EDEN INNOVATIONS LTD — Capital/Financing Update 2013

Jun 25, 2013

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ACN 109 200 900

A non-renounceable pro-rata rights issue of one (1) new Share for every six (6) Shares held by Qualifying Shareholders as at 5.00pm WST on 5 July 2013 at an issue price of $0.01 (1 cent) per Share to raise approximately $1,041,281 (before expenses of the Offer).

OFFER DOCUMENT

THE SECURITIES OFFERED BY THIS OFFER DOCUMENT ARE OF A SPECULATIVE NATURE.

IMPORTANT NOTICE

This Offer is being made without disclosure to investors under Part 6D.2 of the Corporations Act. This Offer is being made in accordance with section 708AA of the Corporations Act and does not require disclosure under a disclosure document.

The purpose of this Offer Document is to summarise the details of the Offer. This Offer Document is not a disclosure document for the purposes of the Corporations Act.

This Offer Document should be read carefully. If you are in any doubt as to the contents of this Offer Document you should consult your stockbroker or other professional adviser without delay.

This Offer opens on 9 July 2013 and closes at 5:00pm WST on 24 July 2013.

DISCLAIMER

No person is authorised to give any information or make any representation in connection with the Offer that is not contained in this Offer Document. Any information or representation not contained in this Offer Document may not be relied upon as having been authorised by the Company in connection with the Offer. Neither the Company nor any other person warrants the future performance of the Company or any return on any investment made under this Offer Document except as required by law, and then only to the extent so required.

Any forecast or any forward-looking statement contained in this Offer Document may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct, and there are usually differences between forecasts and actual results because events and actual circumstances frequently do not occur as forecast and these differences may be material. Nothing contained in this Offer Document is, or may be relied on as, a promise or representation as to the future.

The information contained in this Offer Document does not purport to constitute all the information that you may require to enable you to evaluate effectively and completely whether to take up additional Shares under the Offer. The information in this Offer Document is general only and has been prepared without any actual or implied knowledge or consideration of the investment objectives, financial situation, taxation position or other particular needs or requirements of any particular person. Accordingly, before acting on this Offer Document, you should assess whether a further investment in the Company would be appropriate in light of your own financial circumstances. The information contained in this Offer Document is not, and should not be considered to be, financial product advice.

The information contained in this Offer Document is not a recommendation by the Company (or its officers, employees, agents or advisors) to any person that they should subscribe for new Shares pursuant to the Offer.

Except to the extent prohibited by law, the Company, its officers, employees and advisers disclaim all liability that may otherwise arise due to any of the information in this Offer Document being inaccurate or incomplete.

IMPORTANT NOTICE

This Offer Document is dated 26 June 2013.

The ASIC and ASX take no responsibility for the contents of this Offer Document.

This Offer Document contains an offer to Shareholders of the Company as at 5.00pm WST on the Record Date whose registered addresses are in Australia and New Zealand ("Qualifying Shareholders"). Distribution of this Offer Document in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Offer Document should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Offer Document does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make the Offer. No action has been taken to register this Offer Document or the Shares, or to otherwise permit an offering of the Shares, in any jurisdiction outside of Australia or New Zealand.

A personalised Entitlement and Acceptance Form will accompany the copy of the Offer Document which will be mailed to all Qualifying Shareholders.

Qualifying Shareholders should read this Offer Document in its entirety and, if in any doubt, consult with their professional advisers before deciding whether to apply for Shares. There are risks associated with an investment in the Company and the Shares offered under this Offer Document must be regarded as a speculative investment. It is important that Qualifying Shareholders consider the risk factors set out in section 2.24 of this Offer Document, as well as any other risks which could adversely affect the financial performance of the Company or the value of an investment in Shares of the Company. The Shares offered under this Offer Document carry no guarantee with respect to return on capital investment or the future value of the Shares.

DISCLOSURE

This Offer Document is not a disclosure document for the purposes of the Corporations Act. The Offer contained in this Offer Document is being made without disclosure to investors under Part 6D.2 of the Corporations Act. The Offer is being made in accordance with section 708AA of the Corporations Act, which exempts the need for disclosure under a disclosure document.

As at the date of this Offer Document, the Company has complied with the provisions of Chapter 2M of the Corporations Act as they apply to the Company, and section 674 of the Corporations Act.

