PEAKO LIMITED — M&A Activity 2010

Nov 25, 2010

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26[th] November 2010

Raisama agrees to acquire Peak Oil & Gas to create diversified Australian energy company

HIGHLIGHTS

• Transaction creates diversified energy company with superior asset portfolio and near‐ term cashflow

• Offer values Peak Oil & Gas at A$0.30 a share, or A$39 million

• Offer is unanimously recommended by Peak Oil & Gas’ Board of Directors

• Combined entity well positioned to exploit growth in Asian energy demand

• Near‐term cash flow from Peak Oil & Gas’ Cadlao project provides funding for continued company growth

• Strong board and management team with the depth of corporate and technical expertise needed to monetise the asset portfolio

• Impressive inventory of projects in petroleum and uranium, providing pipeline for future growth

Perth (Australia), 26[th] November 2010 – Emerging uranium company Raisama Ltd (ASX: RAI) (“Raisama”) announces that it has entered into an agreement with the Board of Directors of Peak Oil & Gas Limited (“Peak”), under which Raisama plans to acquire all of the outstanding shares in Peak. The Board of Peak has recommended unanimously that Peak shareholders accept the Offer in the absence of a superior proposal, and as a result it has cancelled plans to list Peak on the Australian Securities Exchange through an Initial Public Offering.

Under the terms of the offer, Raisama will offer 15 shares in Raisama for every 11 Peak shares. The total value of the offer is $39 million. The completion of the transaction is expected in early 2011.

Assuming successful completion of the transaction, Raisama Managing Director David Berrie will become Executive Chairman of the combined company. Peak Managing Director Jeff Steketee will become Managing Director and Jim Durrant will become the Technical Director, bringing in the requisite expertise in the upstream petroleum sector.

Raisama has entered into pre‐bid acceptance agreements with a number of Peak shareholders in respect of approximately 19% of the total Peak shares on issue. These shareholders have contractually committed to accept Raisama’s offer when it is made.

Raisama Limited ABN 79 131 843 868

19 Richardson Street West Perth WA 6005 PO Box 1255 West Perth WA 6872 t +61 8 9322 7702 f +61 8 9322 7705 e info@raisama.com.au w www.raisama.com.au

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Compelling Strategic Rationale

For Raisama, this transaction will provide:

• An imminent transition from explorer to producer with significant cash flow from the start‐up of Peak’s Cadlao Oil Project in the Philippines expected in late 2011

• An investment in a suite of quality oil and gas projects in Asia Pacific to complement Raisama’s existing suite of uranium assets

• Diversified asset base in both product and geographical terms, providing a natural hedge against volatility in energy markets and the proposed Australian Minerals Resource Rent Tax

• A stronger financial base from which to explore and develop the company’s current petroleum and uranium projects and also acquire new projects through the company’s highly developed regional relationships

For Peak, this transaction will provide:

• Access to a portion of Raisama’s existing A$8 million cash position to facilitate the development of its oil and gas projects in Asia Pacific, including Cadlao

• Diversification of its asset base, adding upside exposure to rapid growth in demand for uranium

• Improved access to debt and equity funding through Raisama’s existing ASX listing to propel continued growth

• Removal of the risk and costs associated with an Initial Public Offering on the ASX

Unanimous Board Recommendation

Peak’s directors unanimously recommend that, in the absence of a superior proposal, all Peak shareholders should accept the Raisama offer.

Raisama Managing Director David Berrie said the transaction provides an exciting opportunity for the company and its shareholders.

“This acquisition creates a diversified energy company with a superior asset portfolio and near‐term cashflow. By combining our suite of highly prospective, advanced uranium targets with Peak’s extensive portfolio of oil and gas assets in Asia Pacific, we are gaining substantial exploration upside as well as exposure to rising demand for energy across a number of key markets.

Importantly, the near‐term cashflow from Peak’s Cadlao project in The Philippines provides Raisama with the development funds with which to progress our uranium asset portfolio in Western and South Australia. The Peak team has ample experience of working successfully in upstream oil and gas markets and we look forward to working with them to monetise the potential created by combining our two asset portfolios.”

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Peak Managing Director Jeff Steketee said that the transaction with Raisama will allow Peak to accelerate development of the company’s oil and gas assets, particularly the Cadlao Oil Project which will provide the company with a significant source of cashflow.

“In recent months, Peak’s directors have considered a number of options to progress the company, including an initial public offering. We feel that this transaction with Raisama offers our investors the best opportunity to create a robust, diversified energy business with the necessary scale and profile with which to deliver growth.

