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CENTRAL PETROLEUM LIMITED Share Issue/Capital Change 2007

Jul 8, 2007

64718_rns_2007-07-08_ab07a7db-bb88-4c92-9f1a-d69b105a8ad7.pdf

Share Issue/Capital Change

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ASX ANNOUNCEMENT RELEASED to the ASX DATE: 090707

TO: Manager, Company Announcements Australian Stock Exchange Limited CONTACT: John Heugh +61 8 9474 1444

Update to New Issue Announcement (Appendix 3B) filed on 21 June 2007 & Placement of 5.5 million shares

Central Petroleum Limited (ASX Ticker Symbol: “CTP”) is pleased to advise that the Directors of the Company have allotted 5,964,186 ordinary fully paid shares to option holders who have exercised their options which expired on 30 June 2007. This allotment forms part of the new issue announcement made on 21 June of 39,538,065 shares. The balance of 33,574,065 shares fall under an Option Underwriting Agreement signed last month for the 30 June 2007 options.

The Underwriter in the Option Underwriting Agreement, Martin Place Securities Pty Limited, has advised the Company that it had received strong interest in the shares of Central and will be able to not only complete the underwriting of the unexercised 30 June 2007 options, but also place out approximately 5.5 million additional ordinary shares on the same terms.

This placement will raise an additional $1.1 million before costs, bringing the total funds to be raised from the underwritten options conversion and placement to $9.0 million before costs.

Commenting on the exercise, Central’s Managing Director, Mr. John Heugh, said, “We are extremely encouraged by the overwhelming interest in our shares. The extra $1.1 million is a big boost to our balance sheet and our sentiments, as we prepare to spud our first well later this year.”

The attached Appendix 3B provides details of the share placement and the issue of 3 million options with a conversion price of 25 cents and an expiry date of 30 June 2010, the latter forming part of the underwriting and placement fees.

Yours faithfully

Central Petroleum Limited

==> picture [145 x 62] intentionally omitted <==

John Heugh

Managing Director

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

CENTRAL PETROLEUM LIMITED

ABN

72 083 254 308

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be Ordinary fully paid shares issued Options 2 Number of[+] securities issued or to be issued (if known) or maximum 5,500,000 ordinary fully paid shares number which may be issued 3,000,000 options 3 Principal terms of the[+] securities (eg, if options, exercise price and The options are to subscribe for ordinary fully expiry +securities, the amount outstanding date; if partly paid paid shares and are exercisable at 25 cents each on or before 30 June 2010 and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

4
Do the+securities rank equally in all
respects from the date of allotment
with an existing+class of quoted
+securities?
If the additional securities do not
rank equally, please state:
• the date from which they do
• the
extent
to
which
they
participate for the next dividend,
(in
the
case
of
a
trust,
distribution) or interest payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
7
Dates of entering+securities into
uncertificated holdings or despatch
of certificates
8
Number and+class of all+securities
quoted on ASX (_including_the
securities in clause 2 if applicable)
9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the securities in clause
2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Shares – Yes
Options – new class (unlisted)
Shares – Yes
Options – new class (unlisted)
Shares - $0.20 each share
Options – part of the fees paid to Martin Place
Securities Pty Ltd for underwriting the
conversion of 30 June 2007 options and
placement of5.5million shares.
Shares : Placement to clients of Martin Place
Securities Pty Limited to raise additional
working capital
Options : Underwriting and placement fees.
To be advised, but anticipated around mid July
2007
Number +Class
165,133,639 Ordinary shares
Number +Class
10,789,864
300,000
21,250,000
3,000,000
8,000,000
Ordinary shares
Options $0.25 31/1/10
Options $0.20 31/5/10
Options $0.25 30/6/10
Options $0.20 20/2/11
N/A
  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

Appendix 3B New issue announcement

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one )

(a) ⌧ Securities described in Part 1 Ordinary shares – Yes Options - No

(b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

Appendix 3B New issue announcement

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 9 July 2007 (Managing Director)

Print name: John Heugh

== == == == ==

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 4

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

Name of entity CENTRAL PETROLEUM LIMITED

ABN 72 083 254 308

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director John Phillip HEUGH
Date of last notice 18 May 2007

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest Direct
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
-
Date of change 9 July 2007
No. of securities held prior to change 5,100,001 ordinary fully paid shares (subject
to escrow until 6 March 2008).
2,500,000 options over ordinary fully paid
shares exercisable by payment of 20 cents
each at any time up to 31 May 2010 (subject
to escrow until 6 March 2008).
165,000 listed options (“CTPO”) over
ordinary fully paid shares exercisable by
payment of 20 cents each at any time up to
30 June 2007.
Class Ordinary fully paid shares.
Number acquired 165,000
  • See chapter 19 for defined terms.

Appendix 3Y Page 1

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Number disposed -
Value/Consideration
Note: If consideration is non-cash, provide details and estimated
valuation
$33,000.00
No. of securities held after change 5,100,001 ordinary fully paid shares (subject
to escrow until 6 March 2008).
165,000 ordinary fully paid shares
2,500,000 options over ordinary fully paid
shares exercisable by payment of 20 cents
each at any time up to 31 May 2010 (subject
to escrow until 6 March 2008).
Nature of change
Example: on-market trade, off-market trade, exercise of options, issue of
securities under dividend reinvestment plan, participation in buy-back
Upon exercise of 165,000 options with an
expiry date of 30 June 2007

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

  • See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002