EDEN INNOVATIONS LTD - Capital/Financing Update 2015

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A.C.N. 109 200 900

RENOUNCEABLE RIGHTS ISSUE TRANSACTION-SPECIFIC PROSPECTUS

For a renounceable pro-rata Rights Issue of approximately 189,800,260 Shares on the basis of one (1) new Share for every four (4) Shares held by Qualifying Shareholders as at 5:00pm WST on the Record Date, 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). This Rights Issue, if fully subscribed, will raise up to approximately $1,898,003 (before expenses of the Offer).

IMPORTANT INFORMATION

This Prospectus is a transaction-specific prospectus issued under section 713 of the Corporations Act. This Prospectus is not required to, and does not, contain all of the information that is generally required to be set out in a prospectus, including general information in relation to the assets and liabilities, financial position, profits and losses or prospects of the Company. This Prospectus generally only contains information in relation to the effect of the Rights Issue on the Company and the rights and liabilities attaching to the New Shares and New Options offered to Qualifying Shareholders under this Prospectus.

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers.

This Offer is not Underwritten.

THE SHARES AND OPTIONS OFFERED UNDER THIS PROSPECTUS ARE OF A SPECULATIVE NATURE.

Short Form Prospectus FINAL

IMPORTANT STATEMENT

This Prospectus is dated 23 February 2015.

A copy of this Prospectus was lodged with ASIC on 23 February 2015. Neither ASIC nor ASX take any responsibility for the contents of this Prospectus.

This Prospectus contains an offer to Qualifying Shareholders whose registered addresses are in Australia and New Zealand, and has been prepared to comply with the requirements of the securities laws of Australia and New Zealand. Distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make an offer. No action has been taken to register this Prospectus, the New Shares or New Options or the Rights, or otherwise permit an offering of the New Shares or New Options or the Rights, in any jurisdiction outside of Australia or New Zealand.

No New Shares or New Options will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

Application will be made within 7 days of the date of this Prospectus for permission for the New Shares offered by this Prospectus to be admitted to Quotation on the ASX. The New Options will not be admitted to Quotation on ASX unless the circumstances set out in section 2.9 of this Prospectus apply (which may not happen).

The New Shares and New Options offered under this Prospectus are of a speculative nature. Qualifying Shareholders should read this Prospectus in its entirety and, if in any doubt, consult with their professional advisors before deciding whether to apply for New Shares and accompanying New Options. In particular, it is important that Qualifying Shareholders consider the risk factors set out in section 5 of this Prospectus. The New Shares and New Options offered under this Prospectus carry no guarantee in respect of return of capital, return on capital investment, payment of dividends or the future value of the Shares or Options.

DISCLAIMER

No person is authorised to give any information or to make any representation in connection with the Rights Issue which is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied on as having been authorised by Eden (or its Directors or advisers) in connection with this Rights Issue.

PROSPECTUS AVAILABILITY

This Prospectus is only available in a paper version. Qualifying Shareholders with registered addresses in Australia and New Zealand will be sent a copy of this Prospectus on 5 March 2015. In addition, Qualifying Shareholders can obtain a copy of this Prospectus during the Rights Issue on the Eden website at www.edenenergy.com.au or by calling the Company by telephone on (+618) 9282 5889. A personalised Acceptance Form will accompany the paper copy of the Prospectus which will be mailed to Qualifying Shareholders on 5 March 2015.

Neither this Prospectus nor the accompanying Acceptance Form may be sent to Qualifying Shareholders outside of Australia and New Zealand or otherwise distributed outside of Australia and New Zealand.

TRANSACTION-SPECIFIC PROSPECTUS

This Prospectus is a transaction-specific prospectus issued in accordance with section 713 of the Corporations Act. This Prospectus is not required to, and does not, contain all the information that is generally required to be set out in a prospectus, including general information in relation to the assets and liabilities, financial position, profits and losses or prospects of the Company. This Prospectus generally only contains information in relation to the effect of the Rights Issue on the Company and the rights and liabilities attaching to the New Shares and New Options offered to Qualifying Shareholders under this Prospectus.

Section 7 of this Prospectus sets out further information in relation to the nature and contents of this Prospectus.

DEFINITIONS AND ABBREVIATIONS

Throughout this Prospectus abbreviations and defined terms are used. Defined terms are generally identified by the use of an uppercase first letter. Details of the definitions and abbreviations used are set out in section 8 of this Prospectus.

SUMMARY OF OFFER

This information is intended as a summary only and should be read in conjunction with the more detailed information appearing elsewhere in this Prospectus. Applicants should read this entire Prospectus, including the risks in section 5, in order to make an informed decision about acquiring New Shares and New Options.

1. KEYPOINTS

New Share Issue Price $0.01 per New Share Qualifying Shareholder Entitlement 1 New Share for every 4 Existing Shares held on the Record Date (together with 1 free accompanying New Option for every 1 New Share acquired under this Prospectus) Approximate number of New Shares to be issued under this Up to 189,800,260 Rights Issue Approximate number of New Options to be issued under this Up to 189,800,260 Rights Issue Approximate amount to be raised under this Rights Issue Up to $1,898,003 (assuming this Rights Issue is fully subscribed and before expenses of the Offer)

*These figures assume that none of the existing Options issued under the Company’s ESOP are converted to Shares prior to the Record Date. If this occurs, the number of New Shares and New Options, and the amount raised, under this Rights Issue may increase.

2. SUMMARY OF IMPORTANT DATES

Offer announcement	20 February 2015
Lodgement of Prospectus at ASIC (copy to ASX) and Appendix 3B with ASX	23 February 2015
Notice sent to shareholders	25 February 2015
Ex date; Rights Trading commences	26 February 2015
Record Date for determining entitlements	2 March 2015
Prospectus despatched to Qualifying Shareholders	5 March 2015
Rights Trading Ends	12 March 2015
Closing date of the Offer	19 March 2015
Company notifies ASX of under subscriptions	24 March 2015
Issue Date (and end of any deferred settlement trading)	26 March 2015

This timetable is indicative only and subject to change. The Company reserves the right, subject to the Corporations Act and the Listing Rules, to vary the above 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. Any extension of the Closing Date will have a consequential effect on subsequent milestones set out above.

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CONTENTS Page	CONTENTS Page
IMPORTANT STATEMENT .......................................................................................................................................... 1
SUMMARY OF OFFER .................................................................................................................................................. 2
1.	CHAIRMAN’S LETTER ........................................................................................................................................ 4
2.	DETAILS OF THE OFFER ................................................................................................................................... 5
3.	ACTION REQUIRED BY QUALIFYING SHAREHOLDERS ........................................................................ 12
4.	COMPANY OVERVIEW ..................................................................................................................................... 16
5.	RISK FACTORS ................................................................................................................................................... 18
6.	EFFECT OF THE ISSUE ..................................................................................................................................... 21
7.	ADDITIONAL INFORMATION ......................................................................................................................... 25
8.	GLOSSARY NAMES AND TERMS ................................................................................................................... 33
9.	CONSENT BY DIRECTORS ............................................................................................................................... 35
10.	CORPORATE DIRECTORY .............................................................................................................................. 36
ACCEPTANCE FORM .................................................................................................................................................. 37

1. CHAIRMAN’S LETTER

Dear Shareholders

The objective of this Rights Issue, if successful, is to ensure that the Company has sufficient funds to be able to continue with its various projects, details of which are listed in section 4.3 below.

The directors had been hopeful that the emerging cash flow from OptiBlend™ sales in the US would enable Eden to avoid having to raise further capital in the current market which is still not favourable to companies with smaller market capitalisations, notwithstanding the recent increases in the Australian indices which are based only on companies with far larger market capitalisations than Eden. However, as a result of a recent significant slow-down in US OptiBlend™ sales as a result of a recent rapid major downturn in US hydrocarbon exploration activities due to the lower global oil prices, the Company is now forced to raise further funds.

Eden’s two major projects each have exciting prospects.

Separate trials in USA and Australia by two large, independent concrete and cement manufacturers of concrete enriched with Eden’s carbon nanotube admixture each commenced in February 2015 to test the increase in strength and reduced permeability in concrete that are achieved with the addition of Eden’s carbon nanotubes. Preliminary trials conducted by Eden with cement paste have produced an increase in compressive strength of up to 27% and in tensile strength of up to 14% with the addition of approximately 0.5 WT % of carbon nanotubes (compared to cement). If successful, each if these trials could lead to commercial sales of Eden’s admixture in perhaps 6-9 months, and open up a potentially very large global market.

Additionally, the US OptiBlend™ sales for 2014 which exceeded US $2 million had been on track to produce a positive cash flow for the Eden Group of companies. Eden’s technology is now very well regarded by the market and has been adopted by a major US engine manufacturer as its dual fuel kit for large diesel powered generators sets used for providing power to drilling rigs. However, until the currently low world oil prices rise and the level of US oil and gas exploration recovers, US OptiBlend™ sales are likely to be insufficient to achieve a sufficient level of cash flow.

For these reasons the directors have decided to proceed with this current Rights Issue.

The directors of Tasman Resources Ltd, which through a wholly owned subsidiary holds a 46% shareholding interest in Eden have indicated that Tasman intends to take up its full entitlement in this current Right Issue. Additionally, both Doug Solomon and I, and each of our associated entities have all indicated that we also all intend to take up our full entitlements under the current Rights Issue.

I urge Shareholders to read this Prospectus carefully, and I commend this Rights Issue to you.

Yours sincerely

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Gregory H Solomon Chairman

2. DETAILS OF THE OFFER

2.1 Shares and Options offered for subscription

A renounceable pro rata rights issue to Qualifying Shareholders of approximately 189,800,260 New Shares and 189,800,260 New Options (assuming that none of the existing Options of the Company issued under the Company’s ESOP are converted to Shares prior to the Record Date) on the basis of 1 New Share for every 4 Existing Shares held as at the Record Date at an issue price of $0.01 each, together with 1 New Option free of charge for every 1 New Share acquired (each New Option to acquire 1 Share at an exercise price of $0.03 exercisable at any time up to and including 30 September 2018), to raise up to approximately $1,898,003 before expenses of the Offer (and assuming the Offer is fully subscribed).