The Directors of Raisama and Peak have an impressive track record in managing listed companies and we think that by working together we will be able to deliver substantial shareholder value to investors in the combined company.”

Offer conditions

The offer will be subject to the following key conditions:

• Raisama shareholder approval for the purposes of ASX Listing Rule 11.1 (change of activities) and Listing Rule 10.1 (in respect of the acquisition of Peak shares held or controlled by Mr Matthew Howison, a director of Raisama);

• 90% minimum acceptance by Peak shareholders;

• all Peak optionholders agreeing to transfer or cancel their Peak options in exchange for Raisama options, to be issued on a 1:1 basis with the same exercise prices but new expiry dates;

• no “prescribed occurrences” within the meaning of the Corporations Act in respect of Peak;

• no material adverse change within the Peak group; and

• all regulatory approvals necessary for the offer to be made.

Further details of the proposed offer conditions are annexed to this announcement.

Timetable

It is anticipated that Raisama’s bidder’s statement and Peak’s target’s statement in respect of the offer will be sent to Peak shareholders in January 2011 and that a meeting of Raisama shareholders to approve the acquisition will take place in late January or early February 2011.

Subject to acceptances by Peak shareholders, completion of the offer is targeted for February 2011.

Contact

David Berrie – Managing Director, Raisama Ltd Telephone: (+61 8) 9322 7702 Mobile: (+61) 418 980 289

Media inquires Ian Howarth – Collins Street Media Mobile: (+61) 407 822 319

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Takeover Offer Conditions

1. Takeover offer

Raisama will make an off‐market takeover offer to acquire 100% of the Peak shares. The takeover offer will extend to Peak shares which are issued during the takeover offer period due to a conversion or exercise of rights attached to securities which exist or will exist, as at the date of the takeover offer.

2. Offer Price

Subject to the terms of the takeover offer, Bidder will offer 15 Bidder Shares for every 11 Peak shares.

3. Offer period

The takeover offer will remain open for a minimum period of one month (unless withdrawn during that period under section 652B of the Corporations Act).

4. Offer Conditions

The takeover offer will be subject to the fulfilment of conditions consistent with the conditions summarised below:

• (a) Raisama shareholder approval : Raisama shareholder approval of the acquisition of all Peak shares for the purposes of and in accordance with ASX Listing Rules 10.1 and 11.1 and all other purposes.

• (b) 90% minimum acceptance : At or before the end of the takeover offer period, Bidder has a relevant interest in such number of Peak shares which represents at least 90% of the aggregate of all the Peak shares on issue at the end of the takeover offer period.

• (c) Cancellation or transfer of Peak options : At or before the end of the takeover offer period, all holders of Peak options have agreed with Bidder to cancel or transfer to the Bidder their Peak options on the following terms:

• (i) 8,000,000 Peak options exercisable at $0.20 each on or before 31 December 2012 cancelled or transferred to Bidder in exchange for

  • 8,000,000 Raisama options exercisable at $0.20 each on or before 31 December 2012;

• (ii) 8,000,000 Peak options exercisable at $0.35 each on or before 31 December 2013 cancelled or transferred to Bidder in exchange for 8,000,000 Raisama options exercisable at $0.35 each on or before 31 December 2013;

• (iii) 8,000,000 Peak options exercisable at $0.50 each on or before 31 December 2014 cancelled or transferred to Bidder in exchange for 8,000,000 Raisama options exercisable at $0.50 each on or before 31 December 2014;

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• (iv) 200,000 Peak options exercisable at $0.40 each on or before 30 September 2014 cancelled or transferred to Bidder in exchange for 200,000 Raisama options exercisable at $0.40 each on or before 30 September 2014; and

• (v) 300,000 Peak options exercisable at $0.50 each on or before 30 September 2014 cancelled or transferred to Bidder in exchange for 300,000 Raisama options exercisable at $0.50 each on or before 30 September 2014.

• (d) No prescribed occurrences : None of the “prescribed occurrences” set out in section 652C of the Corporations Act occurring during the takeover offer period, except for the issue of Peak shares on the exercise of 8,000,000 Peak options exercisable at $0.20 each on or before 31 December 2012.