As at the date of this Offer Document, there is no excluded information as described in section 708AA(8) and (9) of the Corporations Act.

DEFINITIONS AND ABBREVIATIONS

Certain abbreviations and other defined terms are used throughout this Offer Document. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used are set out in section 3 of this Offer Document.

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1. CHAIRMAN’S LETTER

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ACN 109 200 900
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26 June 2013

Dear Shareholder

NON-RENOUNCEABLE RIGHTS ISSUE

Over the past nine months, in an often difficult market, Eden Energy Ltd (“Eden”) has been making steady progress in trying to rebuild its position and further all its various projects.

Particularly in USA (and also to a lesser degree in India), Eden is now securing an increasing level of sales of its Optiblend dual fuel kits, that are beginning to generate reasonable cash flow, which if it continues, could bring the company to a cash flow positive position within the next 12 months.

Additionally, as recently announced, on 18 June 2013, the Company’s wholly owned subsidiary, Adamo Energy Ltd, entered into a conditional binding agreement to sell all of its shares in Adamo Energy (UK) Ltd (which holds the Company’s entire UK shale gas / coal seam gas portfolio) to Shale Energy plc, an unlisted UK public company, for more than £10million including £750,000 in cash and the remainder in shares (issuable in three stages, with the last £3,250,000 worth of shares to be issued in two equal parcels and being dependent on the independently verified gas resources reaching agreed levels as detailed in Eden’s recent announcement).

Further, progress has been made in concluding an operating agreement with a leading Australian university to collaborate in the research into finding ways to develop significantly stronger concrete, by adding to the concrete during its production, of a small quantity of carbon nanotubes produced using Eden’s proprietary pyrolysis technology. It is hoped that this may produce a commercially marketable product within twelve months.

However, whilst these projects offer the possibility that Eden may achieve a situation in the not too distant future, when it does not need to raise further funds, there is at present still an urgent need for Eden to supplement its existing working capital to continue to maintain its operations.

For this reason, although it had been hoped that this additional capital raising would not be necessary, the Directors of Eden have decided they have no alternative but to undertake a further 1:6 non-renounceable, pro-rata rights issue to existing shareholders of further shares at one cent per share, to raise a little over $1 million if all shares were taken up.

Encouragingly, it is noted that all of the Directors have indicated that they presently intend to take up their full entitlements under this Offer, and Noble Energy Pty Ltd (a wholly owned subsidiary of Tasman Resources Ltd), which holds more than 47% of the issued share capital in Eden, has indicated that it presently intends to take up at least a majority if not all of its entitlement under this Offer.

I invite all shareholders to consider this opportunity carefully and hopefully support the Offer.

Yours sincerely,

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Gregory H. Solomon Chairman

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2. DETAILS OF THE OFFER

2.1. KEY POINTS

A non-renounceable pro-rata rights issue of one (1) new Share for every six (6) Shares held by Qualifying Shareholders as at 5.00pm WST on 5 July 2013 at an issue price of $0.01 per Share to raise approximately $1,041,281 (before expenses of the Offer).

*	Share Issue Price $0.01 (1 cent) per new Share
	Qualifying Shareholder Entitlement One (1) new Share for every six (6) Shares held as at 5.00 pm WSTontheRecordDate
	Number of Shares to be issued pursuant to this Offer (est) 104,128,124*
	Approximate amount to be raised pursuant to this Offer (before expenses of the Offer and assuming the Offer is fully subscribed) $1,041,281.24
	Assuming the Offer is fully subscribed and none of the Options currently on issue in the Company are exercised before the Record Date.

2.2. TIMETABLE

TIMETABLE
Shares quoted ex rights	1 July 2013
Record Date for determining Entitlements to participate in Offer (at 5.00 pm WST)	5 July 2013
Dispatch of Offer Document to Qualifying Shareholders	9 July 2013
Closing Date for acceptance of Offer and payment in full (at 5.00pm WST)	24 July 2013
Shares quoted on a deferred settlement basis	25 July 2013
Company notifies ASX of under subscriptions	29 July 2013
Dispatch of holding statements	31 July 2013

These dates are subject to change and are indicative only. The Company reserves the right to amend this indicative timetable. In particular, the Company reserves the right, subject to the Corporations Act and the Listing Rules, to extend the Closing Date, to accept late Entitlement and Acceptance Forms either generally or in particular cases, or to withdraw or reduce the size of the Offer without prior notice. Any extension of the Closing Date will have a consequential effect on the date for the issue of new Shares.

