Level 40, Exchange Plaza 2 The Esplanade, Perth, Western Australia, 6000 Telephone: (08) 9282 5889 Facsimile: (08) 9282 5866

Website: www.edenenergy.com.au

AUSTRALIAN STOCK EXCHANGE ANNOUNCEMENT

23 AUGUST 2006

NOTICE OF EXTRAORDINARY GENERAL MEETING

Attached is a copy of the following documents being mailed to shareholders;

Letter to Shareholders Notice of Extraordinary General Meeting Proxy Form for Extraordinary General Meeting Explanatory Statement Independent Expert's Report

$\mathcal U'$

Raymond F Buscall Company Secretary

Level 40, Exchange Plaza, 2 The Esplanade, Perth, Western Australia 6000 Telephone: (08) 9282 5889 Facsimile: (08) 9282 5866

Email: [email protected]

21 August 2006

Dear Shareholder

EXTRAORDINARY GENERAL MEETING

As a result of the restructure, and amendment, of the terms of the original Option Agreements granted by Top Energy Pty Ltd in relation to all of its non-escrowed shares and options in Eden Energy Ltd ("the Company"), the Company considers that it is required, by virtue of the provisions of the Corporations Act 2001, to convene a new extraordinary general meeting to seek approval of its shareholders to the terms and conditions of the new Option Agreement. The notice of meeting convening this new extraordinary general meeting, and supporting documents, are enclosed.

The proposed change in securities ownership which will occur if the new Option Agreement is exercised is the same as previously (i.e. Noble Energy Ltd, a wholly owned subsidiary of Tasman Resources NL, still has the right to acquire all of the non-escrowed shares and options of Top Energy Pty Ltd in the Company – up to $21,397,154$ Shares and $9,876,768$ Options) but the exercise price has been reduced, the new Option Agreement is now granted directly by Top Energy Pty Ltd to Noble Energy Ltd and the latest date for exercise of the Option Agreement has been extended to permit a new meeting of the Company's shareholders to be held to approve the amended transactions.

As a result, a new extraordinary general meeting will be held on the 22^nd day of September 2006 in substitution of the previously convened extraordinary general meeting to be held on 18 August 2006.

Yours faithfully

Gregorytmanan

Gregory H. Solomon Executive Chairman

EDEN ENERGY LTD ACN 109 200 900

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is given that an extraordinary general meeting of the members of Eden Energy Ltd ACN 109 200 900 ("the Company") will be held at Level 40, Exchange Plaza, 2 The Esplanade, Perth, Western Australia on Friday the 22^nd day of September 2006 at 10.00 am.

SPECIAL BUSINESS

The business of the meeting is to consider and (if thought fit) to pass, with or without modification, the following ordinary resolutions:

$\mathbf{1}$ . Entry into, and Exercise by, Noble Energy Ltd of Option Agreement

"That, for the purposes of item 7 of s.611 of the Corporations Act 2001 and for all other purposes, approval is given for Noble Energy Ltd A.C.N. 115 057 586 ("Noble"), a member of the Company, to:

$1.1$ enter into the option agreement dated 11 August 2006 ("the Option Agreement") made between Noble and Top Energy Pty Ltd A.C.N. 111 741 989 ("Top Energy"), pursuant to which Top Energy granted to Noble an option to purchase 21,397,154 fully paid ordinary shares ("Shares") together with 9,876,768 20 cent, 30 September 2009 options ("Options") in the Company on the terms and conditions set out in the Option Agreement; and
$1.2$ exercise the Option Agreement, in whole or in part, and take a transfer from Top Energy of up to 21,397,154 Shares and 9,876,768 Options,

in circumstances where Noble's voting power (and, by virtue of Tasman Resources NL A.C.N. 009 253 187 ("Tasman") being an associate of Noble, Tasman's voting power) in the Company will increase from 26.9598% (ie, from a starting point that is above $20\%$ ) to 44.4511%."

$2.$ Exercise by Noble Energy Ltd of Options in the Company

"That, for the purposes of item 7 of s.611 of the Corporations Act 2001 and for all other purposes, approval is given for Noble, a member of the Company, to exercise at any time on or before 30 September 2009:

$2.1$ up to 32,497,065, 20 cent 30 September 2009 Options currently held by it in the Company; and
2.2 up to 9,876,768, 20 cent 30 September 2009 Options to be acquired by it if, subject to member approval being granted under resolution 1 above, it exercises the Option Agreement in full,

in circumstances where Noble's voting power (and, by virtue of Tasman being an associate of Noble, Tasman's voting power) in the Company will increase from a starting point that is above 20%.

Dated this $\lambda$ ^{1 st} day of August 2006.

By order of the Board

Z C . . . . . . . . . . . .

RF Buscall Company Secretary

NOTES RELATING TO PROXIES:

A shareholder entitled to attend and vote at the Extraordinary General Meeting of the Company may appoint not more than two more proxy's to attend and vote in his/her place. Where more than one proxy is appointed each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. A proxy may be, but need not be a member of the company.

Proxy forms (and the Power of Attorney or other authority, if any under which the proxy form is signed) must be deposited at the registered office of the company at Level 40, Exchange Plaza, 2 The Esplanade, Perth, Western Australia, 6000 not less than 48 hours before the time for holding the Extraordinary General Meeting or adjourned Extraordinary General Meeting.