• (e) No material adverse change : During the takeover offer period, no event, change or condition occurring that has, or could reasonably be expected to have, a material adverse impact on:

• (i) the business, assets, liabilities, financial or trading position, profitability or prospects of the Peak group, taken as a whole, since 22 October 2010 by an amount of $100,000 or more; or

• (ii) the status of any approvals, licences or permits from any department or government agency, taken as a whole, applicable to any licence or permit held by the Peak group or which a Peak group member has agreed to acquire from a third party.

• (f) No material acquisitions or disposals : Except with the prior consent of Bidder, no member of the Peak group agreeing to acquire or dispose of any asset for an amount greater than $100,000, and not agreeing to enter into any agreement for the expenditure of more than $100,000.

• (g) Corporate actions : Between the 26 November 2010 and the end of the takeover offer period, no member of the Peak group:

• (i) gives or agrees to give any mortgage, charge, lien or other encumbrance over any of its assets otherwise than in the ordinary course of business;

• (ii) makes or proposes to make any material change to its constitution;

• (iii) increases or agrees to increase its level of indebtedness (including financial liabilities incurred under finance leases) or issues or agrees to issue any indebtedness or debt securities other than advances under existing credit facilities in the ordinary course of business or indebtedness incurred to external service providers in relation to advising on the takeover offer;

• (iv) makes or agrees to make any loans, advances or capital contributions to, or investments in, any other person;

• (v) increases the remuneration of, pays any bonus (other than in accordance with existing contractual entitlements as at the 26

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November 2010), issues any securities, options or performance rights or otherwise varies the employment arrangements with any of the directors or senior managers of Peak group (collectively, Relevant Employees );

• (vi) accelerates the rights of any of the Relevant Employees to compensation or benefits of any kind (including under an executive or employee share or option plan and including by vesting the outstanding performance rights);

• (vii) pays any of the Relevant Employees termination or retention payments (otherwise than in accordance with existing contractual entitlements at the 26 November 2010);

• (viii) enters into, amends, or terminates any material contract;

• (ix) declares, or distributes any dividend, bonus or other share of its profits or assets; or

• (x) resolves, agrees, commits or announces an intention to do any of the things referred to in paragraphs (i) to (ix) above.

• (h) Regulatory approvals : Between the 26 November 2010 and the end of the takeover offer period, all necessary approvals for the takeover offer, including (without limitation):

• (i) all approvals which are required by law or any public authority to permit the takeover offer to be made and accepted by Peak shareholders in all applicable jurisdictions; and

• (ii) all approvals which are required by law or by any public authority as a result of the takeover offer or the acquisition of the Peak shares and which are necessary for the continued operation of the business of the Peak group,

are granted, given, made or obtained on an unconditional basis and, at the end of the takeover offer period, remain in full force and effect in all respects and are not subject to any notice, intention or indication of intention to revoke, suspend, restrict, modify or not renew the same.

• (i) ASX quotation of Bidder Shares : Permission for admission to quotation for the Bidder Shares to be issued to Peak shareholders accepting the takeover offer being granted by ASX no later than 7 days after the end of the takeover offer period.

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PEAK OIL & GAS LIMITED ‐ BACKGROUND

Peak Oil & Gas Limited is an upstream oil and gas company with an attractive combination of near term production and exploration assets located in the Asia Pacific region. Central to this portfolio is the Cadlao Redevelopment Project in the Philippines which is targeted to commence production during Q4 2011.

It is anticipated that initial production from Cadlao Redevelopment Project will be >8,000 bopd (on average over the first three months of production, net to Peak). Based on certified 2P reserves of 2.9 mmbbls (net to Peak on working interest basis), Peak anticipates cash flow of up to US$50m for first six months of production, net of all costs for that period.

Peak also has a portfolio of highly prospective exploration acreage located in the Philippines, Indonesia, Thailand and New Zealand. Exploration drilling is expected to commence in early 2011 with up to 9 high impact drilling targets to be drilled in the next two years. These targets will be funded by a combination of existing cash reserves and production cash flow from Cadlao.

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Fig 1: Peak’s Project Locations

Strategy

Peak’s corporate strategy is focused on the high growth areas of Asia Pacific where the company has built a balanced portfolio of early stage production cashflow to fund a seriatim of high quality exploration opportunities. Peak has developed highly effective networks through the region which have resulted in significant dealflow and local country partnerships for operations and industry interface. This provides the company with competitive and comparable advantages for identifying, evaluating and securing high quality projects.

