MACRO ENERGY LTD (FORMERLY KNOWN AS VERUS INVESTMENTS LIMITED) ACN 009 575 035

ENTITLEMENT ISSUE PROSPECTUS

For a renounceable entitlement issue of 2 Shares for every 1 Share held by those Shareholders registered at the Record Date at an issue price of 1.8 cents per Share to raise up to $2,611,292 (based on the number of Shares on issue as at the date of this Prospectus) ( Offer ).

The Offer is underwritten up to $2,381,908 by the Underwriters. Refer to section 8.4 of this Prospectus for details of the terms of the underwriting.

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Shares offered by this Prospectus should be considered as speculative.

1.	CORPORATE DIRECTORY .............................................................................................. 1
2.	TIMETABLE ..................................................................................................................... 2
3.	IMPORTANT NOTES ....................................................................................................... 3
4.	DETAILS OF THE OFFER .................................................................................................. 5
5.	PURPOSE AND EFFECT OF THE OFFER ......................................................................... 14
6.	RIGHTS AND LIABILITIES ATTACHING TO SHARES ...................................................... 17
7.	RISK FACTORS ............................................................................................................ 19
8.	ADDITIONAL INFORMATION ...................................................................................... 22
9.	DIRECTORS’ AUTHORISATION .................................................................................... 32
10.	GLOSSARY .................................................................................................................. 33

1. CORPORATE DIRECTORY

Directors

Registered Office

Brett Lawrence (Managing Director) Level 21, Allendale Square Scott Jones (Non Executive Director) 77 St Georges Terrace, Mark Freeman (Non Executive Director) Perth WA 6000 Company Secretary Telephone: + 61 8 9389 2000 Facsimile: +61 8 9389 2099 Sylvia Moss Email: [email protected] Website: www.macroenergyltd.com.au

Share Registry*

Solicitors

Computershare Investor Services Pty Steinepreis Paganin Limited Lawyers and Consultants Level 2, Reserve Bank Building Level 4, The Read Buildings 45 St Georges Terrace 16 Milligan Street Perth WA 6000 Perth WA 6000

Telephone: +61 8 9323 2000 Facsimile: +61 8 9323 2033

Auditor*

Stock Exchange Listing

Australian Securities Exchange ASX Code: MEJ

BDO Kendalls Audit & Assurance (WA) Pty Ltd 128 Hay Street Subiaco WA 6008

*This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus.

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

2. TIMETABLE

Lodgement of Prospectus with the ASIC	12 August 2013
Lodgement of Prospectus & Appendix 3B with ASX	12 August 2013
Notice sent to Optionholders	12 August 2013
Notice sent to Shareholders	14 August 2013
Ex date	15 August 2013
Rights start trading	15 August 2013
Record Date	21 August 2013
Prospectus sent out to Shareholders & Company	23 August 2013
announces this has been completed
Rights stop trading	30 August 2013
Securities quoted on a deferred settlement basis	2 September 2013
Closing Date*	6 September 2013
ASX notified of under subscriptions	10 September 2013
Issue date/Shares entered into Shareholders’	12 September 2013
security holdings
Normal trading resumes	13 September 2013

*The Directors may extend the Closing Date by giving at least 6 Business Days notice to ASX prior to the Closing Date. As such the date the Shares are expected to commence trading on ASX may vary.

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

3. IMPORTANT NOTES

This Prospectus is dated 12 August 2013 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Shares may be issued on the basis of this Prospectus later than 13 months.

No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The Shares – the subject of this Prospectus – should be considered highly speculative.

Applications for Shares offered pursuant to this Prospectus can only be submitted on an original Entitlement and Acceptance Form or Shortfall Application Form.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus, regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

3.1 Risk factors

Potential investors should be aware that subscribing for Shares in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in section 7 of this Prospectus. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Shares in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

3.2 Forward-looking statements

This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of our Company, the Directors and our management.

We cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

contained in this prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

We have no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this prospectus, except where required by law.

These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in section 7 of this Prospectus.

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4. DETAILS OF THE OFFER

4.1 The Offer

The Offer is being made as a renounceable entitlement issue of 2 Shares for every 1 Share held by Shareholders registered at the Record Date, at an issue price of 1.8 cents per Share. Fractional Entitlements will be rounded up to the nearest whole number.

Based on the capital structure of the Company as at the date of this Prospectus and assuming all Entitlements are accepted, a maximum of 145,071,776 Shares will be issued pursuant to this Offer, to raise up to $2,611,292.

As at the date of this Prospectus the Company has 17,350,000 Options on issue, all of which may be exercised prior to the Record Date in order to participate in the Offer. Please refer to section 5.4 of this Prospectus for information on the exercise price and expiry date of the Options on issue.

All of the Shares offered under this Prospectus will rank equally with the Shares on issue at the date of this Prospectus. Please refer to section 6 for further information regarding the rights and liabilities attaching to the Shares.

The purpose of the Offer and the intended use of funds raised are set out in section 5.1 of this Prospectus.

4.2 What Eligible Shareholders may do

The number of Shares to which Eligible Shareholders are entitled is shown on the accompanying personalised Entitlement and Acceptance Form. Eligible Shareholders may:

(a) take up all of their Entitlement (refer to section 4.3);
(b) sell all of their Entitlement on ASX (refer to section 4.4);
(c) take up a proportion of their Entitlement and sell the balance on ASX (refer to section 4.5);
(d) take up a proportion of their Entitlement and allow the balance to lapse (refer to section 4.6);
(e) sell all or a proportion of their Entitlement other than on ASX (refer to section 4.7); or
(f) allow all or part of their Entitlement lapse (refer to section 4.8).

4.3 Taking up all of your Entitlement

Should you wish to accept all of your Entitlement, then applications for Shares under this Prospectus must be made on the Entitlement and Acceptance Form which accompanies this Prospectus or by completing a BPAY® payment, in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Please read the instructions carefully.

Please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided and attach a cheque for the Application Monies indicated on the Entitlement and Acceptance Form.

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Completed Entitlement and Acceptance Forms must be accompanied by a cheque, to be completed and provided to the Company as set out in section 4.11. If you wish to pay via BPAY® you must follow the instructions in section 4.12. The Company shall not be responsible for any postal or delivery delays or delay in the receipt of the BPAY® payment.

4.4 Selling all your Entitlement on ASX

The Entitlements under the Offer are renounceable, which means that all or part of an Eligible Shareholder’s rights to subscribe for Shares under the Offer may be traded on ASX. If you wish to sell all of your Entitlement on ASX, provide instructions to your stockbroker regarding the Entitlement you wish to sell on ASX. Trading of Entitlements will commence on ASX on 15 August 2013 and will cease on 30 August 2013.

There is no guarantee that an Eligible Shareholder will be able to sell all or any part of their Entitlement on ASX or that any particular price will be paid for the Entitlements sold on ASX.

4.5 Taking up a proportion of your Entitlement and selling the balance on ASX

If you wish to take up only part of your Entitlement, complete the accompanying personalised Entitlement and Acceptance Form for the number of Shares you wish to take up and follow the steps in section 4.3 or make a payment by BPAY in accordance with section 4.12.

