JATCORP LIMITED - Capital/Financing Update 2011

JATENERGY LIMITED ACN 122 826 242

ENTITLEMENT ISSUE PROSPECTUS

For a pro rata non-renounceable entitlement issue of approximately 39,307,784 Options on the basis of one (1) Option for every two (2) Shares held by Eligible Shareholders at an issue price of $0.01 per Option, to raise up to approximately $393,078 ( Offer ).

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Options being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Options offered by this Prospectus should be considered as speculative.

1.	IMPORTANT NOTES ....................................................................................................... 2
2.	INVESTMENT OVERVIEW ............................................................................................... 4
3.	CORPORATE DIRECTORY .............................................................................................. 9
4.	DETAILS OF THE OFFER ................................................................................................ 10
5.	UPDATE ON ACTIVITIES .............................................................................................. 15
6.	FINANCIAL INFORMATION ........................................................................................ 19
7.	RIGHTS ATTACHING TO OPTIONS AND UNDERLYING SECURITIES ............................. 22
8.	RISK FACTORS ............................................................................................................ 25
9.	ADDITIONAL INFORMATION ...................................................................................... 30
10.	AUTHORITY OF DIRECTORS ......................................................................................... 38
11.	DEFINITIONS ............................................................................................................... 39

1. IMPORTANT NOTES

Shareholders should read this document in its entirety and, if in doubt, should consult their professional advisors.

This Prospectus is dated 12 August 2011 and a copy of this Prospectus was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the content of this Prospectus.

The expiry date of the Prospectus is 13 months after the date it was lodged with the ASIC ( Expiry Date ). No Options will be allotted or issued on the basis of this Prospectus after the Expiry Date.

Applications for Options offered pursuant to the Offer under this Prospectus can only be submitted on an original Entitlement and Acceptance Form which accompanies this Prospectus.

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 such an offer.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

OFFER TO NEW ZEALAND SHAREHOLDERS

The Offer to New Zealand investors are regulated offers made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act and the Corporations Regulations 2001 . In New Zealand, this is Part 5 of the Securities Act 1978 and the Securities (Mutual Recognition of Securities Offerings – Australia) Regulations 2008 .

The Offer and the content of the Prospectus are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act sets out how the Offer must be made.

There are differences in how securities are regulated under Australian law.

The rights, remedies, and compensation arrangements available to New Zealand investors in Australian securities may differ from the rights, remedies, and compensation arrangements for New Zealand securities.

Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to the Offer. If you need to make a complaint about the Offer, please contact the Securities Commission, Wellington, New Zealand. The Australian and New Zealand regulators will work together to settle your complaint.

The taxation treatment of Australian securities is not the same as for New Zealand securities.

If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser.

The Offer may involve a currency exchange risk. The currency for the Options is not New Zealand dollars. The value of the Options will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be

significant. If you expect the Options to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars.

As noted in the Prospectus at Section 4.6, the Company will apply to the ASX for quotation of the Options offered under this Prospectus. If quotation is granted, the Options offered under this Prospectus will be able to be traded on the ASX. If you wish to trade the Options through that market, you will have to make arrangements for a participant in that market to sell the Options on your behalf. As the ASX does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the securities and trading may differ from securities markets that operate in New Zealand.

No person is authorised to give information or to make any representation in connection with this Prospectus which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

TRANSACTION SPECIFIC PROSPECTUS

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

ELECTRONIC PROSPECTUS

Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Entitlement and Acceptance Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company.

2. INVESTMENT OVERVIEW

2.1 Important Notice

This Section is not intended to provide full information for investors intending to apply for Options offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety.

2.2 Summary of the Offer

By this Prospectus, the Company makes a pro-rata non-renounceable entitlement offer to Eligible Shareholders on the basis of one (1) new Option for every two (2) Shares held by Shareholders held on the Record Date at an issue price of $0.01 per Option to raise up to approximately $393,078 before expenses of the Offer.

The Options have an exercise price of $0.25 each, with an expiry date of 1 March 2014, and are otherwise on the terms set out in Section 7.1 of this Prospectus.

The Company will apply for admission of the Options for quotation on the ASX within seven days of the date of the Prospectus.

Further details in relation to the Offer are contained in Section 4 of this Prospectus.

2.3 Timetable and Important Dates*

Lodgement of Prospectus and Appendix 3B with ASIC	12 August 2011
Notice sent to Optionholders	12 August 2011
Notice sent to Shareholders	16 August 2011
Ex Date	17 August 2011
Record Date for determining Shareholder entitlements	23 August 2011
Prospectus despatched to Shareholders	25-26 August 2011
Closing Date of Offer	5.00pm (WST) 23
	September 2011
Securities quoted on a deferred settlement basis	26 September 2011
Notify ASX of under-subscriptions	28 September 2011
Despatch date/Shares entered into Shareholders’ security	4 October 2011
holdings
Trading of Options issued pursuant to the Offer expected	5 October 2011
to commence on ASX

*These dates are indicative only and subject to change. The Company reserves the right, subject to the Corporations Act, the ASX Listing Rules and other applicable laws, to vary the dates of the Offer, including, but not limited to, extending the Closing Date or accepting late applications, either generally or in particular cases, without notifying you. You are encouraged to submit your application as soon as possible. Any extension of the Closing Date will have a consequential effect on the date of the issue of the Options. The Offer does not require the approval of Shareholders.

2.4 Purpose of the Offer

The purpose of the Offer contained in this Prospectus is to meet the commitment made by the Company in its Recompliance Prospectus to make a loyalty offer of Options to Shareholders within 3 months of the Company’s Shares being re-

admitted to quotation on the ASX following its change in nature and scale to include coal exploration and mining ( Loyalty Offer ). The Company’s Shares were re-admitted to quotation on the ASX on 19 April 2011.

The Company undertook to make a Loyalty Offer to Shareholders of one (1) Option for every two (2) Shares held at the Record Date, at an issue price of $0.01 per Option, an exercise price of $0.25 and an expiry date of 1 March 2014, with the Company to seek quotation of the Options on the ASX. The Offer under this Prospectus is on these terms. These Options are on the same terms as 5,500,000 listed Options currently on issue.

2.5 Use of Funds Raised

The Offer will raise approximately $393,078 (before expenses), assuming the Offer is fully subscribed. The proceeds of the Offer are planned to be used in accordance with the table set out below:

Proceeds of the Offer	$
Working Capital	342,881
Expenses of the Offer	50,197
Total	393,078

2.6 Effect on Capital Structure

A comparative table of changes in the capital structure of the Company as a consequence of the Offer is set out below, assuming that the Offer is fully subscribed.

Options	Number
Options on issue at the date of the Prospectus1	7,500,000
Options issued under the Offer (exercisable at $0.25 on or before 1 March 2014)	39,307,784
Total Options on issue after completion of the Offer2	46,807,784

Shares	Number
Shares on issue at date of Prospectus	78,615,568
Shares offered pursuant to the Offer	Nil
Total Shares on issue after completion of the Offer3	78,615,568

Notes:

Comprising 5,500,000 Listed Options exercisable at $0.25 on or before 1 March 2014; 625,000 Unlisted Options exercisable at $0.80 on or before 30 November 2011; 125,000 Unlisted Options exercisable at $0.276 on or before 1 July 2012 and 1,250,000 Unlisted

Options exercisable at a range of prices between $0.40 and $0.80 on or before 31 December 2013.

Assumes the Offer is fully subscribed.
As set out in the Recompliance Prospectus, the Company has agreed to issue up to 37,500,000 Shares, in three separate tranches of 12,500,000 Shares each, to the Blackrock Vendors if certain performance milestones are met. In addition, as set out in Sections 5.3 and 5.4 of this Prospectus, the Company has agreed to issue up to 7,500,000 Shares to Spinifex on completion of the Spinifex Tenement Purchase Agreement and up to 5,000,000 Shares to Demycoal on completion of the Demycoal Tenement Purchase Agreement. The Company also intends (subject to satisfaction of performance hurdles) to issue up to approximately 1,800,000 Shares to Directors under the Company’s Employee Share Scheme ( ESS ). The Company is seeking shareholder approval for the issue of these Shares to related parties at the Company's 2011 Annual General Meeting.