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PEAK DIRECTORS TO JOIN RAISAMA BOARD

Jeff Steketee ‐ Managing Director

Mr Steketee was appointed to the board of Peak in April 2009. Mr Steketee has over 20 years' experience in the energy sector, and has held senior technical and managerial positions within service and E&P companies in Australia and Asia, including Halliburton and Unocal. Over the last decade, he was pivotal in developing a number of new energy related companies across Asia including CUEL Limited, an innovative and successful developer of offshore oil and gas fields, and JSX Energy, an E&P company established to focus on upstream investments in Thailand, Malaysia and Indonesia.

Mr Steketee has worked extensively throughout Asia with a particular emphasis on business development, strategic and commercial management and private equity investment.

Jim Durrant ‐ Technical Director

Mr Durrant was appointed to the board of Peak in April 2009. Mr Durrant has over 30 years' experience in the Australian and international petroleum sector, having held senior technical, management and corporate positions with major companies including Delhi Petroleum and Western Mining Corporation Ltd.

Mr Durrant co‐founded and was technical director of Strike Oil Ltd, playing a major role in developing the company into a respected ASX listed oil & gas company.

Mr Durrant is a member of the American Association of Petroleum Geologists , was an elected Board Member of the Australian Petroleum Production and Exploration Association ( APPEA ) for 8 years and served as State and National President of the Petroleum Exploration Society of Australia ( PESA ). He was awarded the PESA Meritorious Service Medal in 1998 and honorary life membership of APPEA in 2009.

Guy Cowan ‐ Non‐Executive director

Mr Cowan was appointed to the board of Peak in September 2010. Mr Cowan has 23 years' international experience in senior commercial and financial roles in the oil and gas industries with the Shell Group of companies. After leaving Shell in 2005 he became CFO and director of strategy of the Fonterra Co‐Operative Group Limited, the New Zealand based exporter of dairy products accounting for more than one third of the international dairy trade. He resigned from this position to take up residence in Australia in 2009.

Mr Cowan is a non‐executive director of UGL (United Group Limited), QSL (Queensland Sugar Ltd), Ludowic Ltd, Soprole Inversiones S.A. (Chile) and Gold Oil PLC (UK).

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PROJECTS

Philippines – Cadlao Redevelopment Project

Peak’s initial production asset, which is expected to generate significant early cash flow to the Company, is the Cadlao Redevelopment Project located offshore in the Palawan Basin, the Philippines. Peak has entered into the Cadlao Farm‐in Agreement with Blade Petroleum Limited ( Blade ) under which Peak will acquire up to a 50% undivided participating interest in SC6 Cadlao.

Fig 2 : Cadlao Project ‐ Philippines NW Palawan Basin

The Cadlao oil field was originally discovered by Amoco in 1977 and subsequently developed for production using a floating production, storage & offloading ( FPSO ) facility in 1981. Two wells produced an aggregate of around 11 mmbbl of premium (47° API) crude oil by natural flow over the ensuing eleven years.

The field was shut‐in and decommissioned by Amoco in 1991 when, in a low oil price environment (around US$19/bbl), costs of operating the FPSO exceeded revenues from production.

The Cadlao permit acreage, Service Contract 6 (Cadlao) ( SC6 Cadlao ), was secured by Blade Petroleum Limited from local interests in 2007 and 2008. Blade assumed operatorship and acquired and remapped the 3D seismic, recorded earlier by Western Geco, to define significant up‐dip structural potential of the field to host un‐developed oil reserves. Cadlao is located adjacent to discovered, but as yet undeveloped oil fields (Bonita Block), and exploration prospects which may offer future upside opportunities once the Cadlao Redevelopment Project is activated.

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Bonita Block

SC6B Bonita is located adjacent to SC6 Cadlao and hosts an existing, as yet undeveloped discovery.

Additionally, Bonita has prospective exploration targets both within its boundaries and also overlapping into Cadlao which provide the opportunity, upon success, to connect any new discoveries into the Cadlao facilities.

Peak has executed a binding letter agreement to farm in to up to 25% of SC6B Bonita, which may be increased to up to 32.2%, on the basis of undertaking geological and geophysical studies and then, depending on their results, paying 50% of the costs to drill a well. Due to the Philippines fiscal system, and historical connection of SC6 Cadlao and SC6B Bonita with the original SC6 exploration PSC, Peak will be entitled to amalgamate its Bonita costs as part of its Cadlao cost recovery pool effectively subsidising the Company’s exploration and development expenditure.

Exploration potential for Bonita is contained within two main prospects very close to the proposed Cadlao Redevelopment Project. ISIS, an Independent Technical Expert, has provided the following prospective resource estimates.