All New Shares issued pursuant to this Prospectus will be issued as fully paid ordinary shares and will rank equally in all respects with the Existing Shares (see section 7.4 of this Prospectus).

The New Options to be issued under this Prospectus will be issued on the terms and conditions set out in section 7.5 of this Prospectus.

As this Rights Issue is renounceable, Qualifying Shareholders who do not wish to exercise their Rights to subscribe for some or all of the New Shares (and accompanying New Options) being offered to them under this Prospectus may sell those Rights in the manner set out in section 3 of this Prospectus.

2.2 Entitlement to participate in the Rights Issue

Shareholders who are registered on the Company's Share Register and whose registered addresses are in Australia or New Zealand (Qualifying Shareholders) at the close of business on the Record Date, being 5.00 pm WST on 2 March 2015, are eligible to participate in the Offer. An Acceptance Form setting out Qualifying Shareholders’ Entitlements to New Shares and New Options accompanies this Prospectus.

Fractional Entitlements will be rounded up to the nearest whole number of New Shares and accompanying New Options. For this purpose, holdings in the same name are aggregated for calculation of Entitlements. If Eden considers that holdings have been split to take advantage of rounding, the Company reserves the right to aggregate holdings held by associated Qualifying Shareholders for the purpose of calculating Entitlements.

2.3 Trading of Rights

The Rights are renounceable. This enables Qualifying Shareholders who did not wish to exercise their Rights to subscribe for some or all of the New Shares (and accompanying New Options) being offered to them for subscription under this Prospectus an opportunity to sell those Rights. It also enables Qualifying Shareholders to purchase additional Rights if they wish. Details of how Qualifying Shareholders can sell their Rights are contained in section 3 of this Prospectus.

Trading of Rights will commence on ASX on 26 February 2015 and will cease at the close of trading on 12 March 2015. Rights to which Qualifying Shareholders are entitled may be sold on ASX between these dates should Qualifying Shareholders choose not to accept all of their Entitlement under this Rights Issue.

2.4 Applications

This Offer may be accepted by Qualifying Shareholders in whole or in part prior to the Closing Date, subject to the right of the Company to extend the Offer Period or close the Offer early.

Instructions for accepting an Entitlement are set out in section 3 of this Prospectus and on the Acceptance Form which accompanies this Prospectus.

2.5 Application money

All Qualifying Shareholders who accept the Offer made to them in its entirety will receive their Entitlement in full.

New Shares and accompanying New Options will be issued to a Qualifying Shareholders only after all of their Application Money has been received and ASX has granted permission for the New Shares to be quoted.

All Application Money received before the New Shares and accompanying New Options are issued will be held in a special purpose bank account. After the New Shares and New Options are issued to Qualifying Shareholders, the funds in the account, plus accrued interest, will be received by the Company. All Application Moneys will be returned (without interest) if this Rights Issue is withdrawn or otherwise does not proceed.

If the New Shares are not admitted to Quotation by ASX within 3 months after the date of this Prospectus (or any longer period permitted by ASIC), the Company will refund all Application Money in full. The New Options will not be admitted to Quotation on the ASX, unless the circumstances set out in section 2.9 apply (which may not happen).

2.6 Issue outside Australia and New Zealand

This Prospectus does not constitute an offer of Securities in any place outside Australia and New Zealand in which, or to any person to whom, it would not be lawful to make such an offer or to issue the Prospectus. The distribution of this Prospectus and the accompanying Acceptance Form in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus and the accompanying Acceptance Form (including nominees, trustees or custodians) should seek advice on and observe those restrictions. Any failure to comply with those restrictions may constitute a violation of applicable securities laws.

No action has been taken to register the Rights, the New Shares or New Options or this Prospectus or otherwise permit an offering of the New Shares or New Options or the Rights in any jurisdiction outside of Australia or New Zealand. Without limitation, the Rights and the New Shares and New Options have not been, and will not be, registered under the US Securities Act 1933 (as amended) or the securities laws of any State of the United States of America and may not be offered in the United States of America or to, or for the account of or benefit of, US persons.

2.7 Treatment of Non-Qualifying Foreign Shareholders

The Offer in this Prospectus is not being extended to any Shareholder, as at the Record Date, whose registered address is not situated in Australia or New Zealand (Non-Qualifying Foreign Shareholders) because of the small number of such Shareholders, the small number and value of the Securities which would be offered to NonQualifying Foreign Shareholders and the cost of complying with applicable regulations in jurisdictions outside Australia and New Zealand.

Recipients may not send or otherwise distribute this Prospectus or the accompanying Acceptance Form to any person outside Australia or New Zealand (other than to Qualifying Shareholders).

Accordingly, this Rights Issue is not being extended to Shareholders with registered addresses outside Australia and New Zealand, and no Acceptance Form will be sent to them. However, in compliance with Listing Rule 7.7.1, the Company will send each Non-Qualifying Foreign Shareholder details of this Rights Issue and advise them that the Company will not offer New Shares (and accompanying New Options) to them.

In accordance with Listing Rule 7.7.1(c) and section 615 of the Corporations Act, the Company has appointed RM Corporate Finance Pty Ltd as its nominee to sell (and RM Corporate Finance Pty Ltd is required to sell) all of the Rights that would have been given to the Non-Qualifying Foreign Shareholders and to account to Non-Qualifying Foreign Shareholders for the net proceeds of the sale of those Rights (if any). The net proceeds of the sale of the Rights after deducting all costs involved in the sale process and subsequent distribution of such proceeds (if any), will be distributed in Australian dollars to the Non-Qualifying Foreign Shareholders. The sale of these Rights will be at such price and otherwise in such manner as the Company’s nominee will in its sole discretion determine. The price obtainable for these Rights will be dependent, amongst other things, upon market conditions. Neither the Company,

nor its nominee, will be subject to any liability, including liability for negligence, for any failure to sell the Rights at a particular price.

2.8 ASX Quotation of New Shares

The Company will apply to the ASX for the New Shares offered under this Prospectus to be granted Quotation within 7 days of the date of this Prospectus.

If approval for Quotation of the New Shares is not granted within 3 months after the date of this Prospectus (or any longer period permitted by ASIC), the Company will not allot or issue any New Shares (or accompanying New Options) pursuant to this Rights Issue and will repay all Application Moneys without interest as soon as practicable.

Subject to approval being granted by ASX, it is expected that the New Shares will be issued on 26 March 2015 and that Quotation of the New Shares will commence on ASX on a normal basis on 27 March 2015. It is the responsibility of all Qualifying Shareholders to determine their allocation prior to trading in New Shares. Qualifying Shareholders who trade or otherwise deal with New Shares before they receive holding statements will do so at their own risk. The Company disclaims all liability in tort (including negligence), statute or otherwise to persons who trade or otherwise deal with New Shares before receiving holding statements.

ASX takes no responsibility for the contents of this Prospectus. The fact that the ASX may approve Quotation of the New Shares is not to be taken in any way as an indication of the merits of the Company or the New Shares (or accompanying New Options) offered under this Prospectus.

2.9 ASX Quotation of New Options

2.9.1 Subject to paragraph 2.9.2, application will not be made to the ASX for the New Options offered by this Prospectus to be granted Quotation, and the New Options will not be granted Quotation and will not be able to be traded on the ASX.
2.9.2 If at least 100,000 New Options are issued under this Prospectus and those New Options are held by a minimum of 50 Qualifying Shareholders who each hold a marketable parcel of New Options (within the meaning given to that term in the procedures of the ASX Market Rules) and all of the requirements of the ASX Listing Rules applying to the quotation of an additional class of securities are satisfied, the Company proposes, after the Closing Date, to make an application to the ASX for the New Options offered by this Prospectus to be granted Quotation. However, this Offer is not conditional upon the making of such an application, or on the New Options being granted Quotation, and there is no representation that this application will be made and/or that the New Options will be granted Quotation.
2.9.3 If all of the circumstances set out in paragraph 2.9.2 occur and the Company applies for the New Options to be admitted to Quotation on the ASX, subject to approval being granted by ASX, it is expected that Quotation of the New Options will commence on ASX on 27 March 2015. It is the responsibility of all Qualifying Shareholders to determine their allocation prior to trading in New Options. Qualifying Shareholders who trade or otherwise deal with New Options before they receive holding statements will do so at their own risk. The Company disclaims all liability in tort (including negligence), statute or otherwise to persons who trade or otherwise deal with New Options before receiving holding statements.
2.9.4 ASX takes no responsibility for the contents of this Prospectus. The fact that the ASX may approve Quotation of the New Options is not to be taken in any way as an indication of the merits of the Company or the New Options offered under this Prospectus.

2.10 Allotment of New Shares and New Options

Subject to ASX granting approval for Quotation of the New Shares, the allotment of the New Shares and New Options to Qualifying Shareholders will occur as soon as possible after this Rights Issue is closed, following which

holding statements setting out the number of New Shares and New Options allotted to Qualifying Shareholders under this Prospectus will be despatched.

2.11 Minimum subscriptions and oversubscriptions

There is no minimum subscription to this Rights Issue, and no oversubscriptions will be accepted.

2.12 No Underwriting

This Rights Issue is not underwritten.

2.13 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 (and accompanying Options) 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 Prospectus. 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 Prospectus.

Qualifying Shareholders who wish to participate in the offer of the Shortfall by applying for Shares (and accompanying Options) above their Entitlement, should insert the number of additional Shares they wish to apply for in that section of the table in the 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 Moneys 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 (and accompanying Options) than the number applied for.