EDEN ENERGY LTD (ACN 109 200 900)

PROXY FORM EXTRAORDINARY GENERAL MEETING

I/We
Appoint	being a member/members of Eden Energy Ltd entitled to attend and vote at the meeting, hereby
Name of proxy
or failing the person so named or, if no person is named, the Chairman of the meeting or the Chairman's nominee, to vote in respect of ___% of my/our voting rights in accordance with the following directions, or if no directions have been given, as the proxy sees fit at the Extraordinary General Meeting of the company, to be held on Friday, 22 September 2006 and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.
Ordinary Resolutions:		FOR	AGAINST	ABSTAIN
1. To the entry into, and exercise by, Noble Energy Ltd of the Option Agreement
2. To the exercise by Noble Energy Ltd of Options in the Company
If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not intended to be counted in computing the required majority on a poll.
Signed this day of	2006.
Individuals and joint holders				Companies (affix common seal if appropriate)
Signature		Director
Signature			Director/Company Secretary
Signature			Sole Director and Sole Company Secretary
The Chairman intends to vote in favour of both resolutions in respect of all undirected proxies. If you do not wish to direct your proxy how to vote please place a mark in the box. By marking this box you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

Notes:

To be effective, this proxy and the power of attorney (if any) under which it is signed must be received at the Registered Office of the company, Level 40, Exchange Plaza, 2 The Esplanade, Perth, WA 6000 not less than 48 h 1.
$2.$ If the member is a corporation, the form of proxy should be signed under seal if appropriate.

EDEN ENERGY LTD EXPLANATORY STATEMENT

This Explanatory Statement is an important document and you should read this statement carefully. If you have any queries regarding the matters set out in this Explanatory Statement or the preceding Notice please contact the Company or your professional advisor.

Resolution 1 – Entry into, and exercise by, Noble Energy Ltd of Option Agreement

Background $A.$

Resolution 1 seeks shareholder approval for the purposes of item 7 of s.611 of the Corporations Act 2001 ("the Act") and for all other purposes for Noble Energy Ltd A.C.N. 115 057 586 ("Noble"), a member of the Company, to:

enter into the option agreement dated 11 August 2006 ("the Option Agreement") made $\mathbf{1}$ . between Noble and Top Energy Pty Ltd A.C.N. 111 741 989 ("Top Energy"), pursuant to which Top Energy granted to Noble an option to purchase 21,397,154 fully paid ordinary shares ("Shares") together with 9,876,768 20 cent, 30 September 2009 options ("Options") in the Company (collectively "the Securities") on the terms and conditions set out in the Option Agreement; and
exercise the Option Agreement, in whole or in part, and take a transfer from Top Energy of $2.$ up to 21,397,154 Shares and 9,876,768 Options,

By the Option Agreement, Top Energy has granted to Noble an option to purchase 21,397,154 Shares together with 9,867,768 Options in the Company free from encumbrances or claims on the terms and conditions therein set out.

Under the Option Agreement:

the total price payable for the Securities is $$2,800,000.00$ , being a combined price of $\mathbf{1}$ . 13.08585 cents for each Share and 0.4615926 Options ("the Purchase Price");
$2.$ the option is exercisable in whole or in part at any time or times up to and including midnight on 29 September 2006;
$3₁$ the option may be exercised for all or part of the Securities by personal delivery of a written notice or notices ("the exercise notice") signed by or on behalf of Noble and/or its nominee or nominees as the case may be to Top Energy;
if Noble nominates another party to exercise the option, it will provide a copy of the $4.$ nomination to Top Energy at the time of exercise by the nominee;
1. exercise of the option in whole or part on each occasion shall create a separate binding legal contract pursuant to which the grantee named in the exercise notice ("the Grantee") shall purchase and Top Energy shall sell the number of Securities specified in the exercise notice free from encumbrances for the Purchase Price (or a portion thereof if the option is exercised in part for a portion of the Securities only);
1. settlement of the sale or sales (as the case may be) pursuant to the exercise of the option shall take place on each occasion 14 days after service of the exercise notice;
$7.$ at settlement, Top Energy and the Grantee shall deliver to the other the following:
$7.1$ Top Energy shall deliver properly executed transfers for both the Shares and Options which comprise the portion of the Securities the subject of the exercise notice in favour of the Grantee: and
7.2 Top Energy shall deliver a copy of the uncertificated holding statement of Top Energy in respect of its shareholding and optionholding in the Company; and
$7.3$ the Grantee shall deliver to Top Energy a bank cheque in favour of Top Energy for the purchase price for the Securities (or portion of the Securities, as the case may be) the subject of the exercise notice.
Top Energy warranted and undertook that it owned all the Securities free from 8. encumbrances and is legally and beneficially entitled to sell the same free from any encumbrances or any legal or equitable claim whatsoever of any third party whatsoever and that this warranty was true as at the date of granting of the option and will remain true up to and including the expiry of the option period;
$\mathbf{Q}_{\perp}$ the Option Agreement and each contract created by the exercise of the option shall be a binding legal agreement and if either party shall default in the due and punctual performance of all or any of its obligations under the Option Agreement or any of those contracts, the other party may upon expiration of 14 days written notice, without prejudice to any other legal rights, either terminate the contract in question and institute proceedings for damages, or sue for specific performance as the case may be;
$10.$ the Option Agreement and the right of Noble to exercise the option are each subject to a condition precedent that the approval of the members of the Company is obtained pursuant to the requirements of s.611 of the Act by not later than 28 September 2006 and if these approvals are not obtained by 28 September 2006 the Option Agreement will automatically be at an end on 29 September 2006.