Subsequently, provide instructions to your stockbroker regarding the proportion of your Entitlement you wish to sell on ASX as per section 4.4.

4.6 Taking up a proportion of your Entitlement and allowing the balance to lapse

If you wish to take up only part of your Entitlement and allow the balance to lapse, complete the accompanying personalised Entitlement and Acceptance Form for the number of Shares you wish to take up and follow the steps in section 4.3. If you take no further action, the balance of your Entitlement will lapse and you will have forfeited any potential benefit to be gained from taking up or selling that part of your Entitlement.

4.7 Selling all or a proportion of your Entitlement other than on ASX

You may elect to transfer all or a proportion of your Entitlement to another person other than on ASX. If the purchaser of your Entitlement is an Ineligible Shareholder or a person that would be an Ineligible Shareholder if they were a registered holder of Shares, that purchaser will not be able to take up the Entitlement they have purchased.

If you are a Shareholder on the issuer sponsored subregister and you wish to transfer all or a proportion of your Entitlement to another person other than on ASX, forward a completed standard renunciation and transfer form (obtainable from the Company’s share registry) and the applicable transferee's cheque for the Shares they wish to subscribe for payable to “Macro Energy Ltd – Entitlement Issue Account” and crossed “Not Negotiable” to the Company’s share registry (by delivery or by post at any time after the issue of this Prospectus and on or before the Closing Date) at the following address:

By delivery Computershare Investor Services Pty Limited Level 2, Reserve Bank Building 45 St Georges terrace, Perth WA 6000

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By Post

Computershare Investor Services Pty Limited PO Box D 182 PERTH WA 6009

If you wish to transfer all or a proportion of your Entitlement to or from another person on the CHESS subregister, you must engage your CHESS controlling participant (usually your stockbroker). If the transferee wants to exercise some or all of the Entitlement, you should follow your stockbroker's instructions as to the most appropriate way to take up the Entitlement on their behalf. The Application Monies for Shares that the transferee of the Entitlement wants to acquire must be received by Company’s share registry in accordance with section 4.3.

4.8 Allow all or part of your Entitlement to lapse

Shareholders should be aware that their Entitlement may have value. Entitlements are renounceable, which enables Eligible Shareholders who do not wish to take up part or all of their Entitlement to seek to sell or trade all or some of their Entitlement on ASX.

If you do not wish to accept or trade any part of your Entitlement, you are not obliged to do anything. If you do not take up your Entitlement or dispose of your Entitlement by the Closing Date, the Offer to you will lapse.

4.9 Implications of an acceptance

Returning a completed Entitlement and Acceptance Form or paying any Application Monies by BPAY® will be taken to constitute a representation by you that:

(a) you have received a copy of this Prospectus and the accompanying Entitlement and Acceptance Form, and read them both in their entirety;
(b) you acknowledge that once the Entitlement and Acceptance Form is returned, or a BPAY® payment instruction is given in relation to any Application Monies, the application may not be varied or withdrawn except as required by law.

4.10 Minimum subscription

There is no minimum subscription.

4.11 Payment by cheque/bank draft

All cheques must be drawn on an Australian bank or bank draft made payable in Australian currency to “Macro Energy Ltd – Entitlement Issue Account” and crossed “Not Negotiable”.

Your completed Entitlement and Acceptance Form and cheque must be lodged and received at any time after the issue of this Prospectus, but no later than 5:00 pm WST on the Closing Date, at the Company's share registry (by delivery or by post) at:

By delivery Computershare Investor Services Pty Limited Level 2, Reserve Bank Building 45 St Georges terrace, Perth WA 6000

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

By Post

Computershare Investor Services Pty Limited PO Box D 182 PERTH WA 6009

The Company shall not be responsible for any postal or delivery delays.

4.12 Payment by BPAY®

For payment by BPAY®, please follow the personalised instructions in your Entitlement and Acceptance Form. You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. Please note that should you choose to pay by BPAY®:

(a) you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form; and
(b) if you do not pay for your Entitlement in full, you are deemed to have taken up your Entitlement in respect of such whole number of Shares which is covered in full by your application monies.

Make sure that you use the specific Biller Code and unique Customer Reference Number (CRN) on your personalised Entitlement and Acceptance Form. You do not need to return a completed Entitlement and Acceptance Form but are taken to have made the declarations in the Entitlement and Acceptance Form and the representations outlined in section 4.9. If you have more than one shareholding of Shares and consequently receive more than one Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those Shareholdings, only use the CRN specific to that Shareholding as set out in the applicable Entitlement and Acceptance Form. Do not use the same CRN for more than one of your Shareholdings. This can result in your Application Monies being applied to your Entitlement in respect of only one of your Shareholdings (with the result that any application in respect of your remaining Shareholdings will not be valid).

It is your responsibility to ensure that your BPAY® payment is received by the share registry by no later than 5:00 pm (WST) on the Closing Date. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment. Any application monies received for more than your final allocation of Shares (only where the amount is $1.00 or greater) will be refunded. No interest will be paid on any application monies received or refunded.

4.13 Details of substantial holders

Based on publicly available information as at the date of this Prospectus, those persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue are set out below:

Shareholder	Shares	%
Craig Ian Burton	6,124,970	8.44
Remjay Investments Pty Ltd	8,571,429	11.82

In the event all Entitlements are accepted there will be no change to the

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relevant interests of substantial holders on completion of the Offer. Both Mr Burton and Remjay Investments Pty Ltd have indicated that they (and all their related entities) intend to subscribe for their full Entitlement.

4.14 Underwriting

The Offer is underwritten up to $2,381,908 by the Underwriters. Refer to section 8.4 of this Prospectus for details of the terms of the underwriting.

4.15 Effect on control of the Company

As set out in section 8.4, the Offer is being underwritten up to a total of 132,328,249 Shortfall Shares ($2,381,908) under underwriting agreements as follows:

(a) Skye Equity Pty Ltd, which is controlled by Craig Ian Burton, to underwrite up to a maximum of $966,908 (53,717,138 Shortfall Shares). To the extent the Underwriter and its related entities have accepted their entitlements under the Entitlements Issue, such amounts will reduce the Underwriting Commitment;
(b) Remjay Investments Pty Ltd, to underwrite up to a maximum of $925,000 (51,388,889 Shortfall Shares). To the extent the Underwriter and its related entities have accepted their entitlements under the Entitlements Issue, such amounts will reduce the Underwriting Commitment;
(c) Mr Scott Jones, to underwrite up to a maximum of $240,000 (13,333,333 Shortfall Shares);
(d) Mr Brett Lawrence, to underwrite up to a maximum of $150,000 (8,333,333 Shortfall Shares); and
(a) Tyche Investments Pty Limited, to underwrite up to a maximum of $100,000 (5,555,556 Shortfall Shares).