2.3. PURPOSE OF THE OFFER

Funds raised from the Offer will be used:

• to meet the expenses of the Offer; and

• to provide additional working capital to fund the ongoing sales of the Optiblend dual fuel kits and the finalisation of developments aimed at enabling the use of the Company's nano-carbon materials and general operating matters.

2.4. EFFECT ON CAPITAL STRUCTURE

The Share capital structure of the Company on completion of the Offer will be as follows*:

Shares

Shares
Shares currently on issue	624,768,743
Shares offered under the Offer (est)	104,128,124
Total Shares on issue on completion of the Offer (est)	728,896,867

• Assuming the Offer is fully subscribed and none of the Options currently on issue by the Company** are exercised before the Record Date.

• ** In addition to the Shares currently on issue, there are:

• 69,640,963 listed Options (ASX Code: EDEO) on issue by the Company; and

• 3,631,250 Unlisted Options on issue by the Company under the Company’s Employee Share Option Plan.

Further information about these listed and unlisted Options is set out in Sections 2.17, 2.18 and 2.19 of this Offer Document.

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As this Offer is being made on a 1:6 basis, the number of new Shares being offered under this Offer Document represents 16.67% of the Share capital of the Company currently on issue and will represent 14.29% of the Share capital of the Company on issue on completion of the Offer (assuming the Offer is fully subscribed).

2.5. NON-RENOUNCEABLE

This Offer is made on a non-renounceable basis. Accordingly, Qualifying Shareholders may not sell or transfer all or any part of their Entitlement to the Shares.

2.6. OFFER NOT UNDERWRITTEN

This Offer is not underwritten.

2.7. ENTITLEMENT

Only Qualifying Shareholders are eligible to participate in the Offer.

The number of Shares to which each Qualifying Shareholder is entitled is shown on the personalised Entitlement and Acceptance Form which accompanies this Offer Document.

The Company has determined, in accordance with the Corporations Act and Listing Rule 7.7, that it would be unreasonable to make the Offer to Foreign Shareholders having regard to the number of Foreign Shareholders in each country other than Australia and New Zealand, the number and value of the Shares which would be offered to them and the cost of complying with the legal requirements in other countries. Foreign Shareholders should contact the Company Secretary should they have any queries.

2.8. SHORTFALL

If not all Qualifying Shareholders take up their Entitlements under this Offer in full, the portion not taken up will form part of the Shortfall.

Qualifying Shareholders may, in addition to their Entitlement, apply for additional Shares forming part of the Shortfall, regardless of the size of their present holding.

The offer of the Shortfall is a separate offer pursuant to this Offer Document. The issue price of any Shares comprising part of the Shortfall shall be $0.01, being the price at which the Entitlement has been offered to Qualifying Shareholders pursuant to this Offer Document.

Qualifying Shareholders who wish to participate in the offer of the Shortfall by applying for Shares above their Entitlement, should insert the number of additional Shares they wish to apply for in that section of the table in the Entitlement and Acceptance Form headed " Number of Shortfall Shares (if any) applied for in excess of the Entitlement shown above". Any additional Shares applied must be paid for in the same manner as the Entitlement Shares are paid for. A single payment should be made for the application monies for any Shares you have applied for as part of your Entitlement and any additional Shares applied for as part of the Shortfall. It is an express term of the offer of the Shortfall that applicants for Shares comprised in the Shortfall will be bound to accept a lesser number of additional Shares than applied for.

The Shortfall will be placed at the discretion of the directors and the directors reserve the right to allot to an applicant a lesser number of the Shares comprising the Shortfall than the number for which the applicant applies or to reject an application. Qualifying Shareholders who apply for additional Shares in excess of their Entitlement receive no guarantee that they shall receive all or any of those additional Shares for which they apply. If a Qualifying Shareholder does not receive all or any of the additional Shares they apply for, any excess application monies will be returned to them (without interest).