Noble currently holds 32,979,888 Shares, representing 26.9598% of the Company's current issued share capital, and 32,497,065 Options, representing 37.4161% of the Company's current issued options. Noble is the largest shareholder and optionholder in the Company. If shareholder approval is obtained in accordance with resolution 1, and Noble exercises the Option Agreement in full, Noble will then hold 54,377,042 Shares and 42,373,833 Options.

Section 606 of the Act prohibits a person from, inter alia, acquiring a relevant interest in issued voting shares in a listed company if the person does so through a transaction in relation to securities entered into by that person and because of that transaction that person's or someone else's voting power in the company increases from a starting point that is above 20% and below 90%.

A person has a "relevant interest" in securities if they:

$1.$ are the holder of the securities; or
$2.$ have power to exercise, or control the exercise of, a right to vote attached to the securities; or
have power to dispose of, or control the exercise of a power to dispose of, the securities. 3.

By $s.610(1)$ of the Act, a person's "voting power" in a company is the total number of votes attached to all voting shares in the company in which the person or an associate has a relevant interest as a percentage of the total number of votes attached to all voting shares in the company. A "voting share" in a company is an issued share in the company that carries certain voting rights.

Upon the Option Agreement becoming unconditional, Noble will acquire a relevant interest in all of the Securities the subject of the Option Agreement (as Noble will, under the Option Agreement, have the right to control the exercise of a power to dispose of the Securities). As the Securities comprise 21,397,154 Shares, Noble will therefore acquire a relevant interest in these (voting) Shares and Noble's voting power in the Company will therefore increase from 26.9598% to 44.4511%. In addition, Noble's interest in Options in the Company will increase from If Noble subsequently exercises the Option Agreement, Noble's 37.4161% to 48.7879%. relevant interest in (voting) Shares in the Company will not change (it having already gained a relevant interest in the said Shares from the date that the Option Agreement became unconditional) however the nature of its relevant interest in the Shares will change to that of holder of the Shares.

Noble is a wholly owned subsidiary of Tasman. By $s.12(2)$ of the Act, Tasman will therefore be an associate of Noble as Noble is a body corporate that Tasman controls. Therefore, by virtue of the transactions contemplated above, not only will Noble's "voting power" in the Company increase, but Tasman's voting power will increase in the same amount, as Tasman's voting power in the Company is determined by aggregating the total number of votes attached to shares in the Company in which Tasman and its associates (e.g. Noble) has a relevant interest.

By s.611 of the Act, acquisitions of relevant interests in a Company's voting shares which are set out in the table in s.611 of the Act are exempt from the prohibition in s.606 of the Act.

Relevantly, item 7 of s.611 of the Act will exempt an acquisition approved previously by a resolution passed at a general meeting of the Company if no votes are cast in favour of the resolution by the person proposing to make the acquisition and their associates (e.g. Noble or Tasman) or the persons (if any) from whom the acquisition is to be made (e.g. Top Energy) and its associates and members are given all of the information known to the person proposing to make the acquisition or their associates, or known to the Company, that is material to a decision on how to vote on the resolution including that specifically set out in item 7.

The following information is provided for the purposes of item 7 of s.611 of the Act:

$1.$ The person who is to acquire the relevant interest is Noble Energy Ltd A.C.N. 115 057 586. which is a wholly owned subsidiary of Tasman Resources NL A.C.N. 009 253 187 (which is thus an associate of Noble).
$2.$ The maximum extent of the increase in Noble's voting power in the Company if the Option Agreement becomes unconditional is 17.4913% (ie, from 26.9598% to 44.4511%), as Noble's shareholding in the Company will increase from 32,979,888 Shares to 54,377,042 Shares (out of a total of 122,329,993 Shares). If Noble subsequently exercises the Option Agreement in full, there will be no further increase in Noble's voting power. If Noble does not subsequently exercise the Option Agreement in full, Noble's voting power in the Company will decrease on expiration of the Option Agreement (i.e. on midnight on 29 September 2006).
$3.$ The voting power that Noble will have in the Company if the Option Agreement becomes unconditional is 44.4511%. If Noble subsequently exercises the Option Agreement in full, Noble's voting power in the Company will not change. If Noble does not subsequently exercise the Option Agreement in full, Noble's voting power in the Company will decrease

below this amount on expiration of the Option Agreement (i.e. on midnight on 29 September 2006).

