Notice of General Meeting
23 May 2013
The Manager
Company Announcements
Australian Securities Exchange Limited
Level 6, 20 Bridge Street
Sydney NSW 2000
Notice of General Meeting
Range Resources Limited ("Range" or "the Company") is holding a
General Meeting of Shareholders on Wednesday, 19 June 2013.
Please find below the Notice of General Meeting as despatched to
shareholders of the Company.
A copy of the full Notice of General Meeting including the full explanatory
statement and annexures is available on the company's website
www.rangeresources.com.au.
Yours faithfully
Peter Landau
Executive Director
Range Resources Limited PPR (Australia)
Peter Landau David Tasker
T: 61 (8) 9488 5220 T: +61 (8) 9388 0944
E: plandau@rangeresources.com.au E: david.tasker@ppr.com.au
RFC Ambrian Limited (Nominated Advisor) Old Park Lane Capital (Joint Broker)
Stuart Laing Michael Parnes
T: +61 (8) 9480 2500 T: +44 (0) 207 493 8188
Fox-Davies Capital Limited (Joint GMP Securities Europe LLP (Joint
Broker) Broker)
Daniel Fox-Davies / Richard Hail James Pope
T: +44 (0) 203 463 5000 T: +44 (0) 207 647 2800
Dahlman Rose & Company (Principal American Liaison)
OTCQX International Market (U.S.)
Christopher Weekes / Stephen Nash
T: +1 (212)-372-5766
Range Background
Range Resources Limited 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, Texas, USA, Trinidad and Colombia.
- In Trinidad Range holds a 100% interest in holding companies with three
onshore production licenses and fully operational drilling subsidiary.
Independently assessed Proved (P1) reserves in place of 17.5 MMBO with 25.2
MMBO of proved, probable and possible (3P) reserves and an additional 81 MMBO
of unrisked prospective resources.
- In the Republic of Georgia, Range holds a 40% farm-in interest in onshore
blocks VIa and VIb, covering approx. 7,000sq.km. Range completed a 410km 2D
seismic program with independent consultants RPS Energy identifying 68
potential structures containing an estimated 2 billion barrels of undiscovered
oil-in-place (on a mean 100% basis) with the first (Mukhiani-1) exploration
well having spudded in July in 2011. The Company is focussing on a revised
development strategy that will focus on low-cost, shallow appraisal drilling
of the contingent resources around the Tkibuli-Shaori ("Tkibuli") coal
deposit, which straddles the central sections of the Company's two blocks.
- In Puntland, Range holds a 20% working interest in two licenses encompassing
the highly prospective Dharoor and Nugaal valleys. The operator and 60%
interest holder, Horn Petroleum Corp. (TSXV:HRN) has completed two exploration
wells and will continue with a further seismic and well program over the next
12-18 months.
- Range holds a 25% interest in the initial Smith #1 well and a 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. Independently assessed 3P reserves in
place (on a 100% basis) of 228 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, where the prospect's project area encompasses
approximately 1,570 acres encompassing a recent oil discovery. The prospect
has independently assessed 3P reserves in place (on a 100% basis) of 3.3mmbbls
of oil.
- Range is earning a 65% (option to move to 75%) interest in highly
prospective licences in the Putumayo Basin in Southern Colombia. The Company
will undertake a 3D seismic program in the near term as part of its
exploration commitments on the Company's Colombian interests.
- Range has taken a strategic stake (19.9%) in Citation Resources Limited
(ASX: CTR) which holds a 70% interest in Latin American Resources (LAR). LAR
holds an 80-100% interest in two oil and gas development and exploration
blocks in Guatemala with Canadian NI 51-101 certified proved plus probable
(2P) reserves of 2.3 MMBBL (100% basis). Range also holds a 10% interest in
LAR.
Table of Reserves and Resources
Detailed below are the estimated reserves for the Range project portfolio.
