PROVARIS ENERGY LTD — Proxy Solicitation & Information Statement 2011

WESTRALIAN GAS AND POWER LIMITED ACN 109 213 470

NOTICE OF GENERAL MEETING

TIME : 10.30 am (WST) DATE : 17 June 2011 PLACE : 31 Ord Street West Perth, Western Australia

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) 9322 6955.

CONTENTS PAGE

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.30 am (WST) on 17 June 2011 at:

31 Ord Street

West Perth, Western Australia

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Computershare Investor Services Pty Ltd, GPO Box 242, Melbourne VIC 3001;

• (b) facsimile to Computershare Investor Services Pty Ltd on facsimile number (+61 3) 9473 2555;

• (c) post to Westralian Gas and Power Limited, 31 Ord Street, West Perth, Western Australia 6005; or

• (d) facsimile to the Company on facsimile number (+61 8) 9322 6722,

so that it is received not later than 10.30 am (WST) on 15 June 2011.

Proxy Forms received later than this time will be invalid.

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NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders will be held at 10.30 am (WST) on 17 June 2011 at 31 Ord Street, West Perth, Western Australia.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 5.00pm (WST) on 15 June 2011.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 – PLACEMENT OF SHARES

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 50,000,000 Shares at a minimum issue price of 2 cents ($0.02) per Share and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by 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 holder of ordinary securities, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. RESOLUTION 2 – PLACEMENT OF OPTIONS

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 50,000,000 Options at a minimum issue price of 0.1 cent ($0.001) per Option on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by 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 holder of ordinary securities, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SECURITIES

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 27,500,000 Shares and 20,500,000 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. RESOLUTION 4 – PARTICIPATION OF DIRECTOR IN SHARE PLACEMENT – PETER BRIGGS

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

“Subject to Resolution 1 being passed, that, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue up to 10,000,000 of the Shares the subject of Resolution 1 to Peter Briggs (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Peter Briggs (or his nominee) or any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons, if the resolution is passed. The Company will also disregard any votes cast on this Resolution by any person who is to receive securities in relation to the entity. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. RESOLUTION 5 – PARTICIPATION OF DIRECTOR IN SHARE PLACEMENT – STEPHEN THOMAS

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

“Subject to Resolution 1 being passed, that, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue up to 10,000,000 of the Shares the subject of Resolution 1 to Stephen Thomas (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Stephen Thomas (or his nominee) or any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons, if the resolution is passed. The Company will also disregard any votes cast on this Resolution by any person who is to receive securities in relation to the entity. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the person chairing

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the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. RESOLUTION 6 – PARTICIPATION OF DIRECTOR IN SHARE PLACEMENT – CHONG KWEE CH’NG

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

“Subject to Resolution 1 being passed, that, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue up to 10,000,000 of the Shares the subject of Resolution 1 to Chong Kwee Ch’ng (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Chong Kwee Ch’ng (or his nominee) or any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons, if the resolution is passed. The Company will also disregard any votes cast on this Resolution by any person who is to receive securities in relation to the entity. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

7. RESOLUTION 7 – PARTICIPATION OF DIRECTOR IN OPTION PLACEMENT – PETER BRIGGS

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

“Subject to Resolution 2 being passed, that, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue up to 10,000,000 of the Options the subject of Resolution 2 to Peter Briggs (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Peter Briggs (or his nominee) or any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons, if the resolution is passed. The Company will also disregard any votes cast on this Resolution by any person who is to receive securities in relation to the entity. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

8. RESOLUTION 8 – PARTICIPATION OF DIRECTOR IN OPTION PLACEMENT – STEPHEN THOMAS

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

“Subject to Resolution 2 being passed, that, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue up to 10,000,000 of the Options the subject of Resolution 2 to Stephen Thomas (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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Voting Exclusion : The Company will disregard any votes cast on this Resolution by Stephen Thomas (or his nominee) or any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons, if the resolution is passed. The Company will also disregard any votes cast on this Resolution by any person who is to receive securities in relation to the entity. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

9. RESOLUTION 9 – PARTICIPATION OF DIRECTOR IN OPTION PLACEMENT – CHONG KWEE CH’NG

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

“Subject to Resolution 2 being passed, that, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue up to 10,000,000 of the Options the subject of Resolution 2 to Chong Kwee Ch’ng (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Chong Kwee Ch’ng (or his nominee) or any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons, if the resolution is passed. The Company will also disregard any votes cast on this Resolution by any person who is to receive securities in relation to the entity. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

DATED: 10 May 2011

BY ORDER OF THE BOARD

JACK TOBY COMPANY SECRETARY WESTRALIAN GAS & POWER LIMITED

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 10.30 am (WST) on 17 June 2011 at 31 Ord Street, West Perth, Western Australia.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. RESOLUTION 1 – PLACEMENT OF SHARES

1.1 General

Resolution 1 seeks Shareholder approval for the allotment and issue of up to 50,000,000 Shares at a minimum issue price of 2 cents ($0.02) per Share ( Share Placement ).

