JATCORP LIMITED — Director's Dealing 2008

Jan 24, 2008

Terms of Director Options

The terms of the Director Options are as follows:

• (a) each Director Option entitles the holder, when exercised, to one fully paid ordinary share in the capital of Jatoil Limited (Company) (Share);

• (b) the Director Options are exercisable at any time on or prior to 5.00pm (AEST) on 30 November 2011 (Expiry Date) by completing an option exercise form and delivering it together with the payment for the number of Shares in respect of which the Director Options are exercised to the registered office of the Company;

• (c) the Director Option exercise price is $0.20 per option;

• (d) a Director Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Director Option can be exercised;

• (e) the Director Options are not transferable;

• (f) if the holder ceases to be a director of the Company, any Director Options that have not vested will immediately lapse, unless otherwise agreed by the Board;

• (g) all Shares issued upon exercise of the Director Options will rank equally in all respects with the Company’s then issued Shares. Subject to the Company successfully listing on ASX, the Company will apply for quotation of all Shares issued upon exercise of the Director Options on ASX;

• (h) there are no participating rights or entitlements inherent in the Director Options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Director Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the holder will receive notice in accordance with the requirements of the Listing Rules;

• (i) if at any time the issued capital of the Company is reconstructed, all rights of a Director Option holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules; and

• (j) notwithstanding any of the terms set out above, upon the occurrence of:

  • i) the despatch of a notice of meeting to consider a scheme of arrangement between the Company and its creditors or members or any class thereof pursuant to Section 411 of the Corporations Act; or

  • ii) a change in control of the Company,

(Trigger Event), all Director Options that have not vested at that date will immediately vest and become exercisable.