XENITRA LIMITED - Capital/Financing Update 2013

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Titan Energy Services Limited ACN 150 110 017

Entitlement Offer Booklet

In relation to

A fully underwritten pro-rata non-renounceable entitlement offer of one New Share for every four Shares held at an issue price of $0.95 per New Share to raise approximately $7 million

The Entitlement Offer closes (unless extended) at 5pm (Sydney time) on Monday 4 March 2013

This Entitlement Offer Booklet is important and should be read in its entirety. If you do not understand any part of this document or are in doubt as to what you should do, you should contact your professional adviser immediately. This document is provided for information purposes and is not a prospectus or other disclosure document under the Corporations Act.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

Joint Lead Managers and Underwriters

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Important Information .......................................................................................................... 2
Message from the Chairman ............................................................................................... 3
Key Features of the Entitlement Offer ................................................................................ 5
1 Details of the Entitlement Offer .......................................................................................6
2 How to participate ...........................................................................................................9
3 Investor Presentation ................................................................................................... 12
4 Important information for Shareholders ....................................................................... 33
5 Definitions .................................................................................................................... 38
Corporate Directory ........................................................................................................... 40

IMPORTANT INFORMATION

This Offer is being made without a prospectus in accordance with section 708AA of the Corporations Act 2001 to Eligible Shareholders with a registered address in Australia, New Zealand and Singapore recorded in the register of members on 7.00pm Sydney time Tuesday 12 February 2013 ( Record Date ).

This document is not a prospectus under Australian law or under any other law. Accordingly, this document does not contain all of the information which a prospective investor may require to make an investment decision and it does not contain all of the information which would otherwise be required by Australian law or any other law to be disclosed in a prospectus. This Entitlement Offer Booklet should be read in conjunction with the Company's other periodic and continuous disclosure announcements to ASX available at www.asx.com.au.

This Entitlement Offer Booklet may contain forward-looking statements, opinions and estimates. Forward-looking statements are not guarantees or predictions of future performance, and involve known and unknown risks, uncertainties and other factors, many of which are beyond the Company's control, and which may cause actual results to differ materially from those expressed in the statements contained in this letter and the attached materials. You should not place undue reliance on these forward-looking statements. These forward-looking statements are based on information available to the Company as of the date of this Entitlement Offer Booklet. Except as required by law or regulation (including the ASX Listing Rules) the Company undertakes no obligation to update these forwardlooking statements.

Before making any decision to invest, Eligible Shareholders must make their own investigations and analyses regarding the Company, its business, financial performance, assets, liabilities and prospects, rely on their own inquiries and judgements in the light of their own personal circumstances (including financial and taxation issues) and seek appropriate professional advice.

This Entitlement Offer Booklet does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any 'US person' (as defined in Regulation S under the US Securities Act of 1933, as amended ( US Person )). Shares may not be offered or sold in the United States or to, or for the account or benefit of, any US Person absent registration or an exemption from registration. This Entitlement Offer Booklet has been prepared for publication only in Australia, New Zealand and Singapore and may not be released elsewhere.

Capitalised terms have the meaning given to them in section 5.

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MESSAGE FROM THE CHAIRMAN

4 February 2013

Dear Shareholder

On behalf of your Directors, I am pleased to invite you to participate in this Entitlement Offer which provides you with the opportunity to subscribe for one New Share for every four Shares held at 7pm (Sydney time) on 12 February 2013 at an issue price of $0.95 per New Share.

The Entitlement Offer will raise approximately $7 million before offer costs and the proceeds will be used to fund the acquisition of Hofco Oil Field Services, announced earlier today.

Hofco acquisition

Hofco Oil Field Services ( Hofco ) is a market leading directional drilling equipment and down hole tool rental provider, currently focused on the Coal Seam Gas (CSG) sector in Queensland. Hofco was founded in 1980 and is an established and well respected brand in the CSG drilling community.

Hofco has high quality customers with whom it has built long term relationships as evidenced by the top 10 customers in FY2011 remaining customers in FY2012.

The down hole directional and drilling tools market in Queensland is expected to grow as the CSG market develops and matures and as more unconventional oil and gas opportunities are explored and developed. Hofco is well positioned to benefit from the expected growth.

