PACIFIC RESOURCES LIMITED — Capital/Financing Update 2012

Aug 7, 2012

8 August 2012

SHARE PURCHASE PLAN

Dear Shareholder

On behalf of the board of COALBANK Limited (ASX: CBQ) (Company), it gives me great pleasure to offer you the opportunity to increase your investment in the Company by purchasing up to $15,000 under this share purchase plan (plan).

The Company recently announced the successfully placement of shares to sophisticated and institutional investors at an issue price of $0.038 per share to raise approximately $1 million. The plan gives all shareholders the ability to acquire shares at the same price at which they were issued under the placement. The Board intends to cap the total raising under the plan at $1 million.

As you may be aware, COALBANK recently announced a 1.3 Billion tonne JORC‐code compliant inferred shallow, thermal coal resource in respect of its Blackall Project.

The proceeds raised from the placement and from this plan will be used principally for working capital over the coming months to fund the ongoing operations of the Company while it continues to engage with strategic investors and other interested parties.

The plan closes on at 5.00pm (Brisbane time) on Friday, 31 August 2012. If you intend to participate, your application must be received by then.

This letter and the accompanying material sets out the terms and conditions of the plan. Other information about the Company and a recent Corporate Update Presentation is available at: www.coalbank.com, which should be considered in light of the Company's continuous disclosure to the ASX.

On behalf of the board, I look forward to your continued support.

Sincerely

Roger Clarke Chairman COALBANK Limited

If you have any questions in relation to the plan, please call COALBANK Limited between 8:00am to 5:00pm (Brisbane time) Monday to Friday on +61 7 3229 6606.

COALBANK LIMITED

ABN 20 075 877 075 Level 1 101 Edward Street Brisbane Queensland 4000 GPO Box 762 Brisbane Queensland 4001 Australia T +61 7 3229 6606 F +61 7 3221 6625 info@coalbank.com www.coalbank.com

TERMS AND CONDITIONS

OFFER DETAILS

Issue Price	$0.038 (3.8 cents)
Application	$2,000, then in $1,000
amounts	increments$15,000	upto
Closing Date	5.00pmtime) 31 August 2012	(Brisbane
Allotment Date	6 September 2012

HOW DO I ACCEPT?

To participate, you should either:

• a) return your Application Slip, together with a cheque; or
• b) pay the Application Amount via BPAY,

by 5:00pm (Brisbane time) on 31 August 2012.

BPAY instructions are set out on the Application Form. If you use BPAY, you do not need to return your Application Slip.

If paying by cheque, use the reply paid envelope or deliver it to the address set out on the Application Slip.Applications received after the Closing Date will not be accepted.

The joint lead managers, RBS Morgans Limited and Patersons Securities Limited, receive a fee of 5% of the gross amount raised by the placement and plan.

Applications cannot be withdrawn. Accordingly, you accept the risk that the market price of the Company's shares may fall below $0.038 (Issue Price) between the date of this offer and the Allotment Date, in which case you may have been able to buy the shares at a lower price than the Issue Price.

By making an application, you represent to the Company the matters set out under the heading 'Your Representations' in these terms and conditions and in the Application Form.

HOW MANY SHARES?

You may elect to apply for shares in the application amounts set out above.

Eligible Shareholders will receive the number of shares equal to Application Amount (subject to any scale‐back) divided by the Issue Price. Fractions will be rounded up.

ELIGIBILITY TO PARTICIPATE

Participation in the plan is optional and open to the Company's shareholders who, at 7:00pm on 1 August 2012 (Record Date), were shareholders with a registered address in Australia or New Zealand (Eligible Shareholders).

Multiple holdings

If you are the only registered holder of the Company's shares, but you receive more than one offer under the plan (for example, due to multiple registered holdings), you may only apply in aggregate for a maximum of $15,000 worth of shares.

Joint holders

If you are a joint holder of the Company's shares, that joint holding is considered to be a single registered holding for the purpose of the plan, and you are entitled to participate in the plan in respect of that single holding only. If you are a joint holder and you receive more than one offer under the plan, you may only apply in aggregate for a maximum of $15,000 worth of shares.

Trustee or nominee

If you are expressly noted on the Company's share register as a trustee or nominee for a named beneficiary, you may only apply for one maximum parcel of shares for each named beneficiary. If the Company's Share Registry does not record a named beneficiary in respect of your trustee or nominee holding, the rules for multiple single holdings apply.

