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HYDROCARBON DYNAMICS LIMITED Director's Dealing 2011

Feb 1, 2011

65041_rns_2011-02-01_abd948bf-5a65-4830-9a5c-47211d77b823.pdf

Director's Dealing

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Company Announcements Office Australian Securities Exchange 20 Bridge Street Sydney NSW 2000

2 February 2011

Dear Sir,

Pryme Oil and Gas Limited (Pryme) (ASX Code PYM) Issue of securities

Please find attached an Appendix 3B in respect of the issue of 1,931,002 Performance Rights (PRs)/Restricted Stock Units (RSUs) to executives, together with Change of Directors’ Interests Notices. The performance conditions of these PRs/RSUs have been satisfied and subject to continued employment with Pryme, 50% of the above PRs/RSUs will vest on 1 January 2012 and the balance 50% will vest on 1 January 2013.

Further, Pryme wishes to announce that it will seek shareholder approval at the 2011 Annual General Meeting for grant of a maximum of 2,144,568 PRs/RSUs under the 2011 Long Term Incentive Plan (2011 LTIP) to executives, further details of which will be given in the Notice of the 2011 Annual General Meeting.

For further information please contact:

Justin Pettett Managing Director Pryme Oil and Gas Limited Telephone: +61 7 3371 1103

Ryan Messer Chief Operating Officer Pryme Oil and Gas Limited Telephone: +1 713 401 9806

Website: www.prymeoilandgas.com

ASX Code: PYM

OTCQX Code: POGLY

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Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Pryme Oil and Gas Limited

ABN 75 117 387 354

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1
+Class of +securities issued or to
be issued
2
Number of+securities issued or to
be issued (if known) or maximum
number which may be issued
3
Principal terms of the+securities
(eg, if options, exercise price and
expiry
date;
if
partly
paid
+securities,
the
amount
outstanding and due dates for
payment;
if
+convertible
securities, the conversion price
and dates for conversion)
Performance Rights (PRs)/Restricted Stock Units
(RSUs) convertible into ordinary shares in the
capital of Pryme on a one for one basis.
1,931,002 PRs/RSUs
Subject to continued employment with Pryme, 50%
PRs/RSUs will vest on 1 January 2012 and the
balance 50% will vest on 1 January 2013.
The PRs/RSUs are personal to the issuee and may
not be traded, sold or transferred.
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

4 Do the[+] securities rank equally in No. The PRs/RSUs are issued as part of the Long all respects from the date of Term Incentive Plan and subject to continued allotment with an existing[+] class employment, 50% of the PRs/RSUs will convert to of quoted[+] securities? ordinary shares on 1 January 2012 and the balance 50% will convert to ordinary shares on 1 January If the additional securities do not 2013. rank equally, please state: • the date from which they do The PRs/RSUs will not rank equally with an existing class of quoted securities. • the extent to which they The PRs/RSUs will not participate for the next participate for the next dividend. dividend, (in the case of a trust, distribution) or interest The PRs/RSUs do not have voting rights attaching payment and will not participate in dividends. • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration Nil consideration 6 Purpose of the issue Granted as part of remuneration (If issued as consideration for the acquisition of assets, clearly identify those assets)

7 Dates of entering[+] securities - into uncertificated holdings or despatch of certificates Number ~~+~~ Class 8 Number and +class of all 225,611,182 Ordinary Shares +securities quoted on ASX ( including the securities in clause 2 if applicable)

  • See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

9
Number
and
+class
of
all
+securities not quoted on ASX
(including
the
securities
in
clause 2 if applicable)
Number ~~+~~Class
500,000
553,427
1,931,002
$0.15 Options expiring
20 January 2012
Performance
Rights/Restricted Stock
Units under 2009 Long
Term
Incentive
Plan
Award
Performance
Rights/Restricted Stock
Units under 2010 Long
Term
Incentive
Plan
Award

10 Dividend policy (in the case of a - trust, distribution policy) on the increased capital (interests)

- Items 11 to 42 have been deleted -

  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Quotation agreement

  • 1 Quotation of our additional securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

    • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no‐one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: ............................................................ Date: 2 February 2011 (Director ~~/Company secretary)~~

Print name: Justin Pettett

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

APPENDIX 3Y

CHANGE OF DIRECTOR’S INTEREST NOTICE

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

Name of entity PRYME OIL AND GAS LIMITED

ABN 75 117 387 354

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Justin Pettett
Date of last notice 4 January 2011

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest Direct
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the
relevant interest.
-
Date of change 2 February 2011
No. of securities held prior to change Ordinary Shares
1. 3,825,000 – Pettett Pty Ltd
2. 675,000 – Mr Justin Pettett and Mrs Kathryn Pettett

3. 257,968 – Mr Justin Pettett
Performance Rights (PRs)
257,968 PRs convertible into ordinary shares in the capital
of Pryme on a one for one basis; subject to continued
employment with Pryme, these PRs will vest on 1 January
2012 – Direct
  • See chapter 19 for defined terms.

