accompanying notice of meeting relates;

(d) The Jacobs Options will be granted for nil consideration;

(e) The grantee of the Jacobs Options is Mr Frank Jacobs (or his nominee);

For

per

sona

l use

onl

y

(f) The exercise price of each Jacobs Option is $0.05, however the holder of the Jacobs Options may elect not to pay the exercise price and instead exercise the options in a cashless manner in which case the number or shares issued on the exercise of the Jacobs Options will be calculated using the cashless exercise formula outlined in Appendix E;

(g) Each Jacobs Option options expires on 31 December 2014;

(h) Shares issued on exercise of the Jacobs Options will rank equally in all respects with existing Shares in the Company then on issue in the capital of the Company. Application will be made for such shares to be quoted on the ASX;

(i) No funds will be raised from the Placement of the Jacobs Options. No funds will be raised from the exercise of the Jacobs Options if they are exercised on a cashless basis under the terms of the Steketee Options and Durrant Options. However, any funds which may be raised from their exercise will be used by the Company for working capital purposes;

(j) A summary of the principal features of the Jacobs Options is attached as Appendix E to this Explanatory Memorandum; and

(k) In accordance with the provisions of Chapter 2E of the Corporations Act 2001 and the requirements of Listing Rule 10.13 the Company advises that it will disregard any votes cast on Resolution 6 on the notice of meeting by Frank Jacobs within the meaning of the Corporations Act 2001.




Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of the Jacobs Options as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of the Jacobs Options will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.


The Directors (other than Mr Frank Jacobs, who has a material personal interest in Resolution 6 and Mr E. Geoffrey Albers, of whom Mr Jacobs is an associate) recommend that Shareholders vote in favour of Resolution 6.

6. Resolutions 7 and 8 – Approval for grant of Options to D. Jeffrey Steketee and James Durrant

6.1 Background

The Company has agreed, subject to shareholder approval, to grant Mr Steketee (or his nominee) 10,000,000 options (Steketee Options) and Mr Durrant (or his nominee) 10,000,000 options (Durrant Options) for no consideration on the terms and conditions set out below.

For

per

sona

l use

onl

y

The Company has agreed to grant the Steketee Options and Durrant Options (subject to shareholder approval) as partial satisfaction of past remuneration owing to Messrs Steketee and Durrant in their roles as Managing Director and Technical Director, respectively and in recognition of Mr Steketee and Mr Durrant agreeing to waive a portion of the past remuneration owing to them. A valuation of the Steketee Options and Durrant Options is included in Appendix F.

As outlined in Appendix F, the value of each parcel of options compared to the amount of remuneration discharged is as follows:

Option Parcel Value of Option Parcel Value of Remuneration Discharged

Mr D. Jeffrey Steketee - Steketee Options

$33,970 $126,232

Mr James Durrant - Durrant Options

$33,970 $126,440

Total $67,940 $252,672

Resolutions 7 and 8 seek shareholder approval for the grant of the Steketee Options and Durrant Options.

6.2 Chapter 2E of the Corporations Act

A summary of Chapter 2E is included in section 5 above.

For the purposes of Chapter 2E, each of Messrs Steketee and Durrant are related parties of the Company by virtue of his position as a Director.

The grant of Steketee Options and Durrant Options constitutes giving a financial benefit to a related party.

The Directors (other than Messrs Steketee and Durrant, who have a material personal interest in Resolutions 7 and 8 respectively) consider that shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of the Steketee Options and Durrant Options because the grant of the options to Messrs Steketee and Durrant constitutes reasonable remuneration in accordance with Section 211 of the Corporations Act. In considering this matter the Directors (other than Messrs Steketee and Durrant) had regard to the value of the Steketee Options and Durrant Options (as outlined in Appendix F) compared to the amount of remuneration discharged.



As the grant of the Steketee Options & Durrant Options involves the issue of securities to a related party of the Company, shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

For

per

sona

l use

onl

y

6.4 Information required by ASX Listing Rule 10.13

(a) The Steketee Options will be granted to Mr D. Jeffrey Steketee (or his nominee) and the Durrant Options will be granted to Mr James Durrant (or his nominee). Messrs Steketee and Durrant are related parties by virtue of being Directors of the Company;

(b) The number of Options to be granted is 20,000,000, as follows:

Related Party Total Number of Options

Mr D. Jeffrey Steketee (Steketee Options) 10,000,000

Mr James Durrant (Durrant Options) 10,000,000

Total 20,000,000

(c) The Steketee Options and Durrant Options are proposed to be issued within five business days after the date of the meeting, but in any case will be issued no later than 1 month after the date of the meeting to which the accompanying notice of meeting relates;

(d) The Steketee Options and Durrant Options will be issued for nil consideration;

(e) The grantee of the Steketee Options is Mr D. Jeffrey Steketee (or his nominee) and the grantee of the Durrant Options is Mr James Durrant (or his nominee);

(f) The exercise price of each Steketee Option and each Durrant Option is $0.05, however the holders of the Steketee Options and the Durrant Options may elect not to pay the exercise price and instead exercise the options in a cashless manner in which case the number or shares issued on the exercise of the Steketee Options or Durrant Options will be calculated using the cashless exercise formula outlined in Appendix E;

(g) Each Steketee Option and each Durrant Option expires on 31 December 2014;

(h) Shares issued on exercise of the Steketee Options and Durrant Options will rank equally in all respects with existing Shares in the Company then on issue in the capital of the Company. Application will be made for such shares to be quoted on the ASX;

(i) Any funds raised from the exercise of the Steketee Options and Durrant Options will be used by the Company for working capital purposes. No funds will be raised if the Steketee Options and Durrant Options are exercised on a cashless basis under the terms of the Steketee Options and Durrant Options;

(j) A summary of the principal features of the Options is attached as Appendix E to this Explanatory Memorandum;

(k) In accordance with the provisions of Chapter 2E of the Corporations Act 2001 and the requirements of Listing Rule 10.13 the Company advises that it will disregard any votes cast on Resolution 7 on the notice of meeting by Mr D. Jeffrey Steketee and any associate of Mr Steketee within the meaning of the Corporations Act 2001.

For

per

sona

l use

onl

y




(l) In accordance with the provisions of Chapter 2E of the Corporations Act 2001 and the requirements of Listing Rule 10.13 the Company advises that it will disregard any votes cast on Resolution 8 on the notice of meeting by Mr James Durrant and any associate of Mr Durrant within the meaning of the Corporations Act 2001.




Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of the Steketee Options and the Durrant Options as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of the Steketee Options and the Durrant Options will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

6.5 Consequences for Raisama if Resolutions 7 and 8 are not approved

If Resolution 7 is not approved, the deferred remuneration which would be discharged by the issue of the Steketee Options, being $126,232, will remain payable by the Company to Mr Steketee.

If Resolution 8 is not approved, the deferred remuneration which would be discharged by the issue of the Durrant Options, being $126,440, will remain payable by the Company to Mr Durrant.


The Directors (other than Messrs Steketee and Durrant, who have a material personal interest in Resolutions 7 and 8) recommend that Shareholders vote in favour of Resolutions 7 and 8.

7. Resolution 9 – Approval for grant of Options to Figurado Energy Investments Corp

7.1 General

Resolution 9 seeks Shareholder approval for the allotment and issue of 1,000,000 options to Figurado Energy Investments Corp (Figurado Options) for no consideration on the terms and conditions set out below.

Figurado Energy Investments Corp manages the Company’s Philippine interests and the options for which approval is sought are issued as payment for their management services.

For

per

sona

l use

onl

y

ASX Listing Rule 7.1 provides that the Company cannot issue or agree to issue equity securities without shareholder approval where the number of equity securities issued or agreed to be issued in the preceding 12 month period together with the new issue exceeds 15% of the number of equity securities on issue at the beginning of the 12 month period (increased by any issues undertaken in that period with shareholder approval or under an exception to ASX Listing Rule 7.1).

If Shareholder approval is obtained under Resolution 9, the issue of the Figuardo Options and the issue of Shares on the exercise of the Figuardo Options will be excluded from the calculation of the 15% limit under ASX Listing Rule 7.1. This will provide the Company with flexibility during the next 12 month period to issue further equity securities without seeking further shareholder approval.

The following information is required by ASX Listing Rule 7.3 for the purposes of Shareholder approval under ASX Listing Rule 7.1:

(a) The number of Figurado Options to be issued is 1,000,000;

(b) The Figurado Options are proposed to be issued within five business days after the date of the meeting, but in any case will be issued no later than 3 months, after the date of the meeting to which the accompanying notice of meeting relates;

(c) The Figurado Options will be issued for nil consideration;

(d) The grantee of the Figurado Options is Figurado Energy Investments Corp;

(e) The exercise price of each Figurado Option is $0.05, however the holder of the Figurado Options may elect not to pay the exercise price and instead exercise the options in a cashless manner in which case the number or shares issued on the exercise of the Figurado Options will be calculated using the cashless exercise formula outlined in Appendix E;

(f) Each Figurado Option expires on 31 December 2014;

(g) Shares issued on exercise of the Options will rank equally in all respects with existing Shares in the Company then on issue in the capital of the Company. Application will be made for such shares to be quoted on the ASX;

(h) Any funds raised from the exercise of the Figurado Options will be used by the Company for working capital purposes. No funds will be raised if the Options are exercised on a cashless basis under the terms of the Figurado Options;

(i) A summary of the principal features of the Figuardo Options is attached as Appendix E to this Explanatory Memorandum; and

(j) In accordance with the provisions of Listing Rule 7.3, the Company advises that it will disregard any votes cast on Resolution 9 on the notice of meeting by Figurado Energy Investments Corp or any associate of Figurado Energy Investments Corp within the meaning of the Corporations Act 2001.