Custodians

If you are a custodian within the definition of "custodian" in ASIC Class Order [CO 09/425] (as varied) and hold the Company's shares on behalf of one or more persons (each a Participating Beneficiary), or on behalf of another custodian of the Company's shares, you may apply for up to a maximum of $15,000 worth of shares for each Participating Beneficiary, subject to providing the Company a 'custodian certificate' in addition to the Application Slip, which certifies matters required by Condition 9 of ASIC Class Order 09/425.

Directors

Directors of the Company who are Eligible Shareholders may participate in the plan.

OTHER INFORMATION

The Offer is non renounceable, which means that you cannot transfer your right to purchase shares under the plan to anyone else. Shares issued under the plan will rank equally in all respects with existing fully paid Shares.

SCALE‐BACK

The Board intends to cap the total raising under the SPP at $1 million. Accordingly, the Company may scale‐back applications under the SPP to the extent and in the manner that it sees fit. Factors that the Company may take into account in determining any scale‐back include, compliance with regulatory requirements, the amount applied for by each shareholder under the plan, the number of shares held at the record date and at the close of the offer, and whether the shareholder remains on the register at the close of the SPP offer period. In any scale‐back, the difference between the value of the Shares allotted and the Application Amount paid to the Company will be refunded by cheque and mailed to the Applicant on the Despatch Date. Any scale‐ back will be announced on the issue date.

ASX QUOTATION

Following the issue and allotment of Shares under the plan, the Company will apply to ASX for quotation of the Shares on the Official List and send an Allotment Notice to the Eligible Shareholder's Registered Address.

NO COSTS

Eligible Shareholders may subscribe without incurring brokerage cost, commission or other transaction costs.

THE COMPANY'S RIGHTS

The Company may reject any application for shares under the SPP, which it believes does not comply with these terms and conditions, including where it appears that you are not an Eligible Shareholder, if a cheque is returned unpaid, the Application Form has not been properly completed, or where there are grounds for believing that the applicant is not acting in good faith, including where holdings have been adjusted for the purpose of multiple applications under the SPP. The Company may modify, suspend or cancel the SPP at any time. If the Company does this it will notify the ASX. If the offer is cancelled all application money will be refunded to shareholders without interest.

The Company may settle, in any manner it deems fit any anomalies or disputes in connection with the plan and such decision shall be conclusive and binding on all applicants. The Company reserves the right to waive strict compliance with these terms and conditions.

YOUR REPRESENTATIONS

By completing and returning the Application Form or by making a BPAY payment:

• you certify to the Company that you are an Eligible Shareholder;
• you authorise the Company (and its officers and agents) to correct any error in, or omission from, your Application Slip and to complete an incomplete Application Slip;
• you accept the risks associated with any refund that may be sent to your address or to your nominated bank account as shown on the Company's share register;
• you acknowledge that the Company may at any time determine that your Application Slip is valid, even if the Application Slip is invalid;
• you irrevocably and unconditionally agree to these terms and conditions; and
• you acknowledge that the Company is not liable for any exercise of its discretions referred to in these terms and conditions.

OTHER IMPORTANT INFORMATION

This document is not an offer of securities in any place outside Australia or New Zealand and does not take into account your individual investment objectives, financial situation or particular needs. You may want to obtain independent financial and taxation advice before making an investment decision.

COALBANK CORPORATE UPDATE

COALBANK LIMITED (ASX: CBQ) invests in and develops early stage upstream energy projects with a primary focus on coal exploration in Queensland. The company holds one of the largest coal exploration permit areas in Australia with tenements exceeding 24,000sqkm across the Surat, Galilee, Eromanga and Bowen Basins. Your company recently announced a 1.3 Billion tonne JORC-code compliant inferred shallow, thermal coal resource in respect of its Blackall Project.

COALBANK's near-term strategy is to progress discussions with strategic investors and other interested parties with a view to unlocking value.

In addition to its substantial coal exploration portfolio in Queensland, COALBANK also has shale gas and conventional oil & gas targets in the Surat basin, along with copper-gold exploration tenements at Chillagoe and Mount Morgan in Queensland.

The coal tenements were selected on the basis of a detailed review of historical waterbore drilling logs that revealed the presence of coal intersections in boreholes. The exploration concept has now been proven at the Company's Blackall Coal Project in Central Queensland.

Recent Success at Blackall Coal Project

The Company's Blackall Project is located 130 kilometres south west of Waratah Coal's China First Project and GVK-Hancock's Alpha Project, and 112 kilometres from Jericho on the Blackall – Jericho rail corridor. It lies close to several major coal mine development projects in the Galilee Basin (Figure 1).