The Shortfall will be placed at the discretion of the Company, and the Company reserves the right to allot to an applicant a lesser number of the Shares (and accompanying Options) 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 (and accompanying Options) for which they apply. If a Qualifying Shareholder does not receive all or any of the additional Shares (and accompanying Options) 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 section 2.13 within 3 months of the Closing Date at an issue price of not less than the issue price under this Offer, being $0.01 per Share.

2.14 Purpose of the Issue

The purpose of this Rights Issue is to raise up to approximately $1,898,003 (before expenses of the Offer). The funds raised under this Rights Issue will be utilised in the manner set out in section 6.5 of this Prospectus.

2.15 Market prices of Existing Shares and Options on ASX

The highest and lowest market sale price of the Existing Shares during the 3 months immediately preceding the lodgement of this Prospectus with ASIC, and the last market sale price on the lodgement date of this Prospectus, are set out below.

	3-Month High	3-Month Low	Last Market Price
	(on 25/11/2014 &	(on 2/01/2015,	(on 23/02/15)
	27/11/2014)	3/01/2015, 6/01/2015,
		9/01/2015,
		10/01/2015,
		13/01/2015,
		16/01/2015,
		18/01/2015 ,
		19/01/2015)
Existing Shares	$0.015	$0.009	$0.012

The approximate VWAP of the Existing Shares for the three month period prior to the date of lodgement of this Prospectus at ASIC was $0.011372.

The above information was sourced from Etrade Australia. Etrade Australia has not consented to the use of the above trading data reference in this Prospectus.

The Company does not have any listed Options on issue.

2.16 Opening and Closing Dates

Subscription lists will open on 5 March 2015 and will remain open until 5.00pm WST on 19 March 2015. Subject to the requirements of the Corporations Act and the Listing Rules, the Company may either close this Rights Issue at an earlier time and date or extend the closing time and date without prior notice. Qualifying Shareholders are encouraged to submit their Applications as early as possible.

No New Shares or New Options will be issued under this Prospectus later than 13 months after the date of this Prospectus.

2.17 Indicative timetable

Refer to the "Summary of Offer" at the beginning of this Prospectus for an indicative Offer timetable.

2.18 Existing Shares

There are currently 759,201,038 Shares on issue in the Company. If this Rights Issue is fully subscribed, and assuming that none of the existing Options issued under the Company’s ESOP are converted to Shares before the Record Date, a total of approximately 949,001,298 Shares will be on issue in the Company at the conclusion of this Rights Issue.

2.19 Existing Options

There are currently 3,375,000 unlisted Options on issue in the Company. All of these Options were issued under the Company’s ESOP. Each Option entitles the holder to acquire 1 Share. The terms and conditions of these unlisted Options are set out in section 7.5 of this Prospectus.

There are currently no other listed Options on issue in the Company.

If this Rights Issue is fully subscribed, and assuming that none of the existing Options issued under the Company’s ESOP are converted to Shares before the Record Date, a further 189,800,260 Options will be on issue in the Company at the conclusion of this Rights Issue.

2.20 Existing Optionholders

Holders of the existing (unlisted) Options may participate in this Rights Issue by exercising any or all of their Options

prior to the Record Date.

All of the existing Options on issue in the Company are capable of being exercised. If all of the Options capable of exercise were exercised before the Record Date, an additional 3,375,000 Shares would then be issued. In addition, in the event that all of the Rights in respect of these additional Shares were subscribed for, an additional 843,750 New Shares (together with 843,750 accompanying New Options) would be issued under this Rights Issue, and a further $8,438 would be raised under this Rights Issue. However, given the current price of the Company's Shares and the prices at which the existing Options are exercisable, the Company does not expect any of the Optionholders to exercise their Options prior to the Record Date.

2.21 Effect on existing Shareholders and Optionholders

For the effect this Rights Issue will have on Shareholders’ and Optionholders’ existing interests, please see sections 6.3 and 6.4 of this Prospectus.

2.22 No commission payable on New Shares and New Options

No commission will be payable by the Company in connection with any New Shares and New Options which are issued under this Prospectus.

2.23 No valuation

No formal valuation has been completed of any of the assets, or the New Shares or New Options, of the Company.

2.24 Risk factors

In addition to the general risks applicable to all investments in listed companies, there are specific risks associated with an investment in the Company. Please see section 5 of this Prospectus for further information.

2.25 Acknowledgment and Privacy Statement

By accepting their Rights (either in whole or in part), each Qualifying Shareholder acknowledges that they have received and read this Prospectus.

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

The information included on an Acceptance Form is used for the purposes of processing the Acceptance Form and to administer the Qualifying Shareholder’s holding of Shares and Options. By submitting an Acceptance Form, each Qualifying Shareholder agrees that the Company may use the information provided by a Qualifying Shareholder on the Acceptance Form for the purposes set out in this privacy statement and may disclose it for those purposes to Advanced Share Registry Services and the Company’s related bodies corporate, agents and contractors and third party service providers, including mailing houses, professional advisers (eg auditors, lawyers and accountants), technology support providers and to ASX and other regulatory authorities.

The Corporations Act requires the Company to include information about each Shareholder (including name, address and details of the Shares and Options 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 compliance by the Company with legal and regulatory requirements.

Under the Privacy Act 1998 (Cth), Shareholders 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 you are paying by cheque or money order and you do not provide the information required on the Acceptance Form, the Company may not be able to accept or process your Acceptance Form.

2.26 Enquiries In Relation to this Issue

This Prospectus provides information for Qualifying Shareholders and should be read in its entirety. Enquiries concerning the Acceptance Form or about subscribing for New Shares and accompanying New Options under this Rights Issue should be directed to the Company by telephone on (+618) 9282 5889 or facsimile on (+618) 9282 5866.

If after reading this Prospectus or contacting the Company you have any questions about any aspect of an investment in the Company, please consult your stockbroker, accountant or independent financial advisor.

3. ACTION REQUIRED BY QUALIFYING SHAREHOLDERS

3.1 What you may do - choices available

If you are a Qualifying Shareholder, you may take any of the following actions:

take up all or part of your Rights (refer to section 3.2);
sell all of your Rights (refer to section 3.3);
take up part of your Rights and sell the balance of your Rights (refer to section 3.4);
transfer all or part of your Rights to another person other than on ASX (refer to section 3.5); or
do nothing (refer to section 3.6).
3.2 Taking up all or part of your Rights

If you are a Qualifying Shareholder and you wish to take up all or part of your Rights, you should:

read this Prospectus in full and decide whether to participate;
consider the risks associated with this Offer, as summarised in section 5, in light of your personal circumstances;
Either:
(1) pay the Application Moneys for the Rights you are taking up by BPay® by no later than 5.00 pm WST on 19 March 2015. Qualifying Shareholders who pay electronically (by BPay®), do not need to return the Acceptance Form, and 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 Acceptance Form. Qualifying Shareholders should be aware that their own financial institution may implement earlier cut-off times with regard to electronic payment, and they should therefore take this into consideration when making payment. It is the responsibility of Qualifying Shareholders to ensure that funds submitted through B-Pay® are received by 5:00pm WST on the Closing Date.

OR

(2) complete the personalised Acceptance Form accompanying this Prospectus in accordance with the instructions set out on that form and forward it, together with your cheque or money order for the Application Moneys for the Rights you are taking up, to reach one of the following addresses by no later than 5.00 pm WST on 19 March 2015:

By mail : Eden Energy Limited c/- Advanced Share Registry

PO Box 1156

NEDLANDS WA 6909

By delivery: Eden Energy Limited c/- Advanced Share Registry 110 Stirling Highway NEDLANDS WA 6009

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

If you are paying by cheque or money order, New Shares and accompanying New Options will only be issued

on receipt of an Acceptance Form which was issued together with this Prospectus. A completed and lodged Acceptance Form, together with payment for the number of New Shares accepted, cannot be withdrawn and constitutes a binding application for, and acceptance of, the number of New Shares specified in the Acceptance Form on the terms set out in this Prospectus. The Acceptance Form does not need to be signed to be binding.

Acceptance Forms which do not specify an Australian or New Zealand address for service (or which are accompanied by payment drawn on a foreign bank account) will be rejected and returned unless Qualifying Shareholders provide evidence which satisfies the Company that the issue of the New Shares will not contravene the laws of any other jurisdiction.

If the Acceptance Form is not completed correctly the Company may reject it or treat it as valid. The Company’s decision as to whether to reject the Acceptance Form or treat it as valid and how to construe, amend or complete it is final.

If the amount a Qualifying Shareholders pays 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 apply for more New Shares than their Entitlement, they will be deemed to have applied for their full Entitlement and for additional Shares under the offer of the Shortfall to the extent of the excess.

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

If you are a Qualifying Shareholder and you take up part of your Rights only and do not sell the balance of your Rights, the balance of your Rights will lapse.

3.3 Selling all of your Rights

If you are a Qualifying Shareholder and wish to sell all of your Rights on the ASX, you should contact your stockbroker as soon as possible. You must allow sufficient time for your instructions to your stockbroker to be carried out. Rights trading on ASX starts on 26 February 2015 and the sale of your Rights must be completed by close of trading on ASX on 12 March 2015 when rights trading ends.

Brokerage may be payable to your stockbroker in connection with the sale of your Entitlements on ASX.

Your stockbroker will act on your behalf. The Company accepts no responsibility for any failure by your stockbroker to carry out your instructions.

Persons who purchase Entitlements from Qualifying Shareholders (whether on ASX or otherwise) cannot use B-Pay® and your unique customer reference number to make payment of the Application Moneys due in respect of the Entitlements that the transferee wishes to take up. The transferee must pay the Application Moneys by cheque or money order.

Persons who purchase Entitlements on ASX and apply for New Shares will need to pay the amount applicable for the number of New Shares they have applied for and should follow the directions of their stockbroker.

3.4 Taking up part of your Rights and selling the balance of your Rights

If you are a Qualifying Shareholder and wish to take up part of your Rights and sell the balance of your Rights, you should contact your stockbroker as soon as possible. Your stockbroker will act on your behalf. The Company accepts no responsibility for any failure by your stockbroker to carry out your instructions.