The number of Shares held by each Underwriter and its voting power in the tables below, show the potential effect of the underwriting of the Offer. However, it is unlikely that no Shareholders, other than the Underwriters, will take up Entitlements. The underwriting obligation and therefore voting power of the Underwriters will reduce by a corresponding amount for the amount of entitlements under the Offer taken up by the other Shareholders.

Craig Ian Burton, who controls Skye Equity Pty Ltd, and Remjay Investments Pty Ltd are currently substantial shareholders in the Company but are not otherwise related parties of the Company. The relevant interests and changes of each of the Underwriters under several scenarios are set out in the table below and are based on the assumption that each Underwriter only takes up their full entitlement of Shares under a fully subscribed scenario, but no entitlement under the remaining scenarios (as relevant).

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	Skye Equity Pty Ltd	Skye Equity Pty Ltd	Remjay Investments Pty Ltd	Remjay Investments Pty Ltd
Event	Shares held	Voting power	Shares held	Voting power
Current holdings	6,124,970	8.44%	8,571,429	11.82%
Completion of Entitlement Issue
Fully subscribed (Entitlement only to Underwriters)	18,374,910	8.44%	25,714,287	11.82%
75% subscribed	20,847,527	9.58%	22,655,870	10.41%
50% subscribed	35,570,084	16.35%	36,740,310	16.88%
25% subscribed	50,292,641	23.11%	50,824,751	23.36%
0% subscribed	59,842,108	29.21%	59,960,318	29.27%

Brett Lawrence and Scott Jones are Directors and therefore related parties of the Company. Their relevant interests and changes under several scenarios are set out in the table below and are based on the assumption that each Underwriter only takes up their full entitlement of Shares under the fully subscribed scenario, but no entitlement under the remaining scenarios (as relevant).

	Brett Lawrence	Brett Lawrence	Scott Jones	Scott Jones
Event	Shares held	Voting power	Shares held	Voting power
Current holdings	Nil	Nil	Nil	Nil
Completion of Entitlement Issue
Fully subscribed (Entitlement only to Underwriters)	Nil	Nil	Nil	Nil
75% subscribed	2,283,964	1.05%	3,654,342	1.68%
50% subscribed	4,567,927	2.10%	7,308,683	5.04%
25% subscribed	6,851,890	3.15%	10,963,024	5.04%
0% subscribed	8,333,333	4.07%	13,333,333	6.51%

Tyche Investments Pty Limited is not a related party of the Company. Its relevant interests and changes under several scenarios are set out in the table below and are based on the assumption that each Underwriter only takes up their full entitlement of Shares under the fully subscribed scenario, but no entitlement under the remaining scenarios (as relevant).

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	Tyche Investments Pty Limited	Tyche Investments Pty Limited
Event	Shares held	Voting power
Current holdings	1,190,348	1.64%
Completion of Entitlement Issue
Fully subscribed (Entitlement only to Underwriters)	3,571,044	1.64%
75% subscribed	2,712,990	1.25%
50% subscribed	4,235,632	1.95%
25% subscribed	5,758,275	2.65%
0% subscribed	6,745,904	3.29%

4.16 Potential dilution to Shareholders

In addition, Shareholders should note that if they do not participate in the Offer, their holdings are likely to be diluted by approximately 66.67% (as compared to their holdings and number of Shares on issue as at the date of the Prospectus). Examples of how the dilution may impact Shareholders is set out in the table below:

Holder	Holding as at Record date	% at Record Date	Entitlements under the Offer	Holdings if Offer not taken Up	% post Offer
Shareholder 1	10,000,000	13.79%	20,000,000	10,000,000	4.60%
Shareholder 2	5,000,000	6.89%	10,000,000	5,000,000	2.30%
Shareholder 3	1,500,000	2.07%	3,000,000	1,500,000	0.69%
Shareholder 4	400,000	0.55%	800,000	400,000	0.18%
Shareholder 5	50,000	0.07%	100,000	50,000	0.02%

Notes:

The dilutionary effect shown in the table is the maximum percentage on the assumption that those Entitlements not accepted by Eligible Shareholders are placed under the Shortfall Offer. In the event all Entitlements are not accepted and some or all of the resulting Shortfall was not subsequently placed, the dilution effect for each Shareholder not accepting their Entitlement would be a lesser percentage.

4.17 Shortfall Offer

Any Entitlement not taken up pursuant to the Offer will form part of the Shortfall Offer.

The Shortfall Offer is a separate offer made pursuant to this Prospectus and will remain open for up to three months following the Closing Date. The issue price for each Share to be issued under the Shortfall Offer shall be $0.018, being the price at which Shares have been offered under the Offer.

The Directors reserve the right to issue Shortfall Shares at their absolute discretion, subject to the Underwriting Agreements. Accordingly, do not apply for Shortfall Shares unless instructed to do so by the Directors.

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4.18 ASX listing

Application for Official Quotation of the Shares offered pursuant to this Prospectus will be made in accordance with the timetable set out at the commencement of this Prospectus. If ASX does not grant Official Quotation of the Shares offered pursuant to this Prospectus before the expiration of 3 months after the date of issue of the Prospectus, (or such period as varied by the ASIC), the Company will not issue any Shares and will repay all Application Monies for the Shares within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription.

4.19 Issue

Shares issued pursuant to the Offer will be issued in accordance with the ASX Listing Rules and timetable set out at the commencement of this Prospectus.

Shares issued pursuant to the Shortfall Offer will be issued on a progressive basis. Where the number of Shares issued is less than the number applied for, or where no issue is made, surplus Application Monies will be refunded without any interest to the Applicant as soon as practicable after the closing date of the Shortfall Offer.

Pending the issue of the Shares or payment of refunds pursuant to this Prospectus, all Application Monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

Holding statements for Shares issued under the Offer will be mailed in accordance with the ASX Listing Rules and timetable set out at the commencement of this Prospectus and for Shortfall Shares issued under the Shortfall Offer as soon as practicable after their issue.

4.20 Overseas Shareholders

This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of Shares these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offer is not being extended and Shares will not be issued to Shareholders with a registered address which is outside Australia or New Zealand.

The Offer is being made in New Zealand pursuant to the Securities Act (Overseas Companies) Exemption Notice 2013.

However, pursuant to ASX Listing Rule 7.7, the Company has appointed a nominee, Argonaut Capital Limited, to sell the Entitlements to which Ineligible Shareholders are entitled. The nominee will have the absolute and sole discretion to determine the timing and price at which the Entitlements may be

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

sold and the manner of any such sale. In consideration for its services as nominee, Argonaut Capital Limited will be paid a fee of $2,500 (exclusive of GST) and 1% brokerage on the Entitlements that it sells.

Any interest earned on the proceeds of the sale of these Entitlements will firstly be applied against expenses of such sale, including brokerage, and any balance will accrue to the relevant Ineligible Shareholders as described below.

The net proceeds of the sale of these Entitlements will then be forwarded by the Company as soon as practicable to the Ineligible Shareholders, in proportion to their share of such Entitlements (after deducting brokerage commission and other expenses). If any such net proceeds of sale are less than the reasonable costs that would be incurred by the Company for distributing those proceeds, such proceeds may be retained by the Company.

