AIM Rules for Companies, Rule 26
As at November 22, 2007

Description of Business

Energem Resources Inc is a resources company engaged in 9 African countries and China in projects in the energy sector. For additional information please refer to “The Energem Group”, Profile of Business on the Company’s website.

At the present time the Company’s major source of profitability is a refined fuel product storage and distribution facility located in Nigeria.

Board of Directors

The Board of Directors of the Company currently consists of nine directors, five of whom are non-executive. Four of the five non executive directors are independent directors. Anthony Clements, Richard Dorfman, Peter Wray and Matthew Sutcliffe are independent directors. Please refer to the Corporate Information section of the Company’s website for more detailed information on each director.

The day to day management of the Company is carried out by the four executive directors, who are collectively known as the Exco. The Exco meets on a regular basis, and with the independent directors at least quarterly.

The independent directors do not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. However, to facilitate open and candid discussion among its independent directors and to facilitate the Board’s exercise of independent judgment in carrying out its responsibilities, the Company’s independent directors are encouraged to meet at any time they consider necessary without any members of management or non-independent directors being present. The Audit Committee, which is entirely composed of independent directors, meets with the Company’s auditors without management being in attendance.

Audit Committee

The Audit Committee has been structured to comply with Canadian Multilateral Instrument 52-110 Audit Committees. The Audit Committee consists of three members, all of whom are independent within the meaning of Canadian National Instrument 58-101 (Disclosure of Corporate Governance Practices). The members of the Committee are Anthony Clements (Chairman), Richard Dorfman and Peter Wray.

The Board has adopted an Audit Committee Charter. A copy of the Charter is available on the Company’s website at “The Energem Group”, Corporate Governance.

The mandate of the Audit Committee is to assist the Board in fulfilling its financial oversight responsibilities. The Committee’s primary duties and responsibilities under this mandate are to serve as an independent and objective party to:

Corporate Governance Committee
The Board of Directors of Energem Resources Inc has established a Corporate Governance Committee based on National Instrument 50-101 on “Disclosure of Corporate Governance Practices” (“NI 58-101”) and National Policy 58-201 on “Corporate Governance Guidelines” (“NP 58-101”) adopted by the Canadian Securities Administrators.
The Committee consists of three members, all of whom are independent within the meaning of NI 58-101. The members of the Committee are Richard Dorfman (Chairman), Peter Wray and Tony Clements.

The Board has adopted a Corporate Governance Committee Charter. A copy of the Charter is available on the Company’s website at “The Energem Group”, Corporate Governance.

The Committee’s purpose is to assist the Board in fulfilling its responsibility to the shareholders, potential shareholders and the investment community by developing and recommending to the Board corporate governance principles applicable to the Company.

Compensation Committee
The Compensation Committee consists of three members, all of whom are considered independent within the meaning of NI 58-101. The members of the Committee are Peter Wray (Chairman), Richard Dorfman and Tony Clements.
The Board has adopted a Compensation Committee Charter. A copy of the Charter is available on the Company’s website at “The Energem Group”, Corporate Governance.
The primary function of the Compensation Committee is to monitor and make recommendations to the Board in respect of the total compensation paid by the Company to its senior executives.

Stock Exchanges
Energem Resources Inc shares are listed and posted for trading on the TSX Exchange in Canada and AIM of the London Stock Exchange in the United Kingdom.

Country of Incorporation and UK Shareholder Rights
Energem Resources Inc is incorporated under the Business Corporations Act (British Columbia) and its registered office is in Vancouver, British Columbia, Canada. The majority of the Company’s revenue currently originates in Nigeria. As a Canadian company trading on AIM, the rights of shareholders may be different from the rights in a UK incorporated company.

Documentation and Announcements
For public documents, including admission documents and articles of association, see Corporate Documents. For financial statements, management discussion and analysis and any documents mailed to shareholders in the last 12 months see “Investor Relations”, Financials. For all press releases, see “Energem News”, Latest News.

Securities Information
Energem Resources Inc shares are listed on the AIM (ENM) in London and the TSX (ENM) in Toronto. As of November 7, 2007 Energem Resources Inc had 175,288,003 common shares in issue, none of which were held in treasury.

Significant Shareholders
Insofar as Energem Resources Inc is aware, 44.76% of the Company’s shares are ‘not in public hands’ (as defined in the AIM Rules). Based on information available to the Company through insider filings, the following would be considered “significant shareholders” under the AIM Rules as at November 11, 2007.^(*)

 

(*)“Significant shareholders” under the AIM Rules means holders of 3% or more of Energem Resources Inc’s issued share capital. As a corporation incorporated under the Business Corporations Act (British Columbia), Energem Resources Inc is not subject to the provisions of the Disclosure and Transparency Rules (U.K.) of the U.K. Financial Services Authority and, consequently, shareholders would not ordinarily be subject to any U.K. requirement to disclose to Energem Resources Inc the level of their interests in common shares. As there are no statutory obligations on shareholders (other than insider and early warning reporting obligations) to disclose to the Company the level of their interests in common shares, the holdings described above may not be accurate.

As an overseas company, Energem is not a DTR company for the purpose of the AIM rules and, accordingly, shareholders are not legally bound to notify their interests in accordance with the provisions of the Disclosure and Tranparency Rules (UK) of the UK Financial Authority Services. However, Energem stringly advises its shareholders to notify Energem if their shareholding exceeds 3% of the company's issued share capital ("a Significant Shareholding") and to further notify Energem of any changes to a Significant Shareholding which increases or decreases such holding through any single percentage. Please see our AIM Admissions document

Energem Resources Inc‘s shares are fully fungible between AIM and the TSX and all shares trading through AIM and TSX are freely transferable. Energem Resources Inc’s common shares have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws. Subsequent to certain exceptions none of the common shares may be offered or sold, directly or indirectly, in the United States. Offers and sales of any of the common shares in the United States would constitute a violation of the U.S. Securities Act unless made in compliance with, or not subject to, the registration requirements of the U.S. Securities Act unless made in compliance with, or not subject to, the registration requirements of the U.S. Securities Act or an exemption therefrom.

Advisers and Registered Office

For details of the company’s advisers and registered office, see Corporate Information.