$4.$ The maximum extent of the increase in the voting power of Tasman that will result if the Option Agreement becomes unconditional is 17.4913% (i.e. from 26.9598% to 44.4511%). If Noble subsequently exercises the Option Agreement in full, there will be no further increase in Tasman's voting power. If Noble does not subsequently exercise the Option Agreement in full, Tasman's voting power in the Company will decrease on expiration of the Option Agreement (i.e. on midnight on 29 September 2006). Tasman does not hold any Shares in the Company in its own name. Noble does not have any other associates.
$5.$ The voting power that Tasman will have in the Company if the Option Agreement becomes unconditional is 44.4511%. If Noble subsequently exercises the Option Agreement in full, Tasman's voting power in the Company will not change. If Noble does not subsequently exercise the Option Agreement in full, Tasman's voting power in the Company will decrease on expiration of the Option Agreement (i.e. on midnight on 29 September 2006).
The following additional information has been provided to the Company by Noble: 6.
If shareholders approve this resolution, it is Noble's intention to exercise the Option $6.1$ Agreement in full on or before 29 September 2006 subject to Tasman raising sufficient funds to enable Noble to pay the Purchase Price under the Option Agreement.
6.2 If shareholders approve this resolution. Noble does not intend:
- 6.2.1 to change significantly the financial or dividend policies of the Company;
- 6.2.2 to change the business of the Company or to inject any further capital into the Company (the Company has recently completed a fundraising pursuant to a prospectus dated 29 March 2006); or
- 6.2.3 to change the employment of any of the employees of the Company or to otherwise redeploy the fixed assets of the Company.
6.3 It is intended that Graham Bedford, as the representative of Top Energy, will resign as a director of the Company and he may be replaced by another director.
6.4 There is no proposal pursuant to which any property will be transferred between the Company and Noble or any person associated with Noble.
$6.5$ There is no other contract or proposed contract between Noble and Top Energy which is conditional upon, or directly or indirectly dependent on, shareholders' agreement to this transaction.
Noble's intentions regarding the future of the Company (in addition to as set out 6.6 above) is to continue with the same projects, policies and philosophies of the Company as detailed in the prospectus issued by the Company and dated 29 March 2006.
The following additional information is also provided by the Company to shareholders:- $7₁$
$7.1$ None of the directors of the Company have any personal interest in the outcome of this resolution. Three of the directors of the Company (namely Gregory Howard Solomon, Douglas Howard Solomon and Guy Le Page) are also directors of Noble.
7.2 All of the directors of the Company voted in favour of the proposal to put this resolution to the Company's members.
$7.3$ All of the directors of the Company, namely Gregory Howard Solomon, Douglas Howard Solomon, Guy Le Page, Graham Bedford and Gregory Egan, recommend that shareholders of the Company who are not associated with Top Energy and/or Noble should approve this transaction. If Noble exercises the Option Agreement, it will increase its control of the Company to 44.451%. The directors consider that this will be beneficial to the Company because it will result in long-term stability of the Company as a result of one major shareholder, which has invested a significant amount in the development of the Company and the acquisition of its shareholding interest, having effective control of the Company, rather than this control being shared by two separate shareholders.
7.4 A report from an independent expert is attached to this explanatory statement. The independent expert has determined that the transaction is not fair but is reasonable when considered in the context of the interest of the shareholders other than those involved in the proposed transaction or their associates (namely, Top Energy and Noble and each of their associates).
$\mathbf{R}$ . There is no other information known to the Company that is material to a decision on how to vote on this resolution.

No votes are to be cast in favour of this resolution by:

Noble or Tasman; or $(a)$
Top Energy, (b)

or any of their associates.

Resolution 2 – Exercise by Noble Energy Ltd of Options in the Company

Background $\mathbf{A}$ .

Resolution 2 seeks shareholder approval for the purposes of item 7 of s.611 of the Act and for all other purposes for Noble, a member of the Company, to exercise:

up to 32,497,065, 20 cent 30 September 2009 Options currently held by it in the $1.1$ Company; and
$1.2$ up to 9,876,768, 20 cent 30 September 2009 Options to be acquired by it if, subject to member approval being granted under resolution 1 above, it exercises the Option Agreement.

in circumstances where Noble's voting power (and Tasman's voting power) in the Company will increase from a starting point that is above 20%.

As at the date of this explanatory statement, Noble holds 32,979,888 Shares, representing 26.9598% of the Company's current issued share capital, and 32,497,065 Options, representing 37.4161% of the Company's current issued options. If shareholder approval is obtained in accordance with resolution 1, and Noble exercises the Option Agreement in full. Noble will then hold 54,377,042 Shares and 42,373,833 Options.

S. 606 of the Act prohibits a person from, inter alia, acquiring a relevant interest in issued voting shares in a listed company if the person does so through a transaction in relation to securities entered into by that person and because of that transaction that person's or someone else's voting power in the company increases from a starting point that is above 20% and below 90%.

A person has a "relevant interest" in securities if they:

$1.$ are the holder of the securities: or
$\overline{2}$ . have power to exercise, or control the exercise of, a right to vote attached to the securities; or
$3₁$ have power to dispose of, or control the exercise of a power to dispose of, the securities.

By $s.610(1)$ of the Act, a persons "voting power" in a company is the total number of votes attached to all voting shares in the company in which the person or an associate has a relevant interest as a percentage of the total number of votes attached to all voting shares in the company. A "voting share" in a company is an issued share in the company that carries certain voting rights.

If Noble exercises any of its 42,373,833 Options (assuming shareholder approval is obtained in accordance with resolution 1 and Noble exercises the Option Agreement in full) to acquire Shares in the Company, it will become the holder of additional Shares in the Company and, as a consequence thereof, its voting power in the Company is likely to increase.

Noble is a wholly owned subsidiary of Tasman. By s.12(2) of the Act, Tasman will be an associate of Noble as Noble is a body corporate that Tasman controls. Therefore, by virtue of the transactions contemplated above, not only will Noble's "voting power" in the Company increase, but Tasman's voting power will increase in the same amount, as Tasman's voting power in the Company is determined by aggregating the total number of votes attached to shares in the Company in which Tasman and its associates (e.g. Noble) has a relevant interest.