You must allow sufficient time for your instructions to your stockbroker to be carried out. Rights trading on ASX starts on 26 February 2015 and the sale of your Rights must be effected by close of trade on 12 March 2015, when rights trading ends.

You must also ensure that your Acceptance Form, together with payment of the Application Moneys for the New Shares (and accompanying New Options) you wish to subscribe for (by one of the methods set out in section 3.2 of this Prospectus), reaches one of the following addresses by no later than 5.00 pm Perth time on 19 March 2015:

By mail : Eden Energy Limited c/- Advanced Share Registry PO Box 1156 NEDLANDS WA 6909 By delivery: Eden Energy Limited c/- Advanced Share Registry 110 Stirling Highway NEDLANDS WA 6009

3.5 Transferring all or part of your Rights to another person other than on ASX

If you are a Qualifying Shareholder and you wish to transfer all or part of your Rights to another person other than on ASX:

complete the Acceptance Form in accordance with the instructions in section 3.2 of this Prospectus;
complete a standard renunciation form (obtainable from your stockbroker or the Company's share registry) in favour of the transferee (the renunciation form must be signed by both the buyer and the seller); and
send or deliver the completed Acceptance Form, the renunciation form and payment (by cheque or money order or bank draft) for the New Shares to reach one of the following addresses by no later than 5.00 pm Perth time on 19 March 2015:

By mail : Eden Energy Limited c/- Advanced Share Registry PO Box 1156 NEDLANDS WA 6909 By delivery: Eden Energy Limited c/- Advanced Share Registry 110 Stirling Highway NEDLANDS WA 6009

Persons who purchase Entitlements from Qualifying Shareholders (whether on ASX or otherwise) cannot use B-Pay® and your unique customer reference number to make payment of the Application Moneys due in respect of the Entitlements that the transferee wishes to take up. Application Moneys to take up renounced Entitlements must be paid by cheque or money order.

If Advanced Share Registry receives both a completed renunciation form and a completed Acceptance Form in respect of the same Rights, the renunciation will be given effect in priority to the acceptance (unless the Company in its sole and absolute discretions decides otherwise).

If your Entitlements are held on the CHESS sub-register, and you want to make an off-market transfer of all or part of your Entitlement to another person (or you hold your Existing Shares on the Company's issuer sponsored sub-register but the transferee wishes their Entitlements to be held on the Company's CHESS sub-register), you will need to contact your stockbroker for further instructions. Advanced Share Registry cannot effect a transfer of Entitlements to or from a CHESS Holding.

3.6 Consequences of doing nothing – Rights not taken up

Any Rights not taken up by Qualifying Shareholders will lapse at the expiration of the Offer Period.

If you decide not to take up all or part of your Rights, you should consider selling the Rights which you have decided not to accept, rather than allow them to lapse. See sections 3.3, 3.4 or 3.5 of this Prospectus, as appropriate.

You will receive no benefit if you do not take up your Rights or sell your Rights. It is therefore important that you consider taking action either to take up your Rights or to sell your Rights in accordance with the above instructions and the instructions on the back of the Acceptance Form.

3.7 Overseas Shareholders

Shareholders with registered addresses outside Australia and New Zealand should refer to sections 2.6 and 2.7 of this Prospectus.

3.8 Effect on Shareholders

For the effect this Rights Issue will have on Shareholders’ existing interests, please see sections 6.3 and 6.4 of this Prospectus.

4. COMPANY OVERVIEW

4.1 Background

Eden was incorporated in Australia in May 2004 as a wholly owned subsidiary of Tasman Resources Ltd. Eden undertook an initial public offering pursuant to a prospectus in March 2006 and was admitted to the Official List of the ASX on 1 June 2006.

4.2 Directors

The current Directors of the Company are:
Gregory Howard Solomon, LLB (Executive Chairman)
Douglas Howard Solomon, B. Juris (Hons), LLB (Non-Executive Director)
Guy Touzeau Le Page, B.A., B.Sc. (Hons), M.B.A., FFIN, MAusIMM (Non-Executive Director)
Richard Jonathan Beresford FAICD FAIE (Non-Executive Director)

4.3 Projects

Nano-Carbon Project

Carbon nanotubes are nano sized tubes of carbon with a tensile strength of up to 200-300 times stronger than steel but a mass of only 17% that of steel. They are also extremely efficient conductors of heat and electricity.

Eden has developed an efficient, commercially competitive pyrolysis process to produce carbon nanotube (CNT) and carbon nano-fibres. Eden remains optimistic that it will develop suitable markets for the nano-carbon products that it can produce. Eden currently has established production capabilities at its subsidiary in Colorado that enable it to produce up to 40 tonnes of nano-carbon per year from a feedstock of natural gas (methane). This production capability can very easily be increased as demand requires.

Eden has been working at developing large scale bulk applications for the CNT that it can produce and has been making encouraging progress in the areas of concrete, plastics and polymers and conductive coatings and films.

Additionally, the only other major by-product from Eden’s pyrolysis process is hydrogen, the real cost of which will be dependent upon the value of the carbon produced. The quantity of hydrogen produced will be 25% (by weight) of the quantity of carbon produced.

This hydrogen can be used either re-mixed with natural gas to create Hythane™ to fuel the pyrolysis reactor or applied for other similar purposes, or captured and fed into the various hydrogen/Hythane™ applications that Eden has been developing, to try and accelerate the commercial rollout of these hydrogen applications based on the relatively low cost hydrogen. The current cost of hydrogen is one of the major limiting factors holding back a broader rollout of hydrogen and Hythane™. Encouragingly, the hydrogen produced using the Eden pyrolysis process will generate only a relatively very small amount of greenhouse gas as a by-product compared with most other currently available methods of hydrogen production, and in consequence it is projected that the hydrogen is likely to be both commercially competitive and environmentally preferable.

Below is a summary of current progress being made on Eden’s CNT projects:

CNT Enriched Concrete and Cement Projects in USA

Preliminary trials conducted by Eden with cement paste infused with a CNT enriched admixture have produced an increase in compressive strength of up to 27% and in tensile strength of up to 14% with the addition of approximately 0.5 wt. % of carbon nanotubes (compared to cement). Ongoing US trials to extend the shelf life of this CNT enriched admixture have been successful in maintaining a stable concentration of CNT in the admixture for 3 months. These on-going trials will continue for the next 3-6 months to determine the realistic shelf life of the CNT enriched admixture.
US field trials by a Colorado based concrete manufacturer on CNT-enriched concrete have commenced in February 2015 to test for increased compressive strength, tensile strength, decreased permeability and greater resistance to corrosion of steel re-enforcing, and general workability and are anticipated to take approximately 3 months for the initial tests and a longer period for the permeability and corrosion testing. If

these trials are successful it is hoped that initial commercial sales of Eden’s CNT enriched admixture will be generated as a result.

CNT Enriched Concrete and Cement Projects in Australia

A major global cement and concrete manufacturer commenced in February 2015 laboratory trials in Australia of Eden’s CNT enriched admixture in concrete and these trials are likely to take approximately 3 months.
Eden and Monash University lodged a collaborative Australian Research Council (“ARC”) grant application, which if successful will assist in funding research into high strength CNT enriched concrete requiring little or even no reinforcing steel. It is likely that a decision on the ARC Grant application will be made later in the second quarter of 2015.

CNT Enriched Polymers and Plastics Project in Australia

The CNT enriched polymer and plastics project with the University of Queensland (“UQ”) that is being headed by a well-qualified post-doctoral candidate from the US and which is partly funded by an ARC grant, commenced in 2014. This project is aiming to develop reinforced polymer composites for potential automotive and aerospace applications. UQ was awarded a $255,000 grant by the Australian Research Council to partially fund this project. This collaboration project follows earlier preliminary encouraging results from the addition of Eden’s carbon nanotubes into polypropylene.

CNT Enriched Polymers and Plastics Project in India

An Indian company has undertaken preliminary trials using Eden’s nanotubes in polymer coatings, polymer composites, anti-corrosive coatings and antifouling coatings with encouraging results. Follow–up discussions are now taking place.

Optiblend™ Project

Eden has developed an efficient dual fuel system that is capable of operating on diesel engines and displacing up to 70% of the diesel fuel with natural gas. If Hythane™ fuel (hydrogen enriched natural gas) is used in place of natural gas, the displacement of diesel fuel could be as high as 80%. The use of the natural gas will greatly reduce greenhouse gas emissions and, in places where natural gas is cheaper than diesel, will also reduce fuel costs. It has significant market potential particularly in the diesel powered generator set (“genset”) market.

After more than doubling the value of US sales for OptiBlend™ for calendar year 2014 over the previous year to over US$2.22 million, Hythane Company believed that this product had a strong outlook for further growth in calendar year 2015. However, the significant slowdown in oil and gas drilling as a result of the recent significant drop in the international oil price and the current oversupply, sales of OptiBlend™ units in US have slowed significantly since mid- January 2015. However, the anticipated slower growth in the oil and gas markets is hoped to be supplemented by demand from prime power markets such as agriculture (for uses such as powering irrigation pumps) and industrial plants, with additional requirements in backup power for hospitals and data centres. Additionally, expansion in suitable overseas markets is also being targeted. However, there is no certainty what number of sales will be achieved whilst the current conditions prevail.

UK Gas Project

Eden owns, through its wholly owned UK subsidiary, 50% joint venture interests in 13 Petroleum and Development Licences (PEDLs) in England and South Wales (“Eden’s UK Licence Interests”). During 2014, four other PEDLs (one in South Wales and the other three in Bristol/Somerset and Kent) in which Eden’s subsidiary held an interest, were surrendered due to both environmental and social reasons and the likelihood that the terms of these four licences would not have been extended by DECC at 30 June 2014, the expiry date of the first term of each of these licences.

For the past 18 months Eden has been endeavouring to firstly sell these interests, and more recently merge its current UK gas interests with its UK joint venture partner, but to date this process has not been successful, and two conditional contracts previously entered into have not been completed due to failure of the conditions to be satisfied. Negotiations in relation to some other form of agreement are still on-going.