Figure 1: Project Location & Emerging Coal & Infrastructure Projects in Qld

On 20 June, 2012 COALBANK Limited released its Maiden Resource Statement for its Blackall Coal Project with total Inferred coal resource of 1.3Bt for the Inverness Deposit which features

BLACKALL COAL RESOURCE – INVERNESS DEPOSIT

Total Inferred Coal Resource	1.3 Bt
< 50 metres depth	825 Mt
50 ‐ 100 metres depth	425 Mt

Source: Competent Person Report, Blackall Coal Project, Inverness Deposit, McElroy Bryan Geological Services, June 2012

COALBANK LIMITED ABN 20 075 877 075 Level 1 101 Edward Street Brisbane Queensland 4000 GPO Box 762 Brisbane Queensland 4001 Australia T +61 7 3229 6606 F +61 7 3221 6625 info@coalbank.com www.coalbank.com

Other important characteristics of the Inverness Deposit (Figures 2 & 3) include

• o It is extensive, shallow and flat-lying
• o It has a very low In-situ Cumulative Strip Ratio
• o Initial quality testing indicates a low-medium ash, low sulphur, sub-bituminous coal (raw ash 9.4%-20%, sulphur generally < 0.5%)

Wash testing will provide additional seam characterisation data that will allow optimisation of the resource as part of project development.

Figure 3: Coal Seams over the 24 Kilometre Strike Length at COALBANK's Blackall Coal Project - Cross-Section AA' (Location Shown in Figure 2)

The Inverness Deposit is situated within a broad synclinal structure trending north-northwest throughout the 25-kilometre length of the deposit. The coal seams are relatively flat-lying and the upper seams sub-crop locally, controlled by the gentle structure.

The Maiden Resource Statement has confirmed both the significant scale of the Inverness Deposit and its very low In-situ Cumulative Strip Ratio.

Potential Uses for coal from COALBANK's Blackall Coal Project include export thermal coal, blending, domestic power generation, and coal-to-liquids or coal-to-chemicals applications.

Blackall Project Infrastructure & Remoteness from Cropping Land

As the Company's initial priority mine development target, practical rail infrastructure options include a standard-gauge spur line from the GVK-Hancock Alpha Coal Project to the COALBANK Blackall Project utilising the existing Blackall-Jericho rail corridor. The Queensland Government has provided its approval for the GVK-Hancock Rail to Abbot Point Coal Terminal. Any future discoveries in COALBANK's north-west Surat Basin tenements could also benefit.

COALBANK's Blackall Project lies entirely outside Queensland's designated Strategic Cropping Land areas. Overall, approximately 96% of COALBANK's coal exploration areas lie outside the designated Strategic Cropping Land Protection Areas.

COALBANK's Blackall Project represents less than 3% of the Company's overall tenement area which includes additional coal-bearing tenements overlying the Surat, Bowen, Galilee and Esk Basins in Queensland (Figure 4).

Figure 4: COALBANK Coal Exploration Portfolio in Queensland

Gas and Metals Projects

In addition to its extensive coal exploration portfolio, the Company also holds through its 100% owned Surat Gas Pty Limited petroleum permit ATP1020 and has three other ATPs close to grant all of which have potential for shale gas, coal seam gas and conventional oil & gas. COALBANK also has copper/gold exploration tenements within its 100%-owned subsidiary Harvest Metals Pty Ltd. The Company is developing its options for a de-merger of Harvest Metals and possible distribution to Coalbank shareholders.

Corporate strategy

Following the release of the Company's maiden JORC code compliant resource of 1.3 Billion tonnes, the strategy for the coming months of 2012 is centred progressing discussions with strategic investors and other interested parties with a view to unlocking value for shareholders.

The Company also holds two copper-gold projects and petroleum and gas projects in Queensland via its two wholly owned subsidiaries Harvest Metals Pty Limited and Surat Gas Pty Limited. Given COALBANK's core focus on coal exploration, the Company will consider joint venture partners or spin-off opportunities for these non-core entities.

COALBANK LIMITED

Other Recent Related Announcements

On Friday, 13 January 2012, the Queensland Government announced a major permanent change to the coal tenure application regime, placing a moratorium on all new coal permit applications in Queensland as part of a transition to a competitive bidding (and cash-bid) process for all future coal exploration permit applications in Queensland. The impact of the changes means that it would now be impossible for one company to assemble a large contiguous tenement footprint in coal-bearing areas such as COALBANK's 24,000+ square kilometres holding.

The Queensland Government provided its approval for the GVK-Hancock Rail Project from Alpha Project to Abbot Point Coal Terminal on 29 May, 2012.

Wiggins Island Coal Export Terminal (WICET) at Gladstone has recently executed capacity deeds with four coal producers for 32.2Mtpa of additional export capacity to support the proposed second stage of the terminal (WEXO1) planned for completion in 2016.

