BHP Group Limited — Capital/Financing Update 2009

Apr 2, 2009

==> picture [590 x 137] intentionally omitted <==

ASX ANNOUNCEMENT

3 April 2009

SC55 FARM OUT UPDATE AND CAPITAL RAISING RESTRUCTURING

OTTO ENERGY AT A GLANCE

SC55 Farm Out Update

Otto Energy Limited (ASX: OEL) provides the following update with respect to its farm out negotiations for the deepwater exploration block Service Contract 55 ( SC55 ) located offshore southwest Palawan Island in the Philippines.

As announced to ASX on 22 December 2008, Otto entered into a conditional heads of agreement ( HoA ) with BHP Billiton Petroleum Pty Limited ( BHP Billiton ) to farm out 60% of its equity in SC55.

The HoA with BHP Billiton was conditional on a number of obligations including finalising farm‐in and joint operating agreements and obtaining all necessary government and joint venture approvals by 31 March 2009. The Company advises that all the necessary conditions and approvals have not been achieved and consequently the HoA has lapsed. The Company advises that discussions with BHP Billiton in respect to SC55 are continuing despite the lapse of the HoA.

Otto remains confident that a farmout of SC55 will be achieved.

Revised Capital Raising

As a result of the increased timing and completion risk associated with a potential SC55 farm out, Otto has restructured the previously announced $35 million capital raising ( Initial Capital Raising ).

• Dynamic ASX‐listed oil and gas company with significant growth potential

• Strong Board & Management

• World class projects across 4 countries

• Production from Galoc Oil Field

• Opportunity rich with development and exploration projects in the Phillipines, Europe and Argentina

• Upcoming activity in 2009 includes drilling program in Europe and Argentina

COMPANY OFFICERS

Rick Crabb Chairman Jaap Poll Non exec Director Ian Macliver Non exec Director Rufino Bomasang Non exec Director John Jetter Non exec Director Alex Parks CEO Emma McCormack Company Secretary

The restructured raising ( Revised Capital Raising ) will now be for up to a maximum of A$31.5 million. The Revised Capital Raising will consist of the following:

INVESTOR / MEDIA INQUIRIES : Jill Thomas, Investor Relations Mgr Tel: +61 8 6467 8803 Email: thomas@ottoenergy.com

• The initial placement of A$5.2 million that completed on 27 March 2009 ( Completed Placement ).

• An additional placement at a price of 7 cents per share to raise A$5.1 million ( Second Placement ). The Second Placement will be made in two tranches. The first tranche of A$4.3 million will be placed to Otto’s major shareholders Santo Holding AG and Molton Holdings Ltd ( Major Shareholders ) and will be completed immediately following the re‐instatement of Otto’s placement capacity under ASX Listing Rule 7.1, the subject of Resolution 1 at the general meeting to be held

==> picture [590 x 137] intentionally omitted <==

on 30 April 2009. The second tranche of $A800,000 will be placed to Otto directors and will be subject to shareholder approval to be sought at a separate general meeting scheduled for 27 May 2009.

• A pro‐rata non‐renounceable entitlement issue ( Revised Entitlement Issue ) to raise a maximum of approximately A$21.2 million at a price of 5 cents per share , which will be underwritten to the extent of A$15.7 million . Under the Revised Entitlement Issue, each shareholder eligible to participate will be offered three (3) new ordinary shares for every four (4) existing shares held at the record date of 20 April, 2009. An indicative Revised Capital Raising timetable is attached to this release.

The Company advises that the non‐renounceable entitlement issue ( Initial Entitlement Issue ) announced to ASX on 20 March 2009 which formed part of the Initial Capital Raising has been withdrawn. There were no valid entitlement and acceptance forms received from shareholders pursuant to the Initial Entitlement Issue and the offer document was not dispatched to shareholders.

Otto shares will trade with the entitlement to participate in the Revised Entitlement Issue until the Ex‐Entitlement date being Tuesday 14 April 2009.

Full details of the Revised Entitlement Issue will be set out in an offer document to be lodged with ASX and dispatched to shareholders in accordance with the attached indicative timetable.

Underwriting

As a result of the HoA lapsing and restructuring of the capital raising, Euroz Securities Limited ( Euroz ) has terminated its previous underwriting commitment associated with the Initial Capital Raising.