The UK gas exploration industry is currently experiencing significant opposition from opponents of hydraulic fracturing (“fracking”), and this is creating market uncertainty and making it far more difficult to secure investors, and as a result the prospects of a successful outcome on this project are unclear.

5. RISK FACTORS

There are a number of risk factors, both specific to the Company and of a general nature, which may affect the financial position, financial performance, cash flows, ability to pay dividends and growth prospects of the Company and the outcome of an investment in the Company. These risks are both specific to the Company and generally relate to an investment in the stock market. There can be no guarantee that the Company will achieve its stated objectives, or that forward looking statements will be realised.

5.1 Working capital

Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses. Subject to 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, and the terms of any sale, or joint venture which may be entered into in relation to its UK gas assets, the Company may not be able to achieve financial selfsufficiency prior to this capital being exhausted and it may therefore have to raise further capital or borrow funds prior to this capital being exhausted. 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.

5.2 Risks associated with the commercialisation of new technologies

There is no guarantee that the Company's commercialisation of Hythane™, OptiBlend™ or its pyrolysis technology or proposed commercialisation of any other new technologies will be successful. Commercialisation may be impeded by, for example, adverse market conditions, unforeseen technical or environmental issues or the failure of patent applications to be granted. In addition, commercialisation may be impeded due to competition from competing technologies or products. Further, the Company may not be able to establish a market for the sale of its products (eg, carbon and hydrogen) which is of a sufficient size for it to achieve financial self-sufficiency.

5.3 Commodity price volatility and exchange rate risks

The revenue the Company will derive through the sale of commodities, including hydrogen, carbon and, if the Company achieves success in its exploration activities which results in a commercially viable deposit being discovered, methane or gas from its tenements, exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company, including supply and demand fluctuations for those commodities, technological advancements, forward selling activities and other micro and macro economic factors. International prices of various commodities are largely denominated in United States dollars. As the Company is based in Australia, it will therefore be exposed to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar.

5.4 Exploration success

The gas projects in which the Company has an interest summarised in this Prospectus are at various stages of exploration (for the most part they are largely unexplored). Gas exploration and development are high risk undertakings. There can be no assurance that exploration of the project areas described in this Prospectus, or any other licences or projects that may be acquired by the Company in the future, will result in the discovery of an economic methane or gas deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be commercially exploited.

5.5 Title risks

The interests which the Company holds in exploration projects are governed by legislation. Each interest is for a specific term and carries with it annual expenditure or work and/or reporting conditions as well as other conditions requiring compliance. These conditions include the requirement for compulsory reduction in the area held under the interest from time to time. The Company could also lose an interest it holds if it, or any of its joint venture parties, does not meet attaching conditions or if insufficient funds are available to meet expenditure or work commitments. Five of the Company’s Petroleum and Development Licences (PEDLs) are due to expire on 30

June 2015. The loss of interests or the inability to renew the existing PEDLs or to obtain new interests may have a material adverse effect on the Company’s financial position, financial performance, cash flows, growth prospects, ability to pay dividends and Share price.

5.6 Environmental risks

There are risks associated with the Company's ability to obtain planning approvals to conduct gas exploration of its UK gas projects. There is a high level of public and government concern in the UK over possible environmental problems that could be caused by the recovery of either coal seam gas or shale gas through fracking. As a result, there is no guarantee that the Company will be able to carry on any exploration of its UK gas PEDLs or that the PEDLs will be renewed upon expiration. Although the Company is not aware of any endangered species of fauna or flora within its gas and petroleum exploration areas, no definitive study has been carried out over the area, and if any were discovered this could prevent exploration occurring.

In relation to the carbon production project, whilst the Company has endeavoured to comply with all present and proposed laws and standards, Environmental Protection Authority approval in the US will be required before commercial sales of more than 10 tons of carbon can occur. Whilst it is anticipated that the Company will be able to comply with the necessary standards, there is no certainty that such approval will be obtained.

5.7 Operating risks

The operations of the Company may be affected by various factors including failure to locate or identify methane or gas deposits, failure to achieve predicted resources in exploration and production, operational and technical difficulties encountered in exploration and production and commercialisation of its technologies, difficulties in obtaining planning and environmental approvals, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, inadequate water supplies, unanticipated problems which may affect extraction costs, inability to obtain satisfactory joint venture partners, adverse weather conditions, industrial and environmental accidents, industrial disputes, unexpected shortages and increases in the cost of consumables, spare parts, plant and equipment. No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its tenement interests and/or commercialisation of its technologies. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

5.8 Joint Ventures

The Company (or its subsidiaries) are a party to a number of joint ventures. It is also possible that the Company may in the future enter into joint ventures with other third parties. Any future disputes or potential conflict with any such joint venture parties could have a material adverse effect on the Company’s financial position, financial performance, cash flows, growth prospects, ability to pay dividends and Share price.

5.9 No formal valuation of Shares, Options or tenements

No formal valuations of any of the Shares or Options, or any of the assets in which the Company has an interest, have been carried out.

5.10 Share market conditions

The price of the Shares and Options will be influenced by international and domestic factors affecting market conditions in equity, financial and commodity markets. These factors may affect the share price for all listed companies, and the price of the New Shares and New Options may fall or rise, and the price of the New Shares may trade below or above the issue price of $0.01.

5.11 Illiquidity

As it is not a condition of this Offer that the New Options be admitted to Quotation on the ASX, there may be no established market for trading the New Options.

5.12 General investment risks

In addition, there is a risk that the price of the Shares and returns to Shareholders may be affected by changes in many general factors including local and world economic conditions and outlook, general movements in local and international stock markets, investor sentiment, interest rates, the rate of inflation, exchange rates, levels of tax, taxation law and accounting practice, government legislation or intervention, inflation or inflationary expectations, natural disasters, social disorder or war in Australia or overseas, international hostilities and acts of terrorism, as well as many other factors which are beyond the control of the Company.

5.13 Other risks

The above list of risk factors is not exhaustive of the risks faced by the Company and its Shareholders and investors. The above risks, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the New Shares and accompanying New Options offered under this Prospectus. Therefore, no assurances or guarantees of future profitability, distributions, payment of dividends, return of capital or performance of the Company or its Securities can be, or is, provided by the Company.

Before deciding to invest in the Company, potential investors should read this Prospectus in its entirety and, in particular, should consider the risk factors that could affect the financial performance of the Company. Qualifying Shareholders should carefully consider these factors in light of their personal circumstances and should consult their professional advisers (for example, their accountant, stockbroker, lawyer or other professional adviser) before deciding whether to invest.

Neither the Company nor its officers, employees, agents and advisers guarantee that any specific objectives of the Company will be achieved or that any particular performance of the Shares and Options, including the New Shares and New Options offered under this Prospectus, will be achieved.

6. EFFECT OF THE ISSUE

6.1 Introduction

Assuming this Rights Issue is fully subscribed, the gross proceeds that will be raised by the Company under this Rights Issue (before expenses of the Offer) will amount to approximately $1,898,003 (on the assumption that none of the current Options issued under the Company’s ESOP are converted to Shares prior to the Record Date).

6.2 Pro-forma capital structure on completion of the Rights Issue

The pro-forma capital structure of the Company is set out below and reflects the issued and paid up capital structure of the Company assuming this Rights Issue is fully subscribed (and assuming that none of the existing Options are converted to Shares prior to the Record Date or before completion of this Rights Issue).

Capital Structure

		Capital Structure
	Shares	Percentage	Options	Percentage
Existing Shares and Options	759,201,038	80.00%	3,375,000	1.75%
Maximum number of New Shares and New Options(estimated)	189,800,260	20.00%	189,800,260	98.25%
Total Shares and Options upon completion of the Issue (estimated)	949,001,298	100.00%	193,175,260	100.00%

On the assumptions set out above, a total of up to approximately 189,800,260 New Shares and up to approximately 189,800,260 New Options will be issued by the Company upon the successful completion of this Rights Issue. The maximum number of New Shares and New Options which may be issued under this Rights Issue cannot be calculated precisely until Rights have been determined following the Record Date because of the rounding up of fractional Entitlements.

6.3 Effect on Existing Shareholders and Optionholders

Qualifying Shareholders who hold Shares and who take up their Rights in full will not have their proportionate interest in the Company diluted by this Rights Issue. The proportionate interest of a Qualifying Shareholder who takes up their Entitlement in full and purchases (and takes up) any additional Rights and/or applies for (and is issued) additional Shares forming part of the Shortfall will increase.

Qualifying Shareholders who do not exercise their Rights in full, or who sell any part of their Rights, will have their interest in the Company diluted.

Non-Qualifying Foreign Shareholders will have their interest in the Company diluted.

Existing Optionholders who do not exercise all or any of their Options before the Record Date will not be entitled to participate in this Rights Issue with respect to those Options (and, if those Options are subsequently exercised, the interest which the Shares issued consequent upon the exercise of the Options will confer in the Company will have been diluted by this Rights Issue).

6.4 Impact on Control

The New Shares will represent up to 20% of the expanded issued share capital upon completion of the Rights Issue (depending on the level of take up of the Rights).

The Company’s largest Shareholder, Noble Energy Pty Ltd (a wholly owned subsidiary of Tasman Resources Ltd (ASX code: TAS)), has indicated to the Company that it intends to take up its Entitlement in full by way of subscription of further funds and conversion of existing debt (but does not intend to take up any of the Shortfall).

The following table summarises the potential increase in Noble Energy Pty Ltd’s shareholding in the Company.

	Noble Energy Pty Ltd	% of total shares on issue (current and maximum)	% of total options on issue (current and maximum)
Existing Shares held	349,321,142	46.0117%
Maximum Shares held on completion of this Rights Issue (estimated)*	436,651,428	51.5812**
Existing Options held	Nil		Nil
Maximum Options held on completion of this Rights Issue (estimated)*	87,330,286*	56.1091%***	96.2792%**

*On the assumption that Noble Energy Pty Ltd takes up its Rights in full.

