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RANGE RESOURCES LTD: Annual Report and Notice of Meeting


29 October 2013

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

By e-lodgement


             ANNUAL REPORT AND NOTICE OF ANNUAL GENERAL MEETING

The Company's Annual Report and Notice of Annual General Meeting has now been
despatched to shareholders.

Please find attached the Notice of Annual General Meeting as despatched to
Shareholders.

A copy of the full Annual Report and full explanatory statement of the Notice
of Annual General Meeting is available on the company's website
www.rangeresources.com.au and also the Australian Securities Exchange website
www.asx.com.au (ASX code: RRS).

Range Resources Limited
ACn 002 522 009


NOTICE OF ANNUAL GENERAL MEETING

TIME:  2.00pm (WST)
DATE:  Tuesday, 26 November 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 +61 8 9488 5220.
important information



Time and place of Meeting

Notice is given that the Meeting will be held at 2.00pm (WST) on Tuesday, 
26 November 2013 at:

The University Club of Western Australia, Formal Dining Room, Hackett Drive,
Crawley, Western Australia

Your vote is important

The business of the Meeting affects your shareholding and your vote is
important.

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the
Corporations Regulations 2001 (Cth) that the persons eligible to vote at the
Meeting are those who are registered Shareholders at 4.00pm (WST) on 
24 November 2013.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out
above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return
by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are
advised that:

- each Shareholder has a right to appoint a proxy;

- the proxy need not be a Shareholder of the Company; and

- a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies
and may specify the proportion or number of votes each proxy is appointed to
exercise. If the member appoints 2 proxies and the appointment does not
specify the proportion or number of the member's votes, then in accordance
with section 249X(3) of the Corporations Act, each proxy may exercise one-half
of the votes.

Shareholders and their proxies should be aware that changes to the
Corporations Act made in 2011 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 (ie 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 (ie 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 (ie 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; or

  - the proxy does not vote on the resolution,

the 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.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the
financial year ended 30 June 2013 together with the declaration of the
directors, the director's report, the Remuneration Report and the auditor's
report.

2. RESOLUTION 1 - ADOPTION OF RENUMERATION REPORT

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

"That, for the purposes of section 250R(2) of the Corporations Act and for all
other purposes, approval is given for the adoption of the Remuneration Report
as contained in the Company's annual financial report for the financial year
ended 30 June 2013."

Note: the vote on this Resolution is advisory only and does not bind the
Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf
of either of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration
are included in the Remuneration Report; or

(b) a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this
Resolution as a proxy if the vote is not cast on behalf of a person described
above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the 
proxy 
is to vote on this Resolution; or

(b) the voter is the Chair and the appointment of the Chair as proxy:

(i) does not specify the way the proxy is to vote on this Resolution; and

(ii) expressly authorises the Chair to exercise the proxy even though this

Resolution is connected directly or indirectly with the remuneration of a

member of the Key Management Personnel.

3. RESOLUTION 2 - ELECTION OF DIRECTOR - MARCUS EDWARD-JONES

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

"That, for the purpose of clause 13.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Marcus Edward-Jones, a Director, retires by rotation, and being eligible, is re-elected as a Director."

4. RESOLUTION 3 - RATIFICATION OF PRIOR ISSUE - SHARES

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 53,125,000 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 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 4 - RATIFICATION OF PRIOR ISSUE 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 ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 77,002,322 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 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.

6. RESOLUTION 5 - RATIFICATION OF PRIOR ISSUE UNDER LOAN 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 ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 90,084,270 Shares and 44,573,892 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 a person who participated in the issue 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.

7. RESOLUTION 6 - PLACEMENT - SHARES

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

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to that number of Shares, when multiplied by the issue price, will 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, if the Resolution is passed 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.

Issue of Shares

Range Resources Limited announces the issue of the following securities:

21,856,214 Ordinary Fully Paid Shares issued in lieu of debt conversion and financing costs

1,111,112 Unlisted Options issued for debt conversion as per agreement (£0.018, 30 September 2016)

694,445 Unlisted Options issued for debt conversion as per agreement (£0.018, 31 October 2016)

2,205,885 Unlisted Options issued for debt conversion as per agreement (£0.017, 31 October 2016)

1,250,000 Unlisted Options issued for debt conversion as per agreement (£0.016, 31 October 2016)

5,666,668 Unlisted Options issued for debt conversion as per agreement (£0.015, 31 October 2016)

Application will be made for the 21,856,214 new shares to be admitted to trading on ASX and AIM. Trading in the new shares is expected to commence on or around 4 November 2013.