Thailand – Block L20/50

Peak has entered into a legally binding term sheet with Sun Resources NL ( Sun Resources ) under which Peak has agreed to farm in to Block L20/50 Concession # 7/2551/98 ( Block L20/50 ). Peak’s farmin terms enable the Company to acquire up to a 20% interest in the 3,947 square kilometre onshore Block L20/50 exploration concession, from Sun Resources NL, in three stages, subject to the number of wells ultimately drilled.

The exploration block lies in the Phitsanulok Basin, approximately 50 kilometres southeast and on trend with Thailand’s largest and most productive onshore oilfield the Sirikit oil field. Sirikit field, discovered in 1982, is a 200 million barrel oil field which has produced over 150 million barrels of oil and which is still producing approximately 20,000bopd.

Approximately 50 kilometres to the east of Block L20/50, lies the Petchabun Basin ‐ and its contained sub‐basins, within which the L44/43 block sustains independently assessed 2P reserves of 60 million barrels of oil which have sustained production of 6,500 barrels of oil per day.

The Phitsanulok Basin itself, contains a proven petroleum system believed to have generated perhaps 2 billion barrels of oil from lower Miocene lacustrine shales and interbedded deltaic reservoirs.

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Fig 3: Location of Block L20/50 on trend with Sirikit

Indonesia – South Block A

Peak has entered into a shareholders' agreement with local Indonesian company RENCO in relation to RENCO's Singapore based holding company, RENCO Elang Energy Pte. Ltd ( REE ). REE is the 51% owner and designated operator of South Block A Production Sharing Contract. Under the REE Shareholders' Agreement, Peak will fund certain study, seismic and drilling activities in South Block A in consideration for the acquisition of a 75% controlling shareholding interest in REE which delivers an indirect 38.25% interest in South Block A.

South Block A is located in the centre of the highly prolific North Sumatra Basin. The basin is one of the most productive hydrocarbon provinces in Indonesia with over 80 known oil and gas fields. The United States Geological Survey ( USGS ) World Petroleum Report (2000) indicates that reserves of 1,900 mmbbl of oil including natural gas liquid and 34 Tcf of gas have been found in the North Sumatra Basin. The USGS report estimates that over 9 TCF gas (mean) and 210 mmbbl (mean) of oil have yet to be discovered in the basin, offering encouragement for future exploration.

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South Block A comprises extensive exploration acreage of over 2,100 sq km, divided into 2 distinct areas designated South Block A 1 and South Block A 2. The block is surrounded by large producing oil and gas fields and extensive petroleum infrastructure. Several multi TCF gas fields and oil fields surround the concession, including the giant Arun gas field with initial gas reserves of over 15 TCF and the nearby Rantau oilfield with a reported 300 mmbbls of oil.

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Fig 4: South Block A surrounded by oil & gas fields and infrastructure

South Block A contains numerous leads and prospects (Fig 4) which have been generated through technical evaluation of the block by the designated operator, RENCO. Volumetric analysis of these prospects underpins the prospectivity of South Block A and any exploration success will likely have a considerable impact on the value of the Company.

New Zealand ‐ PEP 51311

Peak has entered into an agreement with New Zealand Oil & Gas Ltd ( NZOG ) to acquire a 10% participating interest in the offshore Petroleum Exploration Permit 51311 situated in the Taranaki Basin offshore New Zealand ( PEP 51311 ), by funding 20% of the dry hole costs (up to a cap of US$3 million) for the Kaupokonui exploration well.

The Taranaki Basin permit PEP 51311 was first awarded in January 2009, it is located to the east of the Marri Oilfield (51 mmbbls oil) and southwest of the Kupe field development (288 Bcf gas and 27 mmbbls condensate) ‐ Figure 1 Kupe itself lies 26 kilometres from the coast of North Island.

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Fig 5: PEP 51311 Block including the principal leads and prospects

Shortly after the award of the permit, a total of 500 kilometres of 2D seismic data was acquired and subsequently interpreted, along with more than 2,300 kilometres of vintage seismic (which was reprocessed in 2009). First and second year work programs were all completed within the first year. The permit is in good standing and all work program obligations have been met.

The interpretation effort has yielded a number of leads and prospects within the permit boundary, including a large prospect – Kaupokonui. The operator has estimated that the Kaupokonui prospect may have mean prospective resources of greater than 350 million barrels.

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