HAVILAH RESOURCES LIMITED — M&A Activity 2012

Jun 26, 2012

63 Conyngham Street Glenside 5065 South Australia phone 61 8 8338 9292 fax 61 8 8338 9293 email info@havilah-resources.com.au ABN 39 077 435 520

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HAVILAH RESOURCES NL

27th June 2012

ASX Release

Off Market Takeover Offers Closed

Havilah Resources NL has now closed its recommended takeover offers for all the outstanding shares and Listed Options in Curnamona Energy Limited ( “Curnamona”).

It received acceptances of 92.77% of the Curnamona shares and 92.44% of the Curnamona Listed Options and is now entitled to seek to compulsorily acquire the outstanding shares and Listed Options in Curnamona that it does not own pursuant to Section 661A of the Corporations Act 2001 (Cwth) ( “Corporations Act” ).

Accordingly in accordance with Section 661B(1)(d) of the Corporations Act, we enclose Form 6021 ( “Compulsory Acquisition Notice” ) and the cover letter ( “Letter” ) to be sent to the remaining Listed Optionholders in Curnamona .

The Compulsory Acquisition Notice was lodged with the Australian Securities and Investments Commission today in accordance with Section 661B(1)(b) of the Corporations Act. The Compulsory Acquisition Notice and the Letter will be dispatched to the remaining Curnamona Listed Optionholders no later than 29th June 2012.

Yours faithfully

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KR Johnson, PhD Chairman Havilah Resources NL

www.havilah-resources.com.au

27[th] June 2012

Dear Curnamona Energy Listed Optionholder,

Havilah Resources NL takeover bid for Curnamona Energy Limited Compulsory Acquisition of your Curnamona Listed Options

As you are aware, on 9 March 2012 Havilah Resources NL ( Havilah ) and Curnamona Energy Limited ( Curnamona ) announced a recommended off-market takeover offer by Havilah for all the outstanding Listed Options in Curnamona ( Listed Option Offer ). Havilah also made an offer to acquire all of the Curnamona issued shares. The terms of the Offers are contained in the bidder's statement dated 30 April 2012 ( Bidder's Statement ). The Offers closed on 25 June 2012.

Havilah now holds a relevant interest in more than 90% of the Curnamona Listed Options on issue. Accordingly, Havilah will now acquire the remaining Curnamona Listed Options under the compulsory acquisition provisions of the Corporations Act. The compulsory acquisition will be on the same terms as the Listed Option Offer, being one new Havilah option for every five Curnamona Listed Options you hold.

According to our records, we have not received a valid acceptance of the Listed Option Offer from you. Therefore, unless you have already posted your acceptance, your Curnamona Listed Options will be subject to the compulsory acquisition procedure.

We enclose an ASIC Form 6021 (Notice of compulsory acquisition following takeover bid) which Havilah is required to give you under section 661B(1)(c)(ii) of the Corporations Act to exercise its right to compulsorily acquire the outstanding Curnamona Listed Options. This form, which has been filed with the Australian Securities and Investments Commission, sets out the compulsory acquisition procedure and your rights. Please read this form carefully.

At the conclusion of the compulsory acquisition procedure in about six weeks time, Havilah will, in accordance with the requirements of that statutory procedure, issue the new Havilah options to which you are entitled to Curnamona , which will hold those Havilah options for you. Those Havilah options will not be transferred to you automatically – you will need to claim them from Curnamona.

If you have any questions or require further information please call our offer information line on (08) 8338 9292 (normal charges apply).

Yours faithfully

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KR Johnson, PhD Chairman

www.havilah-resources.com.au

Australian Securities & Investments Commission

Form 6021 Corporations Act 2001 661B(1) (a)

Notice of compulsory acquisition following takeover bid

If there is insufficient space in any section of the form, you may attach an annexure and submit as part of this lodgement

Lodgement details	Who should ASIC contact if there is a query about this form?	Who should ASIC contact if there is a query about this form?	Who should ASIC contact if there is a query about this form?	Who should ASIC contact if there is a query about this form?	Who should ASIC contact if there is a query about this form?	Who should ASIC contact if there is a query about this form?	Who should ASIC contact if there is a query about this form?	Who should ASIC contact if there is a query about this form?	Who should ASIC contact if there is a query about this form?
	Name
		KR Johnson
	ASIC registered agent number (if applicable)
		N/A
	Company/entity name
		Havilah Resources NL
	ACN/ABN/ARBN/ARSN
		ACN 007 435 520
	Telephone number
		(08)8338 9292
	Postal address
		63 Conyngham Street
		Glenside South Australia 5065
	Email address (optional)
		Bob.Johnson@havilah-resources.com.au
Notice	To:
Name and address of holder: Name of target company or body	Name
	ACN (if applicable)
	At the office of, C/-(if applicable)
	Office, unit, level.
	Street number and Street name
	Suburb/City State/Territory
	Postcode Country (if notAustralia)
	Securities of:
	Name (“the Company”)
		Curnamona EnergyLimited
	ACN/ARBN/ARSN
		ACN 112 712 115

www.havilah-resources.com.au

Continued...Notice
1. Tick one box Name of bidder. Insert description of class of securities to which the bid related Tick one box Insert date offers closed or are scheduled to close	Under an Off Market Bid Market Bid offers were made by Havilah Resources NL (ACN 077 435 520) In respect of the acquisition of All of the Listed Options in the Company. The offers closed are scheduled to close on Date 2 5 / 0 6 / 20 12 [D D] [M M] [Y Y]
			2	5		/	0			6		/	20			12
				D] [M					M] [Y Y]
2.	You are, or are entitled to be, registered as the holder of securities in respect of which an offer was made, but have not accepted the takeover offer.
3.	The bidder hereby gives you notice under subsection 661B(1) of the Corporations Act 2001 (“the Act”) that the bidder has become entitled pursuant to subsection *661A(1)/661A(3) of the Act to compulsorily acquire your securities and desires to acquire those securities
4.	Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this notice is lodged with ASIC, to ask the bidder for a written statement of the names and addresses of everyone else the bidder has given this notice to.
5.	Under section 661E of the Act, you have the right, within one month after being given this notice or within 14 days after being given a statement requested under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later, to apply to the Court for an order that the securities not be compulsorily acquired.
6.	The bidder is entitled and bound to acquire the securities on the terms that applied under the takeover bid immediately before
Tick one box	This notice was given. The end of the offer period.			This notice was given.
7.	Unless on application made by you under section 661E within one month after being given this notice (as referred to in paragraph 5 of the notice) or within 14 days after being given a statement under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later, the Court otherwise orders, the bidder must comply with paragraph 6 of this notice.
		Name of person signing Keith Robert Johnson Capacity Director Signature Date signed 2 7 / 0 6 / 20 12 [D D] [M M] [Y Y]
Signature
		Keith Robert Johnson
		Director
		2		7	/	0			6		/	20			12
		[D		D] [M					M] [Y Y]

www.havilah-resources.com.au