Notice of Meeting
BARAKA ENERGY & RESOURCES LIMITED ACN 112 893 491
NOTICE OF ANNUAL GENERAL MEETING
TIME: 1:45pm (WST)
DATE: 30 November 2015
PLACE: Royal Perth Golf Club, Labouchere Road, South Perth, WA 6151
DRESS POLICY: Royal Perth Golf Club requires all members, guests and visitors to be dressed in smart casual. Denim, t-shirts, thongs and runners are not permitted. Men‟s shirts must be tucked in. These dress standards also apply to service providers. Admittance to the venue will be refused to those not adhering to the dress policy.
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 6436 2350.
C O NT E N TS
Chairman‟s Letter 3
Business of the Meeting (setting out the proposed Resolutions) 5
Explanatory Statement (explaining the proposed Resolutions) 7
Glossary 10
Proxy Form 12
I MP O R TA N T I NFO R M A T I O N
Place of Meeting
Notice is given that the Meeting will be held at: Royal Perth Golf Club
Labouchere Road South Perth WA 6151
Royal Perth Golf Club requires all members, guests and visitors to be dressed in smart casual. Denim, t-shirts, thongs and runners are not permitted. Men‟s shirts must be tucked in. These dress standards also apply to service providers. Admittance to the venue will be refused to those not adhering to the dress policy.
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 4:00pm on 28 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:
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each Shareholder has a right to appoint a proxy;
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the proxy need not be a Shareholder of the Company; and
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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:
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if proxy holders vote, they must cast all directed proxies as directed; and
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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:
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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
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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
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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
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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:
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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
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the appointed proxy is not the chair of the meeting; and
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at the meeting, a poll is duly demanded on the resolution; and
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either of the following applies:
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.
C HA I R M AN ' S LE T TE R
Dear Shareholder
I am pleased to advise that your Company has had a very successful year, albeit without a successful well having been drilled, and in the current adverse market conditions.
Petrofrontier and Statoil, the previous and current operator of our oil & gas permits EP127 and EP128 in the Northern Territory, have elected to withdraw from the permits and as Operator, subject to the permits being renewed in Baraka‟s name as 100% equity holder.
The reasons for their withdrawal was as a result of insufficient hydrocarbons from their exploration programs which were seeking to uncover an elephant sized unconventional oil basin discovery analogous to the world renowned Canadian/USA Bakken oil field. A combined 4 wells were drilled into the 2 permits by these partners, in permits covering an area of some 8 million acres, over 6 years, of which 3 were drilled in the far east of the permits, as data collection wells to be plugged and abandoned on completion. The results on these last 3 wells and other work carried out did not provide sufficient hydrocarbons to entice the parties to continue further exploration for a very large sized Unconventional Oil Basin discovery.
The initial well on EP127, Macintyre II, drilled in August 2011 by PetroFrontier, located in the western side of the permit, allegedly the first horizontally drilled and fracced well in Australia, recovered high grade quality gas results, but unfortunately encountered water, and H2S which is a dangerous gas able to be managed in all wells, but operations were suspended.
Statoil when becoming operator elected to plug and abandon that well, as well as pursue the Non Conventional oil prospects of the basin with 3 wells in the eastern side of the permits.
Baraka and its previous exploration consultants believed that the western side of EP127, and in particular the Hagen Member and Dulcie Syncline, held considerable potential for Conventional Oil & Gas, to the extent that at that time interest was expressed by a Canadian group wanting to pursue exploration of those areas. Discussions may be reinstated at a later date subject to the outcome of our current actions.
Baraka appointed experienced lawyers and Tenement Administrators in the Northern Territory, as well as RISC, a world renowned oil and gas consulting firm, to assist in expediting the renewal of both permits under the sole ownership of Baraka as 100% permit holder.
Submissions have been made and the process is ongoing in regards to both permits.
Subject to renewal of the permits in total, or after any relinquishment requirements, Baraka could be entitled to some 4 - 6 million acres of prospective exploration ground compared to our current 2 million acres.
In the meantime, all expenditures have been met for 2015, and depending on the renewal terms and conditions, Baraka will not be required to commence any new on ground expenditure until after the first quarter of next year, which is also the end of the wet season in the North of Australia.
Baraka will initially work with RISC, and review all of the data contained in the previous work programs, pursue discussions with interested parties in regards to any farm in, and then resolve the work programs for 2016.