For

per

sona

l use

onl

y



The Directors recommend that Shareholders vote in favour of Resolution 9.

8. Resolution 10 – Approval for change of Company Name

8.1 General

The Directors of the Company have resolved, subject to Shareholder approval, to change the Company’s name to “Peak Oil & Gas Limited” and Resolution 10 seeks Shareholder approval for that change in accordance with section 157 of the Corporations Act.

The Directors wish to re-brand the business with a name that better reflects the core petroleum focus of the Company. Peak Oil & Gas Limited is a name with significant history for the Company, as its principal assets were owned under the Peak Oil & Gas Limited name prior to Raisama/Peak transaction in April 2011.

Resolution 10 is a Special Resolution and, as such, requires approval of 75% of the votes cast by Shareholders entitled to vote on the Resolution, in order to be passed.

If Resolution 10 is approved by Shareholders, the change of name will take effect from the date on which ASIC updates its register, which may take several weeks following the General Meeting. The Company’s ASX ticker code will be also be changed to PKO.


The Directors recommend that the Shareholders vote in favour of Resolution 10.

For

per

sona

l use

onl

y

GLOSSARY OF TERMS

In this Explanatory Memorandum the following expressions have the following meanings:

“Albers Group” means, collectively, Mr E. Geoffrey Albers and entities associated with or controlled by him.

"Board" means the board of Directors of the Company.

"Company" means Raisama Energy Limited ABN 79 131 843 868.

"Constitution" means the Company's constitution from time to time.

"Corporations Act" means the Corporations Act 2001 (Cth).

"Directors" means the directors of the Company from time to time.

"Explanatory Memorandum" means this explanatory memorandum that accompanies and forms part of the Notice.

“Independent Expert Report” means the Independent Expert Report of Stantons International Securities included as Appendix A to this Explanatory Memorandum.

“Listing Rule” means a Listing Rule of ASX Limited.

"Meeting" or "General Meeting" means the general meeting of Shareholders of the Company convened by the Notice.

"Notice" or "Notice of General Meeting" means the notice of general meeting which accompanies this Explanatory Memorandum.

“Option” means an option to acquire a Share in the Company.

"Relevant Interest" has the meaning given to that term in sections 608 and 609 of the Corporations Act.

"Resolution" means a resolution referred to in the Notice.

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

"Shareholder" means a shareholder of the Company.

“Tranche 1 Shares” means 76,226,298 Shares to be issued to members of the Albers Group.

“Tranche 2 Shares” means 92,830,277 Shares to be issued to members of the Albers Group

"WST" means Western Standard Time in Western Australia.

For

per

sona

l use

onl

y

PROXY AND VOTING ENTITLEMENT INSTRUCTIONS

PROXY INSTRUCTIONS

Shareholders are entitled to appoint up to two individuals or bodies corporate to act as proxies to attend and vote on their behalf. Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the Shareholder's voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at or sent by facsimile transmission to the Company's office, PO Box 1255, West Perth WA 6872, +61 8 6143 1818, not less than 48 hours before the time for holding the Meeting, or adjourned meeting as the case may be, at which the individual or body corporate named in the proxy form proposes to vote.

The proxy form must be signed by the Shareholder or his/her attorney duly authorised in writing or, if the Shareholder is a corporation, in a manner permitted by the Corporations Act.

The proxy may, but need not, be a Shareholder of the Company.

In the case of Shares jointly held by two or more persons, all joint holders must sign the proxy form.

A proxy form is attached to this Notice.

VOTING ENTITLEMENT

For the purposes of determining voting entitlements at the Meeting, Shares will be taken to be held by the persons who are registered as holding the Shares at 5.00pm (WST) on Friday, 5 April 2013. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

For

per

sona

l use

onl

y


PROXY FORM

The Company Secretary Raisama Energy Limited, PO Box 1255, West Perth WA 6872 Facsimile +61 8 6143 1818

I/We ____________________________________________________________________________

of ____________________________________________________________________________

being a Shareholder/(s) of Raisama Energy Limited ("Company") and entitled to

Shares in the Company

hereby appoint ______________________________________________________________

of ____________________________________________________________________________

or failing him/her/it ________________________________________________________________

of ____________________________________________________________________________

or failing him/her/it the Chairman as my/our proxy to vote for me/us and on my/our behalf at the General Meeting of the Company to be held at Suite 1, 16 Ord Street, West Perth, Western Australia at 11.00am (WST) on Friday, 12 April 2013 and at any adjournment thereof in respect of ________________________ of my/our Shares or, failing any number being specified, ALL of my/our Shares in the Company.

If two proxies are appointed, the proportion of voting rights this proxy is authorised to exercise is [ ]%. (An additional proxy form will be supplied by the Company on request.)

If you wish to indicate how your proxy is to vote, please tick the appropriate places below. If no indication is given on a Resolution, the proxy may abstain or vote at his/her/its discretion.

In relation to undirected proxies, the Chairman intends to vote in favour of all of the Resolutions.

If the Chairman is appointed as your proxy, or may be appointed as your proxy by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in the box.

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of a Resolution/s and that votes cast by him other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the Resolution and your votes will not be counted in calculating the required majority if a poll is called on the Resolution.

I/we direct my/our proxy to vote as indicated overleaf:

For

per

sona

l use

onl

y

ORDINARY RESOLUTIONS FOR AGAINST ABSTAIN

1. Ratification of issue of 76,226,298 Shares

2. Approve issue of 92,830,277 Shares

3. Approve grant of 23,207,569 Options

4. Approve amendment to existing ESOP Options

5. Re-approval of the Company’s ESOP

6. Approve issue of Options to Frank Jacobs

7. Approve issue of Options to D. Jeffrey Steketee

8. Approve issue of Options to James Durrant

9. Approve issue of Options to Figurado Energy Investments Corp

SPECIAL RESOLUTION

10. Approve Change of Company Name

As witness my/our hand/s this day of 2013

If a natural person:

SIGNED by ) ) ________________________________

in the presence of:

________________________________ Witness

________________________________ Name (Printed)

If a company:

EXECUTED by ) in accordance with its ) constitution )

__________________ ___________________ Director Director/Secretary

__________________ ___________________ Name (Printed) Name (Printed)

If by power of attorney:

SIGNED for and on behalf of by under a Power of Attorney dated and who declares that he/she has not received any revocation of such Power of Attorney in the presence of :

) ) ) ) ) )

________________________ __________________________ Signature of Attorney Signature of Witness

For

per

sona

l use

onl

y

APPENDIX A

IER Report from Stantons

Page 3п

For

per

sona

l use

onl

y

PO Box 1908

West Perth WA 6872

Australia

Level 2, 1 Walker Avenue

West Perth WA 6005

Australia

Tel: +61 8 9481 3188

Fax: +61 8 9321 1204

ABN: 84 144 581 519

AFS Licence No: 418019

www.stantons.com.au

Liability limited by a scheme approved

under Professional Standards Legislation

15 February 2013 The Directors Raisama Energy Limited Suite 1, 16 Ord Street WEST PERTH WA 6005

Dear Sirs Summary of Conclusions

RESOLUTIONS 2 AND 3 ARE ON BALANCE, CONSIDERED TO BE NOT FAIR BUT REASONABLE TO THE NON ASSOCIATED SHAREHOLDERS OF RAISAMA AT THE DATE OF THIS REPORT.

RE: RAISAMA ENERGY LIMITED (“RAISAMA” OR “THE COMPANY”) (ABN 79 131 843 868) ON THE

PROPOSAL TO ISSUE OF 92,830,277 SHARES AT 2 CENTS EACH TO THE ALBERS GROUP OF COMPANIES (“ALBERS”) AS NOTED BELOW TO RAISE $1,856,606, AND TO ISSUE 23,207,569 SHARE OPTIONS IN RAISAMA EXERCISABLE AT 5 CENTS PER OPTION EXPIRING ON 31 DECEMBER 2014 TO THE ALBERS GROUP OF COMPANIES. MEETING PURSUANT TO SECTION 611 (ITEM 7) OF THE CORPORATIONS ACT 2001 (“TCA”).

1. Introduction 1.1 We have been requested by the Directors of Raisama to prepare an Independent Expert’s

Report to determine the fairness and reasonableness of Resolution 2 relating to the proposal to issue a total of 92,830,277 ordinary shares (“Subscription Shares” or “Tranche 2 Shares”) in Raisama at an issue price of 2 cents each gross $1,856,606, and to determine the fairness and reasonableness of Resolution 3 relating to the issue of 23,207,569 Raisama share options exercisable at 5 cents per option expiring on 31 December 2014 to the Albers group of companies (“The Subscription Options”). The Albers group of companies encompass Ernest Geoffrey Albers, 500 Custodian Pty Ltd, Albers Custodian Company Pty Ltd, Hawkestone Oil Pty Ltd and Sacrosanct Pty Ltd (“Albers”).

On 31January 2013, the Company announced a capital raising of $3,000,000 by issuing shares to Albers in two tranches. Tranche 1 related to the issue of 76,226,298 shares at 1.5 cents each to Albers to raise a gross $1,143,394 and these Tranche 1 Shares were issued on 31 January 2013 so that Albers’ shareholding in Raisama increased to approximately 19.39% from Nil% (“Tranche 1 shares”). It is proposed as part of Resolution 2 to the Notice of Meeting (“Notice”) to be issued to Raisama shareholders in late February 2013, that Raisama will, subject to shareholder’s approval, issue a further 92,830,277 Tranche 2 Shares at 2.0 cents each to Albers to raise a gross $1,856,606 so that Albers shareholding will move over the 20% mark to approximately 34.79%, and as part of Resolution 3 to the Notice to issue 23,207,569 Raisama share options exercisable at 5 cents per option expiring on 31 December 2014. Resolutions 2 and 3 in the Notice and the Explanatory Statement attached to the Notice refer to further details. The proposed issue of 92,830,277 Tranche 2 Shares to Albers is referred to in this report as the “Subscription”.