Following the issue of these securities the total number of securities on issue are as follows:

3,170,341,275 Ordinary Fully Paid Shares

70,241,168 Options ($0.05, 31 January 2016)

855,166 Unlisted Options (£0.04p, 30 June 2015)

7,058,824 Unlisted Options (£0.17p, 30 April 2016)

17,921,146 Class B Performance Shares

5,180,000 Unlisted Options (£0.075p, 31 January 2017)

9,000,000 Unlisted Options (£0.125p, 31 March 2015)

15,708,801 Unlisted Options (£0.0615. 19 October 2015)

32,275,862 Unlisted Options (£0.05075, 30 Nov 2015)

5,000,000 Unlisted Options ($0.10, 31 January 2016)

5,000,000 Unlisted Options ($0.06, 10 February 2016)

146,533,850 Unlisted Options (£0.04, 30 April 2016)

5,000,000 Unlisted Options (£0.037, 11 July 2016)

476,190 Unlisted Options (£0.021, 25 July 2016)

952,381 Unlisted Options (£0.021, 29 July 2016)

6,714,284 Unlisted Options (£0.021, 31 August 2016)

9,000,000 Unlisted Options (£0.02, 31 August 2016)

3,947,369 Unlisted Options (£0.19, 30 September 2016)

8,666,670 Unlisted Options (£0.18, 30 September 2016)

694,445 Unlisted Options (£0.018, 31 October 2016)

2,205,885 Unlisted Options (£0.017, 31 October 2016)

1,250,000 Unlisted Options (£0.016, 31 October 2016)

5,666,668 Unlisted Options (£0.015, 31 October 2016)

For and on behalf of the Board

Yours faithfully

Peter Landau Executive Director

Contacts

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

GMP Securities Europe LLP RFC Ambrian Limited (Nominated Advisor) (Joint Broker) Stuart Laing Richard Greenfield/Rob Collins/ T: +61 (8) 9480 2500 Alexandra Carse T: +44 (0) 207 647 2800

Fox-Davies Capital Limited Old Park Lane Capital (Joint Broker) (Joint Broker) Michael Parnes Daniel Fox-Davies T: +44 (0) 207 493 8188 T: +44 (0) 203 463 5000

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 45% farm-in interest in onshore blocks VIa and VIb, covering approx. 7,000sq.km. 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, along with attracting potential farm-in partners across the license areas given the recent review performed across the licenses.

- 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 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 20% interest in LAR.

Table of Reserves and Resources

Detailed below are the estimated reserves for the Range project portfolio.

Gross Oil Reserves Range's Net Attributable

Project 1P 2P 3P Interest 1P 2P 3P Operator

Oil & NGL - mmbbls

Trinidad 17.5 20.2 25.2 100% 17.5 20.2 25.2 Range

Guatemala * 2.3* * 32% * 0.74* * Latin American

Resources Total Oil & 17.5 22.5 25.2 17.5 20.9 25.2 Liquids

Gas Reserves - Bcf

Georgia - CBM - - 508 45% - - 229 Strait Oil & Gas

Total Gas - - 508 - - 203 Reserves

* 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.

Gross Oil Resources Net Attributable

Range's Project Low Best/ High Interest Low Best/ High Operator

Mean Mean

Contingent Oil Resources - mmbbls

Guatemala - 20.1 - 32% - 6.4 - Latin

American

Resources Total Contingent - 20.1 - - 6.4 - Resources

Prospective Oil Resources - mmbbls

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 - mmbbls

Puntland - 16,000 - 20% - 3,200 - Horn

Petroleum

Georgia - 403 - 45% - 181 - Strait Oil &

Gas

Colombia - 7.8 - 65-75% - 5.1-5.8 - Petro

Caribbean Undiscovered Gas-In-Place - Tcf

Georgia - - 18.44 - 45% - 8.30 - Strait Oil & Conventional Gas

Georgia - CBM - 3.16 - 45% - 1.42 - Strait Oil &

Gas 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.

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 worldâ€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 Sâ€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.

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.

Reserve information on the Putumayo 1 Well published by Ecopetrol 1987.

The technical information included in this Announcement with respect to Georgia was prepared by Dr. M. Arif Yukler, COO of SOG Georgia. Dr Yukler is a geologist who is a suitably qualified person with more than 38 years of experience in the international oil & gas industry, and in assessing hydrocarbon reserves. Dr Yukler has advised companies and government entities of all size from small caps to super-majors, as well as state regulatory authorities on the management of resources and exploration areas. Dr. Yukler has reviewed the release and consents to the inclusion of the technical information with respect to Georgia.

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.

END

-0- Oct/29/2013 10:11 GMT

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