NORWEST ENERGY NL ACN 078 301 505‌‌‌‌‌‌

NOTICE OF ANNUAL GENERAL MEETING

TIME: 2.00pm (WST)

DATE: Wednesday, 11 November 2015

PLACE: The Park Business Centre, 45 Ventnor Avenue, West Perth WA 6005

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9227 3240.

CORPORATE DIRECTORY

CONTE NT S

Business of the Meeting (setting out the proposed Resolutions) 5

Explanatory Statement (explaining the proposed Resolutions) 9

Glossary 20

Schedule 1 - Summary of Incentive Option Scheme 21

Proxy Form 22

IMP OR TANT INFO R MAT ION

Time and place of Meeting

Notice is given that the Meeting will be held at 2.00pm (WST) on Wednesday, 11 November 2015 at: The Park Business Centre

45 Ventnor Avenue West Perth WA 6005

Your vote is important

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

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 2.00pm (WST) on Monday, 9 November 2015.

Voting in person

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

Voting by proxy

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

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

• each Shareholder has a right to appoint a proxy;

  
  

• the proxy need not be a Shareholder of the Company; and

  
  

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

  
  

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

  
  

• if proxy holders vote, they must cast all directed proxies as directed; and

  
  

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

  
  

  Further details on these changes are set out below.

  Proxy vote if appointment specifies way to vote

  
  

  Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

  
  

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie as directed); and

  
  

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

  
  

• if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (ie as directed); and

  
  

• if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie as directed).

  
  

  Transfer of non-chair proxy to chair in certain circumstances

  
  

  Section 250BC of the Corporations Act provides that, if:

  
  

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

  
  

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

  
  

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

  
  

• either of the following applies:

  
  

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

    
    

  • the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

B U SI N ESS O F T H E M EET I N G AGENDA

1. ANNUAL REPORT

   
   

   To receive and consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2015, which includes the Financial Report, the Director's Report and the Auditor's Report.

   
   

2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

   
   

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

   ordinary resolution:

   
   

   'That, pursuant to and in accordance with section 250R(2) of the Corporations Act and for all other purposes, approval is given by the Shareholders for adoption of the Remuneration Report on the terms and conditions in the Explanatory Memorandum.'

   
   

   Voting Exclusion

   
   

   The Company will disregard any votes cast on this Resolution by or on behalf of a Restricted Voter. However, the Company need not disregard a vote if:

   
   

3. it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; or

   
   

4. the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.




Shareholders should note that the Chair intends to vote any undirected proxies in favour of this Resolution.




5. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - HENRY DAVID KENNEDY

   
   

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

   ordinary resolution:

   
   

   'That Henry David Kennedy, who retires by rotation in accordance with the Constitution and, being eligible, is re-elected as a Director.'

   
   

6. RESOLUTION 3 - APPROVAL OF 10% PLACEMENT CAPACITY

   
   

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

   
   

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

   
   

   Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the Chairperson 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.

   
   

7. RESOLUTION 4 - RATIFICATION OF PRIOR ISSUE - 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 ratify the issue of 55,606,549 Shares to Patersons Securities Limited on the terms and conditions set out in the Explanatory Statement.'

   
   

   Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

   
   

8. RESOLUTION 5 - RATIFICATION OF PRIOR ISSUE - 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 ratify the issue of 16,977,929 Shares to an employee of Norwest on the terms and conditions set out in the Explanatory Statement.'

   
   

   Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

   
   

9. RESOLUTION 6 - RATIFICATION OF PRIOR ISSUE - 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 ratify the issue of 53,056,027 Shares to Rey Resources Limited on the terms and conditions set out in the Explanatory Statement.'

   
   

   Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

   
   

10. RESOLUTION 7 - RATIFICATION OF PRIOR ISSUE - 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 ratify the issue of 53,056,027 Shares to clients of Patersons Securities Limited on the terms and conditions set out in the Explanatory Statement.'