All figures in Gross Oil Range's Net Attributable
MMboe Reserves
Project 1P 2P 3P Interest 1P 2P 3P Operator
Oil & NGL
Texas - NCR * 16.4 25.2 35.3 20-25% 2.2 3.4 4.8 Western Gulf
Texas - ETCV 1.0 1.6 3.3 22% 0.2 0.3 0.6 Crest Resources
Trinidad 17.5 20.2 25.2 100% 17.5 20.2 25.2 Range
Guatemala ** 2.3** ** 21-24% ** 0.48-0.55** ** Latin American
Resources
Total Oil & 34.9 47.0 63.8 19.9 21.3 28.9
Liquids
Gas Reserves
Texas - NCR * 106.0 162.7 228 20-25% 11.7 18.1 25.4 Western Gulf
Total Gas 106.0 162.7 228 11.7 18.1 25.4
Reserves
* Reserves attributable to Range's interest in the North Chapman Ranch asset,
which are net of government and overriding royalties as described in the
Forrest Garb report.
** The reserves estimate for the Guatemalan Blocks in which LAR (and CTR) have
an interest in is as reported by CTR. CTR has not reported 1P and 3P
estimates, but Range is seeking such information from CTR for future reporting
purposes.
Detailed below are the estimated resources and oil-in-place delineated across
Range's portfolio of project interests.
All figures in MMboe Gross Oil Reserves Range's Net Attributable
Project Low Best/ High Interest Low Best/ High Operator
Mean Mean
Prospective Resources
Trinidad 8.1 40.5 81.0 100% 8.1 40.5 81.0 Range
Total Prospective 8.1 40.5 81.0 8.1 40.5 81.0
Resources
Undiscovered
Oil-In-Place
Puntland - 16,000 - 20% - 3,200 - Horn
Petroleum
Georgia - 2,045 - 40% - 818 - Strait Oil &
Gas
Colombia - 7.8 - 65-75% - 5.1 - - Petro
5.8 Caribbean
All of the technical information, including information in relation to
reserves and resources that is contained in this document has been reviewed
internally by the Company's technical consultant, Mr Mark Patterson. Mr
Patterson is a geophysicist who is a suitably qualified person with over 25
years' experience in assessing hydrocarbon reserves and has reviewed the
release and consents to the inclusion of the technical information.
The reserves estimate for the Guatemalan Blocks in which LAR (and CTR) have an
interest in is as reported by CTR. CTR has not reported 1P and 3P estimates,
but Range is seeking such information from CTR for future reporting purposes.
All of the technical information, including information in relation to
reserves and resources that is contained in this document has been reviewed
internally by the Company's technical consultant, Mr Mark Patterson. Mr
Patterson is a geophysicist who is a suitably qualified person with over 25
years' experience in assessing hydrocarbon reserves and has reviewed the
release and consents to the inclusion of the technical information.
The reserves estimates for the 3 Trinidad blocks and update reserves estimates
for the North Chapman Ranch Project and East Texas Cotton Valley 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 has 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 an 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.
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").
The prospective resource estimates for the two Dharoor Valley prospects are
internal estimates reported by Africa Oil Corp, the operator of the joint
venture, which are based on volumetric and related assessments by Gaffney,
Cline & Associates.
The TSX certified 51-101 certified reserves with respect to the Guatemalan
project are as reported by ASX listed Company Citation Resources (ASX: CTR).
In granting its consent to the public disclosure of this press release with
respect to the Company's Trinidad operations, Petrotrin makes no
representation or warranty as to the adequacy or accuracy of its contents and
disclaims any liability that may arise because of reliance on it.
The Contingent Resource estimate for CBM gas at the Tkibuli project is sourced
from the publically available references to a report by Advanced Resources
International's ("ARI") report in 2009: CMM and CBM development in the
Tkibuli-Shaori Region, Georgia. Advanced Resources International, Inc., 2009.
Prepared for GIG/Saknakhshiri and U.S. Trade and Development Agency. -
.globalmethane.org/documents/ toolsres_coal_overview_ch13.pdf. Range's
technical consultants have not yet reviewed the details of ARI's resource
estimate and the reliability of this estimate and its compliance with the SPE
reporting guidelines or other standard is uncertain. Range and its JV partners
will be seeking to confirm this resource estimate, and seek to define
reserves, through its appraisal program and review of historical data during
the next 12 months.
Reserve information on the Putumayo 1 Well published by Ecopetrol 1987.
