JATCORP LIMITED — Capital/Financing Update 2011

Nov 27, 2011

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.

Name of entity

Jatoil Limited

ABN

31 122 826 242

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 ORD issued pursuant to JAT Executive Share Scheme be issued (ESS)

2 Number of[+] securities issued or 675,000 ORD issued to be issued (if known) or maximum number which may be issued

• See chapter 19 for defined terms.

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3 Principal terms of the[+] securities Yes (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)

• 4 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?

ORD – Yes subject to terms of ESS and vesting criteria attached to the Shares. Please refer to Schedule A.

If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• 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 – Shares subject to vesting criteria

• 6 Purpose of the issue Pursuant to the Company’s Employee and Executive (If issued as consideration for the Share Plan acquisition of assets, clearly identify those assets)

• 7 Dates of entering[+] securities into 28 November 2011 uncertificated holdings or despatch of certificates

8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	63,822,935 26,186,817	ORD on issue OPT exercisable at $0.25 on or before 1 March 2014
	Number	Class
	625,000 125,000 1,250,000 66,766 15,400,867	Director Options, $0.80 Ex Price, 30 Nov 2011 Expiry Employee Incentive Plan Options expiring 1 July 2012, $0.276 Exercise price Employee Incentive Options Exercise prices of between $0.40 and $0.80, expiry 31 December 2013. Options subject to pre defined vesting criteria. ORD subject to Escrow for 12 months from date of reinstatement to official list – 18 April 2012 (Blackrock consideration) ORD subject to Escrow for 24 months from date of reinstatement to official list – 19 April 2013 (Blackrock consideration)
	N/A

• See chapter 19 for defined terms.

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Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders	N/A
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25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	N/A
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Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities

• ( tick one )

• (a) X Securities described in Part 1

• (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories - To be provided 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 N/A A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought

40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

Number +Class

(i) 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.

• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided 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.

Sign here:

.Emmanuel Correia........................Date:. 28 November 2011 (Company secretary)

Print name: Emmanuel Correia

• See chapter 19 for defined terms.

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Schedule A – SUMMARY OF EXECUTIVE SHARE PLAN

Outlined below is a summary of the key terms of the Jatenergy Executive Share Plan.

• i. The Company has established the Jatenergy Executive Share Plan ( Plan ). The Shares issued pursuant to the Plan will have the same rights as the Shares currently on issue.

• ii. The trustee of the Plan is JAT Share Scheme Pty Ltd as Trustee for the Jatoil Executive Share Plan Trust.

• iii. The Board of the Company will administer the Plan in accordance with the Plan Rules and the Board has a broad discretion to determine which executives are eligible to participate in the Plan.

• iv. Under the Plan, Participants are invited to acquire ordinary shares in the capital of the Company ( Shares ) at a price (if any) set out in their invitation letter. The Board has a discretion to set the price (including no price) at which Shares will be acquired by Participants and also any vesting criteria attached to the Shares.

• v. The Board will determine the number of Shares that maybe acquired by a Participant. Until a Participant’s Shares have vested and the purchase price been paid in full, that Participant will have no shareholder rights (such as voting or dividend right) in relation to the Shares.

• vi. Shares will vest over a period of time. That time period will be set out in a Participant’s invitation letter. A condition of vesting is that, at the time of vesting, the Participant is an employee of the Company. In addition, the Board may require that performance targets be met as a condition for vesting – these will be set out in a Participant’s invitation letter.

• vii. On vesting, the Board will procure that Shares are issued or transferred to Participants. To facilitate this, the Company has established an employee share plan trust which may hold Shares on behalf of Participants.

• viii. If there are disposal restrictions that are to apply to a Participant’s holding of Shares, the Board may determine that the Share will be held in the trust until such restrictions are lifted. At this time, Shares will be released from the trust and transferred into the Participant’s name.

• ix. The Board may from time to time suspend operation of or cancel the Plan.

Vesting Criteria	Number of Incentive Shares that vest
Vesting Criteria #1 1st coal mine in production at a rate of at least 20 kT per month in relation to the Company’s coal projects	135,000

Vesting Criteria #2 2nd coal mine in production at a rate of at least 20kT per month in relation to the Company’s coal projects	135,000
Vesting Criteria #3 JORC Indicated Mineral Resource of at least 40 million tonnes of coal is defined in relation to the Company’s coal projects	135,000
Vesting Criteria #4 Earlier of $10m capital raised for the Company’s biofuel projects or 5000 Ha of biofuel crops are established by the Company or 1000 tonnes of crude jatropha oil are sold by the Company	135,000
Vesting Criteria #5 Compliance with Corporate Governance matters to the satisfaction of the Board -This vesting criterion is to ensure compliance with the material matters of the Company’s Corporate Governance Policy and the general promotion of good governance – with particular focus on the attendance of board, committee and shareholder meetings, compliance with the Company’s share trading policy and shareholder communication.	135,000
Max. No. of Incentive Shares	675,000

• See chapter 19 for defined terms.

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