Great Artesian Oil and Gas Limited, in the matter of Great Artesian Oil and Gas Limited (No 2) [2008] FCA 1169

Annexure A SCHEME OF ARRANGEMENT pursuant to section 411 of the Corporations Act Parties Great Artesian Oil and Gas Limited ACN 078 607 682 of Level 2, 161 Walker Street, North Sydney, NSW 2060 (Great Artesian) Each Scheme Participant Background A Great Artesian is a public company registered in New South Wales and is a company limited by shares. Great Artesian's shares are quoted on the securities exchange operated by ASX. B As at the date of the Scheme Booklet, [insert] Great Artesian Shares were on issue. C Drillsearch Energy Limited (Drillsearch) is a public company registered in Victoria and is a company limited by shares. Drillsearch's shares are quoted on the securities exchange operated by ASX. D Great Artesian and Drillsearch have entered into the Merger Implementation Agreement which sets out the terms on which the parties have agreed to implement the Scheme. E Drillsearch has entered into the Deed Poll for the purpose of covenanting in favour of Scheme Participants to provide to each Scheme Participant the Scheme Consideration to which each Scheme Participant is entitled under the Scheme and to perform its obligations under the Scheme. Agreed terms 1 Interpretation 1.1 Definitions In this Scheme: ASIC means the Australian Securities and Investments Commission. ASX means ASX Limited. ASX Listing Rules means the official listing rules of ASX. ASX Market Rules means the official market rules of ASX. Business Day has the meaning given in the ASX Listing Rules. CHESS means the Clearing House Electronic Subregister System, which facilitates electronic security transfer in Australia. Corporations Act means the Corporations Act 2001 (Cth). Court means the Federal Court of Australia or any other court of competent jurisdiction under the Corporations Act agreed in writing by Great Artesian and Drillsearch. Deed Poll means the deed poll made by Drillsearch under which Drillsearch covenants in favour of the Great Artesian Shareholders to perform its obligations under the Scheme, a copy of which is annexed to the Scheme Booklet. Drillsearch means Drillsearch Energy Limited, ABN 73 006 474 844. Drillsearch Share means a fully paid ordinary share in the capital of Drillsearch. Effective means, when used in relation to the Scheme, the coming into effect, pursuant to section 411(10) of the Corporations Act, of the order of the Court made for the purposes of section 411(4)(b) in relation to the Scheme. Effective Date means, in relation to the Scheme, the date on which the Scheme becomes Effective. Excluded Share means a Great Artesian Share held by Drillsearch or by any person on behalf of or for the benefit of Drillsearch. Great Artesian Share means a fully paid ordinary share in the capital of Great Artesian. Great Artesian Share Register means the register of members of Great Artesian maintained in accordance with the Corporations Act. Great Artesian Shareholder means each person registered in the Great Artesian Share Register as the holder of Great Artesian Shares. Implementation Date means, in relation to the Scheme, the third Business Day after the Record Date, or such other date as Drillsearch and Great Artesian agree in writing. Ineligible Overseas Shareholder means a Scheme Participant whose address as shown in the Great Artesian Share Register at the Record Date is in a jurisdiction other than Australia or its external territories or New Zealand except where Great Artesian and Drillsearch are reasonably satisfied that the issue of Drillsearch Shares to the Scheme Participant is not prohibited, not unduly onerous and not unduly impracticable in that jurisdiction. Marketable Parcel has the meaning given to that term in the ASX Market Rules. Merger Implementation Agreement means the Merger Implementation Agreement between Great Artesian and Drillsearch dated on or about [insert] April 2008, a copy of which is annexed to the Scheme Booklet. New Drillsearch Shares means the Drillsearch Shares to be issued as consideration under the Scheme. Nominee has the meaning given in clause 4.4. Quit Date means 31 August 2008 or such later date as Drillsearch and Great Artesian may agree in writing. Record Date means, in relation to the Scheme, 7.00 pm on the fifth Business Day after the Second Court Date or such other date as Drillsearch and Great Artesian agree in writing. Scheme means this scheme of arrangement between Great Artesian and Scheme Participants, subject to any alterations or conditions made or required by the Court