**On the assumption that Noble Energy Pty Ltd is the only Qualifying Shareholder to take up its Rights under this Rights Issue

***On the assumption that Noble Energy Pty Ltd is the only Qualifying Shareholder to take up its Rights under this Rights Issue and exercises all of the New Options it acquires under this Rights Issue.

Noble Energy Pty Ltd does not have any present intention to change the Company’s main activities, business or directors.

6.5 Purpose of this Rights Issue and use of funds raised under this Rights Issue

The gross proceeds to be raised by the Company under this Offer (ie before expenses of the Offer) will be up to approximately $1,898,003 (on the assumption that none of the existing Options issued under the Company’s ESOP are converted to Shares prior to the Record Date and this Offer is fully subscribed).

The funds raised under this Rights Issue are to:

(a) Firstly, fund the costs of the Offer;
(b) Secondly, repay outstanding financial indebtedness of the Company; and
(c) Thirdly, for general working capital purposes to fund the on-going operations of the Company.

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

Based on the information available to it, and its current plans and budgets, and provided this Rights Issue is fully subscribed, the Directors believe that the Company 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.

Whilst there is no minimum subscription to this Offer, Noble Energy Pty Ltd and 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, have all indicated to the Company that they intend to take up their Entitlement in full. Even if these are the only Qualifying Shareholders who take up their Entitlement (which will raise approximately $934,209 under this Offer), the directors will continue to expend the funds raised in the manner set out above, although expenditure will necessarily be more limited in extent and the Company may need access to further funding earlier that noted above.

6.6 Effect on the Company's financial position

Upon the successful completion of this Rights Issue and assuming this Rights Issue is fully subscribed, the Company's cash reserves will increase by approximately $1,898,003, minus Offer expenses.

Set out below for illustrative purposes are the historical consolidated balance sheet as at 30 June 2014 and an unaudited pro forma consolidated balance sheet as at 30 June 2014 after the Rights Issue. The pro forma consolidated balance sheet has been prepared on the basis of the accounting policies normally adopted by the Company and having regard to the basis and assumptions set out below.

ASSETS CURRENT ASSETS Cash and cash equivalents Inventories Other assets Trade and other receivables Assets held for sale TOTAL CURRENT ASSETS NON-CURRENT ASSETS Intangibles Property, plant and equipment TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Interest bearing liabilities Provisions TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY	Unaudited 31 December 2014 $ Adjustments $ Unaudited Proforma 31 December 2014 $ 356,913 1,898,003 2,254,916 115,974 115,974 529,433 529,433 13,862 13,862 4,085,521 4,085,521 5,101,703 6,999,706 184,759 184,759 1,494,645 1,494,645 1,679,404 1,679,404 6,781,107 8,679,110 1,042,208 48,297 1,090,505 550,000 550,000 124,724 124,724 1,716,932 1,765,229 1,716,932 1,765,229 5,064,175 6,913,881 53,584,609 1,849,706 55,434,315 2,515,901 2,515,901 (51,036,335) -51,036,335 5,064,175 6,913,881	Unaudited 31 December 2014 $ Adjustments $ Unaudited Proforma 31 December 2014 $ 356,913 1,898,003 2,254,916 115,974 115,974 529,433 529,433 13,862 13,862 4,085,521 4,085,521 5,101,703 6,999,706 184,759 184,759 1,494,645 1,494,645 1,679,404 1,679,404 6,781,107 8,679,110 1,042,208 48,297 1,090,505 550,000 550,000 124,724 124,724 1,716,932 1,765,229 1,716,932 1,765,229 5,064,175 6,913,881 53,584,609 1,849,706 55,434,315 2,515,901 2,515,901 (51,036,335) -51,036,335 5,064,175 6,913,881
		6,913,881

Assumptions:

The rights issue is fully subscribed raising $1,898,003.
The costs of the offer total $48,297.

The unaudited pro forma consolidated balance sheet set out above has been prepared on the basis and assumption that there has been and will be no material movements in the assets and liabilities of the consolidated entity between 1 January 2015 and the Closing Date other than:

the issue of approximately 189,800,260 New Shares and 189,800,260 New Options under this Prospectus raising $1,898,003 before expenses of the Offer and on the assumption that this Rights Issue is fully subscribed; and
payment of estimated expenses of the Offer of $48,297 is included in "Trade and Other Payables" and to be paid, net of GST.

7. ADDITIONAL INFORMATION

7.1 Nature of this Prospectus

This Prospectus is issued under the special prospectus content rules for continuously quoted securities in section 713 of the Corporations Act. That section enables listed disclosing entities to issue a prospectus with less rigorous disclosure requirements if:

the securities offered by the prospectus are in a class of securities that have been quoted enhanced disclosure securities at all times in the 3 months before the date of the prospectus or are options to acquire such securities; and
the company is not subject to certain exemptions or declarations prescribed by the Corporations Act during the period during which the securities have been quoted or the 12 months before the date of the prospectus (whichever is the shorter period).

Securities are quoted enhanced disclosure securities if:

the company is included in the official list of ASX; and
the Listing Rules apply to those securities.

The information in this Prospectus principally concerns the terms and conditions of this Rights Issue and the information necessary to make an informed assessment of:

the effect of this Rights Issue on the Company; and
the rights and liabilities attaching to the New Shares and New Options offered under this Prospectus.

The Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX. This Prospectus 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 was not already listed on a stock exchange. Qualifying Shareholders should therefore also have regard to the other publicly available information in relation to the Company before making a decision whether or not to subscribe for New Shares and accompanying New Options.

7.2 Regular reporting and disclosure obligations

The Company is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under the Corporations Act and the Listing Rules.

These obligations require the Company to notify ASX of information about specified events and matters as they arise for the purposes of ASX making that information available to the stock market conducted by ASX. In particular, the Company has an obligation under the Listing Rules (subject to certain limited exceptions) to notify ASX immediately of any information of which it becomes aware concerning the Company which a reasonable person would expect to have a material effect on the price or value of securities in the Company. The Company is required to lodge with ASX quarterly reports which include details about its production, development and exploration activities.

As the Company has been listed on ASX since June 2006, a large amount of information concerning the Company has previously been notified to ASX and is therefore publicly available. All announcements made by the Company are available from ASX.

The Company is also required to prepare and lodge with ASIC both yearly and half yearly financial statements accompanied by a Directors’ statement and report and an auditors report. Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office.

A summary of the Company’s current and recent activities, transactions and projects and the financial performance and position of the Company is set out in the quarterly activities statement lodged with ASX on 14 January 2015 and subsequent ASX releases.

7.3 Right to obtain copies of Company documents

Under section 713(4) of the Corporations Act, any person has the right to obtain from the Company, free of charge, a copy of any of the following documents during the Offer Period:

the Company's annual financial report for the year ended 30 June 2014 as lodged with ASIC;
any continuous disclosure notices given by the Company after lodgement of the annual financial report for the year ended 30 June 2014 (i.e. on 26 September 2014) and before lodgement of this Prospectus with ASIC (i.e. on 23 February 2015). Headlines for such notices are as follows:

Date	Headline
23 February 2015	First Australian Tests of EdenCrete
23 February 2015	First Field Trial of EdenCrete commences in USA
20 February 2015	Pro-rata Renounceable Rights Issue
28 January 2015	Second Quarter Cashflow Report
14 January 2015	Second Quarter Activities Report
10 December 2014	Conditions Precedent to Eden and UKOG Merger not satisfied
12 November 2014	Eden and UKOG agree to extend merger completion date
11 November 2014	Presentation to the Concrete Institute of Australia
4 November 2014	Results of Meeting
4 November 2014	AGM Presentation
30 October 2014	First Quarter Cashflow Report
23 October 2014	Eden wins National Contracting Industry Environment Award
7 October 2014	First Quarter Activities Report
3 October 2014	Notice of Annual General Meeting/Proxy Form
1 October 2014	Eden executes formal Merger Agreement with UKOG

These documents can also be viewed and downloaded from ASX's website www.asx.com.au under ASX Code: EDE.

7.4 Constitution and rights and liabilities attaching to Shares

Full details of the rights and liabilities attaching to Shares are set out in the Company’s constitution, a copy of which can be inspected, free of charge, at the Company’s registered office during normal business hours.

The following is a broad summary of the rights, privileges and restrictions attaching to all Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders.

All Shares issued pursuant to this Prospectus will, from the time they are issued, rank equally with all of the Company’s Existing Shares.

Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares (at present there are none), at meetings of Shareholders of the Company:

(a) each Shareholder entitled to attend and 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 (save that where a Shareholder has appointed more than one person as proxy, attorney or representative, none of the proxies, attorneys or representatives, is entitled to vote, and where a Shareholder is present in more than one capacity, that Shareholder is entitled only to one vote); and
(c) on a poll, every person present who is a Shareholder shall, in respect of each Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid shares, shall have such number of votes as bears the same proportion of the amount paid up or agreed to be considered as paid up on the total issue price of that Share at the time the poll is taken bears to the total issue price of the Share.

Rights on winding up

Subject to the rights of holders of shares with special rights in a winding up (at present there are none) and the constitution of the Company, on a winding up of the Company all assets that may be legally distributed among members will be distributed in proportion to the number of Shares held by them (and a partly paid share is counted as a fraction of a Share equal to the amount paid on it, divided by the total issue price of the Share).

Transfer of shares

Subject to the constitution of the Company, the Corporations Act, the Listing Rules and any other laws, Shares are freely transferable.

Future increases in capital

The allotment and issue of any Shares is under the control of the Board. Subject to the requirements of the Listing Rules, the constitution of the Company and the Corporations Act, the Directors may allot or otherwise dispose of Shares on such terms and conditions as they see fit.

Variation of rights

Under 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 of the Company is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of the issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the sanction of a special resolution of the Company and 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.