The Queensland Government has also recently provided greater certainty for Abbot Point coal terminal expansion – approving an annual capacity of 240Mt (T2 & T3).

COALBANK Share Register

Major Shareholders	48% Allegro Capital Nominees Pty Ltd (G. Baynton, Deputy Chairman)12% Affiliated funds of Och-Ziff Capital Management Group LLC3% Square Resources Pty Ltd (S. Ever, Director)
Total Shareholders:	1,200 (approximately)
Key Subsidiaries:	Coalbank (Qld) Pty Ltd, Tambo Coal & Gas Pty Ltd, Surat Gas Pty Ltd,Harvest Metals Pty Ltd, Moreton Energy Pty Ltd

COMPETENT PERSON'S STATEMENT

The information in this announcement that relates to the Resource Statement for COALBANK's Blackall Coal Project has been based on information compiled by Mr. Rowan Johnson who is a Member of the Australasian Institute of Mining and Metallurgy and is a Senior Geologist employed by McElroy Bryan Geological Services Pty Ltd (MBGS).

Mr Johnson has more than 30 years experience as a geologist in the resources industry and more than 15 years experience in the estimation of coal resources for coal projects and coal mines in Australia and overseas. This expertise has been acquired principally through exploration and evaluation assignments at operating coal mines and for coal exploration areas in Australia's major coal basins and in other coal basins overseas. This experience is more than adequate to qualify him as a Competent Person for the purpose of Resource Reporting as defined in the 2004 edition of the JORC Code. Mr Johnson consents to the inclusion in this announcement of the matters based on his information in the form and context in which it appears.

Coalbank Limited ABN 20 075 877 075

All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Telephone: 1300 554 474 From outside Australia: +61 2 8280 7454 ASX Code:CBQ Website: www.linkmarketservices.com.au

SRN/HIN:
Entitlement Number:
Record Date:	1 August 2012
Offer Opens:	13 August 2012
Issue Price:	$0.038
Offer Closes5:00pm (Brisbane time):	31 August 2012

SHARE PURCHASE PLAN ("SPP") APPLICATION FORM

How do I apply for Shares under this offer?

• Carefully read the SPP Terms and Conditions accompanying this form.
• Decide on the amount you wish to apply for.
• Pay for the Shares in accordance with the instructions outlined in the Terms and Conditions Booklet and further important instructions on the reverse of this form.

Option 1: Paying by Bpay®.

• Option 2: Paying by Cheque, Bank Draft or Money Order.
• Payments must be in Australian dollars.

PAYMENT OPTIONS

Option 1: Paying by Bpay®

If paying by Bpay®, you do NOT need to complete or return the Acceptance Slip attached to this Application Form below. Payment must be received by the Registry by Bpay® by 5:00pm (Brisbane time) on 31 August 2012. By paying by Bpay®, you will be deemed to have completed an Application Form for the value of Shares the subject of your Application Amount.

If you make a payment by Bpay® and Coalbank Limited receives an amount which is not for $2,000, then in $1,000 increments up to $15,000. Coalbank Limited will round down the value of Shares applied for to the maximum value of Shares you can apply for. Your payment must be for a minimum of $2,000.

Biller Code: 706572

Telephone & Internet Banking – Bpay®

Contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. More info: www.bpay.com.au

Ref:

® Registered to Bpay Pty Ltd ABN 69 079 137 518

Option 2: Paying by Cheque, Bank Draft or Money Order

If paying by cheque, bank draft or money order, complete and return the Acceptance Slip attached to this Application Form with your Application Amount.

• A. Complete the value of Shares you wish to apply for.
• SAMPLE B. Enter your cheque, bank draft or money order details. The amount of your Application Amount should be equal to the amount applied for in section A of the Acceptance Slip. Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial institution in Australian currency, made payable to "Coalbank Limited" and crossed "Not Negotiable". Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. If you provide a cheque, bank draft or money order for an amount that is not equal to your application amount Coalbank Limited will round down the value of Shares that you are applying for equal to your payment. Your payment must be for a minimum of $2,000 and maximum of $15,000.
  • C. Enter your contact telephone number at which we may contact you regarding your application, if necessary.

THIS IS A PERSONALISED FORM FOR THE SOLE USE OF THE SHAREHOLDER AND HOLDING RECORDED ABOVE.