1.2 The Subscription is conditional, on inter-alia, non associated shareholders passing an

ordinary Resolution approving the issue of, and the acquisition of a relevant interest in, the Subscription Shares by Albers and its associates for the purposes of and in accordance with section 611 (item 7) of TCA.

Page 3р

For

per

sona

l use

onl

y

1.3 Following completion of the Subscription, Albers who currently holds 76,226,298 shares in Raisama (after the completion of the issue of the Tranche 1 Shares), would own a total of 169,056,575 shares in Raisama representing approximately 34.79% of the then shares on issue (assuming no other share issues). There would be 485,895,247 Raisama shares on issue.

1.4 Should the Subscription Options be issued to Albers and all the Subscription Options be

subsequently exercised, Raisama would raise an additional $1,160,378 whilst Albers’ shareholding, assuming no other share issues or exercise of options, would increase to 192,264,144 Raisama share on issue, representing approximately 37.77% of the total issued capital in Raisama.

1.5 A notice prepared in relation to a meeting of shareholders convened for the purposes of

section 611 (Item 7) of TCA should be accompanied by an independent expert's report stating whether it is fair and reasonable to approve the issue of 92,830,277 Subscription Shares to Albers at 2 cents each to raise a gross $1,856,606 and to issue 23,207,569 Subscription Options exercisable at 5 cents per option expiring on 31 December 2014. To assist shareholders in making a decision on the proposal outlined in Resolutions 2 and 3 of the Notice the directors have requested that Stantons International Securities prepare an Independent Expert's Report, which must state whether, in the opinion of the Independent Expert, the proposals under Resolutions 2 and 3 are fair and reasonable to the non-associated shareholders of Raisama.

1.6 Apart from this introduction, this report considers the following:

Summary of opinion Implications of the proposals Corporate history and nature of business Future direction of Raisama Basis of valuation of Raisama shares Premium for control Consideration as to fairness and reasonableness Conclusion as to fairness and reasonableness Sources of information Appendix A and Financial Services Guide

1.7 In determining the fairness and reasonableness of the transaction pursuant to Resolutions

2 and 3 we have had regard to the definitions set out by the Australian Securities and Investments Commission (“ASIC”) in its Regulatory Guide 111, “Content of Expert Reports”. The Regulatory Guide 111 states that an opinion as to whether an offer is fair and/or reasonable shall entail a comparison between the offer price and the value that may be attributed to the securities under offer (fairness) and an examination to determine whether there is justification for the offer price on objective grounds after reference to that value (reasonableness). The concept of “fairness” is taken to be the value of the offer price, or the consideration, being equal to or greater than the value of the securities in the above mentioned offer. Furthermore, this comparison should be made assuming 100% ownership of the “target” and irrespective of whether the consideration is scrip or cash. An offer is “reasonable” if it is fair. An offer may also be reasonable, if despite not being ”fair”, there are sufficient grounds for security holders to accept the offer in the absence of any higher bid before the close of the offer. It also states that, where an acquisition of shares by way of an allotment is to be approved by shareholders pursuant to section 611 (Item 7) of TCA, it is desirable to commission a report by an independent expert stating whether or not the proposal is fair and reasonable, having regards to the proposed allottees and whether a premium for potential control is being paid by the allottees. Regulatory Guide 111 also provides that such an allotment should involve a comparison of the advantages and disadvantages likely to accrue to non associated shareholders if the transactions proceed compared with if they do not.

Page 3с

For

per

sona

l use

onl

y

Accordingly, our report in relation to Resolution 2 comprising the approval to issue 92,830,277 Subscription Shares and in relation to Resolution 3 being the proposed issue of 23,207,569 Subscription Options to Albers is concerned with the fairness and reasonableness of the proposals with respect to the existing non-associated shareholders of Raisama and whether Albers is paying a premium for control.

Summary of Opinion 1.8 For the purposes of section 611 (item 7) of TCA, in relation to the approval to issue

92,830,277 Subscription Shares to Albers, and the 23,207,569 Subscription Options in our opinion taking into account the factors noted elsewhere in this report including the factors (positive, negative and other factors) noted in section 7 of this report, the proposal as outlined in paragraph 1.1 and Resolutions 2 and 3 may on balance collectively be considered to be not fair but reasonable at the date of this report.

2. Implications of the Proposals 2.1 As at 12 February 2013, there are 393,064,970 ordinary fully paid shares on issue in

Raisama (inclusive of the placement of Tranche 1 Shares to Albers). The significant registered fully paid shareholders as at 31 January 2013, based on the top 20 shareholders list were believed to be:

No. of fully

paid shares % of issued fully

paid shares Albers* 76,226,298 19.39 Sagepark Holdings Pty Ltd 30,587,727 7.78 Pontia Pty Ltd** 30,587,727 7.78 Heibei Mining (Australia) Holdings Pty Ltd 27,745,959 7.06 Peter Smedvig 13,636,363 3.47 178,784,074 45.48

*The Albers holding consists of the accumulated shareholdings held by Ernest Geoffrey Albers, 500 Custodian Pty Ltd, Albers Custodian Company Pty Ltd, Hawkestone Oil Pty Ltd and Sacrosanct Pty Ltd, and are treated as one shareholder for the purposes of our report. **The total number of shares held includes associated holdings of Pontia Pty Ltd, namely holdings held by Mr James Durrant & Mrs Monica Durrant.

Prior to the issue of the 76,226,298 Tranche 1 Shares, the Albers Group had nil shares in Raisama. The Albers Group paid Raisama $1,143,394 for the Tranche 1 Shares. The top 20 shareholders, assuming the Albers controlled shareholdings as one shareholder, at 31 January 2013 owned approximately 66.00% of the ordinary issued capital of the Company. The next largest shareholders after Albers are Sagepark Holdings Pty Ltd (“Sagepark”) and Pontia Pty Ltd (“Pontia”), companies that are controlled by Jeff Steketee (the managing director of Raisama) and James Durrant (director of Raisama) respectively. Both Sagepark and Pontia own approximately 7.78% each of the current issued capital of Raisama.

2.2 As at 12 February 2013, the following unlisted share options are outstanding:

- 5,000,000 options exercisable at 35 cents each by 30 June 2013; - 16,500,000 options exercisable at 35 cents each by 31 December 2013; - 200,000 options exercisable at 40 cents each by 31 December 2014; - 17,800,000 options exercisable at 50 cents each by 31 December 2014; - 600,000 options exercisable at 5 cents by 1 August 2015; and - 20,000,000 options exercisable at 28 cents by 25 November 2016.

2.3 Following completion of the Subscription (of the 92,830,277 Subscription Shares), Albers

would own 169,056,575 shares in Raisama representing approximately 34.79% of the then shares on issue (assuming no other share issues). The Company will raise $1,856,606 from the Subscription. Should the Subscription Options (23,207,569 Subscription Options exercisable at 5 cents per option expiring on 31 December 2014) be issued to Albers, and

Page 3т

For

per

sona

l use

onl

y

all of the Subscription Options be exercised, assuming no other exercise of options, Albers would own 192,264,144 shares in Raisama representing approximately 37.77% of the then shares on issue. The Company would raise a further $1,160,378 from the issue and subsequent exercise of all Subscription Options.

2.4 We understand that the Subscription monies raised will be used to continue its exploration

program and progress its program on its projects in Indonesia and the Philippines. 2.5 Mr Geoffrey Albers and Mr Frank Jacobs, both nominees of Albers, were appointed as

directors of Raisama on 5 February 2013. The Subscription Agreement refers to the right for Albers to nominate 2 nominees to the Board of Raisama but defers the right for Albers to demand further directors to the Board of Raisama. It is noted that Raisama’s Chairman, Mr David Berrie has agreed to resign upon completion of Tranche 2. Further new directors may be appointed in the future depending on the progress of the Indonesian and Philippine projects.

3. Corporate History and Nature of Business 3.1 Raisama is listed on the ASX and is a resource company primarily focused on the

exploration and development of oil and gas projects in Indonesia and the Philippines as well as the pursuit of new opportunities. The Company’s projects are as follows:

The offshore Cadlao Oil project (“Cadlao”), located in the North West Palawan

Basin in the Philippines contains an estimated 6 mmbbls of oil in which Raisama has a 16.25% net participating interest. The Company, has also entered into a farmin agreement with Blade Petroleum (“Blade”), to earn a further 50% net participating interest in the Cadlao Project, however the parties are in dispute regarding the financing and the ability of Raisama to pay future cash calls. Management is focused on negotiating a settlement with Blade. Surrounding the Cadlao project, Raisama has also secured a farmin to earn a direct 32.2% working interest in the SC6B “Bonita” block (“Bonita”). It is estimated should the dispute be resolved to the satisfaction of all parties, first oil would be available in late in the first half of 2014. Shareholders should read the public announcements made to the ASX on the Cadlao Oil Project; and

The onshore South Block A (“SBA Project”) oil and gas exploration play located in Northern Sumatra in Indonesia. Raisama, through its 75% interest in REE Pte Ltd, which in turn holds a 51% working interest in SBA, has a net 38.25% interest in this project, and it is envisaged that exploration drilling would commence in the first half of 2014.