Notwithstanding that the nominee may sell Entitlements, Ineligible Shareholders may, nevertheless, receive no net proceeds if the costs of the sale are greater than the sale proceeds.

Neither the Company nor the nominee will be subject to any liability for failure to sell the Entitlements or to sell them at a particular price. If, in the reasonable opinion of the nominee, there is no viable market for the Entitlements of the Ineligible Shareholders, or a surplus over the expenses of the sale cannot be obtained in relation to the Entitlements that would have been offered to the Ineligible Shareholders, then those Entitlements will be allowed to lapse. The Shares not taken up will form part of the Shares to be subscribed for by the Underwriter pursuant to the Underwriting Agreements.

Shareholders resident in Australia or New Zealand holding Shares on behalf of persons who are resident overseas are responsible for ensuring that taking up an Entitlement under the Offer does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of those regulations.

4.21 Enquiries

Any questions concerning the Offer should be directed to Sylvia Moss, Company Secretary, on +61 8 9389 2000.

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5. PURPOSE AND EFFECT OF THE OFFER

5.1 Purpose of the Offer

The purpose of the Offer is to raise up to $2,611,292.

The funds raised from the Offer are planned to be used in accordance with the table set out below:

Item	Proceeds of the Offer	Full Subscription ($)	%
1.	Review of new projects2	495,935	19.1
2.	Expenses of the Offer1	115,357	4.3
3.	Working capital3	2,000,000	76.6
	Total	2,611,292	100

Notes:

Refer to section 8.8 of this Prospectus for further details relating to the estimated expenses of the Offer.
The Company is presently undertaking reviews of oil and gas investment opportunities, such reviews require the Company to employ consultants with the necessary engineering, geological and financial capabilities to ensure that adequate due diligence is undertaken on these potential acquisitions.
The Company currently has no revenue generating assets, however is active in pursuing potential oil and gas investment opportunities. In this mode of operation, the Company is conscious of maintaining a low level of outgoings and as a result is operating with a small management team. Working capital is required to progress the opportunities and secure the assets. When reviewing significant asset acquisitions the Company will be required to increase its project consultants to adequately complete due diligence. Many opportunities require a financial deposit to obtain exclusivity for dealings whilst the terms of the transaction are negotiated and finalised. The Company requires a level of financial capacity in order to secure such a deposit in an efficient time frame. A successful undertaking in this entitlement issue will provide the Company with ~$4m net cash available and the financial capacity to achieve the above objectives and secure desired oil and gas investment opportunities.

On completion of the Offer, the Board believes the Company will have sufficient working capital to achieve its objectives.

The above table is a statement of current intentions as of the date of this Prospectus. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

5.2 Effect of the Offer

The principal effect of the Offer, assuming all Entitlements are accepted and no Options are exercised prior to the Record Date, will be to:

(a) increase the cash reserves by $2,495,935 (after deducting the estimated expenses of the Offer of $115,357) immediately after completion of the Offer; and

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(b) increase the number of Shares on issue from 72,535,888 as at the date of this Prospectus to 217,607,664 Shares.

5.3 Pro-forma balance sheet

The unaudited balance sheet as at 30 April 2013 and the unaudited pro-forma balance sheet as at 30 April 2013 shown below have been prepared on the basis of the accounting policies normally adopted by the Company and reflect the changes to its financial position.

The pro-forma balance sheet has been prepared assuming all Entitlements are accepted, no Options are exercised prior to the Record Date and including expenses of the Offer.

The pro-forma balance sheet has been prepared to provide investors with information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company as noted below. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

	UNAUDITED 30 APRIL 13	PROFORMA 30 APRIL 13
CURRENT ASSETS
Cash	1,225,760	3,924,507
Other current assets	272,386	272,386
TOTAL CURRENT ASSETS	1,498,146	4,196,893

NON-CURRENT ASSETS
Fixed Assets	3,820	3,820
TOTAL NON-CURRENT ASSETS	3,820	3,820

TOTAL ASSETS	1,501,966	4,200,713

CURRENT LIABILITIES
Creditors and borrowings	45,327	45,327
TOTAL CURRENT LIABILITIES	45,327	45,327

NON CURRENT LIABILITIES
Provisions	117,984	117,984
TOTAL NON CURRENT LIABILITIES	117,984	117,984

TOTAL LIABILITIES	163,311	163,311

NET ASSETS (LIABILITIES)	1,338,655	4,037,402

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

	UNAUDITED 30 APRIL 13	PROFORMA 30 APRIL 13
EQUITY
Share capital	26,312,679	29,011,426
Options Reserve	1,461,903	1,461,903
Retained loss	(26,435,927)	(26,435,927)
TOTAL EQUITY	1,338,655	4,037,402

Notes:

(a) On 6 June the Company issued 5,794,650 shares at 3.5 cents each raising $202,813.
(b) The raising assumes the issue of 145,071,776 Shares at 1.8 cents each raising $2,611,292. Total costs of the issue are estimated at $115,357.

5.4 Effect on capital structure

The effect of the Offer on the capital structure of the Company, assuming all Entitlements are accepted and no Options are exercised prior to the Record Date, is set out below.

	Number
Shares currently on issue	72,535,888
Shares offered pursuant to the Offer	145,071,776
Total Shares on issue after completion of the Offer	217,607,664

Options

	Number
Options currently on issue: 1. Unlisted options exercisable at $1.25 each and expiring on 31 December 2013 2. Unlisted options exercisable at $0.05 each and expiring on 30 June 2017	1,350,000 16,000,000
Options offered pursuant to the Offer	NIL
Total Options on issue after completion of the Offer	17,350,000

The capital structure on a fully diluted basis as at the date of this Prospectus would be 89,885,888 Shares and on completion of the Offer (assuming all Entitlements are accepted and no Options are exercised prior to the Record Date) would be 234,957,664 Shares.

No Shares on issue are subject to escrow restrictions, either voluntary or ASX imposed.

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

6. RIGHTS AND LIABILITIES ATTACHING TO SHARES

The following is a summary of the more significant rights and liabilities attaching to Shares being offered pursuant to this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights and liabilities attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

6.1 General meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution of the Company.

6.2 Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at general meetings of Shareholders or classes of shareholders:

(a) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
(b) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
(c) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for each Share held, but in respect of partly paid shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

6.3 Dividend rights

Subject to the rights of any preference Shareholders and to the rights of the holders of any Shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.

The Directors may from time to time pay to the Shareholders any interim dividends as they may determine. No dividend shall carry interest as against the Company. The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit.

6.4 Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

6.5 Shareholder liability

As the Shares issued will be fully paid Shares, they will not be subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

6.6 Transfer of Shares

Generally, Shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act and the ASX Listing Rules.

6.7 Future increase in capital

The issue of any new Shares is under the control of the Directors of the Company. Subject to restrictions on the issue or grant of Securities contained in the ASX Listing Rules, the Constitution and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing Share or class of shares), the Directors may issue Shares as they shall, in their absolute discretion, determine.

6.8 Variation of rights

Under section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares.