Shareholder approval for related parties of the Company to participate in the Share Placement is being sought in Resolutions 4 to 6, pursuant to ASX Listing Rule 10.11. The Shares being offered to the related parties are being offered on the same terms and conditions as the Shares to be issued to the non-related parties under Resolution 1.

Subject to the participation by each of the Directors in the Share Placement (as proposed in Resolutions 4 to 6) none of the subscribers pursuant to the Share Placement will be related parties of the Company.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

The effect of Resolution 1 will be to allow the Directors to issue the Shares pursuant to the Share Placement during the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

1.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Share Placement:

• (a) the maximum number of Shares to be issued is 50,000,000;

• (b) subject to Section 1.2(c), the Shares will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur progressively during this time;

• (c) the Shares to be issued to the Directors (or their nominees) (pursuant to Resolutions 4 to 6) will be issued no later than one month after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur progressively during this time;

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• (d) the issue price will be a minimum of 2 cents ($0.02) per Share;

• (e) the Directors will determine to whom the Shares will be issued and, other than as set out in Resolutions 4 to 6, these persons will not be related parties of the Company;

• (f) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (g) the Company intends to use the funds raised from the Share Placement towards exploration expenses for DR11 and other exploration areas, funding of potential future acquisitions, administration expenses and working capital.

2. RESOLUTION 2 – PLACEMENT OF OPTIONS

Resolution 2 seeks Shareholder approval for the issue of up to 50,000,000 Options at a minimum issue price of 0.1 cent ($0.001) per Option ( Option Placement ).

Shareholder approval for related parties of the Company to participate in the Option Placement is being sought in Resolutions 7 to 9, pursuant to ASX Listing Rule 10.11. The Options being offered to the related parties are being offered on the same terms and conditions as the Options to be issued to the non-related parties under Resolution 2.

Subject to the participation by each of the Directors in the Option Placement (as proposed in Resolutions 7 to 9) none of the subscribers pursuant to the Option Placement will be related parties of the Company.

A summary of ASX Listing Rule 7.1 is set out in Section 1.1 of this Explanatory Statement.

The effect of Resolution 2 will be to allow the Directors to issue the Options pursuant to the Option Placement during the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

2.1 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Option Placement:

• (a) the maximum number of Options to be issued is 50,000,000;

• (b) subject to Section 2.1(c), the Options will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that the issue will occur progressively during this time;

• (c) the Options to be issued to the Directors (or their nominees) (pursuant to Resolutions 7 to 9) will be issued no later than one month after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur progressively during this time;

• (d) the issue price will be a minimum of 0.1 cent ($0.001) per Option;

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• (e) the Directors will determine to whom the Options will be granted and, other than as set out in Resolutions 7 to 9, these persons will not be related parties of the Company;

• (f) the Options will be issued on the terms and conditions set out in Schedule 1; and

• (g) the Company intends to use the funds raised from the Option Placement towards exploration expenses for DR11 and other exploration areas, funding of potential future acquisitions, administration expenses and working capital.

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SECURITIES

3.1 General

On 7 April 2011, the Company made a placement of 27,500,000 Shares at $0.02 per Share and 20,500,000 Options at an issue price of $0.001 per Option to raise $570,500.

The subscribers pursuant to this issue were not related parties of the Company.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Resolution 3 Ratification ).

A summary of ASX Listing Rule 7.1 is set out in Section 1.1 of this Explanatory Statement.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

3.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Resolution 3 Ratification:

• (a) 27,500,000 Shares and 20,500,000 Options were allotted and issued;

• (b) the issue price of the Shares was $0.02 per Share and the issue price of the Options was $0.001 per Option.

• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Options were issued on the terms and conditions set out in Schedule 1;

• (e) the Shares and Options were issued to sophisticated investors, none of whom were related parties of the Company; and

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(f) the funds raised from this issue were used for exploration expenses, administration expenses and working capital.

