Great Artesian Oil and Gas Limited, in the matter of Great Artesian Oil and Gas Limited [2008] FCA 997

FEDERAL COURT OF AUSTRALIA

Great Artesian Oil and Gas Limited, in the matter of Great Artesian Oil and Gas Limited [2008] FCA 997

IN THE MATTER OF GREAT ARTESIAN OIL AND GAS LIMITED, GREAT ARTESIAN OIL AND GAS LIMITED

NSD 869 OF 2008

EMMETT J

19 JUNE 2008

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD 869 OF 2008

IN THE MATTER OF GREAT ARTESIAN OIL AND GAS LIMITED, GREAT ARTESIAN OIL AND GAS LIMITED

Plaintiff

JUDGE: EMMETT J

DATE OF ORDER: 19 JUNE 2008

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1 Pursuant to subsection 411(1) of the Corporations Act 2001 (Cth) (Corporations Act): (a) Great Artesian Oil and Gas Limited ABN 44 078 607 682 (Great Artesian) convene a meeting (Scheme Meeting) of the holders of ordinary shares in Great Artesian, other than the holders of Excluded Shares in respect of those Excluded Shares (Great Artesian Shareholders), for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement proposed to be made between Great Artesian and Great Artesian Shareholders (Scheme), being the scheme substantially in the form of the draft contained at appendix D to the scheme booklet containing the explanatory statement in relation to the Scheme, being Exhibit "1" in these proceedings (Scheme Booklet). (b) The Scheme Meeting be held at 10.30 am (Sydney time) on 28 July 2008 at The Henry Lawson Room, Sydney Harbour Marriott, 30 Pitt Street, Sydney. (c) The Chairperson of the Scheme Meeting be Peter Hopkins and in his absence Jim McKerlie. (d) The Chairperson appointed to the Scheme Meeting has the power to adjourn the Scheme Meeting in his absolute discretion. (e) All voting at the Scheme Meeting be by poll as declared by the Chairperson. (f) At the Scheme Meeting, a person will be entitled to one vote for each Great Artesian share that the person is registered as holding at 7pm (Sydney time) on 26 July 2008. (g) The explanatory statement in the Scheme Booklet for the Scheme be approved for distribution to Great Artesian Shareholders. (h) There be dispatched to each Great Artesian Shareholder: (i) a document substantially in the form of the Scheme Booklet; (ii) a proxy form for the Scheme Meeting; and (iii) a reply paid (for use in Australia only) envelope addressed to Computershare Investor Services Pty Limited for the return of the proxy form, in the case of each Great Artesian Shareholder who has a registered address in Australia, by prepaid post and, in the case of each Great Artesian Shareholder who has a registered address outside Australia, by prepaid airmail or air courier, in each case addressed to the relevant address set out in the Great Artesian register of members. (i) The time by which the Great Artesian Shareholders must return their proxy forms for the Scheme Meeting be 10.30am (Sydney time) on 26 July 2008. (j) Great Artesian place an advertisement in The Australian newspaper, substantially in the form of "Annexure A" to these Orders, on or before 25 July 2008 and Great Artesian shall otherwise be exempted from compliance with the requirement to publish such notice at least 5 days before the date fixed for hearing of the application pursuant to Rule 3.4(3)(b) of the Federal Court (Corporations) Rules 2000 (Cth). 2 Pursuant to section 1319 of the Corporations Act, Great Artesian be exempted from compliance with the requirements of rule 2.15 of the Federal Court (Corporations) Rules 2000 save that regulation 5.6.13 of the Corporations Regulations 2001 shall apply to the Great Artesian Scheme Meeting. 3 The proceedings be stood over to 31 July 2008 at 9.30am (Australian Eastern Standard Time) before Justice Emmett for the hearing of any application to approve the Scheme. 4 These orders to be entered forthwith. In these orders, an Excluded Share is a fully paid ordinary share in Great Artesian held by Drillsearch Energy Limited ABN 73 006 474 844 (Drillsearch) or by any person on behalf of, or for the benefit of Drillsearch as at the record date for the Scheme. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.