3.2 A summarised reviewed balance sheet of the Raisama Group as at 31 December 2012 is

outlined in paragraph 5.4.1 of this report. 4. Future Directions of Raisama 4.1 We have been advised by the directors and management of Raisama that:

The immediate short-term plan is to complete the Subscription to raise $1,856,606 and such funds will be used to expend funds on drilling and exploration of the SBA Project and Cadlao Project;

Other than the potential resignation of the Chairman, Mr David Berrie, pending successful completion of the Subscription, the composition of the Board of directors of Raisama is not proposing to change in the near future as outlined in paragraph 2.5;

No dividend policy has been set and it is not proposed to be set until such time as the Company is profitable and has a positive cash flow; and

The Company will need to raise further capital if required to develop the Cadlao and SBA Projects and any other oil and gas or mineral projects that it may acquire an interest in.

Page 3у

For

per

sona

l use

onl

y

5. Basis of Valuation of Raisama

5.1 Shares 5.1.1 In considering the proposals as outlined in Resolution 2, we have sought to determine

whether the issue price of the Subscription Shares to Albers is in excess of the current fair value of the shares in Raisama on issue and whether the proposed Subscription is at a price that Raisama could make to unrelated third parties and then conclude whether the proposal is fair and reasonable to the existing non associated shareholders of Raisama.

5.1.2 The valuation methodologies we have considered in determining a theoretical value of an Raisama share are:

capitalised maintainable earnings/discounted cash flow; takeover bid - the price at which an alternative acquirer might be willing to offer; adjusted net asset backing and windup value; and the recent market prices of Raisama shares.

5.2 Capitalised maintainable earnings and discounted cash flows. 5.2.1.1 Raisama currently does not have a reliable cash flow or profit history from a business

undertaking and therefore this methodology is not considered to be appropriate. The Company is currently developing and exploring the Cadlao and SBA Projects respectively. Whilst proved and probable oil reserves at the Cadlao Project have been estimated by an independent expert (5.64MMstb of which Raisama is entitled to 16.25%), it may be too early to use a discounted cash flow model given the uncertainty regarding the legal action and any effects thereof impacting upon Raisama and its working interest in Cadlao. It is noted that the SBA Project does not have any proved and probable reserves thus far. Pending successful and acceptable negotiation regarding the dispute between Blade and Raisama, preliminary evaluations undertaken by the Company however indicate that there is a likelihood that the Cadlao Project will proceed. The Cadlao and SBA Projects cannot proceed without further expenditure and ultimately further funds for capital and working capital expenditure. Currently, Raisama does not have sufficient funds to complete full exploration of the SBA Project and development of the Cadlao Project.

5.3 Takeover Bid 5.3.1 It is possible that a potential bidder for Raisama could purchase all or part of the existing

shares, however no certainty can be attached to this occurrence. To our knowledge, there are no current bids in the market place however that is not to say a bid may not be made in the future. However, if all of the 92,830,277 Subscription Shares are issued, Albers would control approximately 34.79% of the expanded ordinary issued capital of Raisama before the exercise of any outstanding share options, Subscription Options and other share issues.

5.4 Adjusted Net Asset Backing 5.4.1 As there is no intention to wind up the Company, we have not considered wind up values

for the purposes of this report. A summary of the un-audited consolidated statement of financial position as at 31 December 2012 of Raisama is summarised below along with a pro-forma consolidated statement of financial position after allowing for the following:

the issue of 76,226,298 Tranche 1 shares at 1.5 cents each to Albers, on 1 February

2012; the issue of 92,830,277 Subscription Shares at 2 cents each to Albers (we have ignored

the potential issue and conversion of Subscription Options); and the allowance of $50,000 for costs relating to the Notice which have been expensed.

Page 3ф

For

per

sona

l use

onl

y

Un-audited Adjusted

31 December 2012

$000’s

Tranche 1 Shares Pro-

forma un-audited

31 December 2012

$000’s

Subscription Shares Pro-

forma un-audited

31 December 2012

$000’s

Current assets Cash and cash equivalents 835 1,978 3,785 Receivables 119 119 119 954 2,097 3,904 Non-current assets Trade and Other Receivables 1,083 1,083 1,083 Plant and equipment 158 158 158 Oil and Gas Deferred Exploration expenditure

1,243

1,243

1,243

Oil and Gas development expenditure

7,521 7,521 7,521

Mineral exploration project acquisition costs

189

189

189

10,194 10,194 10,194 Total assets 11,148 12,291 14,098 Current liabilities Trade and other payables 2,011 2,011 2,011 2,011 2,011 2,011 Total liabilities 2,011 2,011 2,011 Net Assets 9,137 10,280 12,087 Equity

Issued capital 31,886 33,029 34,886 Reserves 1,049 1,049 1,049 Accumulated losses (23,798) (23,798) (23,848) Net Equity 9,137 10,280 12,087

5.4.2 The unaudited book net tangible asset backing as at 31 December 2012 (as adjusted)

equates to approximately 2.88 cents per share based on 316,838,672 ordinary shares on issue as at that date. Post issue of the 76,226,298 Tranche 1 Shares, which raised a gross $1,143,394, the unaudited adjusted net tangible asset backing, equates to 2.62 cents per share based upon 393,064,970 ordinary shares issued. After the proposed issue of the 92,830,277 Subscription Shares to raise a gross $1,856,606, the net book asset backing per share may approximate 2.49 cents (485,895,247 shares on issue).

5.4.3 We have accepted the book amounts of Raisama for all current assets and non-current

assets. We have been assured by the management of Raisama that they believe the carrying value of all current assets and liabilities at 31 December 2012 are fair and not materially misstated. We note that included in the net assets of Raisama are capitalised oil and gas deferred exploration expenditure, oil and gas development expenditure and mineral exploration project acquisition costs primarily relating to the Cadlao and SBA Projects. An external technical valuation of the mineral assets of Raisama has not been undertaken in the past year. The Company needs to raise significant sums to continue with its exploration and development programmes on the SBA and Cadlao Projects, respectively.

Page пл

For

per

sona

l use

onl

y

5.5 Market Price of Raisama Fully Paid Ordinary Shares 5.5.1 We set out below a summary of share prices of Raisama since 1 August 2012 to 12

February 2013.

2012

High Cents

Low Cents

Last Sale Cents

Volumes Trade

(000’s) August 2.8 2.2 2.4 8,331 September 2.4 2.0 2.2 10,453 October 2.6 2.1 2.3 6,578 November 2.4 1.8 2.2 3.156 December 2.0 1.3 1.7 2,877 2013 January 2.5 1.3 1.6 6,561 February (to 12th) 3.8 2.0 2.4 34,550 The price of a Raisama share is dependent on a number of factors including, inter alia, the announcements on the Cadlao Project and the successful resolution of the dispute between Blade and Raisama, the cash position, demand for the Company’s shares and oil prices (as the Cadlao Project and the SBA Project are primarily oil plays) and exchange rates. On the last trading day immediately prior to the announcement of the proposed placement of shares (Tranche 1 Shares and the Subscription Shares) to the Albers group of companies (31 January 2013) to raise a total of $3,000,000, the shares were trading at 2 cents. Since the announcement on 31 January 2013 of the proposed Subscription and the Tranche 1 Shares (which have been issued) to the Albers group of companies, the shares have traded between 2 cents and 3.8 cents (last sale on 12 February 2013 was 2.4 cents).

5.5.2 No independent valuations have been prepared on the oil and gas prospects of Raisama

and we do not consider it necessary to obtain an independent valuation of the oil and gas prospects for the purposes of this report. We note that the market has been informed of all of the current projects, joint ventures and farm in/farm out arrangements entered into between Raisama and other parties. We also note it is not the present intention of the Directors of Raisama to liquidate the Company and therefore any theoretical value based upon wind up value or even net book value (as adjusted), is just that, theoretical. The shareholders, existing and future, must acquire shares in Raisama based on the market perceptions of what the market considers a Raisama share to be worth. It is noted that before the Company entered into negotiations with Albers on 12 December 2012 regarding the possible funding of Raisama, the Company’s share price was trading at 1.7 cents per share, with the share price decreasing to a minimum of 1.3 cents and a maximum of 2.5 cents in the period up to the announcement of the fundraising with Albers on 31 January 2013. Further analysis of the movement in the closing share price reveals that the Raisama shares maintained a steady value of between 1.7 cents to 1.8 cents per share in the period from 12 December 2012 up to 20 December 2012 on relatively thin trading volumes. Upon the 20 December 2012 ASX announcement regarding a query from the ASX as to the disclosure of the SC6B Bonita farm in), the share price decreased immediately from 1.8 cents to 1.6 cents per Raisama share. The corresponding period from 21 December 2012 through to 18 January 2013, saw the share price oscillate between 1.3 cents to 1.5 cents per share again on relatively thin volumes of shares traded. Despite no ASX announcements being made to the market, the oil price remaining relatively steady, the share price increased from 1.5 cents (from the 18 January 2013) to a high of 2.5 cents per share up to the date (31 January 2013) of the ASX announcement of the Tranche 1 Shares and Subscription Share funding secured through the Albers group.

The market capitalisation of Raisama as at 12 February 2013 was approximately $9.4 million that is roughly the same capitalisation as the un-audited net equity position as noted above of around $10.28 million as at 31 December 2012 (after adjusting for the Tranche 1 Shares). In the case of Raisama, the monthly volume of trades over the last six months on the ASX is enough to argue that an orderly market exists for the Company’s shares. The

Page пм

For

per

sona

l use

onl

y

“market” arguably is fully informed of the Company’s activities, notwithstanding that approximately 66.00% of the shares are under the control of twenty shareholders (and five shareholders control 45.48% as at 31 January 2013).

