ABN 50 078 652 632

Notice of General Meeting

Tuesday 8 June 2021

at 10am (AWST)

at

Amberley Business Centre

Level 3, 1060 Hay Street, West Perth

Western Australia

NOTICE IS HEREBY GIVEN that the General Meeting of Shareholders of Oilex Ltd (ABN 50 078 652 632) (Company) will be held at Amberley Business Centre, Level 3, 1060 Hay Street, West Perth, Western Australia on Tuesday 8 June 2021 at 10am (AWST), to conduct the business set out below.

COVID-19 Information

In light of the easing of restrictions on gatherings in Western Australia, it is currently anticipated that the Meeting will be held in person (and not by virtual means). The Company has taken steps to ensure that all attendees will be able to participate in the Meeting while maintaining their health and safety and abiding by social distancing requirements.

Shareholders do not need to attend the Meeting in order to cast their vote(s). The Company therefore recommends that Shareholders who do not wish to attend the Meeting in person, but who wish to vote, appoint the Chairman as their proxy ( and where desired, direct the Chairman how to vote on a Resolution) rather than attending in person.

If the Meeting cannot be held in person, the Company will make additional arrangements as required.

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Company has determined that the shareholding of each person for the purposes of determining entitlements to attend and vote at the Annual General Meeting will be the entitlement of that person set out in the Company's register as at 10am (AWST) on Sunday 6 June 2021. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

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

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.

CREST - Depositary Interests

Holders of Depositary Interests (DI Holders) are invited to attend the Meeting but are not entitled to vote at the Meeting. For their votes to be counted, DI Holders must either:

1.       submit a CREST Voting Instruction to the Company's agent in accordance with the instructions below; or

2.       complete, sign and return the enclosed Form of Instruction to the Depositary,

by 4pm BST on Wednesday 2 June 2021. DI Holders who are CREST members and who wish to issue an instruction through the CREST electronic voting appointment service may do so by using the procedures described in the CREST Manual (available from https://my.euroclear.com/euilegal.html). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting services provider(s), who will be able to take the appropriate action on their behalf.

In order for instructions made using the CREST service to be valid, the appropriate CREST message (a CREST Voting Instruction) must be properly authenticated in accordance with the specifications of Euroclear UK & Ireland Limited (EUI) and must contain the information required for such instructions, as described in the CREST Manual.

The message, regardless of whether it relates to the voting instruction or to an amendment to the instruction given to the UK Depositary must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) no later than 4pm BST on Wednesday 2 June 2021. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the issuer's agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions. It is the responsibility of each CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that the CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST service by any particular time. In this regard, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Voting Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Resolution 1 - Ratification of prior issue of First Tranche Placement Shares

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

"That under and for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve the ratification of 405,000,000 Placement Shares at £0.00238 to Republic, and clients of Novum and Lombard on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Republic, and clients of Novum and Lombard and any person who may participate in the proposed issue and a person who might obtain a benefit (except a benefit solely in the capacity of a Shareholder) if the Resolution is passed, and any associate of those persons (as applicable).

However, the Company need not disregard a vote if:

·         a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

·         the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or

·        a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

§    the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and

§    the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 2 - Approval for issue of Second Tranche Placement Shares

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

"That under and for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 603,403,361 Second Tranche Placement Shares at £0.00238 to Republic, and clients of Novum and Lombard on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Republic, and clients of Novum and Lombard and any person who may participate in the proposed issue and a person who might obtain a benefit (except a benefit solely in the capacity of a Shareholder) if the Resolution is passed, and any associate of those persons (as applicable).

However, the Company need not disregard a vote if:

·         a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

·         the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or

·        a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

§   the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,and is not an associate of a person excluded from voting, on this Resolution; and

§    the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 3 - Approval to issue 603,403,361 Second Tranche Placement Options

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

"That under and for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 603,403,361 Second Tranche Placement Options at an exercise price of £0.00476 per Option and an expiry date of 30 June 2022 to Republic, and clients of Novum and Lombard  on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Republic, and clients of Novum and Lombard any person who may participate in the proposed issue and a person who might obtain a benefit (except a benefit solely in the capacity of a Shareholder) if the Resolution is passed, and any associate of those persons (as applicable).