By s.611 of the Act, acquisitions of relevant interests in a Company's voting shares which are set out in the table in s.611 of the Act are exempt from the prohibition in s.606 of the Act.

Relevantly, item 7 of s.611 of the Act will exempt an acquisition approved previously by a resolution passed at a general meeting of the Company if no votes are cast in favour of the resolution by the person proposing to make the acquisition and their associates (e.g. Noble or Tasman) or the persons (if any) from whom the acquisition is to be made (in this case, no one, as the Shares will be issued by the Company upon exercise of the Options) and members are given all of the information known to the person proposing to make the acquisition or their associates, or known to the Company, that is material to a decision on how to vote on the resolution including that specifically set out in item 7.

The following information is provided for the purposes of item 7 of s.611 of the Act:-

1. The entity who is to acquire the relevant interest is Noble Energy Ltd A.C.N. 115 057 586, which is a wholly owned subsidiary of Tasman Resources NL A.C.N. 009 253 187 (which is thus an associate of Noble).
$2.$ The number of Options on issue in the Company as at the date of this Notice is 86,853,165, of which Noble will hold (assuming shareholder approval is obtained in accordance with resolution 1 and Noble exercises the Option Agreement in full) 42,373,833. The maximum extent of the increase in Noble's voting power in the Company if Noble exercises all of its Options (assuming that Noble has exercised the Option Agreement in full and that all other Options in the Company are also exercised) is 1.8007% (i.e. from 44.4511% to 46.2518%).

If Noble was the only optionholder in the Company to exercise its Options, its voting power in the Company would increase by 14.2912% (i.e. from $44.4511\%$ to $58.7423\%$ ). This is summarised in the following table:-

	Noble's Shareholding	Total Shareholding	Noble's Percentage
As at the date of this Notice	32,979,888	122,329,993	26.9598%
Upon Option Agreement being exercised in full	54,377,042	122,329.993	44.4511%
Upon all Options in the Company being exercised	96,750,875	209, 183, 158	46.2517%
Alternatively Upon Noble exercising its Options in the Company only	96,750,875	164,703,826	58.7423%

$3.$ The maximum voting power that Noble would have in the Company, on the basis of the assumptions set out in paragraph 2 above, if Noble and all optionholders exercise their Options in full is 46.2518%. If Noble was the only optionholder in the Company to exercise its Options, its voting power in the Company would be 58.7425%. Clearly, Noble may exercise its Options in part, and some of the other optionholders may choose to exercise their Options (in whole or in part), while others may not. Therefore, the exact voting power that Noble will have in the Company cannot be determined at this time.
$4.$ The maximum extent of the increase in the voting power of Tasman that would result from Noble exercising its Options in full, on the assumptions set out in paragraph 2 above, and if If Noble was the only all other optionholders exercise their Options is 1.8007%. optionholder in the Company to exercise its Options, Tasman's voting power in the Company would increase by 14.2912%. Tasman does not hold any shares in the Company in its own name. Noble does not have any other associates.
1. The maximum voting power that Tasman, Noble's associate, would have as a result of Noble exercising its Options in full, on the assumptions set out in paragraph 2 above, if all optionholders exercise their Options is 46.2518%. If Noble was the only optionholder in the Company to exercise its Options, Tasman's voting power in the Company would be 58.7425%%
1. There is no other information known to the Company that is material to a decision on how to vote on this resolution.

In the report from the independent expert which is attached to this explanatory statement, the independent expert has determined that the exercise of the Options by Noble is fair and reasonable to shareholders of Eden.

No votes are to be cast in favour of this resolution by Noble or Tasman or any of their associates.

FINANCIAL SERVICES GUIDE

AND

INDEPENDENT EXPERT'S REPORT

EDEN ENERGY LIMITED

17 AUGUST 2006

Consultants (WA) Pty Ltd ABN 92 008 864 435

BDO Consultants (WA) Ptv Ltd

Level 8, 256 St George's Terrace Perth WA 6000 PO Box 7426 Cloisters Square Perth WA 6850 Tel: (61-8) 9360 4200 Fax: (61-8) 9481 2524 AFS Licence Number 246328 Email: [email protected] www.bdo.com.au

Financial Services Guide

17 August 2006

BDO Consultants (WA) Pty Ltd ABN 92 008 864 435 ("BDO Consultants" or "we" or "us" or "ours" as appropriate) has been engaged by Eden Energy Limited ("Eden") to provide an independent expert's report on the proposal outlined in the Notice of Meeting and the accompanying Explanatory Memorandum. You will be provided with a copy of our report as a retail client because you are a shareholder of Eden.

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Financial Services Guide

Page 2

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We charge fees for providing reports, including this report. These fees are negotiated and agreed with the person who engages us to provide the report. Fees are agreed on an hourly basis or as a fixed amount depending on the terms of the agreement. The fee for this engagement is approximately \$30,000.

Except for the fees referred to above, neither BDO Consultants, nor any of its directors, employees or related entities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of the report.

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As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing addressed to The Complaints Officer, BDO Consultants (WA) Pty Ltd, PO Box 7426 Cloisters Square, Perth WA 6850.

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Referral to External Dispute Resolution Scheme

A complainant not satisfied with the outcome of the above process, or our determination, has the right to refer the matter to the Financial Industry Complaints Service Limited ("FICS"). FICS is an independent company that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial service industry. FICS will be able to advise you as to whether or not they can be of assistance in this matter. Our FICS Membership Number is F-3820.