under section 411(6) of the Corporations Act and approved in writing by Drillsearch and Great Artesian. Scheme Booklet means the information to be dispatched to Great Artesian Shareholders and approved by the Court, including the Scheme, explanatory statements in relation to the Scheme issued pursuant to section 412 of the Corporations Act and registered with ASIC, an independent expert's report prepared by the Independent Expert, summaries of each of the Merger Implementation Agreement and the Deed Poll and notices convening the Scheme Meeting (together with proxy forms). Scheme Consideration means 3 New Drillsearch Shares for every 1 Great Artesian Share held by a Scheme Participant. Scheme Meeting means the meeting to be ordered by the Court to be convened pursuant to section 411(1) of the Corporations Act in respect of the Scheme. Scheme Participant means each person recorded in the Great Artesian Share Register as the holder of Scheme Shares as at the Record Date. Scheme Shares means the Great Artesian Shares on issue at the Record Date other than the Excluded Shares. Second Court Date means the first day on which an application made to the Court for an order approving the Scheme pursuant to section 411(4)(b) of the Corporations Act is heard or, if the application is adjourned for any reason, the first day on which the adjourned application is heard. Security Interests means: (a) a mortgage, charge, hypothecation, assignment by way of security, pledge, lien, title retention arrangement, set-off arrangement, flawed asset arrangement or other arrangement having the same or equivalent commercial effect as a grant of security; or (b) any agreement to create or give rise to any interest or arrangement of the type referred to in paragraph (a) of this definition. Share Registry means the share registrar who maintains the Great Artesian Share Register on behalf of Great Artesian. 1.2 Construction Unless expressed to the contrary, in this document: (a) words in the singular include the plural and vice versa; (b) any gender includes the other genders; (c) if a word or phrase is defined its other grammatical forms have corresponding meanings; (d) "includes" means includes without limitation; (e) no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise benefit from it; (f) a reference to: (i) a person includes a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority; (ii) a person includes the person's legal personal representatives, successors, permitted assigns and persons substituted by permitted novation; (iii) any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified or replaced; (iv) an obligation includes a warranty or representation and a reference to a failure to comply with an obligation includes a breach of warranty or representation; (v) a right includes a benefit, remedy, discretion or power; (vi) time is to local time in Sydney; (vii) "$" or "dollars" is a reference to Australian currency; (viii) this or any other document includes the document as novated, varied or replaced by agreement between the parties and despite any change in the identity of the parties; (ix) writing includes any mode of representing or reproducing words in tangible and permanently visible form, and includes fax transmissions; (x) this document includes all schedules and annexures to it; and (xi) a clause, schedule or annexure is a reference to a clause, schedule or annexure, as the case may be, of this document; (g) if the date on or by which any act must be done under this document is not a Business Day, the act must be done on or by the next Business Day; (h) where time is to be calculated by reference to a day or event, that day or the day of that event is excluded; and (i) a reference to any statement, including a warranty made by a party on the basis of its knowledge, belief or awareness, is made on the basis of the actual knowledge, belief or awareness of the Officers of the party (and no other persons) as at the date of this document. 1.3 Headings Headings do not affect the interpretation of this document. 2 Conditions 2.1 Conditions precedent This Scheme is conditional on each of the following conditions precedent: (a) all of the conditions set out in clause 3.1 of the Merger Implementation Agreement, having been satisfied or waived in accordance with the terms of the Merger Implementation Agreement before 8.00 am on the Second Court Date; (b) as at the Second Court Date, neither the Merger Implementation Agreement nor the Deed Poll have been terminated; (c) the Scheme being approved in accordance with section 411 of the Corporations Act at the Scheme Meeting; (d) the Scheme being approved by the Court pursuant to section 411(4)(b) of the Corporations Act; and (e) such other conditions that may be imposed by the Court under section 411(6) of the Corporations Act as are acceptable to Drillsearch and Great Artesian. 