Texon Petroleum Limited : Demerger Scheme and Acquisition Scheme Approved by Texon Shareholders

ASX Announcement

Date: 25 February 2013

Level 9, 46 Edward Street

Brisbane, Qld Australia 4000

Postal: GPO Box 402

Brisbane, Qld Australia 4001

Telephone: +61 7 3211 1122

Fax: +61 7 3211 0133

Des Olling

or

John Armstrong

Chairman

john.armstrong@texonpetroleu m.co m.au

www.tex onpetroleum.com.au

Demerger Scheme and Acquisition Scheme approved by Texon shareholders

Texon Petroleum Ltd (ASX:TXN, Texon) advises that Texon Shareholders have today approved the proposed schemes of arrangement under which Talon Petroleum Limited (Talon) will be demerged from Texon (Demerger Scheme) and Texon will be acquired by Sundance Energy Australia Limited (ASX:SEA, Sundance) (Acquisition Scheme) at meetings convened in accordance with orders made by the Federal Court of Australia (Scheme Meetings). Ancillary resolutions for the purposes of the schemes were also approved by Texon Shareholders at an extraordinary general meeting (General Meeting) held after the Scheme Meetings had concluded.

The results of the meetings are attached to this announcement. Implementation of the schemes remains subject to approval by

the Federal Court of Australia. Subject to lodgement of c ourt

orders approving the scheme with ASIC, Texon has requested

that ASX suspend Texon's securities from quotation effective from close of trading on 27 February 2013. An indicative timetable of the remaining key dates in relation to the Demerger and Acquisition Schemes (assuming that court approval is obtained) is set out below:

Texon shareholders with any questions are encouraged to contact the Texon Shareholder Information Line on 1300 378 879 (within Australia) or +61 3 9415 4012 (outside Australia) Monday to Friday between 8.30am and 5.00pm (Brisbane time).

-ends

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Results of Scheme and General Meetings

In accordance with ASX Listing Rule 3.13.2 and section 251AA of the Corporations Act 2001 (Cth), the following information is provided to ASX Limited in relation to the Scheme Meetings and General Meeting of Texon shareholders held on 25 February 2013.

Resolution

'That, subject to and conditional on the Capital Reduction Resolution being approved by Texon
Shareholders (namely, the reduction in Texon's share capital on the Implementation Date under section
256B of the Corporations Act of an amount of $19,220,000 applied equally against each Scheme Share), pursuant to and in accordance with the prov isions of section 411 of the Corporations Act, the scheme of arrangement proposed between Texon and the holders of its fully paid ordinary shares, designated the 'Demerger Scheme', as contained in and more particularly described in the Demerger Scheme Booklet accompanying the notice convening this meeting, is agreed to (with or without any modifications or conditions required by the Court) and, subject to approval of the Demerger Scheme by the Court, the board of directors of Texon is authorised to implemen t the Demerger Scheme with any such modifications or conditions.'

Proxy vote disclosure

In respect of the resolution, the total number of proxy votes exercisable by all proxies

validly appointed was 123,131,493. The instructions given to validly appointed proxies before the meeting in respect of the resolution were as follows:

Result of poll

The resolution was carried on a poll, the details of whic h are:

Votes cast

Holders voting

Resolution

'That pursuant to and in accordance with the provisions of section 411 of the Corporations Act, the scheme of arrangement proposed between Texon and the holders of its fully paid ordinary shares,

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designated the 'Acquisition Scheme', as contained in and more particularly describ ed in the Acquisition Scheme Booklet accompanying the notice convening this meeting, is agreed to (with or without any modifications or conditions required by the Court to which Texon and Sundance agree) and, subject to approval of the Acquisition Scheme by the Court, the board of directors of Texon is authorised to implement the Acquisition Scheme with any such modifications or conditions.

Proxy vote disclosure

In respect of the resolution, the total number of proxy votes exercisable by all proxies

validly appointed was 123,356,721. The instructions given to validly appointed proxies before the meeting in respect of the resolution were as follows:

Result of poll

The resolution was carried on a poll, the details of which are:

Votes cast

Holders voting

Resolution 1

'That, pursuant to section 256C(1) of the Corporations Act 2001 (Cth) and for all other purposes, subject to and conditional on:
(a) the Demerger Scheme being approved by the Court under section 411(4)(b) of the Cor porations
Act; and
(b) an office copy of the Court orders approving the Demerger Scheme being lodged with ASIC,
the following reduction of the share capital of the Company is approved, namely, the reduction on the Implementation Date by an amount of $19,220,000, with the reduction being effected and satisfied by applying such amount equally against each Scheme Share (as defined in the Demerger Scheme) and, in respect of each Scheme Share, appropriating such equal amount to or for the benefit of the S cheme Shareholder who is the registered holder of that Scheme Share (as defined in the Demerger Scheme) at the Demerger Record Date, and otherwise in accordance with the Demerger Scheme.'

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Proxy vote disclosure

In respect of the resolution as amended and as advised to the market on 18 February 2013, the total number of proxy votes exercisable by all proxies validly appointed was 128,182,086. The instructions given to validly appointed proxies before the meeting in respect of the resolution were as follow s:

Result of poll

Resolution 1 was carried as an ordinary resolution on a poll, the details of which are:

Votes cast

Resolution 2

'That, subject to and conditional upon the Demerger Scheme and Acquisition Scheme being approved
by the Court under section 411(4)(b) of the Corporations Act and implemented in accordance wit h their terms, approval is given for all relevant purposes for the issue of up to 4,480,000 Talon Shares to Wandoo on the terms of the Wandoo Interest Acquisition Agreement as described in this notice of meeting and the Demerger Scheme Booklet of which thi s notice forms part.'

Proxy vote disclosure

In respect of the resolution, the total number of proxy votes exercisable by all proxies

validly appointed was 128,182,086. The instructions given to validly appointed proxies before the

meeting in respect of the resolution were as follows:

Result of poll

Resolution 2 was carried as an ordinary resolution on a poll, the details of which are:

Votes cast

Yours sincerely

Company Secretary

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