Further details about FICS are available at the FICS website www.fics.asn.au or by contacting them directly via the details set out below.

Financial Industry Complaints Services Limited PO Box 579 Collins Street West Melbourne VIC 8007 Toll free: 1300 780 808 Facsimile: (03) 9621 2291 Email: [email protected]

Contact details

You may contact us using the details set out at the top of our letterhead on page 1 of this FSG.

EDEN ENERGY LIMITED

INDEPENDENT EXPERT'S REPORT

1.	INTRODUCTION
2.	SUMMARY AND OPINION
3.	OUTLINE OF THE TRANSACTION
4.	REPORT REQUIREMENTS
5.	BASIS OF EVALUATION
6.	PROFILE OF EDEN ENERGY LIMITED
7.	PROFILE OF TASMAN RESOURCES NL AND NOBLE ENERGY PTY LTD 9
8.	VALUATION METHODOLOGIES
9.	VALUATION OF EDEN SHARES
10.	VALUATION OF EDEN OPTIONS
11.	CONSIDERATION PAYABLE
12.	IS THE TRANSACTION FAIR?
13.	OTHER CONSIDERATIONS
14.	ARE THE TRANSACTIONS REASONABLE?
15.	CONCLUSION
16.	OUR REPORT OF 13 JULY 2006
17.	SOURCES OF INFORMATION
18.	INDEPENDENCE
19.	QUALIFICATIONS
20.	DISCLAIMERS AND CONSENTS
	APPENDIX 1 - GLOSSARY OF TERMS

BDO Consultants (WA) Pty Ltd

Level 8, 256 St George's Terrace Perth WA 6000 PO Box 7426 Cloisters Square Perth WA 6850 Tel: (61-8) 9360 4200 Fax: (61-8) 9481 2524 AFS Licence Number 246328 Email: [email protected] www.bdo.com.au

17 August 2006

The Directors Eden Energy Limited Level 40 Exchange Plaza 2 The Esplanade PERTH WA 6000

Dear Sirs

INDEPENDENT EXPERT'S REPORT

$\mathbf{I}$ . INTRODUCTION

BDO Consultants (WA) Pty Ltd ("BDO") has been engaged by Eden Energy Limited ("Eden" or "the Company") to prepare an Independent Expert's Report ("our Report") to express an opinion as to whether or not Resolution 1 and Resolution 2 contained in the Eden Notice of Meeting dated 23 August 2006 (Collectively "the Transactions") are fair and reasonable to non-associated shareholders ("Shareholders") of Eden.

Our Report is to be included in the Explanatory Memorandum for Eden to be sent to all Shareholders to assist them in deciding whether to accept or reject the Transactions. The specific terms of the resolutions to be approved by Shareholders are set out in the accompanying Explanatory Memorandum.

A Notice of Extraordinary General Meeting dated 17 July 2006 was previously dispatched to shareholders. Included with this Notice of Meeting was an Independent Expert's Report dated 13 fuly 2006 prepared by BDO Consultants (WA) Pty Ltd. Our Report supersedes and replaces the 13 fuly 2006 report. The differences between our report of 13 July 2006 and this report are summarised in section 16

2. SUMMARY AND OPINION

We have considered the terms of the Transaction as outlined in the body of this report and have concluded that Resolution 1 is not fair, that Resolution 2 is fair and that the Transactions as a whole are reasonable to Shareholders.

$2.1$ Fairness - Resolution 1

In Section 10 we determined the value of the shares and options to be acquired and in section 11 we determined the value of the consideration payable for the shares and options, giving us an assessment of fairness as detailed below:

	Ref.	Low	High
Value of shares and options to be acquired	10.5	3.186.578	3,311,673
Consideration payable by Noble	$\Box$	2,800,010	2,800,010

We have considered the terms of the Transactions as outlined in the body of this report and have concluded that the transaction contemplated by Resolution 1 is not fair to Shareholders.

$2.2$ Fairness - Resolution 2

In Section 10 we determined the value of the Eden Options to be exercised and in section 11 we determined the value of the consideration payable for the exercise of the Eden Options, giving us an assessment of fairness as detailed below:

	Ref	Per Option

Market price for conversion of Eden Options	Ħ	O 20
Proposed conversion price of Eden Options to be paid by Noble	11 2	O 20.

We have considered the terms of the Transactions as outlined in the body of this report and have concluded that the transaction contemplated by Resolution 2 is fair to Shareholders.

$2.3$ Reasonableness - Resolutions 1 & 2

We have considered the analysis in Sections 12 and 13 of this report, in terms of both

Advantages and disadvantages of the Transactions; and
Alternatives, including the position of Shareholders if the Transactions do not proceed.

In our opinion, the position of Shareholders if the Transactions proceed is more advantageous than the position if the Transactions do not proceed.

The respective advantages and disadvantages considered are summarised below:

	ADVANTAGES AND DISADVANTAGES
Section	Advantages	Section	Disadvantages
14.1.1	If Noble acquires the Eden Shares and Options from Top Energy then it is likely that an orderly market in Eden securities will be maintained.	14.2.1	There will be an increased level of control for Tasman, reducing the comparative control of non-associated shareholders.
14.1.2	A cohesive leadership team will remain in place at Eden should the Transactions be approved	14.2.3	Resolution 1 is unfair, being priced at a discount to our assessment of the value of an Eden share.
14.1.3	The discount for the large parcel of shares under the Transactions may be less than encountered should the same sale be. conducted on market
14.1.4	A component of the Transaction, that component considered by Resolution 2, is fair to non associated shareholders.