If at any time the Share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied or abrogated with the consent in writing of the holders of three quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

6.9 Alteration of constitution

In accordance with the Corporations Act, the Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

7. RISK FACTORS

7.1 Introduction

(a) The Shares offered under this Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus and to consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.
(b) There are specific risks which relate directly to the Company’s business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Shares.
(c) The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

7.2 Company specific risks

(a) Business opportunities

The Company currently has no revenue generating assets, however is active in pursuing potential oil and gas investment opportunities. The Company’s business strategy and business model depends in part on the successful completion of acquiring business opportunities and on the effective and successful running of the Company or project acquired. There can be no guarantee that the Directors will be able to identify suitable business targets to acquire, that any acquisition will be successfully completed, or that the company or project acquired will be profitable, which may have a material adverse effect on the Company’s business, financial condition or results of operations.

If any new business opportunity is acquired by the Company, it will carry with it specific risks in relation to the location and nature of the opportunity.

(b) Additional requirements for capital

The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income from its operations, the Company may require further financing in addition to amounts raised under the Offer. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.

(c) Potential for significant dilution

Upon implementation of the Offer, assuming all Entitlements are accepted and no Options are exercised prior to the Record Date the

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

number of Shares in the Company will increase from 72,535,888 currently on issue to 217,607,664. This means that each Share will represent a significantly lower proportion of the ownership of the Company.

It is not possible to predict what the value of the Company or a Share will be following the completion of the Offer being implemented and the Directors do not make any representation as to such matters.

The last trading price of Shares on ASX prior to the prospectus being lodged of 1.5 cents is not a reliable indicator as to the potential trading price of Shares after completion of the Offer.

7.3 Industry specific risks

(a) Resource Exploration and Development Risk

Hydrocarbon exploration by its nature contains elements of significant risk. The success of the Company depends on the discovery and delineation of economically viable energy reserves and resources, access to required development capital, movement in the price of commodities, securing and maintaining title to the Company’s exploration and production tenements and obtaining all consents and approvals necessary for the conduct of its exploration and production activities.

(b) Other incidents beyond the control of the Company

The operations of the Company may be disrupted by a variety of risks and hazards which are beyond the control of the Company, including geological conditions, environmental hazards, technical and equipment failures and extended interruptions due to inclement or hazardous weather or other physical conditions, unavailability of drilling equipment, unexpected shortages of key personnel, labour, consumables or parts and equipment, fire, explosions and other incidents beyond the control of the Company.

7.4 General risks

(a) Economic

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities.

(b)

Market conditions

Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(i) general economic outlook;
(ii) introduction of tax reform or other new legislation;
(iii) interest rates and inflation rates;
(iv) changes in investor sentiment toward particular market sectors;

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

(v) the demand for, and supply of, capital; and

(vi) terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(c)

Dividends

Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.

(c)

Taxation

The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

(d) Reliance on key personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

7.5 Speculative investment

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus.

Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

8. ADDITIONAL INFORMATION

8.1 Litigation

As at the date of this Prospectus, the Company is not involved in any legal proceedings of a material nature and the Directors are not aware of any legal proceedings pending or threatened against the Company that are of a material nature.

8.2 Continuous disclosure obligations

The Company is a “disclosing entity” (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company’s securities.

This Prospectus is a “transaction specific prospectus”. In general terms a “transaction specific prospectus” is only required to contain information in relation to the effect of the issue of securities on a company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 3 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act states that:

(a) it is subject to regular reporting and disclosure obligations;
(b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and
(c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

(i) the annual financial report most recently lodged by the Company with the ASIC;
(ii) any half-year financial report lodged by the Company with the ASIC after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC; and
(iii) any continuous disclosure documents given by the Company to ASX in accordance with the ASX Listing Rules as referred to in section 674(1) of the Corporations Act after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC.

Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company during normal office hours.

Details of documents lodged by the Company with ASX since the date of lodgement of the Company’s latest annual financial report and before the lodgement of this Prospectus with the ASIC are set out in the table below.

Date	Description of Announcement
19/07/2013	Company Name Change
11/07/2013	Management and Fundraising Update
04/07/2013	Results of General Meeting
07/06/2013	Replacement Appendix 3Y
06/06/2013	New Issue Announcement - Appendix 3B
06/06/2013	Change of Director's Interest - Appendix 3Y
06/06/2013	Substantial Shareholder Notice
29/05/2013	Consolidation Completed
24/05/2013	Notice of General Meeting
14/05/2013	Appendix 3Z - Final Director's Interest Notice
13/05/2013	Results of Annual General Meeting
08/05/2013	Requisition for a General Meeting
06/05/2013	Director Appointment/Resignation
12/04/2013	Notice of General Meeting/Proxy Form
05/04/2013	Initial Fundraising Completed
21/03/2013	Management and Corporate Restructure
28/02/2013	Half Year Accounts and Appendix 4D
19/12/2012	Verus Market Update
30/11/2012	Results of Annual General Meeting
29/11/2012	Appendix 3Y - Change of Director's Interest Notice
28/11/2012	Appendix 3B
28/11/2012	Allotment of Underwriting

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

Date	Description of Announcement
28/11/2012	Notice of change of interests of substantial holder
26/11/2012	Divesture of Tunisian Assets
19/11/2012	Change in substantial holding
16/11/2012	Entitlement Issue and Underwriting
12/11/2012	Entitlement Offer Closed
31/10/2012	Notice of AGM 2012
09/10/2012	Entitlement Issue of Shares for Optionholders
09/10/2012	Non-Renounceable Entitlement Issue of Shares
05/10/2012	Rights Issue Offer
05/10/2012	Cleansing Notice
05/10/2012	Appendix 3B New Issue Announcement
05/10/2012	Rights Issue Announcement

ASX maintains files containing publicly available information for all listed companies. The Company’s file is available for inspection at ASX during normal office hours.

The announcements are also available through the Company’s website www.macroenergyltd.com.au.

8.3 Market price of Shares

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX.

The highest, lowest and last market sale prices of the Shares on ASX during the three months immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those sales were:

Highest	1 May 2013	5 cents
Lowest	19 June 2013	1.2 cents
Last	9 August 2013	1.5 cents

8.4 Underwriting Agreements

The Offer is underwritten up to a total of 132,328,249 Shortfall Shares ( Total Shortfall Amount ) under the following Underwriting Agreements:

(a) Skye Equity Pty Ltd, to underwrite up to a maximum of $966,908 (53,717,138 Shortfall Shares). To the extent the Underwriter and its related entities have accepted their entitlements under the Entitlements Issue, such amounts will reduce the Underwriter’s underwriting commitment;
(b) Remjay Investments Pty Ltd, to underwrite up to a maximum of $925,000 (51,388,889 Shortfall Shares). To the extent the Underwriter and its related entities have accepted their entitlements under the Entitlements Issue, such amounts will reduce the Underwriter’s underwriting commitment;
(c) Mr Scott Jones, to underwrite up to a maximum of $240,000 (13,333,333 Shortfall Shares);

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

(d) Mr Brett Lawrence, to underwrite up to a maximum of $150,000 (8,333,333 Shortfall Shares); and
(e) Tyche Investments Pty Limited, to underwrite up to a maximum of $100,000 (5,555,556 Shortfall Shares).