We are of the opinion that it is fair to use a range of market values over the past three months as one of the indicators of what a Raisama share is worth but this is not exclusive as we have also considered the net asset backing of the Company and the probability that the share price may continue to fall in the near future without a rise in oil prices, continued positive announcements on the agreement of the Cadlao dispute with Blade, the prospectivity of the Cadlao and SBA Projects in the Philippines and the ability of the Company to raise funds. It is noted that further drilling and exploration and feasibility studies are being undertaken at the moment to determine whether to proceed to development, as well as the dispute between Blade and Raisama being settled. Indications to date have been positive on both the intention to settle the dispute and the ongoing announcements regarding drilling at the SBA Project and the development of the Cadlao Project.

As at 31 December 2012, the net cash position of the Company approximates $835,000

and this would have been reduced by administration costs and on-going exploration costs post 31 December 2012. The Company’s financial position is insufficient to continue exploration and evaluation of its SBA Project and funding of the Cadlao Project as well as to pay new administration and corporate costs without a significant inflow of funds via a capital raising or loan funds. Although the $3,000,000 may be sufficient to continue progressing the Cadlao and SBA Projects in the interim, unless resolution of the dispute with Blade and new funding for the Cadlao Project results in the payment of approximately $6.5 million to Raisama as tentatively agreed between the parties.

5.5.3 Generally, the market is a fair indicator of what a share is worth, however the theoretical

technical value based on the underlying value of assets and liabilities may be lower or higher. Based on the adjusted un-audited 31 December 2012 book values of Raisama assets, Raisama has a value per share (2.88 cents) significantly higher than the proposed issue price of the 2 cents proposed under the Subscription and the theoretical technical value may be higher. The true or recoverable values of the capitalised oil and gas assets may be higher than book values depending on whether they could be successfully exploited through their sale or through further exploration and development.

5.6 Preferred value of Raisama fully paid shares (range) to arrive at fairness conclusion 5.6.1 Notwithstanding the excellent prospectivity of the Cadlao Project, without cash the

Company cannot continue to farm in into the Project and conduct further exploration and evaluation on the SBA Project and the share price may fall below current levels. As noted above, the market is kept fully informed of the operations of the Company and thus the pre announcement share price is a fair indicator of what the market considers the Company’s shares to be worth. Even though the net asset backing is higher than the above range, the Company cannot exploit its main assets (held in the books at approximately $8.95 million as at 31 December 2012) without further cash and thus we have not put a great weighting on to the asset backing approach. In conclusion, we consider that the fair value of a Raisama fully paid share falls in the range of 1.3 cents to 2.5 cents that is the range of share prices since 12 December 2012 through to 31 January 2013, with a preferred value of 1.9 cents per share. As stated, the share prices do not necessarily reflect fair values in the current economic circumstances of the Company. If funds can be raised, and the dispute between Blade and Raisama can be settled and thus further development of the Cadlao Project proceeds, then arguably the fair value of a Raisama share may be in excess of the current share price (12 February 2013) of around 2.4 cents and the proposed issue price of the Subscription Shares of 2.0 cents as envisaged in Resolution 2. The share price in the future is unknown but it may be fair to say that if the dispute issues surrounding the Cadlao Project between Blade and Raisama are resolved, which could yield approximately $6.5 million to Raisama in settlement, and/or the Cadlao Project did proceed to production then it is likely that the share price would be higher than the 12 February 2013 price of around 2.4 cents and thus higher than the 2 cent Subscription price payable by Albers for the Subscription Shares.

Page пн

For

per

sona

l use

onl

y

5.6.2 The future value of a Raisama share will depend upon, inter alia:

The future Resolution of the dispute between Blade and Cadlao as well as the commercialisation of the existing oil and gas interests and in particular the Cadlao and SBA Projects;

The state of the oil and other commodities and markets (and prices) and foreign exchange rates;

Cash position of Raisama; The state of Australian and overseas stock markets; Membership and control of the Board and the composition and quality of management; General economic conditions; and Liquidity of shares in Raisama.

6. PREMIUM FOR CONTROL 6.1 Premium for control for the purposes of this report, has been defined as the difference

between the price per share, which a buyer would be prepared to pay to obtain or improve a controlling interest in the Company and the price per share which the same person would be required to pay per share, which does not carry with it control or the ability to improve (increase) control of the Company.

6.2 Under TCA, control may be deemed to occur when a shareholder or group of associated

shareholders control more than 20% of the issued capital. In this case, if Albers subscribed for 92,830,277 Subscription Shares at 2 cents each, Albers’ shareholding in Raisama could increase from 19.39% (was nil% before the issue of the Tranche 1 Shares) to approximately 34.79% of the expanded issued capital of Raisama. Accordingly, we have addressed whether a premium for control will be paid.

6.3 The market value of a Raisama share pre announcement of the proposal lies in the range

of approximately 1.3 cents to 2.5 cents, with a preferred value of 1.9 cents per share, with the net book asset backing disclosing a significantly higher value. The value of the 92,830,277 Subscription Shares that would be issued to Albers at 2 cents per share would lie in the range of $1,206,794 to $2,320,757 compared with the Subscription value of 2 cents per share ($1,856,606). The issue price of the Subscription Shares is 2 cents each is less than the last traded price of 2.5 cents on 31 January 2013 which is not at a premium to the last sale price of a Raisama share (last sale price prior to the announcement of the Subscription proposal with Albers). Therefore, Albers is not considered to be paying a premium for potential control. It is noted that on an un-audited net asset backing basis, the value per share is over 2.88 cents compared with the Subscription price by Albers of 2 cents per ordinary Raisama share. On such a basis (net asset backing) Albers again would not be paying a premium for control

6.4 We note that currently Albers does not have Board control of Raisama and following the

passing and consummation of Resolutions 2 and 3, there is no immediate change to the Board, other than the Chairman, Mr David Berrie agreeing to resign post consummation of the Subscription. Changes may be made (including having further Albers Board representatives) in the event that further financing is obtained (that may involve Albers).

7. Fairness and Reasonableness of the Proposed Subscription 7.1 We set out below some of the advantages and disadvantages and other factors pertaining

to the proposed issue of 92,830,277 Subscription Shares and 23,207,569 Subscription Options to Albers pursuant to Resolutions 2 and 3 of the Notice.

Advantages 7.2 By entering into the proposals with Albers, Raisama increases its cash reserves (it will raise

a further $1,856,606), and has the potential to further increase its cash reserves by $1,160,378 should Albers convert all of the Subscription Options. Obtaining access to a significant amount of cash funds in the current environment is difficult and thus the

Page по

For

per

sona

l use

onl

y

Company and its shareholders should benefit. This should alleviate cash flow concerns in the immediate future, and position the Company to fund its operations.

7.3 In the event that the Subscription and Subscription Options via the proposal with Albers are not completed or the Company cannot raise adequate working capital from other sources, there is the likelihood that should the dispute be resolved between Blade and Raisama in favour of Raisama, the participation of Raisama in the Cadlao Project may be curtailed until such time as new funds are raised. In the current market it is still difficult for exploration companies such as Raisama to raise equity. It is our understanding that discussions were held with other interested parties with a view to raising capital. We have been advised that management has considered that the best proposal put to them was the proposal with Albers.

7.4 There is an incentive for Albers to ensure Raisama becomes a viable oil and gas

exploration and development company as Albers will continue to have a significant shareholding interest in Raisama and have the ability to convert Subscription Options at a price of 5 cents per option, thus incentivising Albers to promote the performance of the Company. Albers is taking a risk in investing further funds into Raisama as to a large extent, Raisama’s future share price may be determined by the resolution of the dispute with Blade as well as exploitation and/or commercial success (or otherwise) of its projects (including the Cadlao and SBA Projects in the Philippines and Indonesia respectively). There is a huge incentive for Albers to make Raisama a successful company and have the share price rise considerably. All shareholders would benefit from a rise in the share price.

7.5 The proposal with Albers is also likely to provide Raisama with greater access to Albers’

experienced management team with a track record of cost management and operations improvement.

7.6 It is normal for brokerage fees to be approximately up to 6% of the cash raised. In the case

of the proposed Subscription, no commissions are payable and the only costs are estimated not to exceed $50,000 (relating to our costs, legal costs and costs of holding the shareholders meeting to approve the Subscription).

7.7 The exercise price of the Subscription Options (5 cents each) is in excess of the share

prices of a Raisama share over the past six months to 12 February 2013 (1.3 cents to 3.8 cents).

Disadvantages 7.8 The issue price of the Subscription Shares is 2 cents that is not at a premium to the last

sale price of a Raisama share traded on ASX on 30 January 2013 (last sale price prior to the announcement of the Subscription proposal with Albers).

7.9 The number of fully paid ordinary shares on issue initially rises from 393,064,970 to

485,895,247 on completion of the Subscription, with a further potential 23,207,569 options that can be converted by Albers. This represents a potential approximate 29.52% increase in the ordinary shares of the Company from the shares on issue as at 31 January 2013 (on 393,064,970 shares).

7.10 An influential shareholding of the Company is being given to Albers, without the payment of

a premium for control. Albers may have voting control of approximately 34.79% of the expanded issued capital in Raisama pending the successful ratification of Resolution 2 being the issuance of the Subscription Shares (assuming no other share issues or exercise of options in Raisama). Should Resolution 2 be passed, Albers’ shareholding would increase by 15.4% from 19.39% to 34.79% of the expanded issue capital of Raisama. The existing non associated shareholders would be diluted from their current 80.61% to 65.21% (in the absence of any further capital raisings). Albers may ultimately have voting control of approximately 37.77% of the expanded ordinary issued capital after the successful ratification and implementation of Resolution 3 (being the potential exercise of all of the Subscription Options and assuming no other share issues). This is an increase of approximately 18.38% from the current shareholding of 19.39% to 37.77%. Existing

Page пп

For

per

sona

l use

onl

y

Page пр

shareholders would be diluted further so that in the absence of any further capital raisings, the existing non associated shareholders interest could reduce from 80.61% to 62.23%.