$\mathbf{R}$ OUTLINE OF THE TRANSACTION

$3.1$ Resolutions for consideration

There are two resolutions to be considered at the meeting of shareholders of Eden and voted upon by non associated shareholders:

Resolution 1: That, for the purposes of item 7 of s.611 of the Corporations Act 2001 ("the Act") and for all other purposes, approval is given for Noble, a member of Eden, to:

1. enter into the Option Agreement; and
1. exercise the Option Agreement.

Resolution 2: That, for the purposes of item 7 of s.611 of the Act and for all other purposes, approval is given for Noble, a member of Eden, to exercise at any time on or before 30 September 2009:

1. up to 32,497,065 Eden Options currently held by Noble; and
1. up to 9,876,768 Eden Options to be acquired by Noble if, subject to member approval being granted under Resolution 1 above, it exercises the Option Agreement in full.

$3.2$ Summary of the Transactions

Conditional upon shareholder approval as requested by Resolution 1, in consideration of \$10 payable by Top Energy Pty Ltd ("Top Energy"), Top Energy granted to Noble and/ or its nominee or nominees ("the Grantee") an option ("the Option Agreement") to purchase 21,397,154 fully paid ordinary shares in Eden together with 9,876,768 options ("the Eden Options") over Eden fully paid ordinary shares, free from any encumbrances or claims on the terms set out in the Option Agreement. The Eden Options are exercisable at \$0.20 at any time on or before 30 September 2009.

The price payable for the securities under the Option Agreement is \$2,800,000, being a combined price of 13.08585 cents for each parcel of one Eden share and 0.4615926 of an Eden Option. The Option Agreement may be exercisable in whole or in part at any time up to 30 September 2006.

Noble is a wholly owned subsidiary of Tasman Resources NL ("Tasman") a company listed on the Australian Stock Exchange ("ASX"). Noble holds 32,979,888 issued shares in Eden representing 24.96% of Eden's issued shares and 32,497,065 options in Eden representing 37.42% of Eden's issued options.

Mr GH Solomon, MR DH Solomon, Mr GT LePage and Mr GJ Egan are all directors of both Eden and Tasman.

We consider that it is appropriate to assess the fairness of the Transactions by assessing the fairness of each Resolution independently.

3.3 Capital Structure

The current capital structure of Eden at the date of this report is summarised below, in addition to the capital structure of Eden following the completion of the transactions contained in Resolutions 1 and 2.

March Bells Pty Ltd ("March Bells") is a company in which of the four shares on issue Mr GH Solomon holds two and Mr DH Solomon also holds two. Mr DH Solomon is the sole director of March Bells. March Bells holds 2,901,302 issued shares in Eden representing 2.37% of Eden's issued shares.

Arkenstone Pty Ltd ("Arkenstone") is a company in which Mr GH Solomon holds one issued share and Mrs LH Solomon holds the remaining issued share. Mr GH Solomon is a director of Arkenstone. Arkenstone holds 2,901,299 issued shares in Eden representing 2.37% of Eden's issued shares.

The capital structure of Eden following the completion of the proposed Transaction in Resolution 1 is set out in the table below.

		Present share structure		Post Transaction share structure		Post Transaction & exercise of options share structure
Number of Shares	Number	吸	Number	%	Number	₩
Noble	32,979.888	26.96	54.377,042	44.45	64,253.810	48.60
Top Energy	25.750.000	21.05	4,352,846	3.56	4.352.846	3.29
March Bells	2,901.302	2.37	2.901.302	2.37	2.901.302	2.19
Arkenstone	2.901.299	2.37	2.901.299	2.37	2.901.299	2.19
Other shareholders	57.797.504	47.25	57.797.504	47.25	57.797.504	43.72
Total	122.329.993	100.00	122.329.993	100.00	132.206.761	100.00

The capital structure of Eden following the completion of the transactions contained in Resolutions 1 and 2 is detailed below. This shows the position assuming that Noble exercises all options that it will hold in Eden.

	Present share structure		Following the exercise of currently held options		Following the exercise of currently held options and the Option Agreements Options
Number of Shares	Number	%	Number	℅	Number	%
Noble	32.979.888	26.96	65.476.953	42.29	96.750.875	58.74
Top Energy	25.750.000	21.05	25.750.000	16.63	4.352.846	2.64
March Bells	2.901.302	2.37	2.901.302	1.87	2.901.302	1.76
Arkenstone	2.901.299	2.37	2.901.299	1.87	2.901.299	1.76
Other shareholders	57.797.504	47.25	57.797.504	37.33	57.797.504	35.09
Total	122.329.993	100.00	154.827.058	100.00	164.703.826	100.00

$\mathbf{A}$ REPORT REQUIREMENTS

$4.1$ Noble holds 26.96% of the issued shares in Eden. Section 606 of the Corporations Act ("the Act") expressly prohibits the acquisition of further shares by a person who already holds (with associates) more than 20% of the issued shares of a listed entity, unless a full takeover offer is made to all shareholders.
4.2 Section 611 permits an acquisition of shares in a listed entity by a person who already holds more than 20% if the shareholders of that entity have agreed to the issue of such units. This agreement must be by resolution passed at a general meeting at which no votes are cast in favour of the resolution by any party who is associated with the party acquiring the shares, or by the party acquiring the shares. Section 611 states that shareholders of the company must be given all information that is material to the decision on how to vote at the meeting.
$4.3$ Policy Statement 74 issued by the Australian Securities and Investments Commission ("ASIC") deals with "Acquisitions Agreed to by Shareholders". It states that the obligation to supply shareholders with all information that is material can be satisfied by the nonassociated directors of Eden, by either:
undertaking a detailed examination of the Transaction themselves, if they consider that they have sufficient expertise; or
by commissioning an Independent Expert's Report.