2.7 The Company and its Business Model

The Company has, until recently, been an oil and energy company focused on socially, environmentally and economically sustainable energy. The Company was listed on the ASX on 30 January 2008 (ASX: JAT). The Company has predominantly operated in the sustainable fuel feedstock industry through investments in Jatropha curcas crops in developing countries in Asia (including Vietnam and Indonesia).

In April 2011, the Company underwent a change in nature and scale to include coal exploration and mining. The Company was re-admitted to quotation on the ASX on 19 April 2011.

The Company’s strategic objectives are to:

(a) advance its rights to the Atan Bara Project in East Kalimantan, Indonesia by seeking to fast track production by concluding more detailed exclusive coal mining service and coal offtake agreements with ABS to replace the current Interim Agreement;
(b) satisfy the conditions required to complete the acquisition of an 80% shareholding in CSB, which owns the Katingan Project in Central Kalimantan, Indonesia, and conduct further exploration;
(c) complete the acquisition of the Spinifex Projects in the Galilee and Bowen Basins in Central Queensland, Australia, further explore these tenements to better understand their economic potential and obtain the necessary regulatory approvals, and build the infrastructure, necessary to begin developing the tenements;
(d) complete the acquisition from Demycoal of coal exploration tenements in the Bowen Basin in Queensland, Australia;
(e) continue to develop the Company’s Singapore based Energy Trading Division; and
(f) continue to develop the Company’s existing biofuels business.

2.8 Key Risks

The Directors are of the view that the Options offered under this Prospectus should be considered speculative because of the nature of the Company’s business and that an investment in the Company is subject to a number of risks.

Set out below is a summary of the key risk factors which should be considered before subscribing for Options under this Prospectus. This list is not exhaustive and potential Applicants should examine the contents of this Prospectus and consult their professional advisers before deciding whether to apply for Options.

Full details of risks are set out in Section 8 of this Prospectus.

Risk Area	Risks
Contractual Completion Risks	The Company’s subsidiary, Blackrock, is negotiating an exclusive coal mining service agreement and coal offtake agreement with ABS in relation to the Atan Bara Project to replace the current Interim Agreement. If detailed agreements cannot be finalised, the Company will need to rely on its Interim Agreement with ABS, which may not provide adequate rights to carry out its intended operations over the longer term. This could lead to an adverse impact on the Company’s operating results and its financial performance. The Company’s agreement to acquire an 80% interest in CSB, which owns the Katingan Project, is subject to a number of conditions precedent, as are the Company’s agreements to acquire the Spinifex Projects and the Demycoal Projects. If any conditions for an acquisition are unable to be satisfied, the acquisition may not proceed, which could lead to an adverse impact on the Company’s operating results and its financial performance.

Mining Rights	Mining rights which are granted to Indonesian companies do not constitute a right to the land itself. A mining right holder must settle access to land with local land owners. To the extent that third parties have competing concession rights with respect to the land, agreement must be reached with the competing concession holders. There is no guarantee that successful settlement will be reached in this context. This could lead to an inability to carry out intended operations and impact on the Company’s operating results and its financial performance.

Exploration and Production Risks	The business of coal exploration, project development and production involves inherent risks. Refer to Section 8.2 for details.

Coal marketing and coal prices	In the event that the Company is successful in developing its mining operations, the marketability of its coal production will depend on the quality and tonnage demand from international and domestic markets. Should the market prices for coal fall to uneconomic levels, the financial performance of the Company will be materially adversely affected.

Oil Prices	The Company’s biofuels operations may be impacted by oil price fluctuations. Refer to Section 8.2 for details.

Agriculture	The Company’s biofuel production involves large-scale agricultural plantation operations. The jatropha yield and oil production targets achieved are influenced by weather conditions, the prevalence of diseases or pests, and other typical risks associated with agricultural enterprises. Refer to Section 8.2 for details.

Operating Risks	The current and future operations of the Company, including exploration, appraisal and production activities, may be affected by a range of operating factors, some of which are specific to Indonesian operations. Refer to Section 8.2 for details.

Dependence on Key Personnel	The Company is dependent on its Directors, Chief Executive Officer and Chief Operations Officer, Indonesia, the loss of whose services could materially and adversely affect the Company and impede the achievements of its business objectives.

Greenhouse Gas Emissions	The coal industry is likely to be affected by government regulation and emissions of greenhouse gases, including the Carbon Tax proposed by the Australian government. These may result in the imposition of taxes or other increased costs which may adversely affect the Company in terms of the price it receives for its coal and its financial position and performance.

Dilution	If the performance milestones for the issue of up to 37,500,000 Shares to the Blackrock Vendors (as part consideration for the Company’s acquisition of Blackrock) are satisfied, the Company will issue a substantial number of Shares, which will dilute existing Shareholders. The Company has also conditionally agreed to issue up to a further 7,500,000 Shares to Spinifex and 5,000,000 Shares to Demycoal as part consideration for the acquisition of the Spinifex and Demycoal Projects.

Options	The price of the Company’s Shares will fluctuate depending on numerous factors and may trade at less than the exercise price of the Options.

3. CORPORATE DIRECTORY

Directors

Share Registry*

Mr Ross Kestel Non-Executive Chairman

Dr Philip Hodgson Managing Director and CEO

Mr Thomas Hancock Non-Executive Director

Security Transfer Registrars Pty Ltd 770 Canning Highway APPLECROSS WA 6153

Telephone: +61 (0) 8 9315 2333 Facsimile: +61 (0) 8 9315 2233

Mr Alan Broome Non-Executive Director

Mr Xipeng Li Non Executive Director

Mr Wilton Yao Non Executive Alternate Director for Mr Xipeng Li

Solicitors

Steinepreis Paganin Lawyers and Consultants Level 4, The Read Buildings 16 Milligan Street PERTH WA 6000

Auditor*

Company Secretary

Mr Emmanuel Correia

Registered Office

Grant Thornton Audit Pty Limited Level 17, 383 Kent Street SYDNEY NSW 2000 PO Locked Bag Q800 QVB Post Office SYDNEY NSW 1230

Suite 8, Level 6 55 Miller Street PYRMONT NSW 2009

Telephone: (02) 9571 8300 Facsimile: (02) 9571 8200

Email: [email protected] Website: www.jatenergy.com

Principal Place of Business

Floor 6, Suite 8 55 Miller Street PYRMONT NSW 2009

ASX CODE: JAT

*This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus.

4. DETAILS OF THE OFFER

4.1 Offer

By this Prospectus, pursuant to a pro-rata non-renounceable entitlement issue, the Company offers for subscription one (1) new Option for every two (2) Shares held by Shareholders held on the Record Date at an issue price of $0.01 per Option.

The Options issued will be exercisable at $0.25 on or before 1 March 2014 and the Company will apply for quotation of the Options on the ASX. Refer to Section 7.1 for the full terms of the Options.

Based on the capital structure of the Company at the date of this Prospectus (and assuming no existing Options are exercised prior to the Record Date), the maximum number of Options to be issued pursuant to the Offer is approximately 39,307,784Options to raise approximately $393,078before the expenses of the Offer.

Fractional entitlements will be rounded up to the nearest whole number.

The purpose of the Offer and the use of funds raised are set out in Section 2 of this Prospectus.

Holders of existing Options will not be entitled to participate in the Offer. The Company currently has 7,500,000 Options on issue as at the date of this Prospectus, which Options may be exercised by the Option holder prior to the Record Date in order to participate in the Offer.

4.2 How to Accept the Offer

Your acceptance of the Offer must be made on the Entitlement and Acceptance Form accompanying this Prospectus. Your acceptance must not exceed your Entitlement as shown on that form. If it does, your acceptance will be deemed to be for the maximum Entitlement.