Dividend rights

Subject to the rights of holders of shares issued with special, preferential or qualified rights (at present there are none), the profits of the Company that the Directors determine to distribute by way of dividend are divisible among the holders of Shares and is payable on each Share on the basis of the proportion which the amount paid is of the total amounts paid, agreed to be considered to be paid or payable on the Share. A dividend may be declared at a rate per annum in respect of a specified period but no amount paid on a Share in advance of calls is to be treated as paid on that Share.

7.5 Rights and liabilities attaching to New Options

The New Options will be issued on the following terms and conditions.

(1) The Options are exercisable at any time prior to 5.00pm WST 30 September 2018 ("the Time of Expiry"). Options not exercised on or before the Time of Expiry will automatically lapse.

(2) The Options may be exercised wholly or in part by completing a notice of exercise of options substantially in the form attached to the option certificate ("Notice of Exercise") to be delivered to the Company's registered office and received by it any time prior to the Time of Expiry.
(3) The Options entitle the holder to subscribe (in respect of each Option held) for one Share at an exercise price per Option of $0.03.
(4) 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. If at the date of exercise of the Options the Shares of the Company are quoted on the ASX, the Company will apply to ASX to have the Shares so issued granted Quotation.
(5) A summary of the terms and conditions of the Options including the Notice of Exercise will be sent to all holders of Options when they are issued.
(6) 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 such notice is received.
(7) 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 10 business days before the Record Date (as defined in the Listing Rules) (to determine entitlements to the issue), to exercise Options.
(8) 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 reorganisation.
(9) The Options may be transferred at any time prior to the Time of Expiry.
(10) Shares issued pursuant to the exercise of an Option will be issued not more than 14 days after the Notice of Exercise.

The New Options will not be admitted to Quotation on the ASX unless the circumstances set out in section 2.9 of this Prospectus apply (which may not happen).

The Company currently has on issue 3,375,000 unlisted Options. All of these Options were issued under the Company’s ESOP. The Company has adopted the ESOP as an incentive to employees of the Company or its associated bodies corporate. The expiry date and exercise price of the ESOP Options is as follows:

Existing Options

	Existing Options
Number	Exercise Price Per Option	Expiry Date
3,375,000	$0.025	20/11/2015

7.6 Interests of Directors

Other than as set out below or as set out elsewhere in this Prospectus, no Director has, or had within two years before lodgement of this Prospectus with the ASIC, any interest in:

(a) the promotion or formation of the Company;

(b) property acquired or proposed to be acquired by the Company in connection with its promotion or formation or the offer of New Shares and New Options under this Prospectus; or
(c) the offer of New Shares and New Options under this Prospectus,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any Director other than as set out below:

(a) to induce them to become, or to qualify them, as a Director; or
(b) for services rendered by them in connection with the formation or promotion of the Company or the offer of New Shares and New Options under this Prospectus.

7.6.1 Shareholdings of Directors

As at the date of this Prospectus three of the directors (either personally, or through associated companies or trusts) hold Shares and Options in the Company. These three Directors are Qualifying Shareholders and will receive Rights to subscribe for New Shares (and accompanying New Options) pursuant to this Rights Issue.

The relevant interest of each of the Directors in the Shares and Options of the Company as at the date of this Prospectus, and assuming they take up their Rights (if any) in full by applying for all of the New Shares (and accompanying New Options) to which they are entitled under this Rights Issue, is as follows:

	G Le Page G Solomon D Solomon R Beresford	G Le Page G Solomon D Solomon R Beresford	G Le Page G Solomon D Solomon R Beresford	G Le Page G Solomon D Solomon R Beresford
Shares held New Shares offered under this Rights Issue (estimated)	Nil Nil	13,303,303 3,325,826	11,059,300 2,764,825	2,800,000 700,000
Maximum Shares held on completion of this Rights Issue (estimated)	Nil	16,629,129	13,824,125	3,500,000
Existing Options held	Nil	Nil	Nil	Nil
New Options offered under this Rights Issue (estimated)	Nil	3,325,826	2,764,825	700,000

Nothing in this Prospectus will be taken to preclude any of the Directors, officers or employees of the Company or any of their subsidiary companies from applying for New Shares and accompanying New Options on the terms which are offered pursuant to this Prospectus.

Gregory Howard Solomon and Douglas Howard Solomon, and companies which are associated with them, namely Arkenstone Pty Ltd and March Bells Pty Ltd respectively, have all indicated to the Company that they intend to take up their Entitlement in full but that they do not intend to apply for any of the Shortfall. At present, Richard Beresford does not intend to take up his Entitlement.

Some of the Directors also hold a relevant interest in shares of Tasman Resources (which, as at the date of this Prospectus, holds, through its wholly-owned subsidiary Noble Energy Pty Ltd, 349,321,142 (46%) of the Shares of the Company), as follows:

Director	Shares Held	Options Held
Gregory Solomon	31,165,475	Nil
DouglasSolomon	30,659,960	Nil
GuyLe Page	1,784,821	Nil
Richard Beresford	Nil	Nil

As noted earlier, Noble Energy Pty Ltd has indicated that it intends to take up its Entitlement (of 87,330,286 New Shares and 87,330,286 accompanying New Options) under this Offer in full.

Nothing in this Prospectus will be taken to preclude any of the Directors, officers or employees of the Company or Tasman Resources or any of their subsidiary companies from applying for New Shares and accompanying New Options on the terms which are offered pursuant to this Prospectus.

7.6.2 Directors' remuneration

Non-executive directors’ fees not exceeding an aggregate of $156,000.00 per annum have been approved by the Company in general meeting. Levels of these fees may be varied by the Company in general meeting according to its constitution at any time. The Company is currently paying non-executive directors' fees of $36,000.00 per annum plus superannuation for each non-executive director.

The remuneration of any executive director will be fixed by the Directors and may be paid by way of fixed salary or based on agreed hourly rates according to time spent, up to an agreed maximum amount. At the date of this Prospectus, the Company has resolved to pay to Gregory Solomon an annual fee of $172,500 plus superannuation for acting as executive chairman.

7.6.3 Directors’ and officers’ indemnity

In accordance with the Company's constitution and to the extent permitted by law, the Company must indemnify each Director and other officers of the Company out of the assets of the Company against any liability incurred by them in or arising out of the conduct of the business of the Company or in or arising out of the discharge of the duties of the officer, unless the liability was incurred by the officer through his or her own dishonesty, negligence, lack of good faith or breach of duty.

7.6.4 Other Interests of Directors

Gregory Solomon and Douglas Solomon are partners in the legal firm Solomon Brothers that will receive legal fees of approximately $15,000 (plus disbursements, plus GST) for services performed in relation to the preparation of this Prospectus. Please see section 7.7 of this Prospectus for further details of the legal fees which have been paid to Solomon Brothers in the 2 year period prior to the date of this Prospectus.

Further, the Company has engaged the services of Princebrook Pty Ltd, a company of which Gregory Solomon and Douglas Solomon are shareholders and directors, to provide all office, accommodation, use of office equipment, accounting, secretarial and management services to the Company at a current cost of $15,450.00 per month plus GST plus an administration fee of 5% plus GST. The term of this contract commenced on 1 January 2015 and continues until terminated by either party giving three months’ notice of termination to the other, which notice may be given at any time (or until terminated consequent upon the other party’s default).

Guy Le Page is also a director of and beneficial shareholder in RM Corporate Finance Pty Ltd, an Australian Financial Services Licensee, which has been appointed to act as nominee and will be paid by the Company brokerage of 1.5% on the total gross value of all Rights sold or $500.00 plus GST, whichever is greater.

7.7 Interests of named persons

Other than as set out below or elsewhere in this Prospectus, no 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, promoter or stockbroker to the Company has, or had within two years before lodgement of this Prospectus with 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 its formation or promotion or in connection with the offer of New Shares and New Options under this Prospectus; or
(c) the offer of New Shares and New Options under this Prospectus,

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 those persons for services rendered by them in connection with the formation or promotion of the Company or the offer of New Shares and New Options under this Prospectus.

Solomon Brothers, a legal firm of which Gregory Solomon and Douglas Solomon are partners, will receive professional fees of approximately $15,000 (plus disbursements, plus GST) for legal work undertaken by them in connection with this Prospectus and for work performed in relation to the due diligence process. In addition, Solomon Brothers have rendered legal fees on account of professional services provided to the Company of approximately $105,000 (excluding disbursements and GST) for the two-year period ending 31 December 2014 and approximately a further $7,600 (excluding disbursements and GST) in the period 1 January 2015 to date.

7.8 Consents

The following persons have consented to being named in the Prospectus but have not made any statements that are included in the Prospectus or statements identified in this Prospectus as being based on any statements made by those persons and take no responsibility for any part of the Prospectus other than their consent to be named in the Prospectus, and have not withdrawn their consent before the lodgement of this Prospectus with ASIC:

(1) Solomon Brothers as solicitors to the Company;
(2) Advanced Share Registry Services as Share Registry; and

(3) RM Corporate Finance Pty Ltd as the Company’s nominee to arrange for the sale of Rights that would have been given to the Non-Qualifying Foreign Shareholders.

7.9 Expenses of the Issue

It is estimated that approximately $48,297 will be payable by the Company in respect of legal, printing, postage and other costs arising from this Prospectus and this Rights Issue if the Offer is fully subscribed (excluding GST), as follows:

ASIC prospectus lodgment fee ASX quotation fee Legal fees and expenses Other expenses (including printing) Total	$2,290 $16,007 $15,000 $15,000 $48,297

7.10 Dividends

The Board is not able to indicate when and if dividends will be paid in the future, as payment of any dividend will depend on the future profitability, financial position and cash requirements of the Company.