However, the Company need not disregard a vote if:

·          a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

·         the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or

·        a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

§    the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and

§   the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 4 - Approval of issue of Remuneration Shares to Mr Paul Haywood

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, under and for the purposes of  Listing Rule 10.11 and section 208 of the Corporations Act, Shareholders approve the issue of 6,494,958 Remuneration Shares in lieu of up to £9,000.00 of Director's fees to Mr Paul Haywood (or his nominees) on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Paul Haywood or his nominees or an associate of that person (or those persons). 

However, the Company need not disregard a vote if:

·         a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

·          the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with   a direction given to the Chair to vote on this Resolution as the Chair decides; or

·        a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

§   the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,and is not an associate of a person excluded from voting, on this Resolution; and

§    the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if the proxy is either a member of the Key Management Personnel or a Closely Related Party of such a member; and the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if the proxy is the Chair; and 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.

Resolution 5 - Approval of issue of Remuneration Shares to Mr Peter Schwarz

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, under and for the purposes of  Listing Rule 10.11 and section 195(4) of the Corporations Act, Shareholders approve the issue of 13,423,886 Remuneration Shares in lieu of up to £17,500 of Director's fees to Mr Peter Schwarz (or his nominees) on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Peter Schwarz or his nominees or an associate of that person (or those persons). 

However, the Company need not disregard a vote if:

·          a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

·          the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with  a direction given to the Chair to vote on this Resolution as the Chair decides; or

·          a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a               beneficiary provided the following conditions are met:

§    the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and

§    the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if the proxy is either a member of the Key Management Personnel or a Closely Related Party of such a member; and the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if the proxy is the Chair and 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.

Resolution 6 - Ratification of prior issue of Consultant Shares

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

"That under and for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 4,642,858 Shares to Share Talk Ltd on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Share Talk Ltd and a person who might obtain a benefit (except a benefit solely in the capacity of a Shareholder) if the Resolution is passed, and any associate of those persons (as applicable).

However, the Company need not disregard a vote if:

·         a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

·          the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with    a direction given to the Chair to vote on this Resolution as the Chair decides; or

·         a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a                 beneficiary provided the following conditions are met:

§    the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and

§   the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 7 - Ratification of prior issue of the Capital Raising Shares

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

"That under and for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve the ratification of the issue of 250,000,000 Capital Raising Shares at £0.0014 to Sophisticated and Professional Investors on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by any person who participated in the issue and a person who might obtain a benefit (except a benefit solely in the capacity of a Shareholder) if the Resolution is passed, and any associate of those persons (as applicable).

However, the Company need not disregard a vote if:

·         a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

·          the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or

·        a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

§    the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on this Resolution; and

§    the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

By order of the Board

Mark Bolton
Company Secretary

7 May 2021

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at Amberley Business Centre, Level 3, 1060 Hay Street, West Perth, Western Australia on Tuesday 8 June 2021 at 10am (AWST).

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting.

1.1          Background

On 21 April 2021, the Company announced that it had entered an equity capital raising to secure funding from Republic, and clients of Novum and Lombard and existing institutional shareholders of £2.4 million (A$4.3 million) through the subscription of 1,008,403,31 new Shares at GBP 0.00238 pence (0.425 AUD cents) per Share.

The first tranche of the equity capital raising comprises a subscription of 405,000,000 Shares at £0.00238 (0.425 AUD cents) per share (First Tranche Placement Shares). The Company issued the First Placement Shares on 23 April 2021 and 29 April 2021 under its existing ASX Listing Rule 7.1 capacity to Republic, and clients of Novum and Lombard none of whom were a related party or substantial holder of the Company nor were issued in excess of 1% of the Companies current issued capital .  The second tranche of the equity capital raising, comprising a further subscription of 603,403,361 Shares at £0.00238 (0.425 AUD cents) per Share (Second Tranche Placement Shares) and the issue of 603,403,361 free attaching options with an exercise price of £0.00476 and a expiry date of 30 June 2022  (Second Tranche Placement Options), will be issued upon shareholder approval.