The directors of Eden have commissioned this Independent Expert's Report to satisfy this obligation.

5. BASIS OF EVALUATION

$5.1$ Regulation Guidelines

In determining whether the Transaction is fair and reasonable, we have had regard to the views expressed by the ASIC in their Policy Statements 74 and 75 and Practice Notes 42. These Policy Statements suggest that an opinion as to whether transactions are fair and reasonable should entail consideration of all the circumstances of the Transactions.

Such consideration includes a comparison of the likely advantages and disadvantages for Shareholders if the Transactions are accepted, with the advantages and disadvantages to those Shareholders if it is not.

$5.2$ Adopted Basis of Evaluation

The term fair and reasonable has no legal definition. Policy Statement 74 provides that an assessment of whether a transaction is fair and reasonable should involve a comparison of the likely advantages and disadvantages to the non-associated shareholders if the proposed transaction takes place with the likely advantages if it does not.

BDO has completed this comparison in two parts:

A comparison between value of the Eden Shares and Options that may be acquired and exercised by Noble and the value of the consideration being paid by Noble (fairness see Section 12 "Is the Transaction Fair?"); and
An investigation into other significant factors to which Shareholders might give consideration, prior to approving the resolutions, after reference to the value derived above (reasonableness - see Section 14 "Are the Transactions Reasonable?").

6. PROFILE OF EDEN ENERGY LIMITED

$6.1$ History

Eden was incorporated in Australia in May 2004 as a wholly owned subsidiary of Tasman Resources NL. Since then, the Company has acquired a portfolio of assets, including:

Initially investing US \$1 million to acquire a 20% interest in Brehon Energy plc ("Brehon") and a 49% interest in Brehon Far East Pte Ltd. Eden's interest was increased to 100% ownership of Brehon (and Brehon Far East Pte Ltd, which was initially established as a joint marketing company with Brehon in which Eden held 49% and Brehon held 51%). Brehon holds and is developing a range of hydrogen-related technologies.
Brehon was established for the purpose of acquiring and developing a range of hydrogen related technologies for use in the emerging global transition from hydrocarbons as the primary energy source to hydrogen. Details of the project include;
Development of hydrogen technology & patents for the use and storage of hydrogen both as a liquid and a gas,
Hythane transitional technology for converting gas engines to run on hydrogen; major pollution reducing benefits,
Cryogenic storage systems,
Fuel Tanks, Fuel Systems, pumps, conversion kits, and
SMESS Superconducting Magnetic Electrical Storage System. $-$
a 100% owned 7,614km2 petroleum exploration licence over a large newly identified and largely untested anticline in South Australia approximately 60km north of the Olympic Dam copper/gold/uranium mine;
three farm-in joint ventures with Coastal Oil and Gas Ltd and UK Methane Ltd in the UK to farm into:
(i) two petroleum exploration and development licenses over 430km2 of the South Wales coalfields in respect of coal bed and coal mine methane to acquire a 50% interest;
(ii) a deeper oil/natural gas target which is located beneath these licenses to acquire a 50% interest (increasing to 60% if Eden expends more than £1 million);
$\bullet$ eight 100% owned geothermal licence applications in South Australia; and
a research project with the University of Queensland in relation to the production of hydrogen by non-thermal plasma assisted catalytic pyrolysis of natural gas.

Tasman held its 100% interest in Eden through its wholly owned subsidiary Noble. This interest was diluted through the issue of shares in Eden to Top Energy in November 2004 and June 2005. Funds raised from the issue of these shares were used to assist in the acquisition of the remaining shares in Brehon and Brehon Far East Pte Ltd.

Eden was listed on the ASX on 6 June 2006 following an Initial Public Offering of \$8.4 million. Tasman retained a 26.96% interest in the issued shares of Eden through Noble and has four director representatives on the Board of Eden.

6.2 Recent Share Issues

Date	Amount raised S	Details
5 January 2006	N/A.	3.054 Eden shares and 2.63164 Eden options were issued to settle the acquisition of Brehon.
13 January 2006	100.000	500,000 ordinary shares were issued at 20 cents each together with 250,000 options to Tasman to raise working capital.
February 2006	N/A.	50,000 ordinary shares were issued to a consultant as part of an incentive scheme under an employment contract. There are to be nine further allotments of 50,000 ordinary shares over the next 4.5 years.
3 February 2006.	200.000	1 million ordinary shares were issued at 20 cents each together with 500,000 options to Tasman to raise working capital.
16 March 2006	325,000	3,250,000 ordinary shares were issued at 10 cents each to raise working capital.
6 Iune 2006	7,800.000	Through an IPO, Eden issued approximately 42 million ordinary shares at 20 cents each with approximately 21 million free attaching options to raise \$8.4 million before issue costs.

Since 1 January 2006 Eden has issued the following shares and options:

Source: Eden prospectus dated 29 March 2006