An underwriting fee of 3% of the value of the Shares that each Underwriter subscribes for and is allocated pursuant to their underwriting agreement, being up to a total of $71,457, will be payable to each of the Underwriters (assuming all Entitlements are instead taken as part of the Shortfall). If the available Shortfall is less than the Total Shortfall Amount, the available Shortfall will be allocated to each Underwriter pro-rata to their respective underwriting commitment.

The Underwriters are entitled to terminate their respective Underwriting Agreements upon the occurrence of any one or more of the termination events:

(a) ( No Quotation Approval ): the Company fails to lodge an Appendix 3B in relation to the Entitlement Shares with ASX by the time required by the Corporations Act, the Listing Rules or any other regulation;
(b) ( Restriction on allotment ): the Company is prevented from allotting the Shares under this Prospectus within the time required by the Underwriting Agreements, the Corporations Act, the Listing Rules, and statute, regulation or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental agency or authority;
(c) ( Default ): default of breach by the Company under the Underwriting Agreements of any terms, condition, covenant or undertaking;
(d) ( Contravention of constitution or Act ): a contravention by the Company or a subsidiary of any provision of its constitution, the Corporations Act, the Listing Rules or any other applicable legislation or any policy or requirement of ASIC or ASX;
(e) ( Prescribed Occurrence ): a Prescribed Occurrence occurs;
(f) ( Event of Insolvency ): an Event of Insolvency occurs in respect of the Company or a subsidiary;
(g) ( Judgement against the Company or a subsidiary ): a judgement in an amount exceeding US$200,000 is obtained against the Company or a subsidiary and is not set aside or satisfied within 7 days;
(h) ( Breach of Material Contracts ): any of the material contracts to which the Company is a party is terminated or substantially modified;
(i) ( Movement in the S&P/ASX 200 Energy [XEJ] Index ): the S&P/ASX 200 Energy [XEJ] Index of ASX is at any time on any 4 consecutive Business Days prior to allotment of the Shares pursuant to this Prospectus, 90% or less of the level that Index attained at the close of trading on the Business Day before the date of signing the Underwriting Agreements; or
(j) ( Movement in the WTI Cushing Spot Price of Oil ): the WTI Cushing Spot Price of Oil is at any time on any 4 consecutive Business Days prior to allotment of the Shares pursuant to this Prospectus, 90% or less than the spot price attained at the close of trading on the Business Day before the date of signing the Underwriting Agreements.

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

8.5 Interests of Directors

Other than as set out in this Prospectus, no Director or proposed Director holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) any property acquired or proposed to be acquired by the Company in connection with:
(i) its formation or promotion; or
(ii) the Offer; or
(c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director or proposed Director:

(a) as an inducement to become, or to qualify as, a Director; or
(b) for services provided in connection with:
(i) the formation or promotion of the Company; or
(ii) the Offer.

Security holdings

The relevant interest of each of the Directors in the securities of the Company as at the date of this Prospectus, together with their respective Entitlement, is set out in the table below.

Director	Shares	Options	Entitlement	$
Brett Lawrence	NIL	9,000,000	NIL	NIL
Scott Jones	NIL	2,000,000	NIL	NIL
Mark Freeman	48,782	300,000	97,564	1,756

The Board recommends all Shareholders take up their Entitlement.

Remuneration

(a) Mr Lawrence has in place (since May 2013) a consulting agreement for the provision of services in the role of Managing Director.
(b) Mr Jones has in place (since May 2013) a consulting agreement for the provision of services in the role of Non-Executive Director.
(c) Mr Freeman has in place a consulting agreement for the provision of services in the role of Non-Executive Director.

Executive Directors’ and senior executives ’ remuneration is considered to properly reflect the person’s duties and responsibilities, and takes account of remuneration levels across the sector. The remuneration of an executive Director

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

is decided by the Board, without the affected executive Director participating in that decision-making process.

Non-Executive Directors receive fees which are determined by the Board within the aggregate limit set by the shareholders at a General Meeting. The total maximum remuneration of non-executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director.

All Non-Executive Directors will receive remuneration by way of fees and receive no retirement benefits. Non-Executive Directors may receive options. The issue of options to Non-Executive Directors is considered an appropriate method of providing sufficient incentive and reward whilst maintaining cash reserves.

A Director may be paid fees or other amounts (ie non-cash performance incentives such as Options, subject to any necessary Shareholder approval) as the other Directors determine, where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. In addition, Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

The following table shows the total (and proposed) annual remuneration paid to both executive and non-executive directors.

Director	2011/2012	2012/2013	2013/2014
Brett Lawrence*	N/A	$30,000	$180,000
Scott Jones*	N/A	$3,333	$20,000
Mark Freeman	$71,500	$40,000	$20,000

Note

Each of Brett Lawrence and Scott Jones will also be paid a fee for underwriting part of the Offer, as set out in section 8.4.

8.6 Interests of experts and advisers

Other than as set out below or elsewhere in this Prospectus, no:

(a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;
(b) promoter of the Company; or
(c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

(b) any property acquired or proposed to be acquired by the Company in connection with:
(i) its formation or promotion; or
(ii) the Offer; or
(c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:

(a) the formation or promotion of the Company; or
(b) the Offer.

Skye Equity Pty Ltd may be paid an underwriting fee of up to approximately $29,000 in respect of this Offer. During the 24 months preceding lodgement of this Prospectus with the ASIC, Skye Equity Pty Ltd (and its related parties) have been paid fees totalling $20,000 by the Company.

Remjay Investments Pty Ltd may be paid an underwriting fee of up to approximately $27,750 in respect of this Offer. During the 24 months preceding lodgement of this Prospectus with the ASIC, Remjay Investments Pty Ltd has been paid fees totalling $nil by the Company.

Mr Scott Jones may be paid an underwriting fee of up to approximately $7,200 in respect of this Offer. During the 24 months preceding lodgement of this Prospectus with the ASIC, Mr Scott Jones has been paid fees as set out in section 8.5 above.

Mr Brett Lawrence may be paid an underwriting fee of up to approximately $4,500 in respect of this Offer. During the 24 months preceding lodgement of this Prospectus with the ASIC, Mr Brett Lawrence has been paid as set out in section 8.5 above.

Tyche Investments Pty Limited may be paid an underwriting fee of up to approximately $3,000 in respect of this Offer. During the 24 months preceding lodgement of this Prospectus with the ASIC, Tyche Investments Pty Limited (and its related parties) has been paid fees totalling $9,900 by the Company.

Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offer. The Company estimates it will pay Steinepreis Paganin $12,000 (excluding GST and disbursements) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has invoiced fees totalling $50,261 (including GST and disbursements) for legal services provided to the Company.