The Directors reserve the right to place the balance of the Shortfall which is not placed to Qualifying Shareholders under the offer of the Shortfall made pursuant to this Offer Document within 3 months of the Closing Date at an issue price of not less than the issue price under this Offer, being $0.01 (1 cent) per Share.

2.9. EFFECT ON CONTROL

The potential effect that the issue of the new Shares under the Offer will have on the control of the Company is as follows:-

• (a) if all Qualifying Shareholders take up their Entitlement under the Offer in full, there will be no appreciable change in each Qualifying Shareholder’s voting power in the Company;

• (b) if some or all of the Qualifying Shareholders do not take up their Entitlements under the Offer then:

• (i) as the Company’s largest shareholder, Noble Energy Pty Ltd ( Noble ) (a wholly owned subsidiary of Tasman Resources Ltd) has indicated that it presently intends to take up at least a majority if not all of its Entitlement, its voting power in the Company will increase. Assuming Noble is the only Qualifying Shareholder who takes up its Entitlement under the Offer and it does so in full, Noble would acquire 49,903,020 new Shares. This would increase the number of Shares held by Noble to 349,321,141 Shares (there would be no change in the number of Listed Options held by Noble). This would result in Noble’s voting power in the Company increasing from 47.925% to 51.776% of the enlarged share capital (the percentage of the Listed Options held by Noble would not increase). If some, but not all, of the Qualifying Shareholders take up their Entitlement, Noble’s voting power in the Company will increase from its current percentage to an amount not exceeding 51.776%, depending on the extent to which Qualifying Shareholders take up their rights and acquire any of the Shortfall.

• (ii) Qualifying Shareholders who have taken up their Entitlement in full, may apply for Shares forming part of the Shortfall (thus increasing their proportionate shareholding interest in the Company).

• (c) As the Offer is not being extended to Foreign Shareholders, Foreign Shareholders will have their voting power in the Company reduced.

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2.10. WHAT QUALIFYING SHAREHOLDERS MAY DO

Qualifying Shareholders who wish to take up all or part of their Entitlement should:

• read this Offer Document in full and decide whether to participate;

• consider the risks associated with this Offer, as summarised in section 2.24, in light of the Qualifying Shareholders' personal circumstances;

• complete the enclosed Entitlement and Acceptance Form in accordance with the instructions set out in this section 2.10 and on the back of the form and deliver the Entitlement and Acceptance Form, with the appropriate payment, by no later than 5.00 pm WST on the Closing Date, to:

Eden Energy Ltd c/- Advanced Share Registry Services PO Box 1156, Nedlands WA 6909

OR

Eden Energy Ltd c/- Advanced Share Registry Services Unit 2, 150 Stirling Highway Nedlands WA 6009

Payment can be made by cheque, money order or BPay. Qualifying Shareholders who pay by cheque or money order must complete and return to the Company the Entitlement and Acceptance Form which was issued together with this Offer Document. A completed and lodged Entitlement and Acceptance Form, together with payment by cheque or money order for the number of Shares applied for, cannot be withdrawn and constitutes a binding application for the number of Shares specified in the Entitlement and Acceptance Form on the terms set out in this Offer Document. The Entitlement and Acceptance Form does not need to be signed to be binding. An Entitlement and Acceptance Form which does not specify an Australian or New Zealand address for service (or which is accompanied by payment drawn on a foreign bank account) may be rejected and returned unless Qualifying Shareholders provide evidence which satisfies the Company that the issue of the Shares will not contravene the laws of any other jurisdiction. If an Entitlement and Acceptance Form is not completed correctly the Company can reject it or treat it as valid. The Company’s decision as to whether to reject the Entitlement and Acceptance Form or treat it as valid and how to construe, amend or complete it is final.

Cheques (drawn on and payable at any Australian bank) should be made payable to “Eden Energy Ltd – Rights Issue” and crossed “Not Negotiable”.

Qualifying Shareholders who pay electronically (by BPay), do not need to return the Entitlement and Acceptance Form, as they will be taken to have accepted the Offer upon making payment by BPay. This acceptance cannot be withdrawn. Instructions on how to make a payment by B-Pay are set out on the Entitlement and Acceptance Form. If paying via BPay, Qualifying Shareholders should note that their own financial institution may implement earlier cut off times with regard to electronic payments. Qualifying Shareholders should take this into consideration to ensure payment is received before the Closing Date.