4. RESOLUTIONS 4 TO 9 - PARTICIPATION OF DIRECTORS IN SHARE PLACEMENT AND OPTION PLACEMENT

4.1 General

Resolutions 4 to 6 seek Shareholder approval for the issue of up to 10,000,000 Shares to each of Peter Briggs, Stephen Thomas and Chong Kwee Ch’ng (together the Participants ) (or their nominees) on the same terms as those Shares to be issued under the Share Placement.

Resolutions 7 to 9 seek Shareholder approval for the issue of up to 10,000,000 Options to each of the Participants) (or their nominees) on the same terms as those Options to be issued under the Option Placement.

Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity 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 securities constitutes giving a financial benefit.

The Participants are related parties of the Company because Peter Briggs, Stephen Thomas and Chong Kwee Ch’ng are all Directors.

In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

It is the view of the Board that the exception set out in Section 210 of the Corporations Act applies in the current circumstances (i.e. participation in the Share Placement and the Option Placement by the Participants) as the Shares and the Options will be issued to the Participants on the same terms as non-related party participants in the Share Placement and the Option Placement and as such the giving of the financial benefit is on arm’s length terms. However, the Board believes that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought pursuant to ASX Listing Rule 10.11 only.

4.2 Technical information required by ASX Listing Rule 10.11

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the proposed participation in the Share Placement and the Option Placement by the Participants:

• (a) Messrs Peter Briggs, Stephen Thomas and Chong Kwee Ch’ng (or their nominees) are proposing to participate in the Share Placement and the

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Option Placement, and are considered to be related parties of the Company as they are Directors of the Company;

• (b) the maximum number of Shares and Options to be issued to the Participants will be:

• (i) Peter Briggs (or his nominee) – 10,000,000 Shares and 10,000,000 Options;

• (ii) Stephen Thomas (or his nominee) – 10,000,000 Shares and 10,000,000 Options; and

• (iii) Chong Kwee Ch’ng (or his nominee) – 10,000,000 Shares and 10,000,000 Options.

The maximum number of Shares to be issued under Resolutions 4 to 6 shall be deducted from the total number of Shares issued under Resolution 1 and the the maximum number of Options to be issued under Resolutions 7 to 9 shall be deducted from the total number of Options issued under Resolution 2;

• (c) Resolutions 4 to 6, if passed, will enable the Participants to subscribe for up to 10,000,000 Shares each, however there is no obligation on the Participants to subscribe for all (or any) of those Shares;

• (d) Resolutions 7 to 9, if passed, will enable the Participants to subscribe for up to 10,000,000 Options each, however there is no obligation on the Participants to subscribe for all (or any) of those Options;

• (e) the Shares and Options may be granted to the Participants, on a different date to the rest of those Shares and Options granted under Resolutions 1 and 2, that is, no later than one month after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur progressively during this time;

• (f) the issue price of the Shares will be a minimum of 2 cents ($0.02) per Share;

• (g) the issue price of the Options will be a minimum of 0.1 cent ($0.001) per Option;

• (h) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (i) the Options will be issued on the terms and conditions set out in Schedule 1; and

• (j) as outlined in Sections 1.2(g) and 2.1(g) above, the Company intends to use the funds raised from the Share Placement and the Option Placement towards exploration expenses for DR11 and other exploration areas, funding of potential future acquisitions, administration expenses and working capital.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Shares and Options to the Participants as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares and Options to the Participants will not be

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included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

5. ENQUIRIES

Shareholders are required to contact the Company Secretary on (+ 61 8) 9322 6955 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means Westralian Gas and Power Limited (ACN 109 213 470).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

General Meeting means the meeting convened by the Notice of Meeting.

Notice of Meeting or Notice of General Meeting means this notice of General Meeting including the Explanatory Statement.

Option means an Option to acquire a Share with the terms and conditions set out in Schedule 1.

Optionholder means a holder of an Option.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

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

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) Each Option entitles the holder to subscribe for 1 Share upon the payment of 3 cents per Share subscribed for.

• (b) The Options will lapse at 5.00pm, Western Standard Time on 31 October 2015.

• (c) The Options may not be listed for official quotation on the ASX, however, the Company may, in its absolute discretion, apply for the Options to be listed for official quotation on the ASX in the future. The Company is under no obligation to apply for the Options to be listed for official quotation on the ASX. In the event that the Options are listed for official quotation on the ASX in the future, the Company is under no obligation to maintain the listing and may take any action that may result in the delisting of the Options on the ASX.