1.2          General

Resolution 1 seeks Shareholder approval under and for the purposes of Listing Rule 7.4 for the ratification of the issue of the 405,000,000 First Tranche Placement Shares.

1.3          Listing Rule 7.1

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over a 12 month period to15% of the fully paid ordinary shares it had on issue at the start of that period.

The issue of the First Placement Shares does not fall within any of those exceptions and, as it has not been approved by the Company's shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without shareholder approval under Listing Rule 7.1 for the 12 months following the date of issue of the First Placement Shares.

1.4          Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made.  If they do, the issue has been taken to have been approved under Listing Rule 7.1 and so does not reduce the company's capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval for such issues under Listing Rule 7.1.

If Resolution Number 7 is passed, the issue of the First Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the date of issue of the First Placement Shares.

If Resolution Number 7 is not passed, the issue of the First Placement Shares will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the date of issue of the First Placement Shares.

1.5          Specific information required by Listing Rule 7.5

Listing Rule 7.5 requires that the following information be provided to Shareholders in relation to the issue of the First Placement Shares:

(a)        a total of 405,000,000 First Tranche Placement Shares were issued;

(b)        the First Tranche Placement Shares were issued at £0.00238 (0.425 AUD cents) per share on 23 April 2021 and 29 April 2021;

(c)        the First Tranche Placement Shares rank pari passu and are on the same terms as existing shares on issue;

(d)        the First Tranche Placement Shares were issued to Republic, and clients of Novum and Lombard, who were not related parties of the Company;

(e)        £0.964 million (A$1.7 million) was raised from the issue of the First Tranche Placement Shares and the funds will be applied towards the working capital and corporate requirements of the Company; and

(f)        a voting exclusion statement is included in the Notice.

1.6          Additional information

Resolution 1 is an ordinary resolution.

The Board unanimously recommends that Shareholders vote in favour of Resolution 1.

The Chair intends to exercise all available proxies in favour of Resolution 1.

2.1          Background

On 21 April 2021, the Company announced that it had entered an equity capital raising to secure funding from Republic and clients of Novum and Lombard and existing institutional shareholders of £2.4 million (A$4.3 million) through the subscription of 1,008,403,31 new Shares at GBP 0.00238 pence (0.425 AUD cents) per Share.

The first tranche of the equity capital raising comprises a subscription of 405,000,000 Shares at £0.00238 (0.425 AUD cents) per share (First Tranche Placement Shares). The Company issued the First Placement Shares on 23 April 2021 and 29 April 2021 under its existing ASX Listing Rule 7.1 capacity to Republic, and clients of Novum and Lombard none of whom were a related party or substantial holder of the Company nor were issued in excess of 1% of the Companies current issued capital .  The second tranche of the equity capital raising, comprising a further subscription of 603,403,361 Shares at £0.00238 (0.425 AUD cents) per Share (Second Tranche Placement Shares) and the issue of 603,403,361 free attaching options with a exercise price of £0.00476 and a expiry date of 30 June 2022  (Second Tranche Placement Options) to raise £1.436 million (AUD2.564 million), will be issued upon shareholder approval.

2.2          General

Resolution 2 seeks Shareholder approval under, and for the purposes of, Listing Rule 7.1 for the issue of the 603,403,361 Second Tranche Placement Shares.

The issue of Shares pursuant to the Second Tranche Placement Shares requires approval for the purposes of Listing Rule 7.1 by way of an ordinary resolution, meaning that at least fifty percent (50%) of votes must be cast in favour of the Resolution in order for it to be passed.

2.3          Listing Rule 7.1

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over a 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The issue of the Second Tranche Placement Shares does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1.  It therefore requires the approval of the Company's shareholders under Listing Rule 7.1.