If the amount a Qualifying Shareholders pays by cheque, money order or BPay is insufficient to pay for their full Entitlement, they will be taken to have applied for such lower number of new Shares as that amount will pay for.

If Qualifying Shareholders tender an amount by cheque, money order or BPay which will pay for more Shares than their Entitlement, they will be deemed to have applied for additional Shares under the offer of the Shortfall to the extent of that excess.

Qualifying Shareholders who do not wish to take up any of their Entitlement do not need to take any action. If Qualifying Shareholders take no action, their Entitlement to the Shares will lapse at 5.00 pm on the Closing Date.

Qualifying Shares who wish to apply for additional Shares over their Entitlement, should there be a Shortfall, should refer to section 2.8.

No brokerage or stamp duty is payable by Qualifying Shareholders on the issue of the Shares.

2.11. CLOSING DATE

The Closing Date for the Offer is 5.00 pm WST on 24 July 2013. Subject to the Corporations Act and Listing Rules, the Directors may extend the Closing Date at any time prior to the Closing Date. The dates the Shares are expected to commence trading on ASX may vary with any change to the Closing Date.

2.12. APPLICATION MONEY

Application money received for new Shares will be held in a separate account until those Shares are issued. Any interest earned on application money will be applied against the costs of the Offer, with any balance being retained by the Company. If the Offer does not proceed (for whatever reason), the application moneys will be returned without interest.

2.13. MINIMUM SUBSCRIPTION

There is no minimum subscription.

2.14. OVERSUBSCRIPTIONS

Oversubscriptions will not be accepted.

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2.15. ISSUE OF NEW SHARES

The new Shares will be issued, and holding statements for the new Shares will be despatched, as soon as practicable after the Closing Date.

2.16. TERMS AND CONDITIONS OF NEW SHARES

On issue, the new Shares will rank equally with all other quoted Shares (ASX Code: EDE) then on issue. The rights and liabilities attaching to the new Shares are set out in the Constitution of the Company and in the Corporations Act.

2.17. TERMS AND CONDITIONS OF EXISTING LISTED OPTIONS

The existing listed Options (ASX Code: EDEO) have been issued on the following terms and conditions:

• Each Option may be exercised by the holder at any time prior to 5.00pm WST on 30 June 2014 (the Time of Expiry ). Any Options not exercised before the Time of Expiry will automatically lapse.

• The Options may be exercised wholly or in part by the optionholder completing a notice of exercise of Options in a form approved by the Company (a Notice of Exercise ) and delivering it, together with the appropriate payment, to the Company’s registered office at any time prior to the Time of Expiry.

• The Options entitle the holder to subscribe (in respect of each Option held) for one (1) Share at an exercise price per Option of $0.20.

• Upon the exercise of the Options and receipt of all relevant documents and payment, Shares will be issued ranking equally with the then issued Shares, and the Company will apply to ASX to have the Shares so issued granted official quotation.

• Any Notice of Exercise received by the Company prior to the Time of Expiry will be deemed to be a Notice of Exercise as at the last Business Day of the month in which it is received.

• There are no participating entitlements inherent in the Options to participate in new issues of capital, which may be offered to Shareholders during the currency of the Options. Prior to any new pro-rata issue of securities to Shareholders, holders of Options will be notified by the Company and will be afforded ten (10) Business Days before the record date (as defined in the Listing Rules to determine entitlements to the issue), to exercise Options.

• In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Time of Expiry, the number of Options or the exercise price of the Options or both shall be reconstructed (as appropriate) in a manner which will not result in any benefits being conferred on holders of Options which are not being conferred on Shareholders and (subject to the provisions with respect to rounding of entitlements as sanctioned by the meeting of Shareholders approving the reconstruction of capital), in all respects, the terms for the exercise of Options shall remain unchanged. For these purposes, the rights of the Option holder may be changed from time to time to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganization.

• The Options may be transferred at any time prior to the Time of Expiry.

• Shares issued pursuant to the exercise of an Option will be issued not more than fourteen (14) days after the Notice of Exercise and payment is received by the Company.