7.11 There is always the possibility that the value of the shares may be in excess of the

Subscription price of 2 cents per share particularly if further medium term finance can be arranged. The Raisama closing share price as at 12 February 2013, being 2.4 cents per share, exceeds the Subscription share price of 2 cents per share. The un-audited asset backing per share prior to the Subscription is in excess of 2.62 cents per share and this is again in excess of the Subscription price per share.

Other Factors 7.12 Having a cornerstone investor such as Albers has advantages but it may also limit the

opportunity for other parties to bid for all or part of the shares in Raisama in the future. However, a takeover bid for the Company cannot be completely ruled out.

7.13 There is no guarantee that the legal dispute with Blade over Raisama’s farmin to a 50% net

participating interest in the Cadlao Project will conclude favourably for Raisama. Accordingly, Albers is taking a risk by investing funds into Raisama. In the event of an unfavourable outcome, Raisama may have to divest itself of the direct 50% net participating interest in the Cadlao Project at an agreed formula, whereby funds received may be less than the amount currently capitalised on the balance sheet for the direct 50% net participating interest in Cadlao Project. Negotiations between the parties point towards the dispute potentially being resolved by Raisama receiving approximately $6.5 million. At this point in time it is not certain that this outcome may eventuate. Should the outcome be favourable, the Company will need to raise further capital and possibly debt in relation to its 16.25 indirect interest in the Cadlao Project. In addition, should the dispute with Blade over the direct 50% net participating interest in the Cadlao Project result in Raisama receiving approximately $6.5 million, the share value of Raisama may be re-rated to reflect the cash at the disposal of the Company as well as the perceived value attributed to its 16.25% indirect interest in the Cadlao Project together with the adjoining Bonita farmin.

7.14 There is no guarantee that, should the Subscription Options be issued to Albers as part of

Resolution 3, Albers will exercise those Subscription Options, and therefore inject additional funds into Raisama. However, if the shares are exercised, Raisama will receive a cash inflow of $1,160,378.

7.15 The 23,207,569 Subscription Options are exercisable at 5 cents per option on or before 31

December 2014. The exercise price of 5 cents per each Subscription Option is currently in excess of the current market value of 2.6 cents (as at 11 February 2013), but may be higher or lower at date of exercise of the Subscription Options.

8. Conclusion as to Fairness and Reasonableness

8.1 After taking into account the factors referred to in section 7 above and elsewhere in this report, we are of the opinion that the proposed approval of the issue of 92,830,277 Subscription Shares at 2 cents per share and 23,207,569 Subscription Options at an exercise price of 5 cents per option expiring on 31 December 2014 to Albers, as noted in paragraph 1.1 and Resolutions 2 and 3 in the Notice may be considered, on balance, collectively to be not fair but may be considered reasonable to the non associated shareholders of Raisama as it is deemed that Albers will not be paying a premium for control at the date of this report.

9. Sources of Information 9.1 In making our assessment as to whether the proposals to issue 92,830,277 Subscription

Shares to Albers at 2 cents each, and 23,207,569 Subscription Options exercisable at 5 cents per option expiring on 31 December 2014 as outlined in paragraph 1.1 are fair and reasonable, we have reviewed relevant published available information and other unpublished information of the Company and its oil and gas assets that is relevant to the

For

per

sona

l use

onl

y

current circumstances. In addition, we have held discussions with the management of Raisama about the present and future operations of the Company. Statements and opinions contained in this report are given in good faith but in the preparation of this report, we have relied in part on information provided by the directors and management of Raisama.

9.2 Information we have received includes, but is not limited to:

draft Notices and Explanatory Statement to Shareholders of Raisama prepared to 15 February 2013;

the Subscription Agreement between Raisama and Hawkestone Oil Pty Ltd of 31 January 2013;

discussions with management and a director of Raisama; details of historical market trading of Raisama ordinary fully paid shares recorded by

ASX for the period 1 August 2012 to 12 February 2013; shareholding details of Raisama as at 31 January 2013; announcements made by Raisama to the ASX from 1 May 2012 to 15 February 2013; preliminary cash flow forecasts of Raisama to December 2013; audited accounts of Raisama for the year ended 30 June 2012 and un-audited accounts

of Raisama for the six months ended 31 December 2012; details as disclosed on the Company’s web site to 15 February 2013; and draft independent technical project review report on the Cadlao Project of August 2012.

9.3 Our report includes Appendix A and our Financial Services Guide attached to this report. Yours faithfully STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD (Trading as Stantons International Securities)

Martin Michalik Director

Page пс

For

per

sona

l use

onl

y

APPENDIX A AUTHOR INDEPENDENCE This annexure forms part of and should be read in conjunction with the report of Stantons International Audit and Consulting Pty Ltd trading as Stantons International Securities dated 15 February 2013, relating to the proposals pursuant to Resolutions 2 and 3 outlined in the Notice of Meeting of Shareholders of Raisama. At the date of this report, Stantons International Securities does not have any interest in the outcome of the proposals. There are no relationships with Raisama other than acting as an independent expert for the purposes of this report. There are no existing relationships between Stantons International Securities and the parties participating in the transactions detailed in this report which would affect our ability to provide an independent opinion. The fee to be received for the preparation of this report is based on the time spent at normal professional rates plus out of pocket expenses is estimated not to exceed $15,000 (excluding GST). The fee is payable regardless of the outcome. With the exception of that fee, neither Stantons International Securities nor Martin Michalik and John Van Dieren have received nor will or may they receive any pecuniary or other benefits, whether directly or indirectly for or in connection with the making of this report. Stantons International Securities and Stantons International Audit and Consulting Pty Ltd or any directors of Stantons International Audit and Consulting Pty Ltd do not hold any securities in Raisama (or in the Albers Group of Companies). There are no pecuniary or other interests of Stantons International Securities that could be reasonably argued as affecting its ability to give an unbiased and independent opinion in relation to the proposal. Stantons International Securities, Mr Martin Michalik and Mr John P Van Dieren have consented to the inclusion of this report in the form and context in which it is included as an annexure to the Notice. QUALIFICATIONS We advise Stantons International Securities is the holder of an Investment Advisers Licence (No 418019) under the Corporations Act relating to advice and reporting on mergers, takeovers and acquisitions involving securities. A number of the directors of Stantons International Audit and Consulting Pty Ltd are the directors and authorised representatives of Stantons International Securities. Stantons International Securities and Stantons International Audit and Consulting Pty Ltd (also trading as Stantons International) have extensive experience in providing advice pertaining to mergers, acquisitions and strategic and financial planning for both listed and unlisted companies and businesses. Mr Martin Michalik, CA, and Mr John P Van Dieren, FCA the persons responsible for the preparation and/or review of this report, have extensive experience in the preparation of valuations for companies and in advising corporations on takeovers generally and in particular on the valuations and financial aspects thereof, including the fairness and reasonableness of the consideration offered. The professionals employed in the research, analysis and evaluation leading to the formulation of opinions contained in this report, have qualifications and experience appropriate to the tasks they have performed. DECLARATION This report has been prepared at the request of the Directors of Raisama in order to assist the shareholders of Raisama to assess the merits of the proposals (Resolutions 2 and 3) to which this report relates. This report has been prepared for the benefit of the Raisama shareholders and those persons only who are entitled to receive a copy for the purposes of Section 411 of the Corporations Act 2011 and Section 611 (Item 7) of the Corporations Act 2001 and does not provide a general expression of Stantons International Securities opinion as to the longer term value of Raisama. Stantons International Securities does not imply, and it should not be construed, that it has carried out any form of audit on the accounting or other records of Raisama or any of their subsidiaries. Neither the whole, nor any part of this report, nor any reference thereto may be included in or with or attached to any document, circular, Resolution, letter or statement, without the prior written consent of Stantons International Securities to the form and context in which it appears.

Page пт

For

per

sona

l use

onl

y

DISCLAIMER

This report has been prepared by Stantons International Securities with due care and diligence. However, except for those responsibilities which, by law cannot be excluded, no responsibility arising in any way whatsoever for errors or omission (including responsibility to any person for negligence) is assumed by Stantons International Securities (Stantons International Audit and Consulting Pty Ltd), their directors, employees or consultants for the preparation of this report. DECLARATION AND INDEMNITY Recognising that Stantons International Securities may rely on information provided by Raisama, its officers and other parties (save whether it would not be reasonable to rely on the information having regard to Stantons International Securities experience and qualifications), Raisama has agreed: (a) to make no claim by it or its officers against Stantons International Securities (and Stantons

International Audit and Consulting Pty Ltd) to recover any loss or damage which Raisama may suffer as a result of reasonable reliance by Stantons International Securities on the information provided by Raisama and the other parties; and

(b) to indemnify Stantons International Securities (and Stantons International Audit and Consulting Pty Ltd) against any claim arising (wholly or in part) from Raisama or any of its officers providing Stantons International Securities any false or misleading information or in the failure of Raisama and its officers in providing material information, except where the claim has arisen as a result of wilful misconduct or negligence by Stantons International Securities.

A draft of this report was presented to the Directors of Raisama for a review of factual information contained in the report. Comments received relating to factual matters were taken into account, however the valuation methodologies and conclusions did not alter.