Appendix 3Y Page 1

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Class Performance Rights
Number acquired 873,786
Number disposed Nil
Value/Consideration
Note: If consideration is non-cash, provide details and estimated
valuation
Nil
No. of securities held after change Ordinary Shares
1. 3,825,000 – Pettett Pty Ltd
2. 675,000 – Mr Justin Pettett and Mrs Kathryn Pettett

3. 257,968 – Mr Justin Pettett
Performance Rights (PRs)
2009 Award
257,968 PRs convertible into ordinary shares in the capital
of Pryme on a one for one basis; subject to continued
employment with Pryme, these PRs will vest on 1 January
2012 – Direct
2010 Award
873,786 PRs convertible into ordinary shares in the capital
of Pryme on a one for one basis; Subject to continued
employment with Pryme, 50% of the PRs will vest on 1
January 2012 and the balance 50% will vest on 1 January
2013 – Direct
Nature of change
Example: on-market trade, off-market trade, exercise of options,
issue of securities under dividend reinvestment plan,
participation in buy-back
PRs granted under the 2010 Long Term Incentive Plan as
part of remuneration

Part 2 – Change of director’s interests in contracts

N/A

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract -
Nature of interest -
Name of registered holder
(if issued securities)
-
Date of change -
No. and class of securities to which
interest related prior to change
Note: Details are only required for a contract in relation to
which the interest has changed
-
Interest acquired -
Interest disposed -
  • See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration
Note: If consideration is non-cash, provide details and an
estimated valuation
-
Interest after change -

Part 3 – Closed Period Were the interests in the securities No trading occurred or contracts detailed above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance - provided to allow the trade to proceed during this period? If prior written clearance was - provided, on what date was this provided?

  • See chapter 19 for defined terms.

Appendix 3Y Page 3

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

APPENDIX 3Y

CHANGE OF DIRECTOR’S INTEREST NOTICE

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

Name of entity PRYME OIL AND GAS LIMITED

ABN 75 117 387 354

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Timothy Ryan Messer
Date of last notice 4 January 2011

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest Direct
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the
relevant interest.
Date of change 2 February 2011
No. of securities held prior to change Ordinary Shares
2,820,291 – Sourcerock Investments LLC
325,468 – Direct
American Depository Receipts
1,110 (equivalent to 11,100 Ordinary shares) –
Sourcerock Investments LLC
Restricted Stock Units (RSUs)
257,968 RSUs convertible into ordinary shares in the
Capital of Pryme on a one for one basis; subject to
continued employment with Pryme, these RSUs
willvest on 1January2012 – Direct
Class Restricted Stock Units
  • See chapter 19 for defined terms.

Appendix 3Y Page 1

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Number acquired 873,786
Number disposed Nil
Value/Consideration
Note: If consideration is non-cash, provide details and
estimated valuation
Nil
No. of securities held after change Ordinary Shares
2,820,291 – Sourcerock Investments LLC
325,468 – Direct
American Depository Receipts
1,110 (equivalent to 11,100 Ordinary shares) –
Sourcerock Investments LLC
Restricted Stock Units (RSUs)
2009 Award
257,968 RSUs convertible into ordinary shares in the
Capital of Pryme on a one for one basis; subject to
continued employment with Pryme, these RSUs
will vest on 1 January 2012 – Direct
2010 Award
873,786 RSUs convertible into ordinary shares in the
Capital of Pryme on a one for one basis; Subject to
Continued employment with Pryme, 50% of the RSUs
will vest on 1 January 2012 and the balance 50% will
vest on 1 January2013 – Direct
Nature of change
Example: on-market trade, off-market trade, exercise of
options, issue of securities under dividend reinvestment
plan, participation in buy-back
RSUs granted under the 2010 Long Term Incentive
Plan as part of remuneration

Part 2 – Change of director’s interests in contracts – N/A

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract -
Nature of interest -
Name of registered holder
(if issued securities)
-
Date of change -
No. and class of securities to which
interest related prior to change
Note: Details are only required for a contract in relation to
which the interest has changed
-
Interest acquired -
  • See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Interest disposed -
Value/Consideration
Note: If consideration is non-cash, provide details and an
estimated valuation
-
Interest after change -

Part 3 – Closed Period

Were the interests in the securities No trading occurred. or contracts detailed above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance - provided to allow the trade to proceed during this period? If prior written clearance was - provided, on what date was this provided?

  • See chapter 19 for defined terms.

Appendix 3Y Page 3

11/3/2002