2.18. TERMS AND CONDITIONS OF EXISTING UNLISTED OPTIONS

In addition to the existing listed Options (ASX Code: EDEO), there are a further 3,631,250 Unlisted Options on issue under the Company's ESOP. These Unlisted Options are exercisable at the following prices at any time on or before the following dates:

Number of Unlisted Options	Exercise Price	Exercise Date
256,250	$0.20	14 May 2014
3,375,000	$0.025	20 November 2015

2.19. EXISTING OPTIONS

Holders of the existing listed Options and Unlisted Options may participate in this Offer by exercising any or all of their Options prior to the Record Date. As at the date of this Offer Document, there are a total of 73,272,213 Options (listed and unlisted) currently on issue (each entitling the holder to acquire 1 Share), all of which are currently capable of being exercised. If all of these Options were exercised before the Record Date, an additional 73,272,213 new Shares would be issued upon the exercise of these Options. In addition, in the event that all of the Entitlements in respect of these additional Shares were taken up, an additional 12,212,036 new Shares would be issued under this Offer, and a further $122,120.36 raised. However, in view of the current Share price of the Company's Shares, the Directors do no expect any of the existing Options (listed or unlisted) to be exercised prior to the Record Date.

2.20. ASX QUOTATION

The Company will apply to ASX to have the Shares to be issued under this Offer granted official quotation.

2.21. FOREIGN SHAREHOLDERS

The Company is of the view that it is unreasonable to extend this Offer to Foreign Shareholders having regard to the number of Foreign Shareholders, the number of Shares that would be offered to them and the costs of complying with the legal requirements, and requirements of regulatory authorities, of the foreign jurisdictions.

Accordingly this Offer is not extended to, and no Shares will be issued to, Foreign Shareholders and no Entitlement and Acceptance Form will be sent to Foreign Shareholders. However, in compliance with Listing Rule 7.7, the Company will send each Foreign Shareholder details of this Offer and advise them that the Company will not offer Shares to them.

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2.22. DIRECTORS INTERESTS AND PARTICIPATION

Each Director's interest in the Shares of the Company at the date of this Offer Document and their Entitlement are set out in Table 1 below. Each Director has indicated that it is his present intention to subscribe for all of their Entitlement under this Offer.

TABLE 1

		Directors	Directors
	Gregory **Solomon **
		Douglas Solomon	Guy Le Page	Richard Beresford
Shares held	11,402,830,	9,479,400	Nil	2,400,000
New Shares offered under this Rights Issue (estimated)	1,900,472	1,579,900	Nil	400,000
Maximum Shares held on completion of this Rights Issue (estimated)
	13,303,302	11,059,300	Nil	2,800,000

*This assumes that the relevant Director does not exercise any Options held by that Director prior to the Record Date.

In addition, each Director also has an interest in the following listed Options and Unlisted Options on issue at the date of this Offer Document.

TABLE 2

		Directors	Directors
	**Gregory Solomon **	**Douglas Solomon **	Guy Le Page	Richard Beresford
Unlisted Options held	Nil	Nil	Nil	Nil
Listed Options held	1,587,255	1,388,398	Nil	200,000

2.23. PRIVACY STATEMENT

By returning an Entitlement and Acceptance Form or making payment by BPay, you acknowledge that you have received and read this Offer Document.

As Qualifying Shareholders are already Shareholders of the Company, the Company and its share registry (Advanced Share Registry) have already collected certain personal information from Qualifying Shareholders. However, if Qualifying Shareholders apply for Shares pursuant to this Offer Document, they will be supplying new, additional or updated personal information (by its inclusion on the Entitlement and Acceptance Form) to Advanced Share Registry.

The information included on the Entitlement and Acceptance Form is used for the purposes of processing the Entitlement and Acceptance Form and to administer the Qualifying Shareholder’s holdings of Shares. By submitting an Entitlement and Acceptance Form, Qualifying Shareholders agree that the Company may use the information provided by Qualifying Shareholders on the Entitlement and Acceptance Form for the purposes set out in this privacy statement and may disclose it for those purposes to the Company’s share registry and to the Company’s related bodies corporate, agents and contractors and third party service providers, including mailing houses, professional advisers (e.g. auditors, lawyers and accountants), intellectual technology support providers and to other regulatory authorities.