If Resolution 2 is passed, the Company will be able to issue Second Tranche Placement Shares and raise the sum of  raise £1.436 million (AUD2.564 million).  In addition, the issue of the Second Tranche Placement Shares will be excluded from the calculation of the number of equity securities that the Company can issue without shareholder approval under Listing Rule 7.1.

If Resolution 2 is not passed, the Company will not be able to issue the Second Tranche Placement Shares and will not be able to raise the sum of  raise £1.436 million (AUD2.564 million). 

2.4          Listing Rule 7.3

For the purposes of Listing Rule 7.3, the following information is provided in relation to Resolution 2:

(a)           Maximum Number of Securities the Entity is to Issue

603,403,361 Shares.

(b)           date by which the Entity will Issue the Securities

The Shares will be issued will be issued no later than 3 months after the date of the Meeting or such longer period as permitted by ASX.

(c)           Issue Price of the Securities

The issue price for the Shares is £0.00238 (0.425 AUD cents) per Share.

(d)           Names of the Persons to whom the Entity will Issue the Securities (if known) or basis upon those Persons will be Identified or Selected

The Shares will be issued to Republic, and clients of Novum and Lombard.

(e)           Terms of the Securities

The Shares will rank equally in all respects with existing Shares on issue.

(f)            Intended Use of the Fund Raised

Funds raised from the issue of the Second Tranche Placement Shares will be applied to the acquisition cost of GSPC's PI, development of the Company's plans to undertake a drilling and testing appraisal program and the Company's working capital base..

2.5          Additional information

Resolution 2 is an ordinary resolution.

The Board unanimously recommends that Shareholders vote in favour of Resolution 2.

The Chair intends to exercise all available proxies in favour of Resolution 2.

3.1          Background

On 21 April 2021, the Company announced that it had entered an equity capital raising to secure funding from Republic, and clients of Novum and Lombard and existing institutional shareholders of £2.4 million (A$4.3 million) through the subscription of 1,008,403,31 new Shares at GBP 0.00238 pence (0.425 AUD cents) per Share (Placement).

The first tranche of the equity capital raising comprises a subscription of 405,000,000 Shares at £0.00238 (0.425 AUD cents) per share (First Tranche Placement Shares). The Company issued the First Placement Shares on 23 April 2021 and 29 April 2021 under its existing ASX Listing Rule 7.1 capacity to Republic, and clients of Novum and Lombard, none of whom were a related party or substantial holder of the Company nor were issued in excess of 1% of the Companies current issued capital .  The second tranche of the equity capital raising, comprising a further subscription of 603,403,361 Shares at £0.00238 (0.425 AUD cents) per Share (Second Tranche Placement Shares) and the issue of 603,403,361 free attaching options with a exercise price of £0.00476 and a expiry date of 30 June 2022  (Second Tranche Placement Options) to raise £1.436 million (AUD2.564 million), will be issued upon shareholder approval.

3.2          General

Resolution 3 seeks Shareholder approval under and for the purposes of Listing Rule 7.1 to issue the Second Tranche Placement Options to Republic, and clients of Novum and Lombard (or their nominees) as part of the Placement.

3.3          Listing Rule 7.1

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over a 12 month period to15% of the fully paid ordinary shares it had on issue at the start of that period.

The issue of the Second Tranche Placement Options does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1.  It therefore requires the approval of the Company's shareholders under Listing Rule 7.1.

If Resolution 3 is passed, the Company will be able to issue the Second Tranche Placement Options and complete the second tranche of the Placement.  In addition, the issue of the Second Tranche Placement Options will be excluded from the calculation of the number of equity securities that the Company can issue without shareholder approval under Listing Rule 7.1.

If Resolution 3 is not passed, the Company will not be able to complete the Placement and raise the sum of £1.436 million (AUD2.564 million).