The acquisition of Hofco is in keeping with Titan’s stated strategy since its initial public offering in December 2011, as it provides diversification and allows Titan to continue to leverage the growth in CSG drilling activity in Queensland.

Titan management believe there is a compelling strategic rationale for the Hofco acquisition:

Diversification - The Hofco acquisition is in keeping with Titan’s stated objective of acquiring or starting an oil and gas equipment rental business
Market leadership - Hofco is a leading specialist provider of CSG drilling hire equipment in Queensland. Barriers to entry exist given brand awareness, industry and specialist equipment knowledge
Cross marketing - Titan and Hofco have their own existing 'distribution network' and relationships that will be mutually beneficial to business growth

� Growth potential :

Growth through improved utilisation (Hofco FY13 YTD utilisation of c.50%)
Increased market share through Titan involvement and management
Significant growth is forecast in drilling activity in the CSG market over the next 15 years
Potential to expand into unconventional oil and gas and shale
Potential expansion of equipment offering over time

The acquisition of Hofco is expected to create shareholder value over time and better enable Titan to further leverage the future growth in CSG drilling activity in Queensland forecast for the next 15 years.

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The acquisition will be primarily funded by an equity capital raising ( Capital Raising ) comprising:

a fully underwritten Entitlement Offer to raise approximately $7 million (before offer costs); and
a placement of approximately 10.5 million New Shares to sophisticated, professional and other investors to whom no disclosure is required under the Corporations Act, in two tranches, to raise up to approximately $11 million ( Share Placement ). Details of the Share Placement were announced on the ASX earlier today.

Details of the Entitlement Offer

The issue price of $0.95 under the Entitlement Offer represents a discount of approximately:

18% to the theoretical ex-rights price ( TERP )[1] ; and
24% to the last close of $1.25 per Share on 30 January 2013.

Eligible Shareholders are entitled to subscribe for 1 New Share for every 4 existing Shares held at 7pm (Sydney time) on Tuesday 12 February 2013 ( Record Date ).

This Entitlement Offer Booklet contains details about the Entitlement Offer, instructions on how to participate in the Entitlement Offer and risk factors relevant to an investment in Titan.

Actions required to take up your Entitlement

The Entitlement Offer closes at 5pm (Sydney time) on Monday 4 March 2013, unless extended. To participate, you need to ensure that either your completed Entitlement and Acceptance Form and Application Money or your Application Money submitted by BPAY [ ®] are received before this time in accordance with the instructions set out on the form and in section 2 of this booklet.

Entitlements are non-renounceable and will not be tradeable on the ASX or otherwise transferable. Shareholders who do not take up their Entitlements in full will not receive any value in respect of the Entitlements they do not take up, and their percentage shareholding in the Company will be reduced following the issue of New Shares.

It is important that you carefully read this Entitlement Offer Booklet and the other publicly available information about the Company, including information on our website (www.titanenergyservices.com.au) and consider in particular the risk factors set out in the Investor Presentation in section 3 of this Entitlement Offer Booklet before making any investment decision. With this Entitlement Offer Booklet you will also find your Entitlement and Acceptance Form which details your Entitlement and provides instructions on how to participate in the Entitlement Offer.

On behalf of the Board, I invite you to consider this opportunity and thank you for your continued support.

Yours sincerely

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Shaun Scott Chairman

1 TERP is the theoretical price at which Shares should trade immediately after the ex-date for the Entitlement Offer assuming 100% take-up of the Entitlement Offer. The theoretical ex-rights price is a calculation only and the actual price at which Shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not be equal to the theoretical ex-rights price. TERP is calculated by reference to the closing price of Titan's shares on ASX of $1.16 on 30 January 2013.

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KEY FEATURES OF THE ENTITLEMENT OFFER

Summary of Offer

Issue Price

Discount

Entitlement

Approximate number of New Shares to be issued under the Entitlement Offer

$0.95 per New Share

18% to the theoretical ex-rights price ( TERP 24% to Titan's closing price of $1.25 on 30 January 2013 1 New Share for every 4 Shares held on the Record Date (12 February 2013)

7,364,042

Amount to be raised from the Entitlement Offer Approximately $7 million (before costs)