The Corporations Act requires the Company to include information about each Shareholder and optionholder (including name, address and details of the Shares held) in its public register. The information contained in the Company’s public register must remain there even if that person ceases to be a Shareholder. Information contained in the Company’s register is also used to facilitate payments and corporate communications (including the Company’s financial results, annual reports and other information that the Company wishes to communicate to its Shareholders and optionholders) and compliance by the Company with legal and regulatory requirements.

Under the Privacy Act 1988 (Cth) , Shareholders and optionholders have a right to gain access to personal information that the Company holds about that person, subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company’s registered office.

If Qualifying Shareholders do not provide the information required on the Entitlement and Acceptance Form, the Company may not be able to accept or process their Entitlement and Acceptance Form.

2.24. RISKS

Investing in additional Shares in the Company involves risk.

Until the Company is able to realise value from its projects or produce sufficient sales of its products to cover its full operating costs, it will incur ongoing operating losses. The Company has limited working capital. The Company’s major shareholder, Noble Energy Pty Ltd (with 47.925% interest) has indicated that it presently intends to take up at least a majority if not all of its Entitlement

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and Eden’s directors have all indicated that they presently intend to take up their Entitlements in full under this Offer. Thus, subject to and depending on:

• (a) the extent of the take up by Shareholders of their Entitlements under this Offer;

• (b) the amount of emerging revenue that the Company derives from the sale of its OptiBlend® kits and the hydrogen and carbon that it produces from its pyrolysis projects in US and India;

• (c) The satisfaction of all of the conditions precedent to settlement, and settlement occurring, under the agreement dated 18 June 2013 for the sale by the Company’s wholly owned subsidiary, Adamo Energy Ltd, of all of its shares in Adamo Energy (UK) Ltd (which holds the Company’s entire UK shale gas / coal seam gas portfolio) to Shale Energy plc (“the Sale Agreement”); and

• (d) the resolution (by judgment or settlement) of any litigation in which the Company is involved,

, the Company may have to raise further capital or borrow funds prior to this capital being exhausted. The Company is unable to say with any level of certainty whether the matters listed in paragraphs (a) to (d) inclusive above will render a further capital or equity raising unnecessary in the short to medium term, although should there only be a small take up under this Offer from the Company’s Shareholders other than its directors and Noble and settlement of the Sale Agreement does not occur or is delayed, the Company anticipates that it will need to raise further funds in the short term. There is no guarantee that such additional funds will be available to the Company, and the Company may be adversely affected in a material way if, for any reason, access to such funds is not available.

In addition to risks associated with the adequacy of the Company's working capital requirements, there are a number of risk factors, both specific to the Company and of a general nature, which may affect the future operating and financial performance of the Company and the value of an investment in the Company.

Risks specific to the Company include the Company's ability to successfully commercialise its technologies including Hythane®, OptiBlend® or the Company's pyrolysis technology which produces nano-carbon and hydrogen by-products from methane, its ability to secure and maintain appropriate patent protection, risks of breach of its existing patents or other intellectual property rights, competition it faces from competing technologies or products, satisfaction of all of the conditions precedent to settlement, and settlement occurring, under the Sale Agreement, commodity price volatility for hydrogen or carbon and exchange rate fluctuations, environmental protection and contamination, and fluctuations in its share price.

Risks of a general nature which affect the Company include the domestic and international factors affecting market conditions in equity, financial and commodity markets, economic conditions, interest rates, levels of tax, taxation law and accounting practice, governmental legislation or intervention, inflation, natural disasters or war. Some of these factors can be mitigated by appropriate commercial action. However, many are outside the control of the Company, are dependent on the policies adopted and approaches taken by regulatory authorities, or cannot otherwise be mitigated.

If you are unsure about subscribing for new Shares in the Company, you should first seek advice from your stockbroker, accountant, financial or other professional adviser.

The new Shares offered under this Offer Document carry no guarantee in respect of profitability, dividends, return of capital or the price at which they may trade on ASX. The past performance of the Company should not necessarily be considered a guide to the future performance of the Company.

As with any equity investment, substantial fluctuations in the value of your investment may occur. This Offer Document does not set out all the risks you may face in applying for, and holding, additional Shares in the Company.