3.4          Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the potential issue of the Second Tranche Placement Options:

(a)             the maximum number of Second Tranche Placement Options that may be issued is 113,636,364;

(b)             the Second Tranche Placement Options will be issued no later than 3 months after the date of the Meeting and it is intended that issue of all the Second Tranche Placement Options will occur on the same date;

(c)             the Second Tranche Placement Options will be issued for nil cash consideration, as consideration for the variation of the Loan Agreement;

(d)             the Second Tranche Placement Options will be issued to Republic (or its nominees), none of whom is a related party of the Company;

(e)             the Second Tranche Placement Options will be issued on the terms and conditions set out in Schedule 3;

(f)             no funds will be raised from the issue of the Second Tranche Placement Options as the Second Tranche Placement Options will be issued as consideration for the variation of the Republic Second Tranche Placement Loan; and

(g)           a voting exclusion statement is included in the Notice.

3.5          Additional information

(a)           Resolution 10 is an ordinary resolution.

(b)           The Board recommends that Shareholders vote in favour of the Resolution 10.

(c)           The Chair intends to exercise all available proxies in favour of Resolution 10.      

4.1          Background

With a view to conserving the Company's cash reserves, each of the Company's non-executive Directors, Mr Paul Haywood and Mr Peter Schwarz (together, the Non-Executive Directors) have agreed to have part of their Director's fees for the period of 1 May 2019 through to 31 October 2020 paid through the issue of Shares in lieu of cash payments (Remuneration Shares) as follows:

The Remuneration Shares are to be issued in one amount, in respect of the Director's fees payable for the preceding quarters ending 31 July 2019, 31 October 2019, 31 January 2020, 30 April 2020, 31 July 2020 and 31 October 2020. The deemed issue price for any such Remuneration Shares will be the 10-Day VWAP up to the applicable quarter ending 31 July 2019, 31 October 2019, 31 January 2020, 30 April 2020, 31 July 2020 and 31 October 2020.

As the number of Remuneration Shares to be issued is based on the 10-Day VWAP, the number of Remuneration Shares which will be issued is set out in the table below:

If the shareholders approve the issue of the 19,918,844 Remuneration Shares to Peter Schwarz and Paul Hayward and assuming that the Second Tranche Placement Shares are NOT issued then the dilution to current shareholders will be 0.39%.

4.2          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.

The issue of the Remuneration Shares constitutes giving a financial benefit as the Non-Executive Directors are related parties of the Company by virtue of being Directors.

The Board has considered the application of Chapter 2E of the Corporations Act and has resolved that the reasonable remuneration exception provided by Section 211 of the Corporations Act is relevant in the circumstances and accordingly, the Company will not seek approval for the issue of the Remuneration Shares pursuant to Section 208 of the Corporations Act.

4.3          Listing Rule 10.11

The Company proposing to issue the Remuneration Shares to the Directors in lieu of fees (the "Issue").

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

10.11.1 a related party;

10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The Issue falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of the Company's shareholders under Listing Rule 10.11.

Resolutions 4 and 5 seeks the required shareholder approval to the Issue under and for the purposes of Listing Rule 10.11.

If Resolution 4 is passed, the Company will be able to proceed with the Issue and will not have to pay Mr Haywood's Fees in cash.

If Resolution 4 is not passed, the Company will not be able to proceed with the Issue will have to pay Mr Haywood's Fees in cash.

If Resolution 5 is passed, the Company will be able to proceed with the Issue and will not have to pay Mr Schwarz's Fees in cash.

If Resolution 5 is not passed, the Company will not be able to proceed with the Issue will have to pay Mr Schwarz's Fees in cash.

Approval under Listing Rule 7.1 is not required as Shareholder approval is sought under Listing Rule 10.11. Accordingly, the issue of the Remuneration Shares will not be included under the Company's 15% annual placement capacity pursuant to Listing Rule 7.1.

4.4          Specific information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13 and the waiver granted by ASX in respect of Listing Rule 10.13.5, the following information is provided in relation to the approval of the issue of the Remuneration Shares:

(a)           The Remuneration Shares are proposed to be issued to Mr Paul Haywood and Mr Peter Schwarz or their respective nominees.  Mr Haywood and Mr Schwarz are related parties of the Company by virtue of being Non-executive Directors of the Company.