2.2 Satisfaction of Conditions Great Artesian and Scheme Participants will not have any rights or obligations under clause 4 of this document unless and until the conditions precedent in clause 2.1 are satisfied. 2.3 Certificate Great Artesian and Drillsearch will provide to the Court at the Second Court Date a certificate confirming that all the conditions precedent in the Merger Implementation Agreement and the Scheme (other than in relation to the Scheme being approved by the Court pursuant to section 411(4)(b) of the Corporations Act) have been satisfied or waived. 2.4 Quit Date The Scheme will lapse and be of no further force or effect: (a) if the Effective Date has not occurred on or before the Quit Date; or (b) the Merger Implementation Agreement is terminated on or before the date upon which Drillsearch provides, or procures the provision of, the Scheme Consideration to Scheme Participants. 3 Scheme 3.1 Lodgement of Court order On or before the second Business Day following approval of the Scheme by the Court in accordance with section 411(4)(b) of the Corporations Act, Great Artesian will lodge with ASIC an office copy of the Court order under section 411(10) of the Corporations Act approving this Scheme. 3.2 Transfer of Great Artesian Shares held by Scheme Participants On the Implementation Date and subject to the provision of the Scheme Consideration by Drillsearch in accordance with the Deed Poll: (a) the Great Artesian Shares held by Scheme Participants, together with all rights and entitlements attaching to them as at that date, will be transferred to Drillsearch without the need for any further acts by the Scheme Participants (other than acts performed by Great Artesian as attorney and agent for the Scheme Participants under clause 7.3(b)); (b) Great Artesian will either effect a valid transfer or transfers of the Great Artesian Shares to Drillsearch under section 1074D of the Corporations Act or deliver to Drillsearch duly completed and executed share transfer forms (or a master transfer form) in accordance with section 1071B of the Corporations Act and Drillsearch will execute and deliver those share transfer form(s) to Great Artesian; and (c) subject to execution and delivery of a share transfer form under clause 3.2(b) (if applicable), Great Artesian will enter the name of Drillsearch in the Great Artesian Share Register in respect of all the Great Artesian Shares transferred to Drillsearch in accordance with the terms of this Scheme. 4 Implementation 4.1 Scheme Consideration Subject to the conditions precedent in clause 2.1 being satisfied, on the Implementation Date, in consideration of the transfer of the Great Artesian Shares to Drillsearch, subject to clauses 4.3 and 4.4, Drillsearch must allot and issue to each Scheme Participant 3 New Drillsearch Shares for every 1 Great Artesian Share held by the Scheme Participant at the Record Date. 4.2 Provision of Drillsearch Shares as Scheme Consideration Subject to clauses 4.3 and 4.4, the obligation of Drillsearch to procure the allotment and issue of the New Drillsearch Shares pursuant to clause 4.1 will be satisfied by Drillsearch, on the Implementation Date: (a) entering the name and address of each Scheme Participant in the Drillsearch share register in respect of the New Drillsearch Shares which that Scheme Participant is entitled to receive under the Scheme; and (b) sending or procuring the despatch by pre-paid ordinary post (or, if the address of the Scheme Participant in the Great Artesian Share Register is outside Australia, by pre-paid airmail post) to each Scheme Participant to their address recorded in the Great Artesian Share Register at the Record Date, a holding statement for the New Drillsearch Shares issued to that Scheme Participant in accordance with the Scheme. 4.3 Fractional entitlements Fractional entitlements to the Scheme Consideration offered under clause 4.1 will be rounded up or down to the nearest whole number of New Drillsearch Shares, after aggregating all holdings of a Scheme Participant. 