SPE Definitions for Proved, Probable, Possible Reserves and Prospective
Resources
Proved Reserves are those quantities of petroleum, which by analysis of
geoscience and engineering data, can be estimated with reasonable certainty to
be commercially recoverable, from a given date forward, from known reservoirs
and under defined economic conditions, operating methods, and government
regulations.
Probable Reserves are those additional Reserves which analysis of geoscience
and engineering data indicate are less likely to be recovered than Proved
Reserves but more certain to be recovered than Possible Reserves.
Possible Reserves are those additional reserves which analysis of geoscience
and engineering data indicate are less likely to be recoverable than Probable
Reserves.
1P refers to Proved Reserves, 2P refers to Proved plus Probable Reserves and
3P refers to Proved plus Probable plus Possible Reserves.
Prospective Resources are those quantities of petroleum estimated, as of a
given date, to be potentially recoverable from undiscovered accumulations by
application of future development projects. Prospective Resources have both an
associated chance of discovery and a chance of development. Prospective
Resources are further subdivided in accordance with the level of certainty
associated with recoverable estimates assuming their discovery and development
and may be sub-classified based on project maturity.
Contingent Resources are those quantities of hydrocarbons which are estimated,
on a given date, to be potentially recoverable from known accumulations, but
which are not currently considered to be commercially recoverable.
Undiscovered Oil-In-Place is that quantity of oil which is estimated, on a
given date, to be contained in accumulations yet to be discovered. The
estimated potentially recoverable portion of such accumulations is classified
as Prospective Resources, as defined above.
Range Resources Limited
ABN 88 002 522 009
Notice of General Meeting
TIME: 2:00pm (WST)
DATE: Wednesday, 19th June 2013
PLACE: The University Club of Western Australia
Formal Dining Room
Hackett Drive, Crawley, 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 (08) 9488 5220.
Time and Place of Meeting
The General Meeting of Shareholders of Range Resources Limited which this
Notice of Meeting relates to will be held on Wednesday, 19th June 2013 at
2:00pm (WST) at:
The University Club of Western Australia
Formal Dining Room
Hackett Drive, Crawley, Western Australia
Your Vote Is Important
The business of the General Meeting affects your shareholding and your vote is
important.
Voting Eligibility
The Directors have determined pursuant to Regulation 7.11.37 of Corporations
Regulations 2001 (Cth) that the persons eligible to vote at the General
Meeting are those who are registered Shareholders at 2:00pm (WST) on Monday,
17th June 2013.
Voting in Person
To vote in person, attend the General Meeting on the date and at the place set
out above. The meeting will commence at 2:00pm (WST).
Voting by Proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return
by 2:00pm (WST) on Monday, 17th June 2013 in accordance with the instructions
set out on the Proxy Form.
New sections 250BB and 250BC of the Corporations Act came into effect on 1
August 2011 and apply to voting by proxy on or after that date. Shareholders
and their proxies should be aware of these changes to the Corporations Act, as
they will apply to this General Meeting. Broadly, the changes mean that:
- if proxy holders vote, they must cast all directed proxies as directed; and
- any directed proxies which are not voted will automatically default to the
Chair, who must vote the proxies as directed.
Further details on these changes are set out below.
Proxy vote if appointment specifies way to vote
Section 250BB(1) of the Corporations Act provides that an appointment of a
proxy may specify the way the proxy is to vote on a particular resolution and,
if it does:
- the proxy need not vote on a show of hands, but if the proxy does so, the
proxy must vote that way (i.e. as directed); and
- if the proxy has 2 or more appointments that specify different ways to vote
on the resolution - the proxy must not vote on a show of hands; and
- if the proxy is the chair of the meeting at which the resolution is voted on
- the proxy must vote on a poll, and must vote that way (i.e. as directed);
and
- if the proxy is not the chair - the proxy need not vote on the poll, but if
the proxy does so, the proxy must vote that way (i.e. as directed).
Transfer of non-chair proxy to chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:
- an appointment of a proxy specifies the way the proxy is to vote on a
particular resolution at a meeting of the Company's members; and
- the appointed proxy is not the chair of the meeting; and
- at the meeting, a poll is duly demanded on the resolution; and
- either of the following applies:
- the proxy is not recorded as attending the meeting;
- the proxy does not vote on the resolution,
chair of the meeting is taken, before voting on the resolution closes, to have
been appointed as the proxy for the purposes of voting on the resolution at
the meeting.