(b)           the maximum number of Remuneration Shares which may be issued is:

(ii)         Paul Haywood: 6,494,958; and

(ii)         Peter Schwarz: : 13,423,886;

 (c)          The Remuneration Shares will be issued within 1 months after the date of this Meeting.

(d)           The deemed issue price per Remuneration Share will be equal to the 10-Day VWAP for the relevant quarter.

(e)           The Remuneration Shares will be fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.

(f)           The Remuneration Shares will be issued for nil cash consideration and therefore no funds will be raised from their issue.

(g)           Voting exclusion statements are included in the Notice.

(h)           The Company's annual report for any period during which the Remuneration Shares are issued to Mr Paul Haywood and Mr Peter Schwarz or their respective nominees, will disclose details of the number of Remuneration Shares so issued, including the percentage of the Company's issued capital represented by those Remuneration Shares.

4.5          Additional Information

Mr Jonathan Salomon and Mr Mark Bolton being the only continuing Directors without an interest in Resolutions 4 and 5 recommends that Shareholders vote in favour of Resolutions 4 and 5.

Resolutions 4 and 5 are Ordinary Resolutions.

The Chair intends to exercise all available proxies in favour of Resolutions 4 and 5.

5.1          Background

On 17 July 2020, the Company agreed with its consultant, Share Talk Ltd  to issue 4,642,858 shares (Consultant Shares) at £0.0014 (0.252 AUD cents) in lieu of payment of GBP 6,500 for consultancy fees.

The Company issued the Consultant Shares on 15 March 2021 under its existing ASX Listing Rule 7.1 capacity

5.2          General

Resolution 6 seeks Shareholder approval under and for the purposes of   Listing Rule 7.4 for the ratification of the issue of Consultant Shares.

5.3          Listing Rule 7.1

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over a 12 month period to15% of the fully paid ordinary shares it had on issue at the start of that period.

The issue of the Consultant Shares does not fall within any of those exceptions and, as it has not been approved by the Company's shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without shareholder approval under Listing Rule 7.1 for the 12 months following the date of issue of the Consultant Shares.

5.4          Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made.  If they do, the issue has been taken to have been approved under Listing Rule 7.1 and so does not reduce the company's capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval for such issues under Listing Rule 7.1.

If Resolution Number 6 is passed, the issue of the Consultant Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the date of issue of the Consultant Shares.

If Resolution Number 6 is not passed, the issue of the Consultant Shares will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the date of issue of the Consultant Shares.

5.5          Specific information required by Listing Rule 7.5

Listing Rule 7.5 requires that the following information be provided to Shareholders in relation to the issue of the Consultant Shares:

(a)           a total of 4,642,858 Consultant Shares were issued;

(b)          the Consultant Shares were issued at £0.0014 (0.252AUD cents) per share on 17 March 2021;

(c)           the Consultant Shares rank pari passu and are on the same terms as existing shares on issue;

(d)          the Consultant Shares were issued to Share Talk Limited, a consultant to the Company, who is not a related party of the Company;

(e)           a voting exclusion statement is included in the Notice.

5.6          Additional information

(a)           Resolution 6 is an ordinary resolution.

(b)           The Board unanimously recommends that Shareholders vote in favour of Resolution 6.

(c)           The Chair intends to exercise all available proxies in favour of Resolution 6.

6.1          Background

On 15 March 2021 the Company arranged an equity capital raising, with existing sophisticated shareholders, to secure funding of £0.35 million (A$0.63 million) (the Subscription)through the issue of 250,000,000 new shares at GBP 0.14pence (0.252 AUD cents) per share (Capital Raising Shares).

Funds raised from the Subscription were applied towards increasing the Company's working capital base and debt reduction. The additional funding support the Company's successful initiative to implement the settlement with GSPC, which, as most recently announced on 15 February 2021.

The Company issued the Capital Raising Shares on 17 March 2021 under its existing ASX Listing Rule 7.1 capacity

6.2          General

Resolution 7 seeks Shareholder approval under and for the purposes of   Listing Rule 7.4 for the ratification of the issue of Capital Raising Shares.