You may participate in the Offer as follows:

(a) if you wish to accept your Entitlement in full :
(i) complete the Entitlement and Acceptance Form, filling in the details in the spaces provided; and
Iii) attach your cheque for the amount indicated on that relevant Entitlement and Acceptance Form; or
(b) if you only wish to accept part of your Entitlement:
(i) fill in the number of Options you wish to accept in the space provided on the Entitlement and Acceptance Form; and
(ii) attach your cheque for the appropriate application monies (at $0.01 per Option); or
(c) if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.

Completed Entitlement and Acceptance Forms and accompanying cheques drawn on an Australian bank or bank draft made payable in Australian currency to “Jatenergy Limited – Option Issue Account” and crossed “Not Negotiable” must be mailed or delivered to one of the following addresses no later than the Closing Date:

Jatenergy Limited Jatenergy Limited C/- Security Transfer Registrars Pty Ltd C/- Security Transfer Registrars Pty Ltd 770 Canning Highway PO Box 535 Applecross WA 6153 Applecross WA 6953 Australia Australia

Alternatively, Applicants may pay via BPAY by following the instructions set out on the Entitlement and Acceptance Form.

Your completed Entitlement and Acceptance Form and cheque must reach the Company’s share registry no later than 5.00pm WST on the Closing Date.

The Offer is non-renounceable. Accordingly, a Shareholder may not sell or transfer all or part of their Entitlement.

4.3 Minimum Subscription

There is no minimum subscription in respect of the Offer.

4.4 Lead Manager and Underwriter

The Offer is not underwritten and a lead broker has not been appointed.

4.5 Shortfall

Any Entitlement not taken up pursuant to the Offer will form the Shortfall.

The offer of any Shortfall Options is a separate offer made pursuant to this Prospectus and will remain open after the Closing Date ( Shortfall Offer ). The issue price of any Shortfall Options shall be $0.01 being the price and terms at which the Entitlement has been offered to Shareholders pursuant to this Prospectus. The Shortfall shall be placed in the absolute discretion of the Directors. The Company reserves the right to allot to an Applicant a lesser number of the Shortfall Options than the number for which the Applicant applies, or to reject an application, or to not proceed with placing the Shortfall Offer.

4.6 Australian Securities Exchange Listing

Application for official quotation by ASX of the Options offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus. If approval is not obtained from ASX before the expiration of 3 months after the date of issue of the Prospectus, (or such period as modified by the ASIC), the Company will not issue any Options and will repay all application monies for the Options within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant official quotation to the Options is not to be taken in any way as an indication of the merits of the Company or the Options now offered for subscription.

4.7 Allotment of Options

Options issued pursuant to the Offer will be allotted as soon as practicable after the Closing Date. The Company will allot the Options on the basis of a Shareholder’s Entitlement. Where the number of Options issued is less than the number applied for, or where no allotment is made, surplus application monies will be refunded without any interest to the Applicant as soon as practicable after the Closing Date.

Options issued pursuant to the Shortfall Offer will be allotted on a progressive basis. Where the number of Options issued is less than the number applied for, or where no allotment is made, surplus application monies will be refunded without any interest to the Applicant as soon as practicable after the closing date of the Shortfall Offer.

Pending the allotment and issue of the Options or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

Holding statements for Options under the Offer will be mailed as soon as possible after the Closing Date and for Options issued under the Shortfall Offer as soon as practicable after their issue.

4.8 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

The Company will not be issuing Option certificates. The Company participates in the CHESS and, in accordance with the ASX Listing Rules and the ASX Settlement Operating Rules, will maintain an electronic CHESS sub-register and an electronic issuer sponsored sub-register. CHESS is operated by ASX Settlement Pty Limited, a wholly owned subsidiary of ASX Limited, in accordance with the ASX Listing Rules and the ASX Settlement Operating Rules.

Investors who have, or wish to have, a sponsoring stockbroker, will have their Options registered on the CHESS sub-register. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company and have their Options registered on the issuer sponsored sub-register.

Under CHESS, the Company will not issue Option certificates to investors. Instead, investors will receive a holding statement (similar to a bank account statement) that sets out the number of Options allotted to them under this Prospectus. The notice will also advise holders of their unique Holder Identification Number (in the case of a holding on the CHESS sub-register) ( HIN ) or Security Holder Reference Number (in the case of a holding on the issuer sponsored sub-register) ( SRN ) and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Because the sub-registers are electronic, ownership of Options can be transferred without having to rely upon paper documentation.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

4.9 Overseas Shareholders

This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of Options these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offer is not being extended and Options will not be issued to Shareholders with a registered address which is outside Australia or New Zealand.

Shareholders resident in New Zealand should consult their professional advisors as to whether any government or other consents are required, or other formalities need to be observed, to enable them to exercise their Entitlements under the Offer.

4.10 Taxation Implications

The Directors do not consider that it is appropriate to give Applicants advice regarding the taxation consequences of applying for Options under this Prospectus, as it is not possible to provide a comprehensive summary of the possible taxation consequences. The Company, its advisers and officers, do not accept any responsibility or liability for any taxation consequences to Applicants. Potential Applicants should, therefore, consult their own professional tax adviser in connection with the taxation implications of the Options offered pursuant to this Prospectus.

4.11 Privacy Act

If you complete an application for Options, you will be providing personal information to the Company (directly or by the Company’s share registry). The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your Options in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company’s share registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its share registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Options, the Company may not be able to accept or process your application.

4.12 Enquiries

Any questions concerning the Offer should be directed to Mr Emmanuel Correia on (02) 9571 8300.

5. UPDATE ON ACTIVITIES

Since the Company lodged its Recompliance Prospectus with the ASX on 14 March 2011, the Company has completed the acquisition of Blackrock and its Shares have been restated to quotation on the ASX.

The Company has released announcements to the ASX as required by ASX continuous disclosure rules in relation to material events since the date of its reinstatement. Section 9.1 of this Prospectus lists those announcements.

5.1 Projects

The following provides a summary of the status of the Company’s projects as disclosed to the ASX.

The Company announced on 20 June 2011 that it had executed formal agreements in relation its acquisition of coal exploration permits and permit applications in the Bowen and Galilee Basins in Queensland. Further details of the transactions are included in Sections 5.3 and 5.4 below.

The Company announced on 31 May 2011 that its board had approved several significant strategic initiatives to advance its new dual energy strategy, including the rapid development of the Atan Bara coal mine in East Kalimantan, Indonesia, and the appointment of an experienced coal Chief Operating Officer to its Indonesian operations. It reported that:

(a) the Atan Bara mine is expected to be in commercial production of high quality thermal coal before the end of 2011, with an intended monthly production capacity of over 20,000 tonnes and a mine life of up to 2-3 years;
(b) the Company is seeking similar coal development opportunities in Indonesia so as to boost the company’s near-term cash generating capacity; and
(c) the Company has appointed an experienced coal industry executive, Mr Chris Flanagan, as Jatenergy’s Chief Operations Officer, Indonesia, to oversee its Indonesian coal activities. Mr Flanagan is a well credentialed coal industry executive, having lived in Indonesia and worked in the Indonesian coal industry for the past 6 years, and having more than 30 years’ experience in South Africa, Ghana, the UK and Australia.

The Company continues to seek capital to expand its jatropha plantations in Indonesia.

5.2 New Material Contracts

Since the Company lodged its Recompliance Prospectus with the ASX on 14 March 2011, it has entered into the following material contracts, as disclosed to the ASX.

5.3 Spinifex Tenement Purchase Agreement

On 20 June 2011, the Company entered into an agreement with Spinifex Rural Management Pty Ltd ( Spinifex ) under which Spinifex agreed to sell to the Company Coal Exploration Permits EPC 2101 and EPC 1959 ( Granted Tenements ) and Coal Exploration Permit Applications EPCA 2020, EPCA 1988, EPCA 2166,

EPCA 2102 and EPCA 2001 ( Tenement Applications ) ( Spinifex Tenement Purchase Agreement ).