Otto is pleased to advise that Euroz has entered into a new underwriting agreement in respect of the Revised Capital Raising ( Underwriting Agreement ) under which Euroz will underwrite up to A$15.7 million of the Revised Entitlement Issue. The Major Shareholders have confirmed their intention to take up their full entitlements under the Revised Entitlement Issue and to sub‐ underwrite a portion of any shortfall up to a maximum investment of A$4.3 million each.

The underwritten component of the Revised Entitlement Issue, plus the Completed Placement and Second Placement will raise a minimum of A$25.9 million .

Use of Proceeds

The Revised Capital Raising proceeds will be used to:

• Fund upcoming exploration wells in Italy and Argentina;

• Undertake development of the Edirne gas project in Turkey;

• Repay Shareholder and Director Loans (outlined below); and

• Working Capital.

Otto has reviewed its forward expenditure and commitments and corporate overhead structure and will reduce its financial commitments and overheads in light of the restructured capital raising.

Since production recommenced at the Galoc oil field in February 2009, the field has maintained over

==> picture [590 x 137] intentionally omitted <==

95% uptime and is currently producing at rates of approximately 13,000 – 14,000 barrels of oil per day. The next cargo of approximately 340,000 barrels is scheduled to take place on 5 April 2009.

Shareholder and Director Loans

Otto currently has a fully drawn short term loan facility ( Shareholder Loan Facility ) totalling US$7 million provided by the Major Shareholders.

Directors have also provided a short term unsecured loan facility of A$1.53 million ( Director Loans ). The Director Loans are from Messrs Rick Crabb, Ian Macliver, Jaap Poll and John Jetter and bear interest at a rate of 12% per annum accruing daily and payable on repayment of the loan funds.

The Shareholder Loan Facility and Directors Loans will be repaid from the funds raised pursuant to the Revised Capital Raising.

Shareholder Sub‐underwriting

As a result of the Revised Capital Raising and continued support of the Major Shareholders, the Company has agreed to amend the exercise price of the 31 million sub‐underwriting options proposed to be issued to the Major Shareholders (as announced to ASX on 20 March 2009) as part of the Initial Capital Raising to 5 cents per share (expiry 30 June 2010), in consideration for their firm and priority sub‐underwriting commitments under the Revised Capital Raising. As a consequence of the amended exercise price, Otto intends to withdraw Resolutions 5 and 6 from the agenda of its general meeting to be held on 30 April, 2009 which seeks approval of such sub‐underwriting options. The issue of the sub‐underwriting options is subject to shareholder approval which will be sought at a separate meeting scheduled for 27 May 2009.

Yours faithfully,

==> picture [113 x 79] intentionally omitted <==

_____ Rick Crabb Chairman

==> picture [590 x 105] intentionally omitted <==

==> picture [590 x 137] intentionally omitted <==

Attachment

Indicative Revised Capital Raising Timetable

ASX announcement of Revised Capital Raising and withdrawal of	Friday 3 April 2009
previously announced Entitlement Issue
Revised Appendix 3B, Cleansing Notice and Pro‐forma Offer Document	Wednesday 8 April 2009
lodged with ASX
Notice to security holders	Wednesday 8 April 2009
Ex Date (date from which securities commence trading without the	Tuesday 14 April 2009
entitlement to participate in the Revised Entitlement Issue)
Record Date (date for determining entitlements of eligible shareholders	Monday 20 April 2009
to participate in the Revised Entitlement Issue)
Dispatch of Offer Document and Entitlement and Acceptance forms to	Thursday 23 April 2009
Shareholders and announce dispatch to ASX
Revised Entitlement Issue Opens	Thursday 23 April 2009
General Meeting	Thursday 30 April 2009
Settlement of Tranche 1 of the Second Placement**	Thursday 30 April 2009
Closing Date (5pm) *	Thursday 7 May 2009
Securities quoted on a deferred settlement basis	Friday 8 May 2009
Notification to ASX of under subscriptions	Tuesday 12 May 2009
Dispatch Holding Statements and notify ASX of dispatch**	Thursday 14 May 2009
Normal (T+3) trading starts	Friday 15 May 2009
General Meeting to approve of Tranche 2 of the Second Placement**	Wednesday 27 May 2009
Settlement of Tranche 1 of the Second Placement**	Thursday 28 May 2009
* Subject to the Listing Rules, the Directors reserve the right to extend the Closing Date of the
Entitlement Issue at their discretion. Should this occur, the extension will	have a
consequential effect on the anticipated date of issue for the New Shares.
** These Dates are indicative only.

==> picture [590 x 105] intentionally omitted <==