    
    

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

    
    

11. RESOLUTION 8 - RATIFICATION OF PRIOR ISSUE - OPTIONS

    
    

    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 ratify the issue of 8,000,000 unlisted Options to employees of Norwest on the terms and conditions set out in the Explanatory Statement.'

    
    

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

    
    

12. RESOLUTION 9 - ADOPTION OF INCENTIVE OPTION SCHEME

    
    

    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 7.2 (Exception 9(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled 'Incentive Option Scheme' and for the issue of securities under that Scheme, on the terms and conditions set out in the Explanatory Statement.'

    
    

    Voting Exclusion: The Company will disregard any votes cast on this Resolution by any Director, other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

    
    

    Voting Prohibition Statement:

    
    

    A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

    
    

13. the proxy is either:

    
    

14. a member of the Key Management Personnel; or

    
    

15. a Closely Related Party of such a member; and

    
    

16. the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:

1. the proxy is the Chair; and

   
   

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




17. RESOLUTION 10 - GRANT OF OPTIONS TO RELATED PARTY




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 10.14 and for all other purposes, approval is given for the Directors to grant 10,000,000 Options to Mr Peter Munachen or his nominee under the Company's Incentive Option Scheme on the terms and conditions set out in the Explanatory Statement'.




Voting Exclusion: The Company will disregard any votes cast on this Resolution by any Director who is eligible to participate in the employee incentive scheme in respect of which approval is sought and, if ASX has expressed an opinion under rule 10.14.3 that approval is required for participation in an employee incentive scheme by anyone else, that person, and any associates of those Directors. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.




Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

1. the proxy is either:

2. a member of the Key Management Personnel; or

3. a Closely Related Party of such a member; and

4. the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:

1. the proxy is the Chair; and

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










Dated: 6 October 2015 By order of the Board

John D Annand Company Secretary




E X P L ANAT O R Y S T AT E M E N T







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




1. ANNUAL REPORT

   
   

   The Corporations Act and the Company's Constitution require the following reports in respect of the year ended 30 June 2015 to be laid before the meeting:

   
   

2. the Financial Report (which includes the financial statements and Directors' declaration); and

3. the Directors' Report and the Auditor's Report. No resolution is required to be moved in respect of this item.

   
   

   In accordance with the Corporations Act, Shareholders as a whole will be given a reasonable opportunity at the Meeting to ask questions and make comments on the Annual Report and on the business, operations and management of the Company.

   
   

   The Chairman will also provide Shareholders a reasonable opportunity to ask the Auditor questions relevant to:

   
   

4. the conduct of the audit;

   
   

5. the preparation and content of the independent audit report;

   
   

6. the accounting policies adopted by the Company in relation to the preparation of the accounts; and

   
   

7. the independence of the auditor in relation to the conduct of the audit.




8. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

   
   

   Section 250R(2) of the Corporations Act provides that the Company is required to put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

   
   

   Section 250R(3) of the Corporations Act provides that Resolution 1 is advisory only and does not bind the Directors or the Company. A failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report.

   
   

   However, the Corporations Act has been amended by the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Director and Executive Remuneration Act) which came into effect on 1 July 2011.

   
   

   The Director and Executive Remuneration Act introduced new sections 250U and 250Y, amongst others, into the Corporations Act, giving Shareholders the opportunity to remove the Board if the Remuneration Report receives a 'no' vote of 25% or more at two consecutive Annual General Meetings (Two Strikes Rule).

   
   

   Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a 'no' vote of 25% or more at two consecutive Annual General Meetings, the Company will be required to put to Shareholders at the second Annual General Meeting a resolution (Spill Resolution). If the Spill Resolution is passed by more than 50% of Shareholders, the Company must hold another meeting within 90 days at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

   
   

   It is noted that at the Company's 2014 AGM the votes cast against the remuneration report was less than 25% and accordingly, a Spill Resolution is not required for this Annual General Meeting.

   In summary, if the Remuneration Report receives a 'no' vote of 25% or more at this Meeting, Shareholders should be aware that if there is a 'no' vote of 25% or more at the next Annual General Meeting the consequences are that it may result in the re-election of the Board.