As consideration for the purchase, the Company has agreed:

(a) to pay Spinifex a deposit of $20,000 (at the date of this Prospectus this payment has been made);
(b) upon completion of the acquisition of the Granted Tenements by the Company:
(i) to pay Spinifex $100,000;
(ii) to issue Spinifex 3,500,000 Shares in the Company; and
(iii) to grant Spinifex a royalty of 1.5% of gross revenue (less costs of mining and washing on site) earned from the sale or disposal of coal by the Company from the areas covered by the Granted Tenements and the Tenement Applications ( Royalty ); and
(c) upon conversion of the Tenement Applications into tenements and acquisition by the Company:
(i) to pay Spinifex a total of $120,000; and
(ii) to issue Spinifex a total of 4,000,000 Shares in the Company.

The acquisition of the Tenement Applications will occur progressively, with the consideration being apportioned.

The Spinifex Tenement Purchase Agreement is conditional upon the satisfaction or waiver of several conditions precedent including:

(a) in the case of acquisition of the Tenement Applications, the grant of tenements out of those applications by the Minister;
(b) the consent of the Minister to any necessary transfer;
(c) the Company completing due diligence enquires to the satisfaction of the Company; and
(d) the execution of the Tenement Purchase Agreement between the Company and Demycoal Pty Ltd (this condition has been satisfied).

The Company has a right to terminate the Spinifex Tenement Purchase Agreement in respect of Granted Tenements if relevant conditions were not satisfied by 11 August 2011. As at the date of this Prospectus, the Minister’s consent is still pending. The Company anticipates completing the acquisition of the Granted Tenements upon receipt of the Minister’s consent, but has reserved its right to terminate in the event this consent is not forthcoming.

If the relevant conditions are not satisfied in respect of a Tenement Application by 28 February 2012, the Company may terminate the Spinifex Tenement Purchase Agreement in respect of the Tenement Applications.

The Company has agreed to appoint Paul Byrne as a nominee director of the Company on or before the last Tenement Application is acquired (with Peter Zeigler as his alternative director), subject to:

(a) the Company issuing 7,500,000 Shares to Spinifex (ie that the Spinifex Tenement Purchase Agreement fully completes);
(b) Company shareholders approving any necessary re-appointment; and
(c) the Company retaining at least 50% of the tenements and Spinifex retaining at least 50% of the Shares issued to it as consideration.

The Royalty also provides that, in the event the Company sells an interest in a Tenement, the Company must pay Spinifex 15% of the net proceeds of the sale, with the royalty ceasing to apply to any interest sold.

5.4 Demycoal Tenement Purchase Agreement

On 20 June 2011, the Company entered into an agreement with Demycoal Pty Ltd ( Demycoal ) pursuant to which Demycoal agreed to sell to the Company Coal Exploration Permit Applications EPCA 2117, EPCA 2152 and EPCA 2153 ( Tenement Applications ) ( Demycoal Purchase Agreement ).

As consideration for the purchase, the Company has agreed:

(a) to pay Demycoal a deposit of $10,000;
(b) upon completion of the Demycoal Purchase Agreement:
(i) to pay Demycoal $90,000; and
(ii) to issue Demycoal 5,000,000 Shares in the Company; and
(iii) to grant Demycoal a royalty of 1.5% of gross revenue (less costs of mining and washing on site) earned from the sale or disposal of coal by the Company from the areas covered by the Tenement Applications ( Royalty ).

The Demycoal Purchase Agreement is conditional upon the satisfaction or waiver of several conditions precedent including:

(a) the Company completing due diligence enquires to the satisfaction of the Company;
(b) the grant of the Tenement Applications by the Minister;
(c) consent of the Minister to the transfer of the tenements to the Company once the Tenement Applications are granted; and
(d) the execution of the Tenement Purchase Agreement between the Company and Spinifex Rural Management Pty Ltd (this condition has been satisfied).

The acquisition of the Tenement Applications will occur progressively, with the consideration being apportioned.

If the relevant conditions are not satisfied in respect of a Tenement Application by 28 February 2012, the Company may terminate the Demycoal Tenement Purchase Agreement in respect of the Tenement Applications.

The Royalty also provides that, in the event the Company sells an interest in a Tenement, the Company must pay Demycoal 15% of the net proceeds of the sale, with the royalty ceasing to apply to any interest sold.

5.5 Services Agreement - Chris Flanagan

On 1 April 2011, the Company entered into a service agreement with Mr Chris Flanagan to act as Chief Operating Officer – Jatenergy Indonesian Coal Operations.

Mr Flanagan will be paid a salary of US$108,000 for 24 hours work per week.

The agreement is for a period of six months commencing on 1 April 2011 and expiring on 30 September 2011, unless terminated earlier.

Under the Company’s Employee Share Scheme, Mr Flanagan, as Chief Operating Officer, will be entitled to performance based incentives. Mr Flanagan will be entitled to receive approximately 300,000 Shares and a cash bonus of up to $60,000 if he satisfies all Key Performance Indicators ( KPIs ).

5.6 Iceland Nominees Limited Deed

The Company intends to execute a Deed on or about 15 August 2011 with Iceland Nominees Ltd ( Iceland ) ( Deed ).

The Deed is related to the Company’s recent acquisition of Blackrock Resources Pty Ltd ( Blackrock ) of which Iceland was one of the Vendors. This transaction is governed by the Share Sale Agreement executed between Jatenergy Limited, Blackrock and the Blackrock Vendors and described in the Company’s Recompliance Prospectus.

The Deed is required as part of the completion of the acquisition by Blackrock of PT Coal Soil Brik, in which part of the consideration entails a cash payment of US$80,000 to one of the shareholders of PT CSB, Mrs Tamir, who is an associate of Iceland. Iceland has agreed to the cancellation of an equivalent value of Jatenergy Limited Shares currently held by it or, at the discretion of the Company, to waive its entitlement to an equivalent value of Performance Shares in Jatenergy Limited Shares should such an entitlement become due under the Share Sale Agreement.

6. FINANCIAL INFORMATION

Set out below is:

(a) an unaudited consolidated statement of financial position of the Company as at 30 April 2011; and
(b) an unaudited pro-forma consolidated statement of financial position of the Company as at 30 April 2011 incorporating the effect of the Offer.

These have been prepared on the basis of the accounting policies normally adopted by the Company and reflect the changes to its financial position. They have been prepared on the assumption that all Options pursuant to the Offer in this Prospectus are issued.

The unaudited consolidated statements of financial position have been prepared to provide Shareholders with information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company as noted below. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

Unaudited Consolidated Statement of Financial Position and Unaudited Pro-Forma Consolidated Statement of Financial Position as at 30 June 2011

Unaudited as at 30 April 2011 Notes $’000	Unaudited as at 30 April 2011 Notes $’000	Pro forma as at 30 April 2011 $’000
ASSETS CURRENT ASSETS Cash and cash equivalents 1,2,3 Trade and other receivables 3 Other assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Other financial assets Trade and other receivables Plant and equipment Intangible assets Exploration and evaluation expenditure 4 TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables TOTAL CURRENT LIABILITIES CURRENT LIABILITIES Borrowings TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 5 Non-controlling interest Reserves 2 Accumulated losses 3 TOTAL EQUITY	4,978 113 45 5,136 306 955 18 - - 1,279 6,415 612 612 - - 612 5,803 20,557 39 337 (15,130) 5,803	5,118 117 239
		5,474
		306 - 18 5,845 200
		6,369
		11,843
		623
		623
		146
		146
		769
		11,074
		25,485 39 730 (15,180)
		11,074

Explanation of the pro forma transactions

1) the cash payment of $0.2 million to the vendors of Spinifex Rural Management Pty Ltd in consideration for 2 EPC’s located in the Galilee Basin in North Queensland in accordance with the signed letter of intent dated 8 February 2011;
2) the issue of 39,307,784 loyalty options at an issue price of $0.01 each amounting to $0.39 million;
3) expenses associated with the offer (including advisory, legal, accounting and administrative fees as well as printing and other expenses), estimated to be $54,000 (inclusive of GST). An amount of $50,000 has been charged against accumulated losses;
4) Recognition of the fair value attributed to the acquisition of the coal mining and exploration tenements acquired as a consequence of the acquisition of Blackrock Resources Pty Ltd and its controlled subsidiaries and other consolidation elimination adjustments; and
5) the issue of 24,640,000 fully paid ordinary shares at $0.20 each amounting to $4.9 million to the vendors of Blackrock Resources Pty Ltd in consideration for a 100% interest in Blackrock Resources Pty Ltd and its controlled entities in accordance with the agreement for the sale or shares dated 25 February 2011.