6.3          Listing Rule 7.1

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over a 12 month period to15% of the fully paid ordinary shares it had on issue at the start of that period.

The issue of the Capital Raising Shares does not fall within any of those exceptions and, as it has not been approved by the Company's shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without shareholder approval under Listing Rule 7.1 for the 12 months following the date of issue of the Capital Raising Shares.

6.4          Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made.  If they do, the issue has been taken to have been approved under Listing Rule 7.1 and so does not reduce the company's capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval for such issues under Listing Rule 7.1.

If Resolution Number 7 is passed, the issue of the Capital Raising Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the date of issue of the Capital Raising Shares.

If Resolution Number 7 is not passed, the issue of the Capital Raising Shares will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the date of issue of the Capital Raising Shares.

6.5          Specific information required by Listing Rule 7.5

Listing Rule 7.5 requires that the following information be provided to Shareholders in relation to the issue of the Consultant Shares:

(a)           a total of 250,000,000 Capital Raising Shares were issued;

(b)          the Capital Raising Shares were issued at £0.0014 (0.252AUD cents) per share on 17 March 2021;

(c)           the Capital Raising Shares rank pari passu and are on the same terms as existing shares on issue;

(d)          the Capital Raising Shares were issued to existing sophisticated shareholders of the Company, who were not a related parties of the Company;

(e)           a voting exclusion statement is included in the Notice.

6.6          Additional information

(a)           Resolution 7 is an ordinary resolution.

(b)           The Board unanimously recommends that Shareholders vote in favour of Resolution 7.

(c)           The Chair intends to exercise all available proxies in favour of Resolution 7.

Glossary

Words which are defined in the Explanatory Memorandum have the same meaning when used in this Notice of Meeting unless the context requires otherwise. For assistance in considering the Notice of Meeting and Explanatory Memorandum, the following words are defined here:

$ means Australian Dollars.

£ or GBP means Pound Sterling.

10-Day VWAP means the VWAP for Shares calculated over the 10 days on which trades of Shares are recorded on ASX before the relevant date.

General Meeting or Meeting means the general meeting of the Company convened under the Notice of Meeting.

Article means an article of the Constitution.

ASX means ASX Limited ACN 008 624 691 and where the context requires, the financial market operated by ASX Limited trading as the Australian Securities Exchange.

AWST means Australian Western Standard Time, being the time in Perth, Western Australia.

Board means the board of Directors of the Company.

Chair means the person appointed to chair the Meeting of the Company convened by the Notice.

Closely Related Party of a member of the Key Management Personnel means:

(a)      a spouse or child of the member;

(b)      a child of the member's spouse;

(c)      a dependent of the member or the member's spouse;

(d)      anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity;

(e)      a company the member controls; or

(f)      a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of 'closely related party' in the Corporations Act.

Company means Oilex Ltd (ABN 50 078 652 632).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

CREST means the computerised settlement system (as defined in the Uncertificated Securities Regulations 2001) in the United Kingdom operated by Euroclear UK & Ireland Limited which facilitates the transfer of title to shares in uncertificated form.

CREST Manual means the manual relating to CREST issued by Euroclear UK & Ireland Limited.

CREST Voting Instruction means a message which is sent using CREST.

Depositary Interest means an interest representing a Share, as issued by the UK Depositary and which enables the holder to hold and settle transfers of Shares in CREST.

DI Holders means holders of a Depositary Interests.

Director means a director of the Company from time to time.

Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Eligible Entity has the meaning given in the Explanatory Memorandum for Resolution 2.

Equity Security has the same meaning as in the Listing Rules.

EUI means Euroclear UK & Ireland Limited.

Explanatory Memorandum means the explanatory memorandum accompanying this Notice of Meeting.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Form of Instruction means, for holders of CREST Depository Interests, the form of instruction accompanying the Notice of Meeting

GMT means Greenwich Mean Time.

Listing Rules means the listing rules of ASX.

Lombard means Lombard Bank Malta plc (Registered No. C1607).