Key dates

Announcement of the Entitlement Offer 4 February 2013 Record Date to determine Entitlements 7pm (Sydney time) on Tuesday 12 February 2013 Despatch of Entitlement Offer Booklet and 18 February 2013 Entitlement and Acceptance Forms Opening date of the Entitlement Offer 18 February 2013 Closing Date — last date for lodgement of 5pm (Sydney time) on 4 March 2013 Entitlement and Acceptance Forms and payment of Application Money

Announcement of shortfall (if any) under the 6 March 2013 Entitlement Offer Issue and allotment of New Shares 12 March 2013

Transaction confirmation statements for New 12 March 2013 Shares expected to be despatched

Trading of New Shares expected to commence 13 March 2013 on ASX

Eligible Shareholders that wish to participate in the Entitlement Offer are encouraged to subscribe for New Shares as soon as possible after the Entitlement Offer opens. The Company in consultation with the Underwriters reserve the right, subject to the Corporations Act, the Listing Rules and other applicable laws, to vary the dates of the Entitlement Offer (including extending the Entitlement Offer or accepting late applications) without notice.

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1 Details of the Entitlement Offer

1.1 The Entitlement Offer

Eligible Shareholders are invited to participate in a fully underwritten pro-rata nonrenounceable Entitlement Offer to raise approximately $7 million (before costs). The Entitlement Offer will be conducted on the basis of 1 New Share for every 4 Shares held on the Record Date, at an Issue Price of $0.95 per New Share, which is payable in full on application. Fractional entitlements will be rounded up.

The Issue Price represents:

a discount of approximately 18% to the TERP; and
a discount of approximately 24% to Titan's closing price on 30 January 2013.

Please refer to the Investor Presentation in section 3 of this Entitlement Offer Booklet for information regarding the purpose of the Capital Raising, the sources and applications of proceeds of the Capital Raising, for information on Titan's business and strategy and importantly, the Hofco acquisition. You should also consider publicly available information about Titan available at www.asx.com.au and www.titanenergyservices.com.au.

1.2 Underwriting

The Entitlement Offer is fully underwritten by Wilson HTM Corporate Finance Limited and Bizzell Capital Partners Pty Ltd. An overview of the underwriting agreement is set out in section 4.9.

Eligible Shareholders

This Entitlement Offer Booklet contains an offer of New Shares to Eligible Shareholders. Eligible Shareholders are those holders of Shares who:

(a) are registered as a holder of Shares on the Record Date;
(b) have a registered address in Australia, New Zealand or Singapore;
(c) are not in the United States, are not a US Person and are not acting for the account or benefit of a person in the United States or a US Person; and
(d) are eligible under all applicable securities laws to receive an offer under the Entitlement Offer.

The Entitlements of Eligible Shareholders who also hold options to subscribe for Shares will be calculated on the basis of the number of Shares they hold on the Record Date, disregarding any options which have not been exercised before that time.

Shareholders that are not Eligible Shareholders are Ineligible Shareholders.

1.4 Effect of the Capital Raising on Titan's capital structure

(a) Share capital

The principal effect of the Capital Raising on Titan's capital structure (being the Entitlement Offer and Share Placement) will be to increase the total number of issued Shares. The capital structure of Titan following the issue of the New Shares in connection with the Capital Raising is expected to be as follows:

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Shares on issue on announcement of the Capital Raising	29,456,168
Shares to be issued under the Share Placement	Approximately 10,480,000
New Shares to be issued under the Entitlement Offer	Approximately 7,364,042
Shares on issue after the Capital Raising	Approximately 47,300,210

This table is indicative and has been prepared for illustrative purposes only. Shareholders should be aware that the actual number of Shares issued may differ from this table.

(b) Other securities

As at the date of this Entitlement Offer Booklet, the Company had on issue 1,192,447 options and 696,125 performance rights. The exercise price of all options and the number of underlying shares to which the options and performance rights relate may be readjusted in accordance with the Listing Rules following the Entitlement Offer, in accordance with their terms. The options and performance rights do not carry an entitlement to participate in the Entitlement Offer.

1.5 Withdrawal of Entitlement Offer

The Board reserves the right to withdraw all or part of the Entitlement Offer at any time before the issue of New Shares, in which case the Company will refund Application Money without payment of interest.

1.6 No cooling off rights

Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your application or payment once it has been accepted, except as allowed by law.

1.7 No Entitlements trading

Entitlements are non-renounceable and will not be tradeable on ASX or otherwise transferable. Shareholders who do not take up their Entitlement in full will not receive any value in respect of those Entitlements that they do not take up.