A deferred tax asset has not been recognised in respect of the carried forward tax losses and offer costs due to the uncertainty of future economic benefits being derived.

7. RIGHTS ATTACHING TO OPTIONS AND UNDERLYING SECURITIES

7.1 Rights Attaching to Options

The Options entitle the holder to subscribe for Shares on the following terms and conditions.

(a) Each option entitles the holder to subscribe for and be allotted one Share on exercise of the Option and payment of the exercise price.
(b) Each Option is exercisable at $0.25 during the period between the date of issue of the Option and 5.00pm (Sydney time) on 1 March 2014.
(c) The holder of the Option may at any time during the exercise period give an exercise notice to the Company requiring the Company to issue Shares on exercise of the Options, accompanied by payment of the exercise price for each Option exercised.
(d) On exercise of Options, the Company must allot to the holder the number of Shares for which the Options are exercised within 10 Business Days of receipt of the exercise notice.
(e) If Shares are quoted on ASX at the time the Options are exercised, the Company will apply to the ASX for quotation of the Shares issued on exercise of the Options within 10 Business Days of the allotment of those Shares.
(f) A holder cannot participate in a new issue of securities in the Company without first exercising the Options. Holders who exercise their Options before the applicable record date for a new issue will be entitled to participate in the new issue.
(g) If there is a bonus issue to the holders of Shares in the Company, the number of Shares over which each Option is exercisable will be increased by the number of Shares that the Holder would have received under the bonus issue if the Option had been exercised before the record date for the bonus issue.
(h) Except as expressly set out in the terms, an Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.
(i) In the event of any reorganisation including subdivision, consolidation, reduction, return or cancellation of the issued capital of the Company on or prior to the Expiry Date, the rights of the holder of the Options will be changed to the extent necessary to comply with the applicable ASX Listing Rules governing reorganisations in force at the time of the reorganisation.
(j) Subject to compliance with the ASX Listing Rules, the Company will apply for official quotation of Options on ASX.
(k) Shares allotted on exercise of Options will rank equally in all respects with all other issued Shares from the date of allotment and will be held subject to the Constitution of the Company.

7.2 Rights Attaching to Shares (being the underlying securities)

The following is a summary of the more significant rights and liabilities attaching to Shares. Full details of the rights attaching to Shares are set out in the Company’s Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

The rights, privileges and restrictions attaching to Shares can be summarised as follows:

(a) Notice of Meetings

Each Shareholder is entitled to receive notice of general meetings of the Company. Shareholders are entitled to be present in person, or by proxy, attorney or representative to speak or to vote at general meetings of the Company or to join in demanding a poll. Shareholders may requisition general meetings in accordance with the Corporations Act.

(b) Voting

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at a general meeting of shareholders or classes of shareholders, on a show of hands, every person present who is either a member, a proxy, an attorney or a representative of a Shareholder has one vote. At the taking of a poll, every Shareholder present in person or by proxy, attorney or representative has one vote for each Share held.

(c) Dividends

The Directors may from time to time authorise and pay dividends out of the profits of the Company. Dividends are payable in proportion to the number of Shares held by Shareholders.

(d)

Winding Up

If the Company is wound up, the liquidator may, with the sanction of a special resolution, divide among the Shareholders the whole or any part of the property of the Company. The liquidator may also, with the sanction of a special resolution, vest the whole or any part of the property in a trustee on trust for Shareholders.

(e) Transfer of Shares

A Shareholder may transfer Shares by a written transfer or by a transfer effected under a computerised or electronic system recognised by the Listing Rules or by the Corporations Act. The Directors may refuse to register a transfer of Shares where the Listing Rules permit the Company to do so. On any refusal to register a transfer of Shares, the Company must give written notice to the transferee and the reasons for the refusal.

(f) Variation of Rights

Pursuant to Section 246B of 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.

(g) Allotment of Shares

The Directors may, subject to the Constitution, allot new Shares with such terms and conditions as they think fit.

8. RISK FACTORS

8.1 Introduction

Set out below is a summary of the risk factors which should be considered before subscribing for Options under this Prospectus. This list is not exhaustive and potential Applicants should examine the contents of this Prospectus and consult their professional advisers before deciding whether to apply for Options.

8.2 Risks Specific to the Company

Risk Area	Risks
Contractual Completion Risks	The Company’s subsidiary, Blackrock, is negotiating an exclusive coal mining service agreement and coal offtake agreement with ABS in relation to the Atan Bara Project to replace the current Interim Agreement. If these more detailed agreements cannot be finalised the Company will need to rely on its Interim Agreement with ABS, which may not provide adequate rights to carry out its intended operations over the longer term. This could lead to an adverse impact on the Company’s operating results and its financial performance. The Company’s agreement to acquire an 80% interest in CSB, which owns the Katingan Project, is subject to a number of conditions precedent, as are the Company’s agreements to acquire the Spinifex Projects and the Demycoal Projects. If any conditions for an acquisition are unable to be satisfied, the acquisition may not proceed, which could lead to an adverse impact on the Company’s operating results and its financial performance.

Mining Rights	Mining rights which are granted to Indonesian companies do not constitute a right to the land itself. A mining right holder must settle access to land with local land owners. To the extent that third parties have competing concession rights with respect to the land, agreement must be reached with the competing concession holders. There is no guarantee that successful settlement will be reached in this context. This could lead to an inability to carry out intended operations and impact on the Company’s operating results and its financial performance.

Exploration and Production Risks	The business of coal exploration, project development and production involves inherent risks. Success depends on the successful exploration, appraisal, design and construction of efficient recovery and processing facilities, competent operational and managerial performance, and efficient distribution and marketing services. Exploration is a speculative endeavour and production operations can be hampered by engineering difficulties, cost overruns, inconsistent recovery rates and other unforeseen events.

	There can be no assurance that the Company’s planned exploration, project development and production activities will be successful. The outcome of the Company’s exploration, project development and production programs will affect the future performance of the Company and the price of its Shares.
Coal marketing and coal prices	In the event that the Company is successful in developing its mining operations, the marketability of its coal production will depend on the quality and tonnage demand from international and domestic markets. If the Company fails to secure contracts to sell its coal or the Company does not satisfy conditions in any offtake agreements, this may adversely affect the financial conditions and performance of the Company. The prices the Company receives for its coal are subject to market forces that are beyond the control of the Company. While the Company monitors the stability and trends of market prices closely and, where possible, has and will negotiate agreements to reflect the movements in market prices and maintain underlying profit margins, should the market prices for coal fall to uneconomic levels, the financial performance of the Company will be materially adversely affected.

Oil prices	There is a relationship between the crude oil and vegetable oil prices and prices achieved for crude jatropha oil (CJO). The Company’s biofuels operations may therefore be impacted by oil prices fluctuations. The Company manages this risk by establishing offtake agreements, which set a price floor at an economic level. In the event that the crude oil and vegetable oil prices remains low for an extended period, the Company will be materially adversely affected in its ability to execute new offtake agreements with commercially viable terms.