Managing Director means the managing director of the Company who may, in accordance with the Listing Rules, continue to hold office indefinitely without being re-elected to the office.

Notice of Meeting or Notice means this notice of annual general meeting.

Non-Executive Directors means Mr Paul Haywood and Mr Peter Schwarz.

Novum means Novum Securities Limited.

Options means an unlisted option to acquire a Share.

Ordinary Resolution means a resolution passed by more than 50% of the votes cast by members entitled to vote on the resolution.

Proxy Form means the proxy form accompanying the Notice of Meeting.

Remuneration Shares has the meaning given in the Explanatory Memorandum for Resolutions 4 and 5.

Republic means Republic Investment Management Pte Ltd (Reg No: 200007039H).

Resolution means a resolution set out in the Notice of Meeting.

Restricted Securities has the same meaning as in the Listing Rules.

Second Tranche Placement Options means an option with an exercise price of £0.00476 and a expiry date of 30 June 2022 on the terms and conditions set out in Schedule 1.

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

Shareholder means a holder of a Share. 

UK Depositary means Computershare Investor Services Plc.

VWAP means volume weighted average price.

The following terms and conditions apply to the Second Tranche Placement Options (Second Tranche Placement Options).

1.                Each Second Tranche Placement Option entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company (Share) upon exercise of the Second Tranche Placement Option.

2.                The Second Tranche Placement Options have an exercise price (Exercise Price) of £0.00476 and expiry date (Expiry Date) of 5.00pm WST 30 June 2022.

An Second Tranche Placement Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

3.                The Second Tranche Placement Options are exercisable at any time and from time to time on or prior to the Expiry Date.

4.                The Second Tranche Placement Options will be unquoted.

5.                The Second Tranche Placement Options are not transferable, except with the prior written approval of the Company.

6.                The Second Tranche Placement Options may be exercised by notice in writing to the Company in the manner specified on the Second Tranche Placement Option certificate (Notice of Exercise) and payment of the Exercise Price for each Second Tranche Placement Option by electronic funds transfer or other means of payment acceptable to the Company.

Any Notice of Exercise of an Second Tranche Placement Option received by the Company will be deemed to be a notice of the exercise of that Second Tranche Placement Option as at the date of receipt of cleared funds.

7.                Cheques shall be made payable to the Company and crossed "Not Negotiable". The application for Shares on exercise of the Second Tranche Placement Options with the appropriate remittance should be lodged at the Company.

8.                Shares issued on exercise of the Second Tranche Placement Options rank equally with the fully paid ordinary share capital of the Company.

9.                Application will be made by the Company to ASX and AIM, on the business day the Shares are issued, for quotation of the Shares issued upon the exercise of the Second Tranche Placement Options.

10.              Within 15 business days after the later of the following:

i.            receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Second Tranche Placement Option being exercised; and

ii.           when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

the Company will:

i.            issue the Shares pursuant to the exercise of the Second Tranche Placement Options;

ii.           give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

iii.          apply for official quotation on ASX and AIM of Shares issued pursuant to the exercise of the Second Tranche Placement Options.

11.              There are no participation rights or entitlements inherent in the Second Tranche Placement Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Second Tranche Placement Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 3 business days after the issue is announced. This will give the holders of Second Tranche Placement Options the opportunity to exercise their Second Tranche Placement Options prior to the date for determining entitlements to participate in any such issue.

12.              If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

i.          the number of Shares which must be issued on the exercise of an Second Tranche Placement Option will be increased by the number of Shares which the Second Tranche Placement Option holder would have received if the Second Tranche Placement Option holder had exercised the Second Tranche Placement Option before the record date for the bonus issue; and

ii.          no change will be made to the Exercise Price.

13.              If the Company makes an issue of Shares pro rata to existing Shareholders (other than as a bonus issue, to which paragraph 12 will apply) there will be no adjustment of the Exercise Price of an Second Tranche Placement Option or the number of Shares over which the Options are exercisable.

14.              If there is any reorganisation of the issued share capital of the Company, the rights of the Second Tranche Placement Option holders will be varied in accordance with the Listing Rules.