EDEN INNOVATIONS LTD — Capital/Financing Update 2015

Mar 3, 2015

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A.C.N. 109 200 900

SUPPLEMENTARY PROSPECTUS

Important: This is an important document that should be read in its entirety together with the Prospectus. If you do not understand it you should consult your professional advisers.

1. IMPORTANT INFORMATION

This document supplements the prospectus dated 23 February 2015 issued by Eden Energy Ltd A.C.N. 109 200 900 (“the Company”) (“the Prospectus”) for a renounceable pro-rata rights issue of approximately 189,800,260 ordinary fully paid shares (“Shares”) on the basis of one (1) new Share for every four (4) Shares held by shareholders who are registered on the Company's Share Register and whose registered addresses are in Australia or New Zealand (“Qualifying Shareholders”) as at 5:00pm WST on 2 March 2015, at an issue price of $0.01 per Share together with one (1) option for every one (1) Share acquired free of charge (each to acquire 1 Share at an exercise price of $0.03 per Share, exercisable at any time up to and including 30 September 2018). The Prospectus is not underwritten.

This supplementary prospectus is dated 4 March 2015 and a copy of this supplementary prospectus was lodged with the Australian Securities and Investments Commission (“ASIC”), and a copy provided to the Australian Securities Exchange (“ASX”), on 4 March 2015. Neither the ASIC nor the ASX take any responsibility for the content of this supplementary prospectus.

This supplementary prospectus must be read together with the Prospectus. To the extent of any inconsistency between this supplementary prospectus and the Prospectus, the provisions of this supplementary prospectus will prevail.

2. TIMETABLE

The key dates for this Rights Issue (as set out in the “Summary of Important Dates” on page 2 of the Prospectus) remain the same. These key dates are indicative only and subject to change. The Company reserves the right, subject to the Corporations Act 2001 and the Listing Rules, to vary these key dates (including, without limitation, to extend the Closing Date or to close this Rights Issue early), or to withdraw this Rights Issue and Prospectus at any time, without prior notice.

3. PURPOSE FOR THE ISSUE OF THIS SUPPLEMENTARY PROSPECTUS

The purpose of this supplementary prospectus is to provide shareholders with additional information as to the Company’s proposed use of the funds which will be raised under this Rights Issue.

As noted in section 6.5 of the Prospectus, the funds raised under this Rights Issue are to be utilised to fund the costs of this Rights Issue, to repay outstanding financial indebtedness of the Company and for general working capital purposes to fund the on-going operations of the Company.

Set out below is a table summarising how the Directors intend to apply the proceeds of this Rights Issue against the above three use categories, in each of the following scenarios:

• 3.1 this Rights Issue raises $934,209 (on the assumption that Noble Energy Pty Ltd (“Noble”), Gregory Howard Solomon and Douglas Howard Solomon (both directors of the Company) and companies which are associated with them, namely Arkenstone Pty Ltd and March Bells Pty Ltd respectively, who have all indicated to the Company that they intend to take up their rights in full, are the only shareholders to take up their rights);

• 3.2 this Rights Issue raises $1,416,106 (being the mid-point between the figures set out in paragraphs 3.1 and 3.3); and

• 3.3 this Rights Issue raises $1,898,003 (on the assumption it is fully subscribed).

This is a supplementary prospectus intended to be read with the Prospectus dated 23 February 2015 relating to shares and options of Eden Energy Ltd

	Funds raised under this Rights IssueIntended Allocation of Funds:Costs of the OfferRepayment of outstanding financialindebtedness of the Company-Loan from Noble *-Repayment of other creditors **General workingcapital	Minimum(paragraph 3.1above)	50%(paragraph 3.2above)	Maximum(paragraph 3.3above)
		$934,209.3748,297.00 (5.2%)650,000.00 (69.6%)87,850.29 (9.4%)148,062.08(15.8%)	$1,416,106.1948,297.00 (3.4%)650,000.00 (45.9%)346,625.29 (24.5%)371,183.89(26.2%)	$1,898,003.0048,297.00 (2.5%)900,000.00 (47.4%)456,756.54 (24.1%)492,949.46(26.0%)

*Noble is the Company’s largest shareholder, holding approximately 46% of the Company’s Shares. The principal amount owing by the Company to Noble as at the date of this Supplementary Prospectus (which was contributed on the basis that it would be repaid out of future capital raisings) is $900,000.

**As at the date of this Supplementary Prospectus, the Company owes $456,756.54 on account of outstanding directors fees (and superannuation thereon) and management fees for the period June 2014 to March 2015, legal fees and interest on the loan to Noble. All of these amounts are outstanding beyond usual payment terms, however the Company has been granted an extension of the time for payment of these amounts. In addition to the amounts owing to these creditors, the Company owes additional amounts on account of trade and other payables, which amounts are being paid by the Company as and when they fall due. As at 31 December 2014, as set out in the pro-forma balance sheet set out in section 6.6 of the Prospectus, trade and other payables totalled $1,090,505.

The working capital funds will be used to provide additional operating costs as required from time to time to time for the Company’s US and Indian subsidiaries and to meet on going expenses of the Company in Australia. The rates at which the funds will be required by the US and Indian subsidiaries is uncertain as it will depend upon the level of revenue that each subsidiary is able to generate from their sales of products and services.

Given the speculative nature of the Company’s business, the intended allocation of funds as set out above may change depending upon market conditions.

If this Rights Issue is fully subscribed, the Company anticipates that it will be able to pay its debts as and when they fall due, and fund ongoing working capital requirements for approximately 12 months after completion of this Rights Issue. If this Rights Issue is not fully subscribed, the Company may, depending on the cash flow generated by the Company from OptiBlend™ sales in the US, need access to further equity or debt funding earlier that noted above.

4. APPLICATIONS

A personalised Acceptance Form will accompany the paper copy of the Prospectus and this Supplementary Prospectus which will be mailed to Qualifying Shareholders on 5 March 2015.

Section 3 of the Prospectus contains details of how Qualifying Shareholders can take up all or part of their Rights, sell all of their Rights, take up part of their Rights and sell the balance of their Rights or transfer all or part of their Rights to another person other than on ASX.

5. CONSENT BY DIRECTORS

Each of the directors of the Company has consented to the lodgment of this supplementary prospectus in accordance with section 720 of the Corporations Act.

Dated the 4th day of March 2015

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Signed for and on behalf of Eden Energy Ltd by Gregory Howard Solomon (Director)

This is a supplementary prospectus intended to be read with the Prospectus dated 23 February 2015 relating to shares and options of Eden Energy Ltd