• (d) The Optionholder must not offer any of the Options, or the Shares issued on exercise of the Options, for sale to any person ( Secondary Offer ) within 12 months from the respective date of issue of those Options or Shares (as applicable) unless:

• (i) the Secondary Offer does not require disclosure as a result of sections 707 or 708 of the Corporations Act (excluding section 708(1) of the Corporations Act);

• (ii) the Secondary Offer does not require disclosure as a result of section 708A or ASIC Class Order 04/671 or any variation or replacement of such Class Order;

• (iii) the Secondary Offer is made pursuant to a disclosure document in accordance with the Corporations Act; or

• (iv) the Secondary Offer is received by a person outside Australia.

For the avoidance of doubt, paragraph (d)(iii) does not create any obligation on the Company to issue a disclosure document (whether at its cost or otherwise).

• (e) There are no participating rights or entitlements inherent in the Options and holders of the Options will not be entitled to participate in new issues of capital that may be offered to Shareholders during the currency of the Option.

• (f) However Optionholders have the right to exercise their Options prior to the date of determining entitlements to any pro rata capital issues to the then existing Shareholders of the Company made during the currency of the Options, and will be granted a period of at least nine (9) business days before books closing date to exercise the Options.

• (g) In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the Options will be re-organised as required by the ASX Listing Rules, but in all other respects the terms of exercise will remain unchanged.

• (h) The Options shall be exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the Optionholder to exercise all or a specified number of Options held by them accompanied by an Option Certification and payment to the Company for the subscription monies for the

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Shares. An exercise of only some Options shall not affect the rights of the Optionholder to the balance of the Options held by them.

• (i) The notice of exercise of Options may be deemed by the Company to be received at the end of the calendar month in which it is actually received and the Company shall comply with the ASX Listing Rules with respect to the allotment of resultant Shares and the issue of a statement of shareholding.

• (j) Shares allotted pursuant to an exercise of Options shall rank, from the date of allotment, equally with the existing Shares of the Company in all respects.

• (k) The Company shall make an application to have those Shares allotted pursuant to an exercise of Options listed for official quotation by ASX.

• (l) If there is a bonus share issue to the holders of Shares, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the Optionholder would have received if the Option had been exercised before the record date for the bonus issue.

• (m) There is no right to change the exercise price of the Options nor the number of underlying Shares over which the Options can be exercised, if the Company completes a pro rata issue.

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PROXY FORM

APPOINTMENT OF PROXY WESTRALIAN GAS AND POWER LIMITED ACN 109 213 470

GENERAL MEETING

I/We of being a member of Westralian Gas and Power Limited entitled to attend and vote at the General Meeting, hereby Appoint Name of proxy

OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at 10.30 am (WST), on 17 June 2011 at 31 Ord Street, West Perth, Western Australia, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy please place a mark in this box.

By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1, 2, 4 and 7 and that votes cast by the Chair of the General Meeting for Resolutions 1, 2, 4 and 7 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 1, 2, 4 and 7 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1, 2, 4 and 7.

OR

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

Signature of Member(s):

Contact Name: _____ Contact Ph (daytime): _________

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WESTRALIAN GAS AND POWER LIMITED ACN 109 213 470

Instructions for Completing ‘Appointment of Proxy’ Form

1.

( Appointing a Proxy ): A member entitled to attend and vote at an General Meeting is entitled to appoint not more than 2 proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than 1 proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints 2 proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

1. ( Direction to Vote ): A member may direct a proxy how to vote by marking 1 of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than 1 box is marked on an item the vote will be invalid on that item.

3.

( Signing Instructions ):

• ( Individual ): Where the holding is in 1 name, the member must sign.

• ( Joint Holding ): Where the holding is in more than 1 name, the vote of the senior who tenders a vote by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the Register of Shareholders.

• ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Computershare Investor Services Pty Ltd, GPO Box 242, Melbourne VIC 3001; or

• (b) facsimile to Computershare Investor Services Pty Ltd on facsimile number (+61 3) 9473 2555; or

• (c) post to Westralian Gas and Power Limited, 31 Ord Street, West Perth, Western Australia 6005; or

• (d) facsimile to the Company on facsimile number +61 8 9322 6722,

so that it is received not later than 10.30 am (WST) on 15 June 2011.

Proxy forms received later than this time will be invalid.

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