Page пу

For

per

sona

l use

onl

y

PO Box 1908

West Perth WA 6872

Australia

Level 2, 1 Walker Avenue

West Perth WA 6005

Australia

Tel: +61 8 9481 3188

Fax: +61 8 9321 1204

ABN: 84 144 581 519

AFS Licence No: 418019

www.stantons.com.au

Liability limited by a scheme approved

under Professional Standards Legislation

APPENDIX B

FINANCIAL SERVICES GUIDE FOR STANTONS INTERNATIONAL AUDIT AND CONSULTING PTY LTD

(Trading as Stantons International Securities) Dated 15 February 2013

1. Stantons International Securities (ABN 84 144 581 519 and AFSL Licence No 418019)

(“SIS” or “we” or “us” or “ours” as appropriate) has been engaged to issue general financial product advice in the form of a report to be provided to you.

2. Financial Services Guide In the above circumstances we are required to issue to you, as a retail client a Financial

Services Guide (“FSG”). This FSG is designed to help retail clients make a decision as to their use of the general financial product advice and to ensure that we comply with our obligations as financial services licensees.

This FSG includes information about:

who we are and how we can be contacted; the services we are authorised to provide under our Australian Financial Services

Licence, Licence No: 418019; remuneration that we and/or our staff and any associated entities receive in

connection with the general financial product advice; any relevant associations or relationships we have; and our complaints handling procedures and how you may access them.

3. Financial services we are licensed to provide We hold an Australian Financial Services Licence which authorises us to provide financial

product advice in relation to:

Securities (such as shares, options and notes)

We provide financial product advice by virtue of an engagement to issue a report in connection with a financial product of another person. Our report will include a description of the circumstances of our engagement and identify the person who has engaged us. You will not have engaged us directly but will be provided with a copy of the report as a retail client because of your connection to the matters in respect of which we have been engaged to report.

Any report we provide is provided on our own behalf as a financial services licensee authorised to provide the financial product advice contained in the report.

4. General Financial Product Advice In our report we provide general financial product advice, not personal financial product

advice, because it has been prepared without taking into account your personal objectives, financial situation or needs. You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on the advice. Where the advice relates to the acquisition or possible acquisition of a financial

Page пф

For

per

sona

l use

onl

y

product, you should also obtain a product disclosure statement relating to the product and consider that statement before making any decision about whether to acquire the product.

5. Benefits that we may receive We charge fees for providing reports. These fees will be agreed with, and paid by, the

person who engages us to provide the report. Fees will be agreed on either a fixed fee or time cost basis.

Except for the fees referred to above, neither SIS, nor any of its directors, employees or

related entities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of the report.

6. Remuneration or other benefits received by our employees All our employees receive a salary. Our employees are eligible for bonuses based on

overall productivity but not directly in connection with any engagement for the provision of a report.

7. Referrals We do not pay commissions or provide any other benefits to any person for referring

customers to us in connection with the reports that we are licensed to provide. 8. Associations and relationships SIS is ultimately a wholly owned division of Stantons International Audit and Consulting Pty

Ltd a professional advisory and accounting practice. From time to time, SIS and Stantons International Audit and Consulting Pty Ltd (also trading as Stantons International) and/or their related entities may provide professional services, including audit, accounting and financial advisory services, to financial product issuers in the ordinary course of its business.

9. Complaints Resolution 9.1 Internal complaints Resolution process

As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing, addressed to: The Complaints Officer Stantons International Securities Level 2 1 Walker Avenue WEST PERTH WA 6005 Telephone: 08 9481 3188 Facsimile: 09 9321 1204 When we receive a written complaint we will record the complaint, acknowledge receipt of the complaints within 15 days and investigate the issues raised. As soon as practical, and not more than 45 days after receiving the written complaint, we will advise the complainant in writing of our determination.

Page рл

For

per

sona

l use

onl

y

9.2 Referral to External Dispute Resolution Scheme A complainant not satisfied with the outcome of the above process, or our determination, has the right to refer the matter to the Financial Ombudsman Service Limited (“FOSL”). FOSL is an independent company that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial services industry. Further details about FOSL are available at the FOSL website www.fos.org.au or by contacting them directly via the details set out below. Financial Ombudsman Service Limited PO Box 3 MELBOURNE VIC 8007 Toll Free: 1300 78 08 08 Facsimile: (03) 9613 6399

Page рм

For

per

sona

l use

onl

y

http://www.fos.org.au/

APPENDIX B

Summary of terms of Share Subscription Agreement

The Share Subscription Agreement was entered into by Raisama and Hawkestone Oil Pty Ltd (Hawkestone) on 31 January 2013.

First Tranche Subscription

Under clause 2 of the Share Subscription Agreement, Hawkestone or its nominees agreed to subscribe for, and the Company agreed to allot, the First Tranche Shares at a subscription price of $0.015 per Share. Hawkestone is entitled to nominate Mr E. Geoffrey Albers and any entities under the control of Mr E G Albers in lieu of or in addition to itself as the subscriber for the First Tranche Shares.

Second Tranche Subscription

Under clause 5 of the Share Subscription Agreement, Hawkestone agreed to subscribe for, and the Company agreed to allot, the Second Tranche Shares at a subscription price of $0.02 per Share and grant the Albers Options.

Conditions precedent to Second Tranche Subscription

The obligations of the parties in relation to the subscription for the Second Tranche Shares and grant of the Albers Options are conditional on:

all resolutions necessary to approve and give effect to the issue and allotment of the Second Tranche Shares and the grant of the Albers Options (including for the purposes of item 7 of section 611 of the Corporations Act) are passed at a duly convened general meeting of the shareholders of the Company by the requisite majorities (Shareholder Approval CP); and

the Company having entered into binding arrangements with each of D. Jeffrey Steketee, James Durrant, David Berrie and Matthew Howison with respect to their deferred remuneration and accrued leave entitlements.

Shareholder meeting

The Company is required to prepare and despatch a notice of meeting for the purpose of satisfying the Shareholder Approval CP. In the relevant meeting documentation, the Directors must unanimously recommend to shareholders the approval of the issue of the Second Tranche Shares and must not withdraw that recommendation unless:

in the opinion of the Directors reasonably formed and in good faith, to recommend the issue of the Second Tranche Shares would potentially expose the Company or the Board to the risk of liability at the suit of a shareholder of the Company or any regulatory authority; or

the Company receives an independent expert's report that concludes that the issue of the Second Tranche Shares is "not fair" and also "not reasonable" when considered in the context of the non-associated shareholders.

For

per

sona

l use

onl

y

Board nominees

Subject to completion of the subscription for the First Tranche Shares, Hawkestone has the right to appoint two nominees to the Board.

Warranties

The Company and Hawkestone have given a number of mutual warranties including as to capacity. In addition, the Company has given further representations and warranties to Hawkestone including as to the First Tranche Shares and Second Tranche Shares ranking equally with all other Shares and that the Company will issue the First Tranche Shares and Second Tranche Shares in accordance with all applicable laws.

For

per

sona

l use

onl

y

APPENDIX C

Summary of Albers Option Terms and Conditions

Issuer Raisama Energy Limited

Quotation The Options will not be quoted on the ASX

Consideration on Issue

Nil

Expiry date 31 December 2014

Maximum number of Shares that may be issued on exercise of Options

The Options are convertible into Shares on a 1:1 basis.

Exercise Price $0.05 per Option

Vesting The options are fully vested upon issue.

Ranking of Shares issued on exercise of Options

Shares issued on exercise of the Options will have the same terms and rank equally in all respects with existing Shares and will be quoted on the ASX.

Reconstruction If at any time the issued capital of the Company is reconstructed, all rights of the option holder will be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of reconstruction.

Participation Rights No participation rights are attached to the Options. An option holder will not be entitled to participate in new issues of capital offered to existing Shareholders during the option period. However, the Company will ensure that the record date for determining entitlements to any new issue of shares to existing Shareholders will be at least 7 business days after the issue is announced. That will give the option holder the opportunity to exercise to exercise all or some of the Options prior to the date for determining entitlements to participate in any new issue.

Change in exercise price or number of underlying securities

An option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the option can be exercised.

For

per

sona

l use

onl

y

APPENDIX D

Summary of Terms and Conditions of the ESOP

Set out below is a summary of the terms and conditions of the Raisama Employee Share Option Plan ("ESOP').

Participants Participants in the ESOP may be directors, full time or part‐time employees of, and consultants to, the Company or any of its subsidiaries.

Board The Board, or a duly appointed committee of the Board, is responsible for the operation of the ESOP.

Eligibility The Board determines the eligibility of Participants, having regard to: a) the seniority of the Participant and the position the Participant occupies with the Company or any subsidiary;

b) the contractual history of the Participant with the Company and its subsidiaries;

c) the record of employment of the Participant with the Company and its subsidiaries;

d) the potential contribution of the Participant to the growth and profitability of the Company and its subsidiaries;

e) the extent (if any) of the existing participation of the Participant in the ESOP; and

f) any other matters which the Board considers relevant.

Offers The Board may, in its absolute discretion, issue offers to Participants for the number of options specified in the offer.

Number of Options The number of Options that may be offered to a Participant is entirely within the discretion of the Board. Each option will entitle the holder to one Share, upon payment of the exercise price in full upon application, prior to the expiry date. The number of Options issued pursuant to the ESOP, and any other share option plan in the last three years, cannot exceed 5% of the issued capital of the Company from time to time. Options issued to overseas offerees and excluded offerees in accordance with section 708 of the Corporations Act are not included in calculating the 5% limit.

