Antares Energy : Notice of Meeting of Noteholders

ANTARES ENERGY LIMITED

ANTARES ENERGY LIMITED‌

A.C.N. 009 230 835

Ground Floor PO Box 690

63 Hay Street West Perth WA 6872

Subiaco WA 6008 www.antaresenergy.com

4 March 2016

ANTARES ENERGY LIMITED (AZZ) - NOTEHOLDER NOTICE OF MEETING

Antares Energy Limited ("Antares" or "Company") encloses with this announcement:

1. A Notice of Meeting as sent to all Convertible Noteholders for a meeting to be held on Thursday, 31 March 2016 at the Parmelia Hilton Perth, 14 Mill Street, Perth, Western Australia ("Antares Notice of Meeting").

   
   

2. A Notice of Meeting sent by the Trustee to all Convertible Noteholders for a meeting to be held on Monday, 21 March 2016 at Baker & McKenzie, Level 27, AMP Centre, 50 Bridge Street, Sydney, New South Wales ("Trustee Notice of Meeting").

A Company update is included in the explanatory memorandum of the Antares Notice of Meeting.

Antares and the Trustee have been corresponding with the intention of trying to hold a single meeting of Convertible Noteholders instead of two separate meetings. A further update will be provided if the current arrangements change.

For further information please contact:

James Cruickshank Chairman & CEO

+ (61) (0) 488 222 122

or + (1) 214 762 2202

ANTARES ENERGY LIMITED

ACN 009 230 835

NOTICE OF MEETING OF NOTEHOLDERS

This meeting will be held at 12:00pm (WST) on Thursday, 31 March 2016 at the Parmelia Hilton Perth, 14 Mill Street, Perth, Western Australia ANTARES ENERGY LIMITED NOTICE OF MEETING OF NOTEHOLDERS

NOTICE IS HEREBY GIVEN that a meeting of Noteholders will be held at 12:00pm (WST) on Thursday, 31 March 2016 at the Parmelia Hilton Perth, 14 Mill Street, Perth, Western Australia for the purpose of considering and, if thought fit, passing the resolutions set out below.

For the purposes of this Notice of Meeting of Noteholders ("Notice"), Noteholders means the persons whose names are entered in the register maintained by or on behalf of Antares Energy Limited ("Antares" or "Company") of convertible unsecured notes (ASX: AZZG) ("Notes") issued pursuant to the Note Trust Deed dated 19 September 2003, as amended on 31 January 2007, 12 July 2013 and 30 October 2015, ("Trust Deed") between Antares (then named Amity Oil Limited) and Trust Company Limited (then named Trust Company of Australia Limited) ("Trustee").

The Explanatory Note accompanying and forming part of this Notice describes in more detail the reasons why the resolutions are being put to Noteholders.

ITEM OF BUSINESS

RESOLUTION 1 - AMENDMENTS TO TRUST DEED

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

"That for the purposes of clause 9.1(c) of the Trust Deed and in accordance with clauses 11(a)(ii) and 13(a) of schedule 3 to the Trust Deed the Noteholders assent to the Trustee exercising, and instruct the Trustee to exercise, its power under clause 9.1(c) of the Trust Deed to, by agreement with Antares, amend the Trust Deed by:

1. deleting Condition 18.4 of schedule 1 to the Trust Deed and replacing it with the following:

   
   

   "18.4 Reset Date

   
   

   With effect from 29 October 2015, it is deemed that for the purposes of this deed in respect of the Reset Date which occurred on 31 October 2012, the next Reset Date shall be 31 March 2017.";

   
   

2. amending Condition 2.1 of schedule 1 to the Trust Deed by inserting the following words at the start of that condition:

   
   

   "Subject to Condition 2.1A….";

3. insert a new Condition 2.1A in schedule 1 to the Trust Deed after Condition 2.1 which is as follows:

   
   

   "2.1A Interest payment moratorium

   
   

   For the period commencing on 31 January 2016 (inclusive) to 30 April 2017 (exclusive) ("Moratorium Period"):

   
   

4. the next Interest Payment Date shall be deemed to be 30 April 2017;

   
   

5. the relevant Interest Period for the above Interest Payment Date in Condition 2.1A(a) shall be deemed to be the Moratorium Period;

   
   

6. interest shall accrue to those persons who are Noteholders on 21 January 2016; and

   
   

7. the Issuer shall pay accrued interest in arrears on the Interest Payment Date in Condition 2.1A(a) for the Interest Period in Condition 2.1A(b).";

   
   

8. deleting Condition 5.4 of schedule 1 to the Trust Deed and replacing it with the following:

   
   

   "5.4 Number of Ordinary Shares Issued on Conversion

   
   

   Subject to Condition 5.5 and Condition 18, a Noteholder on Conversion of any Notes shall be entitled in all respects to four Ordinary Shares for every Note converted."; and

   
   

9. making such other amendments to the Trust Deed as the Trustee in its absolute discretion considers necessary or desirable to give effect to the amendments set out in paragraphs 1, 2, 3 and 4 above."




RECOMMENDATION




The Directors of Antares believe that the proposed Resolution 1 is in the best interests of Antares (and, in turn, the Noteholders) and recommend that you vote in favour of Resolution 1.




RESOLUTION 2 - APPOINTMENT OF INDEPENDENT INVESTIGATOR




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




"That an independent accountant (or other properly qualified professional) ("Independent Investigator") appointed forthwith to conduct, on behalf of the Trustee (but at the Issuer's cost, up to a maximum contribution by the Issuer of an amount to be agreed between the Trustee and Issuer, for the initial scope of work set out below (and assuming no delays or difficulties in accessing information) or such additional amount as agreed between the Issuer and Trustee), an independent business review in relation to the following aspects of the Issuer's business and assets:




1. the process(es) undertaken by the Issuer in 2015 and 2016 for the sale (or attempted sale) of the Issuer's oil exploration tenements known as "Northern Star" and "Big Star" (together, "Assets"), located in the United States of America;

   
   

2. the Issuer's cash flow forecasts in the management accounts prepared by the Issuer; and

   
   

3. the conditions to completion of any sale of the Assets that is binding but not completed at the time of the appointment of the Independent Investigator,




such Independent Investigator to have full access to all of the Issuer's books, records and management personnel with the Independent Investigator to then report in writing to the Trustee (on a confidential basis) in relation to those matters (with the independent business review and written report to the Trustee to be completed within fifteen (15) Business Days of the initial appointment of the Independent Investigator, or such further time as the Trustee may determine)."