Notice of General Meeting

25 May 2011

 

The Manager
Company Announcements
Australian Securities Exchange Limited
Level 6, 20 Bridge Street
SYDNEY  NSW  2000

 

By e-lodgement

 

Notice of General Meeting


Please find attached the Notice of Meeting as despatched to Shareholders. A
copy of the full explanatory statement of the Notice of Meeting is available on
the Company's website.

 

 

Yours faithfully

 


Peter Landau

Executive Director

 

 



NOTICE OF GENERAL MEETING

Notice is given that the general meeting of Shareholders will be held at 3.00pm
(WST) on 23 June 2011 at The University Club of Western Australia, Private
Dining Room, Hackett Drive (Entrance Carpark 3), Crawley, WA 6009.

The Explanatory Statement 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 no
later than the close of business on 21 June 2011.

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

AGENDA

1. Resolution 1 - ratification of prior 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 7.4 and for all other purposes,
Shareholders ratify the allotment and issue of 117,647,059 Shares 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.

2. Resolution 2 - ratification of prior issues of Shares upon drawdown of equity
line of credit

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 73,503,273 Shares pursuant to
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.

3. Resolution 3 - issue of SECURITIES to acquire soca petroleum

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

"That, for the purpose of ASX Listing Rule 7.1,Section 246B of the Corporations
Act and for all other purposes, Shareholders approve and authorise the
Directors to allot and issue:

(a)   35,842,293 Shares;

(b)   17,921,146 Class A Performance Shares; and

(c)    17,921,146 Class B Performance Shares,

as consideration for the acquisition of the remaining 90% interest in SOCA
Petroleum Limited 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.

4. Resolution 4 - issue of shares to sophisticated investors

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 Shares to raise up to
$10,000,000 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.

 

 

 

5. Resolution 5 - issue of shares PURSUANT TO OVERSUBSCRIBED PLACEMENT 

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 Shares to raise up to
$7,800,000 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.

                                                                               

A copy of the full explanatory statement is available on the Company's Website 

 

Contacts

Range Resources 
Peter Landau 
Tel: [phone]
Em: [e-mail]

 

Australia                          London
PPR                                Tavistock Communications
DavidTasker                        Ed Portman / Paul Youens
Tel: [phone]              Tel: [phone]
Em: [e-mail]        Em: [e-mail]

 

RFC Corporate Finance (Nominated Advisor)      Old Park Lane Capital (Broker)
Stuart Laing                                   Michael Parnes
Tel: [phone]                         Tel: [phone]

 

 
 

Range Background

 

Range Resources is a dual listed (ASX: RRS; AIM: RRL) oil & gas exploration
company with oil & gas interests in the frontier state of Puntland, Somalia,
the Republic of Georgia and Texas, USA.

 

Range holds a 25% interest in the initial Smith #1 well and 20% interest in
further wells on the North Chapman Ranch project, Texas. The project area
encompasses approximately 1,680 acres in one of the most prolific oil and gas
producing trends in the State of Texas. Drilling of the first well has resulted
in a commercial discovery with independently assessed gross recoverable
reserves in place (on a mean 100% basis) of 240 Bcf of natural gas, 18 mmbbls
of oil and 17 mmbbls of natural gas liquids.

Range holds a 21.75% interest in the East Texas Cotton Valley Prospect in Red
River County, Texas, USA, with the prospect's project area encompassing
approximately 1,570 acres including a recent oil discovery.  Independently
assessed gross recoverable reserves in place (on a mean 100% basis) of 5.4
Mmbbls of oil.

In Puntland, Range holds a 20% working interest in two licences encompassing
the highly prospective Dharoor and Nugaal valleys with the operator and 45%
interest holder, Africa Oil Corp (TSXV:AOI) plan ing to drill two wells in
2011.

In the Republic of Georgia, Range holds a 40% farm-in interest in onshore
blocks VIa and VIb, covering approx. 7,000sq.km. Range has recently completed a
410km 2D seismic program with independent consultants RPS Energy identifying 68
potential structures containing an estimated 2.04 billion barrels of
undiscovered oil-in-place (on a mean 100% basis).

In Trinidad Range has entered into a HOA to acquire a 100% interest in holding
companies with three onshore production licenses and a fully operational
drilling subsidiary. Independently assessed gross recoverable 3P reserves in
place of 6.9MMbls (mean 100% basis).

The reserves estimate for the North Chapman Ranch Project and East Texas Cotton
Valley has been formulated by Lonquist & Co LLC who are Petroleum Consultants
based in the United States with offices in Houston and Austin. Lonquist
provides specific engineering services to the oil and gas exploration and
production industry, and consults on all aspects of petroleum geology and
engineering for both domestic and international projects and companies.
Lonquist & Co LLC have consented in writing to the reference to them in this
announcement and to the estimates of oil, natural gas and natural gas liquids
provided. These estimates were formulated in accordance with the guidelines of
the Society of Petroleum Engineers ("SPE").  The SPE Reserve definitions can be
found on the SPE website at spe.org.

The reserves estimates for the 3 Trinidad blocks referred above have been
formulated by Forrest A. Garb & Associates, Inc. (FGA). FGA is an international
petroleum engineering and geologic consulting firm staffed by experienced
engineers and geologists. Collectively FGA staff have more than a century of
world–wide experience. FGA have consented in writing to the reference to them
in this announcement and to the estimates of oil and natural gas liquids
provided. The definitions for oil and gas reserves are in accordance with SEC
Regulation S–X.

 

RPS Group is an International Petroleum Consulting Firm with offices worldwide,
who specialise in the evaluation of resources, and have consented to the
information with regards to the Company's Georgian interests in the form and
context that they appear. These estimates were formulated in accordance with
the guidelines of the Society of Petroleum Engineers ("SPE").

 
 

Forward Looking Statements

Certain statements contained in this announcement, including information as to
the future financial or operating performance of Range Resources Limited and
its projects, are forward–looking statements. Such forward–looking statements:

 are necessarily based upon a number of estimates and assumptions that, while
considered reasonable by Range Resources Limited, are inherently subject to
significant technical, business, economic, competitive, political and social
uncertainties and contingencies;

 involve known and unknown risks and uncertainties that could cause actual
events or results to differ materially from estimated or anticipated events or
results reflected in such forward–looking statements; and

 may include, among other things, statements regarding targets, estimates and
assumptions in respect of production and prices operating costs production
prices, and results, capital expenditures, reserves and resources and
anticipated flow rates, and are or may be based on assumptions and estimates
related to future technical, economic, market, political, social and other
conditions.

Range Resources Limited disclaims any intent or obligation to update publicly
any forward–looking statements, whether as a result of new information, future
events or results or otherwise.

The words "believe", "expect", "anticipate", "indicate", "contemplate",
"target", "plan", "intends", "continue", "budget", "estimate", "may", "will",
"schedule" and similar expressions identify forward–looking statements.

All forward–looking statements made in this presentation are qualified by the
foregoing cautionary statements. Investors are cautioned that forward–looking
statements are not guarantees of future performance and accordingly investors
are cautioned not to put undue reliance on forward–looking statements due to
the inherent uncertainty therein