2.25. DIVIDEND POLICY

The Company will not be in a position to declare any dividend until the Company makes a profit from its operations. There is no guarantee that this will occur. The Directors are not able to say when and if dividends will be paid in the future, as the payment of any dividends will depend upon the future profitability, financial position and cash requirements of the Company.

2.26. EXPENSES OF THE ISSUE

The total expenses of the Offer are estimated to be $30,000 (exclusive of any GST) comprising legal fees, printing, postage, share registry costs and ASX quotation fees.

2.27. TAXATION

It is the responsibility of all Qualifying Shareholders to satisfy themselves of the particular taxation treatment that applies to them by consulting their own professional tax advisers before investing in the Shares. Taxation consequences will depend on particular circumstances. Neither the Company nor any of its officers or advisers accept any liability or responsibility in respect of the taxation consequences of the matters referred to above or any other taxation consequences connected with an investment in the Shares of the Company.

2.28. GOVERNING LAW

This Offer Document, the Offer and the contracts formed on the acceptance of applications are governed by the laws applicable in Western Australia. Each applicant submits to the exclusive jurisdiction of the Courts of Western Australia.

2.29. ENQUIRIES

If you have any questions concerning your Entitlement, please contact the Company (attention Aaron Gates) by telephone on (+618) 9282 5889 or facsimile on (+618) 9282 5866, or your professional adviser.

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3. DEFINITIONS

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, as required by the context. ASX Listing Rules or Listing Rules means the Listing Rules of ASX .

Board means the board of Directors unless the context indicates otherwise. Business Day has the meaning given to that term in the ASX Listing Rules. Closing Date means 5.00 pm WST on 24 July 2013. Company or Eden means Eden Energy Ltd (ACN 109 200 900). Corporations Act means the Corporations Act 2001 (Cth). Directors means the directors of the Company. Dollars or $ means Australian dollars unless otherwise stated.

Entitlement means the maximum number of Shares you are entitled to apply for under the Offer as noted on the Entitlement and Acceptance Form.

Entitlement and Acceptance Form means the entitlement and acceptance form enclosed with this Offer Document. ESOP means the Company's Employee Share Option Plan.

Foreign Shareholder means a person registered as a Shareholder as at the Record Date whose registered address is outside Australia or New Zealand.

Offer means the offer of Shares pursuant to this Offer Document .

Offer Document means this document for the issue of approximately 104,128,124 Shares.

Offer Period means the period commencing on the Opening Date and ending on the Closing Date. Official List means the Official List of ASX.

Official Quotation means official quotation by ASX in accordance with the Listing Rules.

Opening Date means 9 July 2013.

Option means a (listed or unlisted) option to subscribe for a Share in the Company.

Qualifying Shareholders means all Shareholders as at 5.00pm WST on the Record Date and whose registered addresses are in Australia or New Zealand.

Record Date means the record date for determining entitlements to Shares offered under this Offer Document, which is 5.00 pm WST on 5 July 2013.

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

Shortfall means, if all Eligible Shareholders do not accept their Entitlement in full, those Shares under the Offer not accepted by Eligible Shareholders as part of their Entitlement by the Closing Date.

Unlisted Options means the Options of the Company which are not admitted to Official Quotation by ASX as at the date of this Offer Document.

WST means Western Standard Time, Perth, Western Australia.

4. CORPORATE DIRECTORY

Directors : Gregory H Solomon, LLB (Executive Chairman) Douglas H Solomon, B. Juris (Hons), LLB (Non-Executive Director) Guy T Le Page, B.A., B.Sc. (Hons), M.B.A., ASIA, MAusIMM (Non-Executive Director) Richard J Beresford FAICD FAIE (Non-Executive Director) Company Secretary : Aaron P Gates B.Com., CA, ACSA Registered Office : Level 15 197 St Georges Terrace Perth Western Australia Tel: (+618) 9282 5889 Fax: (+618) 9282 5866 e-mail: mailroom@edenenergy.com.au website: www.edenenergy.com.au Share Registry : Advanced Share Registry Services Unit 2, 150 Stirling Highway Nedlands Western Australia Tel: (+618) 9389 8033 Fax: (+618) 9389 7871 Solicitors to the Company : Solomon Brothers Level 15 197 St Georges Terrace Perth Western Australia Tel: (+618) 9282 5888 Fax: (+618) 9282 5855

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