Agriculture	The Company’s biofuel production involves large-scale agricultural plantation operations. The jatropha yield and oil production targets achieved are influenced by weather conditions, the prevalence of diseases or pests, and other typical risks associated with agricultural enterprises. Adverse weather conditions may significantly negatively impact the oil yields achieved, although the Company selects plantation areas based on those most suited to commercial jatropha production, including the climactic conditions. The Company has a pest and diseases management strategy, and the jatropha plantations are routinely monitored for any such outbreaks.

Operating risks	The current and future coal operations of the Company, including exploration, appraisal and possible production activities, may be affected by a range of factors, including: (a) adverse geological conditions; (b) limitations on activities due to seasonal weather patterns and cyclone activity; (c) unanticipated operational and technical difficulties

==> picture [88 x 369] intentionally omitted <==

encountered in seismic survey, drilling and production activities;

(d) mechanical failure of operating plant and equipment;
(e) industrial and environmental accidents, industrial disputes and other force majeure events;
(f) unavailability of aircraft or drilling equipment to undertake airborne electromagnetic and other geological and geophysical investigations;
(g) unexpected shortages or increases in the costs of labour, consumables, spare parts, plant and equipment; and
(h) inability to obtain necessary consents or approvals.

Indonesia, from time to time, experiences economic, social and political volatility. As a result, the Company’s operations may be impacted by currency fluctuations, political reforms, changes in Indonesian government policies and procedures, civil unrest, social and religious conflict and deteriorating economic conditions. The likelihood of any of these changes, and their possible effects, if any, cannot be determined by the Company with any certainty at the present time, but they may include disruption, increased costs and, in some cases, total inability to establish or to continue to operate mining exploration or development activities.

	Regulatory		Actions by governments in Australia, Indonesia and other
	Risk		countries in which the Company operates, including in relation
			to land access and infrastructure, environmental regulation,
			taxation and royalties, may adversely affect the Company’s
			ability to carry out its operations and its financial performance.
			While the Company is familiar with the applicable regulatory
			regimes, these regimes may change and, in some countries such
			as Indonesia, may not be enforced consistently. The introduction
			of a Mineral Resources Rent Tax in Australia, if it occurs, may
			have a negative impact on the Company.
	Greenhouse		The coal industry is likely to be affected by government
	Gas Emissions		regulation and emissions of greenhouse gases including the
			Carbon Tax proposed by the Australian government. These may
			result in the imposition of taxes or other increased costs which
			may adversely affect the Company in terms of the price it
			receives for its coal and its financial position and performance.
	Environmental		The Company’s operations will be subject to various
	Risk		environmental laws and are anticipated to have an impact on
			the environment, as do most mining projects. It is the Company’s
			intention to carry out its operations to the highest standards of
			environmental obligation, including compliance with all
			applicable environmental laws.
			The Company may become liable for the environmental impact
			ofprevious owners of anytenements that the Company

==> picture [88 x 154] intentionally omitted <==

acquires. As a result, substantial liability to third parties or government agencies may be incurred, which could adversely affect the Company’s financial performance.

Approximately eighty percent (80%) of the area of Spinifex Tenement EPCA 1988 is noted as a proposed nature refuge, while approximately ten percent (10%) of EPCA 2020 is a declared nature refuge. These two tenements may also be affected by the proposed Cooper Basin Wild River area. The Company’s proposed activities on these tenements may be adversely affected as a result of these designations.

	acquires. As a result, substantial liability to third parties or government agencies may be incurred, which could adversely affect the Company’s financial performance. Approximately eighty percent (80%) of the area of Spinifex Tenement EPCA 1988 is noted as a proposed nature refuge, while approximately ten percent (10%) of EPCA 2020 is a declared nature refuge. These two tenements may also be affected by the proposed Cooper Basin Wild River area. The Company’s proposed activities on these tenements may be adversely affected as a result of these designations.	acquires. As a result, substantial liability to third parties or government agencies may be incurred, which could adversely affect the Company’s financial performance. Approximately eighty percent (80%) of the area of Spinifex Tenement EPCA 1988 is noted as a proposed nature refuge, while approximately ten percent (10%) of EPCA 2020 is a declared nature refuge. These two tenements may also be affected by the proposed Cooper Basin Wild River area. The Company’s proposed activities on these tenements may be adversely affected as a result of these designations.
Dependence on Key Personnel		The Company is dependent on its Directors, its Chief Executive Officer and Chief Operating Officer – Jatenergy Indonesian Coal Operations, the loss of whose services could materially and adversely affect the Company and impede the achievements of its business objectives. There can be no assurance that the Company will be able to attract or retain sufficiently qualified personnel on a timely basis or retain its key management personnel.

Additional Requirements for Capital		Depending on the Company’s ability to generate income from its operations, the Company may require further financing in addition to amounts raised by the Offer to carry out its business objectives. Any additional equity financing will dilute shareholdings. In addition, any new acquisition or investment is likely to involve the issue of securities in the Company to the vendors of the project and other parties involved in the transaction which will also dilute the interests of Shareholders at that time. Debt financing, if available, may involve restrictions on financing and operating activities No assurance can be given that future funding will be available to the Company on favourable terms, or at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce or scale back its activities.

Dilution		If the performance milestones for the issue of up to 37,500,000 Shares to the Blackrock Vendors (as part consideration for the Company’s acquisition of Blackrock) are satisfied, the Company will issue a substantial number of Shares, which will significantly dilute existing Shareholders. The Company has also conditionally agreed to issue up to a further 7,500,000 Shares to Spinifex and 5,000,000 Shares to Demycoal as part consideration for the acquisition of the Spinifex and Demycoal Projects.

Options		The price of the Company’s Shares will fluctuate depending on numerous factors and may trade at less than the exercise price of the Options.

Economic Risks	General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration, development and production activities, as well as on the Company’s ability to fund those activities.

8.3 Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Options offered under this Prospectus.

Therefore, the Options to be issued pursuant to this Prospectus carry no guarantee with respect to the market value of those securities.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Options under this Prospectus.

9. ADDITIONAL INFORMATION

9.1 Continuous Disclosure

This Prospectus is a “transaction specific prospectus”. In general terms, a “transaction specific prospectus” is only required to contain information in relation to the effect of the issue of securities on the Company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and 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 is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 12 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act states that:

(a) it is subject to regular reporting and disclosure obligations;
(b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in Section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and
(c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:
(i) the annual financial report most recently lodged by the Company with ASIC;
(ii) any half-year financial report lodged by the Company with the ASIC after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with ASIC; and
(iii) any continuous disclosure documents given by the Company to ASX in accordance with the ASX Listing Rules as referred to in Section 674(1) of the Corporations Act after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with ASIC.

Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company during normal office hours.

Details of documents lodged with ASX since the date of lodgement of the Company’s latest annual financial report and before the lodgement of this Prospectus with ASIC are set out in the table below.