4.4 Ineligible Overseas Shareholder Subject to clause 4.3, Drillsearch's obligations to provide New Drillsearch Shares to a Scheme Participant who is an Ineligible Overseas Shareholder will be satisfied by Drillsearch issuing the New Drillsearch Shares to which the Scheme Participant would have been entitled (were they not an Ineligible Overseas Shareholder) to a nominee of Drillsearch approved by Great Artesian (Nominee), and procuring that the Nominee: (a) as soon as reasonably practicable sells, in such manner and on such terms as the Nominee sees fit in its absolute discretion, for the benefit of the Ineligible Overseas Shareholder, all the New Drillsearch Shares issued to the Nominee under this clause 4.4; (b) accounts to each Ineligible Overseas Shareholder for the net proceeds of sale of the New Drillsearch Shares issued to the Nominee in respect of that Ineligible Overseas Shareholder's entitlement (but calculated on an averaged basis so that all Ineligible Overseas Shareholders receive the same price per New Drillsearch Share, subject to rounding to the nearest whole cent) and any income referable to those New Drillsearch Shares, after deduction of any applicable brokerage, taxes and charges, at the Ineligible Overseas Shareholder's risk in full satisfaction of the Ineligible Overseas Shareholder's rights under the Scheme; and (c) subject to clause 4.6(a), remits to the Ineligible Overseas Shareholder the net proceeds of sale in respect of the Ineligible Overseas Shareholder's entitlement under this clause 4.4, in full satisfaction of the Ineligible Overseas Shareholder's rights to receive New Drillsearch Shares under clause 4.1, such proceeds to be dispatched by pre-paid post to the Ineligible Overseas Shareholder's address as shown in the Great Artesian Share Register by cheque drawn in Australian currency. 4.5 New Drillsearch Shares to rank equally (a) New Drillsearch Shares issued to Scheme Participants will be validly issued and will rank equally in all respects with all existing Drillsearch Shares. (b) On issue, each New Drillsearch Share issued to Scheme Participants will be fully paid and free from any Security Interests. 4.6 Joint holders In the case of Great Artesian Shares held by Scheme Participants on the Record Date in joint names: (a) any cheque required to be paid to Scheme Participants by the Nominee in respect of the relevant shares will be payable to the joint holders and will be forwarded to the holder whose name appears first in the Great Artesian Share Register as at the Record Date; and (b) any holding statements which are to be issued in respect of the relevant Drillsearch Shares, will be issued in the names of the joint holders and forwarded to the holder whose name appears first in the Great Artesian Share Register as at the Record Date. 5 Dealings in Great Artesian Shares (a) For the purpose of establishing who are Scheme Participants, dealings in Great Artesian Shares will only be recognised if: (i) in the case of dealings of the type to be affected using CHESS, the transferee is registered in the Great Artesian Share Register as the holder of the relevant Great Artesian Shares at 7.00pm on the Record Date; and (ii) in all other cases, if registrable transmission applications or transfers in registrable form in respect of those dealings are received on or before 7.00pm on the Record Date at the place where the Great Artesian Share Register is kept. (b) Great Artesian must register registrable transmission applications or transfers of the type referred to in clause 5(a)(ii) by the Record Date, provided that nothing in this paragraph requires Great Artesian to register a transfer that would result in a Great Artesian Shareholder holding a parcel of Great Artesian Shares that is less than a Marketable Parcel. (c) Great Artesian will not accept for registration or recognise for any purpose any transmission application or transfer in respect of Great Artesian Shares received after 7.00 pm on the Record Date, other than a transfer to Drillsearch in accordance with the Scheme. (d) For the purpose of determining entitlements to the Scheme Consideration, Great Artesian will, until the Scheme Consideration has been provided, maintain the Great Artesian Share Register in accordance with the foregoing provisions of this clause 5 and the Great Artesian Share Register in this form will solely determine entitlements to the Scheme Consideration. (e) Great Artesian must procure that by 9.00am on the Implementation Date, details of the names, registered addresses and holdings of Great Artesian Shares of every Scheme Participant as shown in the Great Artesian Share Register at the Record Date are available to Drillsearch in such form as Drillsearch may reasonably require. (f) Subject to implementation occurring under this Scheme, as from 7.00pm on the Record Date, all share certificates and holding statements for the Great Artesian Shares (other than statements of holding in favour of Drillsearch) held at 7.00pm on the Record Date will cease to have effect as documents of title in respect of those Great Artesian Shares, and each entry currently on the Great Artesian Share Register at that time in respect of Great Artesian Shares will cease to have any effect other than as evidence of entitlement to the Scheme Consideration in respect of the Great Artesian Shares relating to that entry. 