7.11 Australian and New Zealand taxation implications

The acquisition and disposal of New Shares and New Options in the Company will have tax consequences in both Australia and New Zealand that will differ depending upon the individual financial affairs of each Qualifying Shareholder. The Directors consider that it is not appropriate to give Qualifying Shareholders advice regarding the taxation consequences of subscribing for New Shares and New Options under this Prospectus. All Qualifying Shareholders applying for New Shares and New Options are therefore first urged to obtain independent financial advice about the consequences of acquiring the New Shares and New Options from a taxation viewpoint and generally. Qualifying Shareholders should consult their own professional tax advisers in connection with subscribing for New Shares and New Options under this Prospectus.

7.12 Litigation

The Company is not currently engaged in any litigation or arbitration proceedings, nor, so far as the Directors are aware, are any such proceedings pending or threatened against the Company.

8. GLOSSARY NAMES AND TERMS

Applicant means a person who submits an Application;

Application means a valid application to subscribe for New Shares and accompanying New Options;

Acceptance Form means the personalised entitlement and acceptance form attached to and forming part of this Prospectus.

Application Moneys means the sum of $0.01 per New Share payable on submission of an Application pursuant to this Prospectus;

ASIC means Australian Securities and Investments Commission;

ASX means ASX Limited (A.C.N 008 624 691) or the Australian Securities Exchange, as the context requires;

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

Business Day means a day other than a Saturday or Sunday on which banks are open for business in Perth, Western Australia;

Closing Date means the date on which the Offer closes;

Company means Eden;

Corporations Act and Act means the Corporations Act 2001 (Cth);

Directors means the directors of the Company from time to time;

Dollars or $ means Australian dollars unless otherwise stated;

Eden and Eden Energy means Eden Energy Limited A.C.N 109 200 900;

Entitlement means a Qualifying Shareholder’s entitlement to subscribe for New Shares (and accompanying New Options) under the Offer;

ESOP means the Company’s Employee Share Option Scheme;

Existing Shares means Shares on issue in the Company as at the Record Date;

Glossary means this glossary;

Issue means the issue of New Shares and New Options pursuant to this Prospectus;

Listing Rules means the Listing Rules of ASX;

New Option means an Option to subscribe for 1 Share in the Company at $0.03 on or before 30 September 2018 and otherwise on the terms and conditions set out in section 7.5 of this Prospectus to be issued under this Prospectus;

New Share means a Share to be issued under this Prospectus;

Non-Qualifying Foreign Shareholder means a Shareholder whose registered address at the Record Date is not in Australia or New Zealand;

Offer means the offer contained in this Prospectus to each Qualifying Shareholder of 1 New Share for every 4 Existing Shares held by that Qualifying Shareholder at the Record Date at an issue price of $0.01 per New Share, together with 1 free attaching New Option for every 1 New Share issued under this Prospectus;

Offer Period means the period commencing on the Opening Date and ending on the Closing Date;

Official List means the Official List of the ASX;

Opening Date means the date on which the Offer opens;

Option means a right to acquire a Share in the Company;

Optionholder means a holder of Options;

Prospectus means this Prospectus dated 23 February 2015 for the issue of up to approximately 189,800,260 New Shares and up to approximately 189,800,260 New Options;

Qualifying Shareholder means a holder of Shares registered at 5:00pm WST on the Record Date and whose registered address is in Australia or New Zealand;

Quotation means quotation of the New Shares or (if the Company makes an application ASX to have the same quoted in the circumstances set out in section 2.9.2) the quotation of the New Options on ASX (as the case may be);

Record Date means 5.00pm WST on 2 March 2015;

Rights means the right to subscribe for New Shares (with attaching New Options) under this Prospectus;

Rights Issue has the same meaning as Offer;

Securities means the New Shares and New Options to be issued under this Prospectus;

Share means one fully paid ordinary share in the Company;

Shareholder means the holder of Shares;

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

Tasman and Tasman Resources means Tasman Resources Limited A.C.N 009 253 187;

WST means Western Standard Time, Perth, Western Australia.

VWAP means the daily volume weighted average sale price of the Shares for such date (or the nearest preceding date) on the ASX where trading is not halted or suspended (excluding special crossings, crossings include the open sessions state (each as defined in the ASX Market Rules) and any overseas trades or trades pursuant to the exercise of options over Shares) as reported by Bloomberg Financial L.P. (based on a Trading Day from 10.00am to 4.02pm (Sydney time) using the VAP function)

9. CONSENT BY DIRECTORS

Each of the Directors of Eden Energy Limited has consented to the lodgement of this Prospectus in accordance with section 720 of the Corporations Act.

Dated the 23[rd] day of February 2015

==> picture [138 x 32] intentionally omitted <==

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

10. CORPORATE DIRECTORY

Directors:	Gregory H. Solomon, LLB (Executive Chairman)
	Douglas H. Solomon, B.Juris LLB (Hons) (Non-executive)
	Guy T. LePage, B.A, B.Sc. (Hons), M.B.A, ASIA, MAusIMM (Non-
	executive)
	Richard Beresford, FAICD, FAIE (Non-executive)
Company Secretary:	Aaron Gates
Registered Office:	Level 15
	197 St Georges Terrace
	Perth
	Western Australia
	Tel: (+618) 9282 5889
	Fax: (+618) 9282 5966
	e-mail: [email protected]
	website:www.edenenergy.com.au
Share Registry:	Advanced Share Registry Services
	110 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

ACCEPTANCE FORM

ENTITLEMENT AND ACCEPTANCE FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCKBROKER OR LICENSED PROFESSIONAL ADVISER.

EDEN ENERGY LTD A.C.N. 109 200 900 REGISTERED OFFICE Level 15 197 St Georges Terrace Perth, Western Australia

Sequence No: <<_>>

Sub-Register	:
HIN/SRN	:
Shareholding at Record Date 5.00pm WST 2 March 2015	:
Entitlement to New Shares on a 1 for 4 basis	:
Amount payable on acceptance at $0.01per New Share	:

A renounceable pro-rata rights issue of one (1) New Share for every four (4) Existing Shares held as at 5.00pm WST on the Record Date, at an issue price of $0.01 per Share (together with one (1) free accompanying Option for every one(1) New Share acquired).

To the Directors:

I/We, the above mentioned, being registered on the Record Date as the holder(s) of Shares in your Company hereby accept the below mentioned Shares (and accompanying Options) issued in accordance with the Prospectus dated 23 February 2015;
I/We hereby authorise you to place my/our name(s) on the registers of shareholders and optionholders in respect of the number of Shares (and accompanying Options) allotted to me/us; and
I/We agree to be bound by the Constitution of the Company.

(A) NUMBER OF SHARES ACCEPTED (being not more than the Entitlement shown above)	(B) NUMBER OF SHORTFALL SHARES (if any) APPLIED FOR in excess the Entitlement *shownabove **	(C) = (A) + (B) Amount enclosed at $0.01 per Share

*You should only complete (B) if you have applied for all of your Entitlement (as shown above) and, in addition thereto, you wish to apply for additional further new Shares if there is a Shortfall. Refer section 2.13 of the Prospectus as to how applications for the Shortfall will be dealt with.

Payment can be made by cheque, money order or by B-Pay for the amount shown, being payment at the rate of $0.01 per Share. Cheques should be made payable to "Eden Energy Ltd – Rights Issue". If paying by cheque or money order, please return this form and your cheque or money order for the required amount to “Eden Energy Ltd – Rights Issue”, crossed “NOT NEGOTIABLE” and forwarded to Eden Energy Ltd, C/- Advanced Share Registry Services, PO Box 1156, Nedlands WA 6909 or C/- Advanced Share Registry Services, 110 Stirling Highway Nedlands WA 6009 to arrive no later than 5.00pm WST on 19 March 2015 .

e Registry Services ch 2015.	, 110 Stirling Highway Nedland	s WA 6009 to arrive no l	ater than5.00pm	WST on 19
PLEASE ENTER CHEQUE DETAILS THANK YOU	Drawer	Bank	Branch or BSB	Amount
	You can pay by BPAY. If you choose to pay by BPAY, you do not need to return this form, but you are encouraged to do so if you have applied for any Shortfall Shares in addition to your Entitlement (for reconciliation purposes)

My/Our contact details in the case of inquiry are:

Telephone ( ) . . . . . . . . . . . . . . . . . . .. . . Fax ( ) . . . . . . . . . . . . . . . . . . . . . Contact Name . . . . . . . . . . . . . . . . . . . .

Complete this panel and sign below only if a change of address is to be registered with the Company.

New Address: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signature(s): . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Date: . . . . . . . . . . . . . . . . Please indicate your correct title: Director / Secretary /.................................

CHESS HOLDERS CAN ONLY AMEND THEIR ADDRESS BY ADVISING THEIR SPONSORING BROKER

THE DIRECTORS RESERVE THE RIGHT TO MAKE AMENDMENTS TO THIS FORM WHERE APPROPRIATE

EXPLANATION OF ENTITLEMENT

The front of this form sets out the number of Shares which you are entitled to apply for.
Your entitlement may be accepted either in full or in part. There is no minimum acceptance. 3. The price payable on acceptance of each Share is $0.01.

APPLICATION INSTRUCTIONS

The issue price of $0.01 per Share is payable in full upon application.
Payments must be made in Australian currency by cheque or money order drawn on and payable at a bank within Australia (accompanied by this Acceptance Form). Cheques drawn on banks outside Australia in either Australian currency or in foreign currency will not be accepted. Payment can also be made by B-Pay.
If paying by cheque or money order, this form together with the appropriate payment in Australian currency should be forwarded to Advanced Share Registry Services at PO Box 1156, Nedlands WA 6909 or C/- 110 Stirling Highway Nedlands WA 6009 . This form does not need to be returned if payment is being made by B-Pay, although you are encouraged to return it (for reconciliation purposes).
Acceptances (or payment by B-Pay) must be received by Eden Energy Ltd no later than 5.00pm WST on 19 March 2015 .

ENQUIRIES

Any enquiries should be directed to:

Eden Energy Ltd (attention Aaron Gates) by telephone on (+618) 9282 5889 or facsimile on (+618) 9282 5866.