20 Howard Street
Perth WA 6000
PO Box Z5207
St George's Terrace
ABN 66 138 145 114 Perth WA 6831
www.incrementaloilandgas.com Tel: 08 6144 0590
ASX Code: IOG Fax: 08 6144 0593
4 August 2016
Company Announcements Australian Securities Exchange Level 40, Central Park
152-158 St George's Terrace Perth WA 6000
By: e-lodgement (ASX code: IOG)
Dear Sir/Madam
EXTRAORDINARY GENERAL MEETING
Further to an announcement on 27th July, the Company provides the attached Notice of Meeting for an Extraordinary General Meeting (EGM) to be held on Friday 2nd September to approve the allocation of Tranche 2 of the shares that have been offered under a private placement.
Subject to Shareholder approval at the EGM, 14.125 million shares are being offered to raise
$565,000 in Tranche 2 of the private placement.
A copy of the Notice of Meeting and Proxy Form are available at the Company's web site: http://www.incrementaloilandgas.com/extraordinary-general-meeting
By order of the Board
SIMON ADAMS
Company Secretary
CRP02 20 EGM Tranche 2 of Placement Aug0416
INCREMENTAL OIL AND GAS LIMITED
ACN 138 145 114
NOTICE OF EXTRAORDINARY GENERAL MEETING
and EXPLANATORY MEMORANDUM
Date of Meeting
Friday, 2 September 2016
Time of Meeting
10.00 am (WST)
Place of Meeting
Incremental Oil and Gas Limited Level 1, 20 Howard Street Perth, Western Australia
CMS07.01 EGM NOM Aug2016 (With Proxy)
NOTICE OF GENERAL MEETING INCREMENTAL OIL AND GAS LIMITED ACN 138 145 114
Notice is hereby given that an Extraordinary General Meeting (Meeting) of Shareholders of Incremental Oil and Gas Limited (the Company) will be held at 10.00am (WST) on Friday, 2 September 2016 at the registered office of Incremental Oil and Gas Limited, Level 1, 20 Howard Street, Perth, Western Australia.
RESOLUTION 1 Ratification of prior issue of Placement Shares to investors
To consider and if thought fit, to pass the following Resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the issue of 23,875,000 Shares at an issue price of $0.04 (4 cents) to investors who do not require disclosure under section 708 of the Corporations Act on the terms set out in the Explanatory Memorandum."
Voting exclusion statement: The Company will disregard any votes cast on this Resolution by a person who participated in the issue of Shares or any associates (as defined in the Listing Rules) of that person.
However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or if 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.
RESOLUTION 2 Approval of the issue of Placement Shares to sophisticated investors
To consider and if thought fit, to pass the following Resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 14,125,000 Shares at an issue price of $0.04 (4 cents) to sophisticated investors on the terms set out in the Explanatory Memorandum."
Voting exclusion statement: The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity as a holder of Shares, if the Resolution is passed.
However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or if 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.
RESOLUTION 3 Approval for Director participation in Placement - Mr Mark Stowell
To consider and if thought fit, to pass, the following Resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.11, Shareholders approve the issue of up to 2,500,000 Shares at an issue price of $0.04 (4 cents) to Mr Mark Stowell (or his nominee), a director of the Company, on the terms set out in the Explanatory Memorandum."
Voting exclusion statement: The Company will disregard any votes cast on this Resolution by Mr Mark Stowell or any of his associates (as defined in the Listing Rules).
However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or if 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.
RESOLUTION 4 Approval for Director participation in Placement - Mr Gerrard McGann
To consider and if thought fit, to pass, the following Resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.11, Shareholders approve the issue of up to 375,000 Shares at an issue price of $0.04 (4 cents) to Mr Gerrard McGann (or his nominee), a director of the Company, on the terms set out in the Explanatory Memorandum."
Voting exclusion statement: The Company will disregard any votes cast on this Resolution by Mr Gerrard McGann or any of his associates (as defined in the Listing Rules).
However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or if 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.
RESOLUTION 5 Approval for Director participation in Placement - Mr Matthew McCann
To consider and if thought fit, to pass, the following Resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.11, Shareholders approve the issue of up to 500,000 Shares at an issue price of $0.04 (4 cents) to Mr Matthew McCann (or his nominee), a director of the Company, on the terms set out in the Explanatory Memorandum."
Voting exclusion statement: The Company will disregard any votes cast on this Resolution by Mr Matthew McCann or any of his associates (as defined in the Listing Rules).
However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or if 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.
RESOLUTION 6 Approval for Director participation in Placement - Mr John Whisler
To consider and if thought fit, to pass, the following Resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.11, Shareholders approve the issue of up to 750,000 Shares at an issue price of $0.04 (4 cents) to Mr John Whisler (or his nominee), a director of the Company, on the terms set out in the Explanatory Memorandum."
Voting exclusion statement: The Company will disregard any votes cast on this Resolution by Mr John Whisler or any of his associates (as defined in the Listing Rules).
However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or if 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 4 August 2016
BY ORDER OF THE BOARD INCREMENTAL OIL AND GAS LIMITED
SIMON ADAMS
Company Secretary