Date	Description of Announcement
04/08/2011	Appendix 3B
28/07/2011	App 4C June 2011 and Coal Activity Update
18/07/2011	JAT Loyalty Option Issue Update
15/07/2011	Updated Emerging Coal Producer Presentation
11/07/2011	JAT Emerging Coal Producer Presentation
11/07/2011	Boardroom Radio - JAT Emerging Coal Producer
11/07/2011	JAT Emerging Coal Producer Presentation
11/07/2011	Boardroom Radio - JAT Emerging Coal Producer
29/06/2011	JAT Update Presentation June 2011
20/06/2011	Full Agreements Signed for Queensland Coal Acquisition
31/05/2011	Fast Track of Indonesian Coal Development Plans
23/05/2011	Boardroom Radio Interview
19/05/2011	Expanded Queensland Coal Acquisition
16/05/2011	Appendix 3Y - Change in Directors Interest
16/05/2011	Appendix 3Y - Change in Directors Interest
02/05/2011	Initial Substantial Shareholder Notice
02/05/2011	Initial Substantial Shareholder Notice
28/04/2011	Appendix 4C Qtr Ended 31 March 2011
21/04/2011	Form 604 Change in Substantial Holding
19/04/2011	Board Room Radio Interview
18/04/2011	Appendix 3X - Initial Director Interest
18/04/2011	Appendix 3X - Initial Director Interest
18/04/2011	Appendix 3X - Initial Director Interest
15/04/2011	Reinstatement to Official List and Director Appointments

15/04/2011	Appendix 3Y - Change in Directors Interest
15/04/2011	Appendix 3Y - Change in Director Interest
15/04/2011	Appendix 3Y - Change in Director Interest
15/04/2011	ASX Circular: Reinstatement to Official Quotation
15/04/2011	Statement of Escrowed Securities
15/04/2011	Top 20 Optionholders and Distribution Schedule
15/04/2011	Top 20 Shareholders and Distribution Schedule
15/04/2011	Pre Quotation Completion Matters and Project Updates
14/04/2011	Appendix 1A
12/04/2011	Appendix 3B
12/04/2011	Transaction and Relisting Update
25/03/2011	Close of Public Offer and Appendix 3B
15/03/2011	JAT Replacement Prospectus
08/03/2011	App 3B - Recompliance with Chapters 1 and 2 of Listing Rules
07/03/2011	Jatoil Prospectus March 2011
28/02/2011	Appendix 4D - Interim Financial Statements 31 Dec 2010
10/02/2011	Suspension from Official Quotation
10/02/2011	Results of General Meeting to Consider Blackrock Acquisition
09/02/2011	JAT Investor Presentation
09/02/2011	Boardroom Radio Interview - Queensland Coal Assets
08/02/2011	JAT to Acquire Queensland Coal Assets
04/02/2011	JAT Establishes Energy Trading Business
03/02/2011	Biofuel Production Passes 200 Tonnes
02/02/2011	Timetable Clarification
01/02/2011	Timetable Update - Blackrock Resources Acquisition
27/01/2011	Appendix 4C Qtr Ended 31 Dec 2010
07/01/2011	Notice of General Meeting of Shareholders
04/01/2011	Appendix 3B - Option Expiry

12/2010	Blackrock Resources Acquisition Update
13/12/2010	Appendix 3B - Strategic Investor Placement
13/12/2010	Chinese Investor Becomes Cornerstone Shareholder
09/12/2010	Trading Halt
07/12/2010	Jatoil Share Trading Policy
01/12/2010	Corrected App 3Y - Change in Director Interest
01/12/2010	Corrected App 3Y - Change in Director Interest
01/12/2010	App 3B - Previous App 3B on 1 Dec 2010 Incorrect
01/12/2010	Appendix 3Y - Change in Director Interest
01/12/2010	Appendix 3Y - Change in Director Interest
01/12/2010	Appendix 3B - Option Expiry
17/11/2010	Boardroom Radio Interview
16/11/2010	Appendix 3Z - Final Director Interest
16/11/2010	Results of 2010 AGM
16/11/2010	2010 AGM Shareholder Presentation
08/11/2010	Jatoil Newsletter November 2010
28/10/2010	Appendix 4C Qtr Ended 30 September 2010
15/10/2010	Notice of 2010 Annual General Meeting
11/10/2010	Board Room Radio Interview
07/10/2010	Jatoil to Commence Regular Biofuel Output

ASX maintains files containing publicly available information for all listed companies. The Company’s file is available for inspection at ASX during normal office hours.

The announcements are also available through the Company’s website www.jatenergy.com.

9.2 Directors’ interests

Other than as set out below or elsewhere in this Prospectus, no Director nor any firm in which such a Director is a partner, has or had within 2 years before the lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer pursuant to this

Prospectus; or

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any Director or to any firm in which any such Director is a partner, either to induce him to become, or to qualify him as, a Director or otherwise for services rendered by him or by the firm in connection with the formation or promotion of the Company or Offer pursuant to this Prospectus.

The interests of the Directors (either held directly, held by entities controlled by them or held by entities of which they are directors) in securities of the Company as at the date of this Prospectus is set out below[1] .

as at the date of this	Prospectus is set	out below1.
Name	Shares	Options	Entitlement to Options under Offer
Mr Ross Kestel	Nil	125,0002	Nil
Dr Phil Hodgson	97,803	1,375,0003	48,902
Mr Tom Hancock	166,553	125,0004	83,277
Mr Alan Broome	Nil	Nil	Nil
Mr Xipeng Li	13,411,222	500,0005	6,705,611
Mr Wilton Yao	Nil	Nil	Nil

Notes:

Each of the Directors reserves the right to subscribe for their Entitlement under the Offer either in whole or in part.
125,000 Director Options exercisable at $0.80 each on or before 30 November 2011.
125,000 Incentive Options exercisable at $0.276 each on or before 1 July 2012 and 1,250,000 Incentive Options exercisable between $0.40 and $0.80 each on or before 31 December 2013. Options subject to pre defined vesting criteria.
125,000 Director Options exercisable at $0.80 each on or before 30 November 2011.
Options exercisable at $0.25 each on or before 1 March 2014.

9.3 Remuneration

The Constitution of the Company provides that the non-executive Directors may be paid for their services as Directors, a sum not exceeding such fixed sum per annum as may be determined by the Company in general meeting (currently set at $350,000), to be divided among the Directors and in default of agreement then in equal shares.

The Company paid to the Directors a total of $368,500 the year ended 30 June 2010, $473,043 for the year ended 30 June 2011, and $43,672 for the year to date commencing 1 July 2011, by way of remuneration for services provided by the

Directors, companies associated with the Directors or their associates in their capacity as directors, as set out below.

Directors, companies associated with the directors or their associates are also reimbursed for all reasonable expenses properly incurred in the course of conducting their duties which include, but are not in any way limited to, out of pocket expenses, travelling expenses, disbursements made on behalf of the Company and other miscellaneous expenses.

Director Remuneration	Financial Year Ending 30/06/2010	Financial Year Ending 30/06/2011	Current Financial Year
Mr Ross Kestel	$50,000	$81,670	$7,267
Dr Phil Hodgson	$264,000	$305,513	$22,500
Mr Tom Hancock	$54,500	$58,860	$4,905
Mr Alan Broome	N/A	$13,500	$4,500
Mr Xipeng Li	N/A	$nil	$nil
Mr Wilton Yao	N/A	$13,500	$4,500
TOTAL	$368,500	$473,043	$43,672

9.4 Interests of Experts and Advisers

Other than as set out below or elsewhere in this Prospectus, no expert, underwriter, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, nor any firm in which any of those persons is or was a partner, nor any company with which any of those persons is or was associated, has or had within 2 years before the lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company; or
(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer of Options pursuant to this Prospectus; or
(c) the Offer of Options pursuant to this Prospectus,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any expert, underwriter, promoter or any other 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, or to any firm in which any of those persons is or was a partner, or to any company with which any of those persons is or was associated, for services rendered by that person, or by the firm or the company, in connection with the formation or promotion of the Company or the Offer pursuant to this Prospectus.

Steinepreis Paganin act as solicitors to the Company. Steinepreis Paganin will be paid approximately $15,000 for services in relation to this Prospectus.

9.5 Consents

Each of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section; and
(b) to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.

Grant Thornton Audit Pty Ltd has given its written consent to being named as auditor to the Company in this Prospectus and has not withdrawn its consent prior to lodgement of this Prospectus with ASIC.

Steinepreis Paganin has given its written consent to being named as the solicitors to the Company in this Prospectus and has not withdrawn its consent prior to lodgement of this Prospectus with ASIC.

9.6 Legal Proceedings

There is no litigation, arbitration or proceedings pending against or involving the Company as at the date of this Prospectus.

9.7 Related Party Arrangements

As announced to the ASX, the Company has recently carried out a two stage placement of Shares to Sheng Run Holdings Group (Australia) Pty Ltd ( Sheng Run ), as approved by Shareholders. Under the terms of the heads of agreement governing the placement ( HOA ), Sheng Run was entitled to appoint one director to the Company, being Mr Xipeng Li ( Mr Li ), who controls Sheng Run.