Notice of Meeting
Notice is given that the General Meeting of Shareholders Range Resources
Limited will be held at the The University Club of Western Australia, Formal
Dining Room, Hackett Drive, Crawley, Western Australia at 2:00pm (WST) on
Wednesday, 19th June 2013 (General 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 as at
2:00pm on Monday, 17th June 2013.
Terms and abbreviations used in this Notice of Meeting and Explanatory
Statement are defined in the glossary or in the Explanatory Statement.
Agenda
The Explanatory Statement to this Notice of Meeting describes the matters to
be considered at the General Meeting.
Ordinary Business
1. Resolution 1 - Ratification of First Tranche Placement
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for
all other purposes, Shareholders ratify the issue and allotment of 267,944,818
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 any person who participated in the issue, and any associates of those
persons. However, the Company need not disregard a vote if:
(a) it is cast by a person as a proxy for a person who is entitled
to vote, in accordance with the directors on the proxy form; or
(b) 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 - Approval of Second Tranche Placement
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That for the purposes of Listing Rule 7.1 of the ASX Listing Rules and for
all other purposes, the shareholders of the Company authorise and approve the
Directors to issue up to 71,038,233 Shares and 169,491,526 Placement 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 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:
(a) it is cast by a person as a proxy for a person who is entitled
to vote, in accordance with the directors on the proxy form; or
(b) 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 - Pre-approval of Placement Options to Advisors
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That for the purposes of Listing Rule 7.1 of the ASX Listing Rules and for
all other purposes, Shareholders authorise and approve the Directors to issue
up to 20,338,983 Placement 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 any person who participated in the 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:
(a) it is cast by a person as a proxy for a person who is entitled
to vote, in accordance with the directors on the proxy form; or
(b) 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 - Ratification of Prior Issues under Financing
Agreements
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for
all other purposes, Shareholders ratify the issue and allotment of 48,445,573
Shares and 15,708,801 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 YA Global Master SPV Ltd, and any associates of YA Global Master SPV Ltd.
However, the Company need not disregard a vote if:
(a) it is cast by a person as a proxy for a person who is entitled
to vote, in accordance with the directors on the proxy form; or
(b) 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 - Ratification of Prior Issue under Funding
Facility
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for
all other purposes, Shareholders ratify the issue and allotment of 16,000,000
Shares and 32,275,862 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 Crede Capital Group and nominees of Crede Capital Group who participated in
the issue, and any associates of those persons. However, the Company need not
disregard a vote if:
(a) it is cast by a person as a proxy for a person who is entitled
to vote, in accordance with the directors on the proxy form; or
(b) 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.
6. Resolution 6 - Ratification of Prior Issue
To consider and, if thought fit, to pass, with or without amendment, the
following resolution as an ordinary resolution:
"That for the purposes of Listing Rule 7.4 of the ASX Listing Rules and for
all other purposes, Shareholders ratify the issue and allotment of 40,000,000
Shares and 40,000,000 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 any person who participated in the issue, and any associates of those
persons. However, the Company need not disregard a vote if:
(a) it is cast by a person as a proxy for a person who is entitled
to vote, in accordance with the directors on the proxy form; or
(b) 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 this 21st day of May 2013
By order of the Board
Anthony Eastman
Executive Director and Joint Company Secretary
Notes:
A shareholder of the Company entitled to attend and vote is entitled to
appoint not more than two proxies. Where more than one proxy is appointed,
each proxy must be appointed to represent a specified proportion of the
shareholder's voting rights. If the shareholder appoints two proxies and the
appointment does not specify this proportion, each proxy may exercise half of
the votes. A proxy need not be a shareholder of the Company.
For the purposes of the Corporations Regulations, the Directors have set a
snapshot date to determine the identity of those entitled to attend and vote
at the Meeting. The snapshot date is 2:00pm (WST) on Monday, 17th June 2013.
Accordingly, transactions registered after this time will be disregarded in
determining entitlements to attend and vote at the meeting.
Enquiries:
Shareholders are invited to contact the Company on +61 8 9488 5220 if they
have any queries in respect of the matters set out in these documents.