Argonaut Capital Limited has been to appointed as the nominee under ASX Listing Rule 7.7. Argonaut Capital Limited will be paid for this service on standard industry terms and conditions, as set out in section 4.20. During the 24 months preceding lodgement of this Prospectus with the ASIC, Argonaut Capital Limited has been paid fees totalling $54,000 (excluding GST) for services provided to the Company.

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

8.7 Consents

Each of the parties referred to in this section:

(a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this section; and
(b) to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this section.

Specifically:

(a) each Underwriter has given their written consent to being named as an underwriter to the Offer in this Prospectus, in the form and context in which it is named;
(b) Craig Ian Burton and Ramjay Investments Pty Ltd have each given their consent to the statements in section 4.13 this Prospectus being made and have not withdrawn their consent prior to the lodgement of this Prospectus with the ASIC;
(c) Steinepreis Paganin has given its written consent to being named as the solicitors to the Company in this Prospectus. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC; and
(d) Argonaut Capital Limited has given and has not withdrawn its consent to be named as the Company’s nominee under ASX Listing Rule 7.7. Argonaut Capital Limited has not caused or authorised the issue of this Prospectus, and expressly disclaims and takes no responsibility for, any part of this Prospectus.

8.8 Expenses of the offer

In the event that all Entitlements are accepted, the total expenses of the Offer are estimated to be approximately $115,357 (excluding GST) and are expected to be applied towards the items set out in the table below:

ASIC fees ASX fees Underwriting fees Legal fees Printing and distribution Miscellaneous Total	$ 2,225 9,000 71,457 15,000 9,000 8,675
	115,357

8.9 Electronic prospectus

Pursuant to Class Order 00/44, the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Forms. If you have not, please phone the Company on +61 9389 2000 and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both. Alternatively, you may obtain a copy of this Prospectus from the Company’s website at www.macroenergyltd.com.au.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

8.10 Financial forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

8.11 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

The Company will not be issuing option certificates. The Company is a participant in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of Shares issued to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

8.12 Privacy Act

If you complete an application for Shares, you will be providing personal information to the Company (directly or by the Company’s share registry). The Company collects, holds and will use that information to assess your application, service your needs as a holder of equity securities in the Company, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company’s share registry.

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

You can access, correct and update the personal information that we hold about you. Please contact the Company or its share registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

9. DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.

_______ Brett Lawrence Managing Director For and on behalf of MACRO ENERGY LTD

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

10. GLOSSARY

$ means the lawful currency of the Commonwealth of Australia.

Applicant means a Shareholder who applies for Shares pursuant to the Offer or a Shareholder or other party who applies for Shortfall Shares pursuant to the Shortfall Offer.

Application means an application to subscribe for Shares under this Prospectus.

Application Form means an Entitlement and Acceptance Form or Shortfall Application Form as the context requires.

Application Monies means money submitted by Applicants in respect of Applications.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires.

ASX Listing Rules means the listing rules of the ASX.

ASX Settlement Operating Rules means the settlement rules of the securities clearing house which operates CHESS.

Board means the board of Directors unless the context indicates otherwise.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day.

Closing Date means the date specified in the timetable set out at the commencement of this Prospectus (unless extended).

Company means Macro Energy Ltd (ACN 009 575 035).

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company as at the date of this Prospectus.

Eligible Shareholder means a Shareholder of the Company as at the Record Date other than an Ineligible Shareholder.

Entitlement means the entitlement of a Shareholder who is eligible to participate in the Offer.

Entitlement and Acceptance Form means the entitlement and acceptance form either attached to or accompanying this Prospectus.

Event of Insolvency means:

(a) a receiver, manager, receiver and manager, trustee, administrator, controller or similar officer is appointed in respect of a person or any asset of a person;

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

(b) a liquidator or provisional liquidator is appointed in respect of a corporation;
(c) any application (not being an application withdrawn or dismissed within 21 days) is made to a court for an order, or an order is made, or a meeting is convened, or a resolution is passed, for the purpose of:
(i) appointing a person referred to in paragraphs (a) or (b);
(ii) winding up a corporation; or
(iii) proposing or implementing a scheme of arrangement;
(d) any event or conduct occurs which would enable a court to grant a petition, or an order is made, for the bankruptcy of an individual or his estate under any insolvency provision;
(e) a moratorium of any debts of a person, or an official assignment, or a composition, or an arrangement (formal or informal) with a person's creditors, or any similar proceeding or arrangement by which the assets of a person are subjected conditionally or unconditionally to the control of that person's creditors or a trustee, is ordered, declared, or agreed to, or is applied for and the application is not withdrawn or dismissed within 7 days;
(f) a person becomes, or admits in writing that it is, is declared to be, or is deemed under any applicable law to be, insolvent or unable to pay its debts; or
(g) any writ of execution, garnishee order, mareva injunction or similar order, attachment, distress or other process is made, levied or issued against or in relation to any asset of a person.

Ineligible Shareholder means a Shareholder as at the Record Date whose registered address is not situated in Australia or New Zealand.

Offer means the renounceable entitlement issue the subject of this Prospectus.

Official Quotation means official quotation on ASX.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Prescribed Occurrence means:

(a) a Relevant Company converting all or any of its shares into a larger or smaller number of shares;
(b) a Relevant Company resolving to reduce its share capital in any way;
(c) a Relevant Company:
(i) entering into a buy-back agreement; or (ii) resolving to approve the terms of a buy-back agreement under Section 257D or 257E of the Corporations Act;

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

(d) a Relevant Company making an issue of, or granting an option to subscribe for, any of its shares or any other securities, or agreeing to make such an issue or grant such an option (other than pursuant to the Offer);
(e) a Relevant Company issuing, or agreeing to issue, convertible notes;
(f) a Relevant Company disposing, or agreeing to dispose, of the whole, or a substantial part, of its business or property;
(g) a Relevant Company charging, or agreeing to charge, the whole, or a substantial part, of its business or property;
(h) a Relevant Company resolving that it be wound up;
(i) the appointment of a liquidator or provisional liquidator of a Relevant Company;
(j) the making of an order by a court for the winding up of a Relevant Company;
(k) an administrator of a Relevant Company, being appointed under Section 436A, 436B or 436C of the Corporations Act;
(l) a Relevant Company executing a deed of company arrangement; or
(m) the appointment of a receiver, or a receiver and manager, in relation to the whole, or a substantial part, of the property of a Relevant Company.

Prospectus means this prospectus.

Record Date means the date specified in the timetable set out at the commencement of this Prospectus.

Relevant Company means the Company and each company which is now, or before the issue of all the Shares under the Offer becomes, a subsidiary of the Company as that term is defined in the Corporations Act.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Shortfall means the Shares not applied for under the Offer (if any).

Shortfall Application Form means the shortfall application form that will be provided to investors at the Directors’ discretion.

Shortfall Offer means the offer of the Shortfall on the terms and conditions set out in section 4.15 of this Prospectus.

Shortfall Shares means those Shares issued pursuant to the Shortfall.

Underwriters means Skye Equity Pty Ltd, Ramjay Investments Pty Ltd, Scott Jones, Brett Lawrence and Tyche Investments Pty Limited.