	Please detach and enclose with payment		SRN/HIN:	Entitlement Number:
Coalbank LimitedABN 20 075 877 075I/We wish to purchase a parcel of Shares to theAvalue of	Payment amountB	(Multiply the number in section A by A$0.038)		*9999999
	A$
Make your cheque, bank draft or money order payable to "Coalbank Limited" and crossed "Not Negotiable"C
DrawerCheque Number		BSB Number	Account Number	Amount of Cheque
				A$.00
DTelephone Number – Business Hours	Telephone Number – After Hours		Contact Name
()(	)

IMPORTANT INFORMATION

• 1. This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this Application Form, please consult a professional adviser.
• 1. If you do not wish to purchase additional Shares under this SPP, there is no need to take action.
• 1. Please ensure you have read and understood the SPP Terms and Conditions and this Important Information, before you make the Application Amount by Bpay® or you submit your Acceptance Slip with your Application Amount.
• 1. This SPP is non-renounceable. Applications can only be accepted in the name printed on the Application Form.
• 1. If you are a custodian, trustee or nominee within the definition of "custodian" in ASIC Class Order [CO 09/425] you must complete and submit an additional Schedule that contains additional certifications and details that must be provided ("the Schedule") before your Application will be received. The Schedule can be obtained by contacting the Coalbank Limited SPP Offer Information Line. Applications received by custodians that are not accompanied by the Schedule will be rejected.
• 1. For applicants that are not required to complete the Schedule, by submitting the Acceptance Slip (with a cheque, bank draft or money order) or making payment by Bpay®, you certify that the aggregate of the Application Amount paid by you for:
  • the parcel of New Shares indicated on this Application Form or Bpay® payment; and
  • any other Shares applied for by you, or which you have instructed a Custodian to acquire on your behalf under the SPP or any other similar arrangement in the 12 months prior to the date of submission of the Acceptance Slip or payment by Bpay® does not exceed A$[15,000].
• 1. Coalbank Limited reserves the right to make amendments to this Application Form where appropriate.
• 1. Applicants are not assured of receiving the Shares for which they have applied as Coalbank Limited may scaleback applications in its discretion.
• 1. By completing and returning the Application Slip or by making a BPAY payment, in addition to the representations set out in the plan 'terms and conditions' you certify to the Company that:
• SAMPLE (a) you have not applied for, or instructed a custodian to acquire on your behalf, shares with an aggregate application price in excess of A$15,000 under the plan (and any similar arrangement in the 12 months before your application), excluding shares applied for but not issued and even though you may have received more than one offer under the plan or received offers in more than one capacity under the plan.
  • (b) if you are a custodian you:
• (i) hold an Australian Financial Services Licence that covers the provision of a custodial or depositary service (within the meaning of section 766E of the Corporations Act) or includes a condition requiring the holder to comply with the requirements of ASIC Class Order 02/294; or
• (ii) hold shares in the Company as trustee of a Self-managed Super Fund or superannuation master trust; or
• (iii) are a responsible entity of an IDPS-like Scheme; or
• (iv) are a registered holder of shares or interests in the class and is noted on the register of members as holding shares on account of another; or
  • (v) are otherwise exempt by virtue of paragraph 7.6.01(1) of the Corporations Regulations, ASIC Class Orders [CO 05/1270] or [CO 03/1099], an individual ASIC relief instrument or paragraph 911A(2)(h) of the Act; and
  • (c) to the extent that you cannot otherwise make the representations under paragraph (a) above, you have given the Company a certificate of the kind contemplated by paragraph 9 of ASIC Class Order 09/425 (as modified).

How to Lodge your Acceptance Slip and Application Amount

A reply paid envelope is enclosed for you to return your Acceptance Slip and Application Amount. No postage stamp is required if it is posted in Australia.

Acceptance Slip and the payment for New Shares must be received by the Registry no later than the closing date shown overleaf. If paying by Bpay® you do not need to complete or return the Application Form. You should check the processing cut off-time for Bpay® transactions with your bank, credit union or building society to ensure your payment will be received by the Registry by the close of the offer.

Mailing Address	or	Hand Delivery
Coalbank Limited		Coalbank Limited
C/- Link Market Services Limited		C/- Link Market Services Limited
Locked Bag 3415		Level 15, 324 Queen Street
Brisbane QLD 4001		Brisbane QLD 4000 (Please do not use this address for mailing purposes)

Make sure you send your Acceptance Slip and Application Amount allowing enough time for mail delivery, so Link Market Services Limited receives them no later than 5:00pm (Brisbane time) on 31 August 2012. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. Coalbank Limited reserves the right not to process any Acceptance Slips and Application Amounts received after the Closing Date.

If you require information on how to complete this Acceptance Slip please contact Coalbank Limited SPP Offer Information Line on +61 7 3329 6606.