6 Quotation of shares 6.1 Suspension of trading in Great Artesian Shares It is expected that suspension of trading on ASX in Great Artesian Shares will occur from the close of trading on the ASX on the Effective Date. 6.2 Termination from official quotation of Great Artesian Shares Great Artesian will apply for termination of the official quotation of Great Artesian Shares on ASX and the removal of Great Artesian from the official list of ASX with effect from the Business Day after the date on which all transfers of the Scheme Shares to Drillsearch have been duly registered by Great Artesian in accordance with this Scheme. 6.3 Quotation of New Drillsearch Shares Drillsearch will apply for official quotation of the New Drillsearch Shares on ASX and will request that those shares be quoted on a normal settlement basis as from the first Business Day after the Implementation Date, which approval for quotation may be conditional on the issue of those shares and other conditions customarily imposed by ASX. 7 General 7.1 Alterations and conditions If the Court proposes to approve this Scheme subject to any alterations or conditions, Great Artesian may by its legal counsel, but subject to the prior approval of Drillsearch (such approval not to be unreasonably withheld), consent on behalf of all persons concerned to those alterations or conditions. 7.2 Warranties by Scheme Participants Each Scheme Participant is deemed to have warranted to Great Artesian, in its own right and for the benefit of Drillsearch, that: (a) all their Great Artesian Shares (including any rights and entitlements attaching to those shares) transferred to Drillsearch under the Scheme will, on the Implementation Date, be fully paid and free from all mortgages, charges, liens, encumbrances, pledges, security interests and other interests of third parties of any kind, whether legal or otherwise, and restrictions on transfer of any kind, whether legal or otherwise; and (b) they have full power and capacity to sell and to transfer their Great Artesian Shares (including any rights and entitlements attaching to those shares) to Drillsearch under the Scheme. 7.3 Covenants by Scheme Participants (a) Each Scheme Participant: (i) consents to Great Artesian doing all things necessary or incidental to the implementation of this Scheme; (ii) agrees to the transfer of all of their Great Artesian Shares to Drillsearch in accordance with the terms of this Scheme; and (iii) agrees to be bound by the terms of the Drillsearch constitution in respect of the New Drillsearch Shares issued to them pursuant to this Scheme. (b) Each Scheme Participant, without the need for any further act, irrevocably appoints Great Artesian and all of its directors and officers (jointly and severally) as its attorney and agent for the purpose of: (i) enforcing the Deed Poll against Drillsearch; and (ii) executing any document necessary to give effect to the Scheme. 7.4 Communications Where a notice, transfer, transmission application, direction or other communication referred to in this document is sent by post to Great Artesian, it will not be deemed to be received in the ordinary course of post or on a date other than the date (if any) on which it is actually received at Great Artesian's registered office or at its Share Registry. 7.5 Further assurances Great Artesian will execute all documents and do all acts and things necessary for the implementation and performance of its obligations under the Scheme. 7.6 Stamp Duty Drillsearch will pay any stamp duty and any related fines, penalties and interest payable on, or in connection with the Scheme or the transfer by Scheme Participants of the Scheme Shares to Drillsearch. 7.7 Governing law and jurisdiction (a) This document is governed by the laws of New South Wales. (b) The parties irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales and of the Commonwealth of Australia and any courts which have jurisdiction to hear appeals from any of those courts and waive any right to object to any proceedings being brought in those courts.