Underwriting Agreements means the agreements between the Company and each of the Underwriters to effect their underwriting of the Offer.

WST means Western Standard Time as observed in Perth, Western Australia.

MACRO ENERGY LTD – AUGUST 2013 PROSPECTUS

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

MACRO ENERGY LTD

ABN

59 009 575 035

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 issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Ordinary Fully Paid Shares

	Up to 145,071,776 Shares

	Ordinary Fully Paid Shares

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) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	Yes

	$0.018 per Share

	Up to 145,071,776 Shares to be issued pursuant to a pro rata renounceable Entitlement Issue to raise approximately $2,611,292 as detailed in the Prospectus dated 12 August 2013.

	Yes

	NA

	Nil

	Nil

See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

Appendix 3B New issue announcement

Nil	Nil	Nil

Nil

N/A

N/A

15% under rule 7.1 10.00% under rule 7.1A

12 September 2013

Number		+Class
Up to 217,607,664		Fully Paid Ordinary Shares
Number	+Class
1,350,000 16,000,000	Unlisted Options exercisable at $1.25 each on or before 31 December 2013 Unlisted Options exercisable at $0.05 each on or before 30 June 2017

The Company does not have a dividend policy

See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

Appendix 3B New issue announcement

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders		No

		Renounceable

		Two new Share for every one new Share subscribed for and issued

		Ordinary Fully Paid Shares

		21 August 2013

		No

		Rounded up

		All countries outside of Australia and New Zealand

		6 September 2013

		Skye Equity Pty Ltd, Ramjay Investments Pty Ltd, Scott Jones, Brett Lawrence and Tyche Investments PtyLimited.

		3% or $71,457

		N/A

		N/A

		N/A

See chapter 19 for defined terms.

Appendix 3B Page 4

01/08/2012

Appendix 3B New issue announcement

25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements in full through a broker? 31 How do+security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	N/A

	23 August 2013

	12 August 2013

	15 August 2013

	30 August 2013

	Refer to Sections 4.2 to 4.8 of the Prospectus

	Refer to Sections 4.2 to 4.8 of the Prospectus

	Refer to Sections 4.2 to 4.8 of the Prospectus

	12 September 2013

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 (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)

See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

Appendix 3B New issue announcement

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
See chapter 19 for defined terms.

Appendix 3B Page 6

01/08/2012

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 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 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012

Appendix 3B New issue announcement

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.
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: 12 August 2013 Company Secretary

Print name: Sylvia Moss...................................

== == == == ==

See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Part 1	Part 1

Rule 7.1 –	Issues exceeding 15% of capital
*Step 1: Calculate “A”, the base* *calculated*	*figure from which the placement capacity is*
*Insert*number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	1,885,185,563Ordinary Fully Paid Shares
*Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary securities that became fully paid in that 12 month period Note:* • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	1,451,876,337 Shares issued via placement 50:1 Consolidation of capital – 66,741,238 5,794,650 Ordinary Shares issued (approved by shareholders and issued 6/6/2013) 16,000,000 Unlisted Options (exercisable at $0.05 on or before 30 June 2017)
*Subtract*the number of fully paid ordinary securities cancelled during that 12 month period	Nil
“A”	72,535,888

See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

*Step 2: Calculate 15% of “A”*	*Step 2: Calculate 15% of “A”*
“B”	0.15 [Note: this value cannot be changed]
*Multiply*“A” by 0.15	10,880,383
*Step 3: Calculate “C”, the amount of placement capacity under rule 7.1* *that has already been used*
*Insertnumber of equity securities issued or agreed to be issued in that 12 month period not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities,* unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	nil
“C”	nil
*Step 4: Subtract “C” from [“A” x “B”] to calculate remaining* *placement capacity under rule 7.1*
“A” x 0.15 Note: number must be same as shown in Step 2	10,880,383
*Subtract“C” Note: number must be same as shown in* Step 3	nil
*Total*[“A” x 0.15] – “C”	10,880,383 [Note: this is the remaining placement capacity under rule 7.1]

See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” 72,535,888 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 7,253,589 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of equity securities issued or Nil agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items “E” Nil

See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012

Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

*Step 4: Subtract “E” from [“A” x “D”] to calculate remaining* *placement capacity under rule 7.1A*	*Step 4: Subtract “E” from [“A” x “D”] to calculate remaining* *placement capacity under rule 7.1A*
“A” x 0.10 Note: number must be same as shown in Step 2	7,253,589
*Subtract“E” Note: number must be same as shown in* Step 3	Nil
*Total*[“A” x 0.10] – “E”	7,253,589 Note: this is the remaining placement capacity under rule 7.1A

See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012

AI assistant

DIGITALX LIMITED — Capital/Financing Update 2013

64762_rns_2013-08-11_824dd3f2-480c-4d48-95d3-1f3050d2124f.pdf

MACRO ENERGY LTD (FORMERLY KNOWN AS VERUS INVESTMENTS LIMITED) ACN 009 575 035

ENTITLEMENT ISSUE PROSPECTUS

IMPORTANT NOTICE

CONTENTS

1. CORPORATE DIRECTORY

Directors

Registered Office

Share Registry*

Solicitors

Auditor*

Stock Exchange Listing

2. TIMETABLE

3. IMPORTANT NOTES

3.1

Risk factors

3.2

Forward-looking statements

4. DETAILS OF THE OFFER

4.1 The Offer

4.2 What Eligible Shareholders may do

4.3 Taking up all of your Entitlement

4.4 Selling all your Entitlement on ASX

4.5 Taking up a proportion of your Entitlement and selling the balance on ASX

4.6 Taking up a proportion of your Entitlement and allowing the balance to lapse

4.7 Selling all or a proportion of your Entitlement other than on ASX

4.8 Allow all or part of your Entitlement to lapse

4.9 Implications of an acceptance

4.10 Minimum subscription

4.11 Payment by cheque/bank draft

4.12 Payment by BPAY®

4.13 Details of substantial holders

4.14

Underwriting

4.15 Effect on control of the Company

4.16 Potential dilution to Shareholders

Notes:

4.17 Shortfall Offer

4.18 ASX listing

4.19

Issue

4.20

Overseas Shareholders

4.21 Enquiries

5. PURPOSE AND EFFECT OF THE OFFER

5.1 Purpose of the Offer

Notes:

5.2 Effect of the Offer

5.3 Pro-forma balance sheet

5.4 Effect on capital structure

Shares

Options

6. RIGHTS AND LIABILITIES ATTACHING TO SHARES

6.1

General meetings

6.2

Voting rights

6.3

Dividend rights

6.4 Winding-up

6.5

Shareholder liability

6.6 Transfer of Shares

6.7

Future increase in capital

6.8

Variation of rights

6.9

Alteration of constitution

7. RISK FACTORS

7.1 Introduction

7.2 Company specific risks

(a) Business opportunities

(b) Additional requirements for capital

(c) Potential for significant dilution

7.3 Industry specific risks

(a) Resource Exploration and Development Risk

(b) Other incidents beyond the control of the Company

DIGITALX LIMITED Capital/Financing Update 2013