   
   

   The Chairman will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

   
   

   Resolution 1 is an ordinary resolution.

   
   

   The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman of the Meeting is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, the Shareholder is considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

   
   

9. RESOLUTION 2 - RE-ELECTION OF DIRECTOR- MR HENRY DAVID KENNEDY

   
   

   Pursuant to clause 15.2 of the Company's Constitution, Mr Kennedy, being a Director, retires by way of rotation and, being eligible, offers himself for re-election as a Director.

   
   

   Mr Kennedy became a Director of Norwest on 14 April 1997. Mr Kennedy has had a long association with Australian and New Zealand resource companies and as a technical director has been instrumental in the formation and or development of a number of successful listed companies, including Pan Pacific Petroleum NL, New Zealand Oil and Gas Limited (NZOG), Mineral Resources (NZ) Ltd and Otter Exploration NL. During his term as Executive Director of Otter, Pan Pacific and NZOG, these companies were involved in the discovery of the Tubridgi and South Pepper gas fields, North Herald and Chervil oil fields in Western Australia and the Kupe South and Rua oil/gas condensate fields in New Zealand.

   
   

   Mr Kennedy is also a Director of Pancontinental Oil & Gas NL (since August 1999). Mr Kennedy was formerly a director of East Africa Resources Limited (March 2013 to April 2015).

   
   

   Resolution 2 is an ordinary resolution.

   
   

   The Chairperson intends to exercise all available proxies in favour of Resolution 2. The Board (excluding Mr Kennedy) unanimously supports the re-election of Mr Henry David Kennedy as a Director.

   
   

10. RESOLUTION 3 - APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY




1. General

   
   

   Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting (10% Placement Capacity). The 10% Placement Capacity is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

   
   

   An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

   
   

   The Company is seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Capacity pursuant to Listing Rule 7.1A.

   
   

   The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 3.2(c) below).

   
   

   The Directors of the Company believe that Resolution 3 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

   
   

   Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of corporate Shareholder, by a corporate representative).

   
   

   The Chairperson intends to exercise all available proxies in favour of Resolution 3.

2. Description of Listing Rule 7.1A

   
   

3. Shareholder approval

   
   

   The ability to issue Equity Securities under the 10% Placement Capacity is subject to shareholder approval by way of a special resolution at an annual general meeting.

   
   

4. Equity Securities

   
   

   Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the Company. As at the date of this Notice, the only quoted Equity Securities the Company has on issue are Shares.

   
   

5. Formula for calculating 10% Placement Facility

   
   

   Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

   
   

   (A x D) - E

   
   

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

   
   

6. plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

   
   

7. plus the number of partly paid shares that became fully paid in the 12 months;




(C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 or 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;




(D) less the number of fully paid shares cancelled in the 12 months.




Note that A is has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.




1. is 10%

   
   

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




8. Listing Rule 7.1 and Listing Rule 7.1A

   
   

   The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

   
   

   At the date of this Notice, the Company has on issue 1,440,454,999 Shares and has a capacity to issue: (i) 267,238 Equity Securities under Listing Rule 7.1; and

   (ii) subject to Shareholder approval being sought under Resolution 3 an additional 144,045,500 Equity Securities under Listing Rule 7.1A.

   
   

   The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule7.1A.2.

9. 10% Placement Period




Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the Meeting at which the approval is obtained and expires on the earlier to occur of:




1. the date that is 12 months after the date of the Meeting at which the approval is obtained; and

   
   

2. the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking), or such longer period if allowed by ASX (10% Placement Period).




10. Specific information required by Listing Rule 7.3A




Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:




1. The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days immediately before:

   
   

2. the date on which the price at which the Equity Securities are to be issued is agreed; or

   
   

3. if the Equity Securities are not issued within 5 Trading Days of the date in paragraph

4. above, the date on which the Equity Securities are issued.

   
   

5. If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted. There is also a risk that:

   
   

6. the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

   
   

7. the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date.