IN THE MATTER OF GREAT ARTESIAN OIL AND GAS LIMITED, GREAT ARTESIAN OIL AND GAS LIMITED

REASONS FOR JUDGMENT 1 On 19 June 2008, the Court made an order pursuant to s 411(1) of the Corporations Act 2001 (Cth) (the Act) of the Commonwealth that the plaintiff, Great Artesian Oil and Gas Limited (Great Artesian), convene a meeting of the holders of its ordinary shares, other than the holders of what are defined as excluded shares in respect of those excluded shares. The purpose of the meeting was to consider a scheme of arrangement proposed to be made between Great Artesian and its shareholders, the effect of which would be to make Great Artesian a wholly owned subsidiary of Drillsearch Energy Limited (Drillsearch). The excluded shares are shares in Great Artesian in respect of which Drillsearch has an interest. 2 A meeting was purportedly convened in accordance with the order and held on 28 July 2008. However, the notice of the meeting, including the explanatory memorandum, was sent to all shareholders including the holder of excluded shares. Drillsearch appointed Mr Peter Simpson as proxy to vote in respect of the the shares held by Drillsearch. On 25 July 2008, Mr Simpson was informed that Drillsearch should abstain from voting in respect of the shares held by it in Great Artesian. However, because of logistical difficulties, it appears that votes in respect of the shares in Great Artesian held by Drillsearch were cast at the meeting. 3 At the meeting, votes were cast in favour of the resolution agreeing to the scheme on behalf of 490 shareholders and thirteen votes were cast against the resolution by 13 shareholders. The 490 included Drillsearch. The total number of shareholders is 1990. 98,902,183 votes were cast in favour of the resolution and 789,719 votes were cast against it. The votes in favour included 50,000 votes in respect of the excluded shares. The total number of issued shares at the time was 183,948,503. 4 Thus, it is clear that, even if votes in respect of Drillsearch's shares in Great Artesian were excluded, the resolution was passed by the requisite majority contemplated by s 411. After the exclusion of the excluded shares, 97.41% of the shareholders voting voted in favour and 99.21% of the votes cast were in favour of the resolution. 5 The notice of the meeting, which was sent to shareholders, including Drillsearch, did not signify specifically that the meeting was of holders other than the holders of excluded shares in respect of the excluded shares. To that extent, it may be arguable that there was a failure to comply strictly with the terms of the order made by the Court on 19 June 2008. 6 However, the convening of the meeting and its holding was a proceeding within the meaning of s 1322 of the Act and the failure to comply with the strict terms of the order of 19 June 2008 was a procedural irregularity within the meaning of s 1322. I am satisfied that that irregularity has caused no injustice whatsoever. It follows that, by the operation of s 1322(2) of the Act, the proceeding in question was not invalidated by the procedural irregularity. 7 I have considered the affidavits of Peter William Hopkins of 30 July 2008, Ian Wentworth Bucknall of 29 July 2008, Doris Christine Gray of 29 July 2008, Rupa Haradka Parish of 30 July 2008, Ian Douglas Wilson Lachlan of 30 July 2008 and Peter Penfold Simpson of 29 July 2008. I am satisfied from the evidence of those affidavits that the meeting was otherwise convened in accordance with the order and that the scheme booklet and accompanying documents were dispatched to all shareholders of Great Artesian in accordance with the order. The other orders of the Court have been complied with, the advertisement having appeared in The Australian newspaper on 25 July 2008. The evidence indicates that proxies were accounted for and that the votes on the poll were properly recorded. 8 On 29 July 2008, the Australian Securities and Investments Commission (the Commission) wrote to the solicitors for Great Artesian indicating that the Commission has no objection to the scheme of arrangement, on the basis that the Commission is satisfied that the scheme has not been proposed for the purpose of enabling any person to avoid the operation of any of the provisions of Chapter 6 of the Act. 9 When the matter was called today there was no appearance other than for Great Artesian and Drillsearch. No person has notified any intention to appear to oppose the approval of the scheme by the Court. 10 The scheme is conditional upon certain conditions precedent. In accordance with the terms of the scheme and the Merger Implementation Agreement, certificates signed on behalf of both Great Artesian and Drillsearch have been tendered, confirming that all of the conditions precedent, other than the court order, have been satisfied. 11 In all of the circumstances, I am satisfied that it is appropriate for the court to order that the scheme agreed to by the shareholders of Great Artesian be approved. 12 Section 411(11) of the Act provides that a copy of every order of the Court made in respect of a scheme must be annexed to every copy of the constitution of the Company issued after the order has been made. Clearly in the case of a scheme such as this, that is unnecessary and impracticable. Section 411(12) authorises the Court to exempt a body from compliance with s 411(11) and it is appropriate for the Court to do so in this case. I certify that the preceding twelve (12) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Emmett.

Associate: Dated: 15 August 2008 Counsel for the Plaintiff: Mr R Dick Solicitor for the Plaintiff: Corrs Chambers Westgarth Counsel for Drillsearch Energy Limited: Mr M J Darke Solicitor for Drillsearch Energy Limited: DMAW Lawyers Date of Hearing: 5 August 2008 Date of Judgment: 5 August 2008