Issue Price Options granted under the ESOP will be granted free of charge.

Exercise Price The exercise price of Options granted under the ESOP will be determined by the Board, but must not be less than at least 135% of the average closing sale price of Shares on ASX over the five trading days immediately preceding the day the Board

For

per

sona

l use

onl

y

resolves to issue the Options or the day of issue of the Options by the Board, as the case may be.

Expiry Date The expiry date of the options will be determined by the Board. Options granted under the ESOP will lapse if not exercised prior to the expiry date. Options granted under the ESOP will automatically lapse if a Participant is dismissed from employment with the Company for wilful misconduct bringing disrepute on the Company, repeated disobedience after prior written warning, incompetence in the performance of duties for the Participant was employed after prior written warning or fraud or any other dishonesty in respect of the property or affairs of the Company. Unless otherwise determined by the Board, if at any time prior to the expiry date of the Options, a Participant voluntarily resigns from employment with the Company or ceases to be eligible to participate in the ESOP on account of retirement, permanent disability, redundancy or death, the Options issued to that Participant automatically lapse and are forfeited if that Participant or his permitted nominee fails to exercise any or all of those Options within three months from the date that the company secretary certifies that that person is no longer eligible to participate in the ESOP.

Restriction on Transfer Options may not be transferred.

Adjustment of Options If, prior to the expiry of an option granted under the ESOP, there is a reorganisation of the issued share capital of the Company (including a consolidation, subdivision or reduction of capital or return of capital to shareholders), Options will be reorganised in accordance with the Listing Rules.

Bonus issue If there is a bonus share issue to the holders of Shares, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the record date for the bonus issue.

Pro rata issue There will be not change to the exercise price of an Option or the number of Shares over which an Option is exercisable in the event of the Company making a pro rata issue of Shares or other securities to the holders of Shares (other than a bonus issue).

Shares issued on Exercise of Options

Shares which are issued as a result of the exercise of options granted under the ESOP will rank equally in all respects with all Shares on issue and the Company will apply for quotation of those Shares on ASX.

Rights on exercise of Dividends will not accrue on the shares in respect of which an

For

per

sona

l use

onl

y

Options Option was exercised until the exercise price has been paid in full in cash. No Participant may exercise any votes attaching to the shares in respect of which an Option was exercised until the exercise price has been paid in full in cash.

Cashless exercise The Board may determine, in its sole and absolute discretion, that a Holder will not be required to provide payment of the full amount of the exercise price to the Company for the number of Options (as specified in the Option Exercise Notice) but that a Holder may forfeit a number of Options such that they exercise the proportion of Options that results in them receiving the number of Shares equal in value to the positive difference between the Market Value of the Shares and the Exercise Price otherwise payable in relation the Options (with the number of Shares rounded down). This is depicted in the formula detailed below. “Market Value of the Shares” means the average market price of the Shares (weighted by reference to volume) sold in the ordinary course of trading on ASX during the five trading days before the date on which the Holder exercises its Options. Cashless exercise formula:

AS = ((OTBE x MVOS) – EPOP))/MVOS

Where:

AS = Adjusted number of Shares to be issued by the Company to the Option Holder on the exercise of the Options remaining after forfeiture (rounded down)

OTBE = Number of Options eligible to be Exercised (as specified in the Option Exercise Notice)

MVOS = Market Value of the Shares (as defined above)

EPOP = Exercise Price otherwise payable in relation to the Options being exercised.

If (OTBE x MVOS) – EPOP ≤ 0, then AS = Nil.

Example:

100,000 Options have vested and are eligible to be exercised by a Participant in the ESOP.


The Market Value of the Company’s Share price is $0.15 as at the date of the exercise of the Options.

For

per

sona

l use

onl

y

AS = ((OTBE x MVOS) – EPOP))/MVOS AS = ((100,000 x $0.15) – (100,000 x $0.05))/0.15 AS = 66,666 In this example, the Company will issue 66,666 shares to the Option Holder and the Option Holder will pay nil cash on exercise. The Option Holder will forfeit 33,334 options which is calculated as: Number of forfeited options = OTBE – AS Number of forfeited options = 100,000 – 66,666 = 33,334

For

per

sona

l use

onl

y

APPENDIX E

Summary of Jacobs Options, Steketee Options, Durrant Options & Figurado Options Terms and Conditions

Issuer Raisama Energy Limited

Quotation The Options will not be quoted on the ASX

Consideration on Issue

Nil

Expiry date 31 December 2014

Maximum number of Shares that may be issued on exercise of Options

The Options are convertible into Shares on a 1:1 basis.

Exercise Price & Cashless exercise

$0.05 per Option

The holders of the Jacobs Options, Steketee Options, Durrant Options and Figurado Options may elect to not pay the exercise price in connection with their respective options in which case the number of Shares issued on the exercise of their options will be calculated on the following basis.

The Holders of the Jacobs Options, Steketee Options, Durrant

Options or Figurado Options will not be required to provide

payment of the full amount of the exercise price to the

Company for the number of Options (as specified in the

Option Exercise Notice) but rather may forfeit a number of

Options such that they exercise the proportion of Options

that results in them receiving the number of Shares equal in

value to the positive difference between the Market Value of

the Shares and the Exercise Price otherwise payable in

relation the Options (with the number of Shares rounded

down). This is depicted in the formula detailed below.

“Market Value of the Shares” means the average market price

of the Shares (weighted by reference to volume) sold in the

ordinary course of trading on ASX during the five trading days

before the date on which the Holder exercises its Options.

Cashless exercise formula:

AS = ((OTBE x MVOS) – EPOP))/MVOS

Where:

For

per

sona

l use

onl

y

AS = Adjusted number of Shares to be issued by the Company to the Option Holder on the exercise of the Options remaining after forfeiture (rounded down)

OTBE = Number of Options eligible to be Exercised (as specified in the Option Exercise Notice)

MVOS = Market Value of the Shares (as defined above)

EPOP = Exercise Price otherwise payable in relation to the Options being exercised.

If (OTBE x MVOS) – EPOP ≤ 0, then AS = Nil.

Example:

100,000 Options have vested and are eligible to be exercised by an Option Holder.


The Market Value of the Company’s Share price is $0.15 as at the date of the exercise of the Options.

AS = ((OTBE x MVOS) – EPOP))/MVOS AS = ((100,000 x $0.15) – (100,000 x $0.05))/0.15 AS = 66,666 In this example, the Company will issue 66,666 shares to the Option Holder and the Option Holder will pay nil cash on exercise. The Option Holder will forfeit 33,334 options which is calculated as: Number of forfeited options = OTBE – AS Number of forfeited options = 100,000 – 66,666 = 33,334

Vesting The options are fully vested upon issue.

Ranking of Shares issued on exercise of Options

Shares issued on exercise of the Options will have the same terms and rank equally in all respects with existing Shares and will be quoted on the ASX.

Reconstruction If at any time the issued capital of the Company is reconstructed, all rights of the option holder will be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of reconstruction.

Participation Rights No participation rights are attached to the Options. An option holder will not be entitled to participate in new issues of capital offered to existing Shareholders during the option period. However, the Company will ensure that the record date for determining entitlements to any new issue of shares to existing Shareholders will be at least 7 business days after the issue is announced. That will give the option holder the opportunity to exercise to exercise all or some of the Options prior to the date for determining entitlements to

For

per

sona

l use

onl

y

participate in any new issue.

Change in exercise price or number of underlying securities

An option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the option can be exercised.

For

per

sona

l use

onl

y

APPENDIX F

Valuation of Steketee Options & Durrant Options

For the purposes of this Notice of General Meeting and Explanatory Memorandum, the Board has prepared a valuation of the Steketee Options and Durrant Options. This valuation was performed as at 31 January 2013 which was the date that Messrs Steketee and Durrant agreed to the receipt of the Steketee Options and Durrant Options as partial discharge of past remuneration owing to them.

Based on the assumptions set out below, the Board has calculated an implied value of the Steketee Options and Durrant Options as summarised in the table below:

Name of Option Parcel

Value per Option

(A)

Number of Options issued under the

Option Parcel (B)

Value of Option Parcel

(A x B)

Mr D. Jeffrey Steketee – Steketee Options

$0.003397 10,000,000 $33,970

Mr James Durrant – Durrant Options

$0.003397 10,000,000 $33,970

Total $0.003397 20,000,000 $67,940

The valuation was derived using the Black Scholes option valuation methodology, based on the following assumptions:

(a) the valuation date for the Steketee Options and Durrant Options is 31 January 2013, although the Steketee Options and Durrant Options will not be granted until Shareholders have approved their issue and allotment;

(b) the 15 day Value Weighted Average Price of a fully paid Share, as quoted on ASX to 31 January 2013 = $0.018;

(c) the exercise price of the Steketee Options and Durrant Options is $0.05;

(d) the Steketee Options and Durrant Options expire on 31 December 2014;

(e) a risk free rate of 2.98%, based on the Australian Commonwealth Bond 5 year rate at 31 January 2013;

(f) a volatility rate of 97.81% based on the Company’s 1 year volume weighted trading on the ASX for the 12 months to 31 January 2013;

(g) the Steketee Options and Durrant Options will be granted for nil consideration;

(h) the Company will not seek listing of the Steketee Options and Durrant Options;

For

per

sona

l use

onl

y

(i) a discount factor of 30% has been applied in relation to the non-marketability of the Steketee Options and Durrant Options; and

(j) there are no vesting conditions for the Steketee Options and Durrant Options.

For

per

sona

l use

onl

y

raisama energy limited - asx · raisama energy limited abn 79 131 843 868 notice of general meeting...

Documents