JATCORP LIMITED — Share Issue/Capital Change 2011

Apr 11, 2011

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12 April 2011

The Manager Company Announcements Office ASX Limited

Appendix 3B – Completion of Blackrock Resources Pty Ltd acquisition and Recompliance with Chapters 1 & 2 of ASX Listing Rules

Please refer attached Appendix 3B outlining the final, post consolidation Securities on issue prior to the reinstatement of the Company’s securities.

This Appendix 3B is updated for the following:

• the acquisition of Blackrock Resources Pty Ltd (including the Shares subject to escrow);

• the completion of the Public Offer

• the completion of the Sheng Run Placement

• the raising of an additional $200,000 pursuant to the Company’s 15% capability.

Floor 6, Suite 8, 55 Miller Street, PYRMONT NSW 2009 t +61 2 9571 8300 f +61 2 9571 8200 w www.jatoil.net

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
	be issued	Options to acquire ORD
2	Number of+securities issued or	Number of securities on a post consolidation basis:
	to be issued (if known) or
	maximum number which may be	ORD issued to Sheng Run – 8,125,000
	issued
		ORD issued to Blackrock Vendors – 24,640,000
		ORD issued - Public Offer & Placement – 11,000,000
		OPT issued - Public Offer & Placement – 5,500,000

• 3 Principal terms of the[+] securities ORD – as same as currently on issue (eg, if options, exercise price and expiry date; if partly paid OPT – Refer Appendix A +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 ORD – Yes all respects from the date of allotment with an existing[+] class OPT – Refer Appendix A 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

• 5 Issue price or consideration

ORD - $0.20 (post Consolidation) OPT - Nil

• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

To complete the acquisition of Blackrock Resources Pty Ltd and the associated Blackrock Offer, Public Offer and placement to Sheng Run

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

12 April 2011

• See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 3

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
		32,861,098 8,125,000 11,000,000 9,172,367 61,158,465 ORD 5,500,000 OPT	ORD on issue (post Consolidation) ORD issued to Sheng Run ORD issued Public Offer & Placement ORD issued to Blackrock Vendors (not subject to escrow) 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 – 18 April 2013 (Blackrock consideration)
		N/A

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
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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Appendix 3B Page 5

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
	N/A
	N/A
	N/A
	N/A
	N/A
	N/a
	N/A
	N/A

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

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)

• See chapter 19 for defined terms.

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Appendix 3B Page 7

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

(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:. 12 April 2011 (Company secretary)

Print name: Emmanuel Correia

Appendix A – New Option Terms

A summary of the key terms of the New Options is set out below:

• (a) Each New Option entitles the holder to subscribe for and be allotted one Share on exercise of the New Option and payment to the Company of the exercise price.

• (b) Each New Option is exercisable at $0.25 during the period between the date of issue of the New Option and 5.00 pm (Sydney Time) on 1 March 2014.

• (c) The holder of the New 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 New Option exercised.

• (d) On exercise of New Options, the Company must allot to the holder the number of Shares for which the New Options are exercised within 10 Business Days of receipt of the exercise notice.

• (e) If Shares are quoted on ASX at the time of exercise of the New Options, the Company will make application to ASX for the number of Shares issued upon exercise of New 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 New Options. Holders who exercise their New 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 New Option is exercisable will be increased by the number of Shares that the Holder would have received under the bonus issue if the New Option had been exercised before the record date for the bonus issue.

• (h) Except as expressly set out in the terms, a holder of New Options does not have any right to change the exercise price of a New Option or the number of Shares over which a New 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 a holder of New 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, an application will be made for official quotation of the New 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.

The Company will apply to ASX to have these New Options listed, subject to meeting relevant criteria and compliance with the ASX Listing Rules.

• See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 9