Under the HOA, Sheng Run has a first right of refusal, within a period of 60 days from receipt of notice from the Company, to enter into a joint venture with the Company (or its related bodies corporate) with regard to the development of the coal projects and jatropha projects of the Company within Indonesia or to otherwise acquire an interest in those projects. This right continues for a period of 36 months commencing from the date of the HOA (being 3 December 2010), and is conditional on Sheng Run maintaining 50% of the Shares issued to it under the Placement and any necessary shareholder approvals being obtained.

9.8 Estimated Expenses of Offer

In the event that the Offer is fully subscribed, the estimated expenses of the Offer are as follows:

are as follows:
	$
ASIC fees	2,137
ASX fees	18,060
Legal expenses	15,000
Printing and other expenses	15,000
Total	50,197

9.9 Market Price of Shares

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX.

The highest and lowest market sale prices of the Company’s Shares on ASX during the three months immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those sales were:

Highest: $0.20 on 19 & 27 April 2011 Lowest: $0.023 on 25, 26, 27, 28 & 29 October 2010

The latest available closing sale price of the Company’s Shares on ASX prior to the lodgement of this Prospectus with the ASIC was $0.105 on 11 August 2011.

9.10 Electronic Prospectus

Pursuant to Class Order 00/044, the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the application form. If you have not, please phone the Company and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both.

The Company reserves the right not to accept an application form from a person if it has reason to believe that when that person was given access to the electronic application form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

10. AUTHORITY OF DIRECTORS

10.1 Directors’ Consent

Each of the Directors of Jatenergy Limited has consented to the lodgement of this Prospectus with the ASIC in accordance with Section 720 of the Corporations Act

Dated the 12[th] day of August 2011.

==> picture [150 x 74] intentionally omitted <==

Mr Ross Kestel Non-Executive Chairman JATENERGY LIMITED

11. DEFINITIONS

Applicant means a Shareholder who applies for Options pursuant to the Offer.

ABS means Pt Atan Bara Sejahtera.

ASIC means the Australian Securities and Investments Commission.

ASX Settlement & Operating Rules means the settlement rules of the securities clearing house which operates CHESS.

ASX means the Australian Securities Exchange or ASX Limited (ACN 008 624 691), as the context requires.

Atan Bara Project means mining exploration permit IUP 545/15-IUPEKS/EKONOMI/XII/2009 owned by ABS located near the town of Atan Bara in East Kalimantan.

Barata means Pt Barata Energy, a subsidiary of Blackrock.

Blackrock means Blackrock Resources Pty Ltd.

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

Business Day means a day on which trading takes place on the stock market of ASX.

Closing Date means the closing date of the Offer as set out in Section 2.3 of this Prospectus.

Company means Jatenergy Limited (ACN 122 826 242).

Constitution means the Company’s Constitution as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth).

CSB means PT Coal Soil Brik, a subsidiary of Blackrock.

Demycoal means Demycoal Pty Ltd.

Demycoal Projects means Coal Exploration Permit Applications EPCA 2117, EPCA 2152 and EPCA 2135 owned by Demycoal located in the Bowen Basin, Queensland.

Directors means the directors of the Company at the date of this Prospectus.

Dollar or “ $ ” means Australian dollars.

Eligible Shareholder means a Shareholder on the Record Date.

Entitlement means the entitlement of a Shareholder who is eligible to participate in the Offer.

Entitlement and Acceptance Form means the entitlement and acceptance form either attached to or accompanying this Prospectus.

Interim Agreement means the interim agreement dated 17 February 2011 between Blackrock, Blackrock Singapore and ABS.

Katingan Project means mining exploration permit 540/122/KPTS/IV/2010 owned by CSB located near the town of Katingan in Central Kalimantan.

Listing Rules or ASX Listing Rules means the Listing Rules of the ASX.

Offer means the offer pursuant to the Prospectus on the basis of one (1) Option for every two (2) Shares held by a Shareholder on the Record Date at an issue price of $0.01 per Option, to raise approximately $393,078.

Official List means the official list of ASX.

Option means an option to acquire a Share.

Prospectus means this prospectus.

Quotation and Official Quotation means official quotation on ASX.

Recompliance Prospectus means the replacement prospectus lodged by the Company with the ASIC on 14 March 2011 for the Offer of up to 10,000,000 Shares at an issue price of $0.20 each to raise up to $2,000,000, replacing an original recompliance prospectus dated 7 March 2011.

Record Date means the record date of the Offer as set out in Section 2.3 of this Prospectus.

Related Corporation has the meaning given to that term in the Corporations Act.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

Shortfall means those Options under the Offer not applied for by Shareholders under their Entitlement .

Shortfall Application Form means the shortfall application form.

Shortfall Offer means the offer referred to in Section 4.5 of this Prospectus.

Spinifex means Spinifex Rural Management Pty Ltd.

Spinifex Projects means the coal exploration permits and permit applications owned by Spinifex in the Galilee Basin, Queensland, as set out in the Spinifex Tenement Purchase Agreement summarised in Section 5.3 of this Prospectus.

WST means Western Standard Time.

AI assistant

JATCORP LIMITED — Capital/Financing Update 2011

65154_rns_2011-08-11_615f4533-426d-49d8-a0f4-99324eadf21f.pdf

JATENERGY LIMITED ACN 122 826 242

ENTITLEMENT ISSUE PROSPECTUS

IMPORTANT NOTICE

TABLE OF CONTENTS

1. IMPORTANT NOTES

OFFER TO NEW ZEALAND SHAREHOLDERS

TRANSACTION SPECIFIC PROSPECTUS

ELECTRONIC PROSPECTUS

2. INVESTMENT OVERVIEW

2.1 Important Notice

2.2

Summary of the Offer

2.3

Timetable and Important Dates*

2.4 Purpose of the Offer

2.5

Use of Funds Raised

2.6 Effect on Capital Structure

2.7 The Company and its Business Model

2.8 Key Risks

3. CORPORATE DIRECTORY

Directors

Share Registry*

Solicitors

Auditor*

Company Secretary

Registered Office

Principal Place of Business

ASX CODE: JAT

4. DETAILS OF THE OFFER

4.1 Offer

4.2 How to Accept the Offer

4.3 Minimum Subscription

4.4 Lead Manager and Underwriter

4.5 Shortfall

4.6

Australian Securities Exchange Listing

4.7 Allotment of Options

4.8 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

4.9 Overseas Shareholders

4.10 Taxation Implications

4.11

Privacy Act

4.12 Enquiries

5. UPDATE ON ACTIVITIES

5.1 Projects

5.2 New Material Contracts

5.3 Spinifex Tenement Purchase Agreement

5.4 Demycoal Tenement Purchase Agreement

5.5 Services Agreement - Chris Flanagan

5.6 Iceland Nominees Limited Deed

6. FINANCIAL INFORMATION

Unaudited Consolidated Statement of Financial Position and Unaudited Pro-Forma Consolidated Statement of Financial Position as at 30 June 2011

Explanation of the pro forma transactions

7. RIGHTS ATTACHING TO OPTIONS AND UNDERLYING SECURITIES

7.1 Rights Attaching to Options

7.2 Rights Attaching to Shares (being the underlying securities)

(a) Notice of Meetings

(b) Voting

(c) Dividends

(d)

Winding Up

(e) Transfer of Shares

(f) Variation of Rights

(g) Allotment of Shares

8. RISK FACTORS

8.1 Introduction

8.2 Risks Specific to the Company

8.3 Investment Speculative

9. ADDITIONAL INFORMATION

9.1 Continuous Disclosure

9.2 Directors’ interests

Notes:

9.3 Remuneration

9.4 Interests of Experts and Advisers

9.5 Consents

9.6 Legal Proceedings

JATCORP LIMITED Capital/Financing Update 2011