1.8 Shortfall shares

To the extent there is any shortfall in subscriptions for New Shares under the Entitlement Offer, the shortfall will be placed by the Underwriters in their absolute discretion, in consultation with Titan, in accordance with the Underwriting Agreement.

1.9 Minimum subscription

There is no minimum subscription for the Entitlement Offer.

1.10 Opening and Closing Date for applications

The Entitlement Offer opens for acceptances on Monday 18 February 2013 and all Entitlement and Acceptance Forms and payments of Application Money must be received by no later than 5pm (Sydney time) on Monday 4 March 2013, subject to the Directors being able to vary the Closing Date in accordance with the Listing Rules.

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1.11 Allotment of New Shares and ASX quotation

It is expected that allotment of the New Shares will take place as soon as practicable after the Closing Date. It is expected that the New Shares will be allotted no later than Tuesday 12 March 2013. However, if the Closing Date is extended, the date for allotment may also be extended.

No allotment of New Shares will be made until permission is granted for their quotation by ASX.

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2 How to participate

2.1 What you may do — choices available

Before taking any action you should carefully read this Entitlement Offer Booklet and the other publicly available information about the Company on our website

(www.titanenergyservices.com.au) and consider the risk factors set out in the Investor Presentation.

The number of New Shares to which Eligible Shareholders are entitled is shown on the Entitlement and Acceptance Form. If you are an Eligible Shareholder you may:

Alternatives

See section

Take up your Entitlement in full or in part
Allow your Entitlement to lapse

2.2 2.5

2.2 If you wish to accept your Entitlement in full or in part

Either:

Payment by cheque or bank draft

If you are paying for your New Shares by cheque, bank cheque or bank draft, complete and return the Entitlement and Acceptance form with your payment. The Share Registry must receive your completed Entitlement and Acceptance Form together with full payment for the number of New Shares for which you are applying by no later than 5pm (Sydney time) on Monday 4 March 2013 .

Your cheque, bank cheque or bank draft must be paid in Australian currency and be drawn on an Australian branch of an Australian financial institution. Your payment must be for the full amount required to pay for the New Shares applied for. Payments in cash will not be accepted.

Cheques must be made payable to 'Titan Energy Services Limited' and crossed 'Not Negotiable'.

You must ensure that your cheque account has sufficient funds to cover your payment, as your cheque will be presented for payment on receipt. If your bank dishonours your cheque your application will be rejected. We will not re-present any dishonoured cheques.

or:

Pay by BPAY[® ]

If you are paying for your New Shares by BPAY [ ®] , please refer to your personalised instructions on your Entitlement and Acceptance Form. Please note that should you choose to pay by BPAY [ ®] :

you do not need to complete or return the Entitlement and Acceptance Form but are taken to have made the declarations on that personalised Entitlement and Acceptance Form; and
if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares as is covered in full by your Application Money.

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When completing your BPAY [ ®] payment, please make sure to use the specific Biller Code and unique reference number provided on your personalised Entitlement and Acceptance Form. If you receive more than one personalised Entitlement and Acceptance Form (i.e. where you have multiple holdings), please only use the reference number specific to the Entitlement on that form. If you inadvertently use the same reference number for more than one of your Entitlements, you will be deemed to have applied only for New Shares on the Entitlement to which the reference number applies.

You should be aware that your own financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration when making payment. It is your responsibility to ensure that funds submitted through BPAY [ ®] are received by 5pm on Monday 4 March 2013 .

2.3 Acceptance of the Entitlement Offer

By completing, and the Company receiving, your personalised Entitlement and Acceptance Form with the requisite Application Money or making a payment by BPAY [ ®] , you:

(a) agree to be bound by the terms of this Entitlement Offer Booklet and the provisions of the Company's constitution;
(b) authorise the Company to register you as the holder(s) of the New Shares allotted to you;
(c) declare that all details and statements made in the Entitlement and Acceptance Form are complete and accurate;
(d) declare that you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Entitlement Offer;
(e) acknowledge that once the Company receives the Entitlement and Acceptance Form or your payment by BPAY [ ®] , you may not withdraw it except as allowed by law;
(f) agree to apply for, and be issued with up to, the number of New Shares that your payment will pay for at the Issue Price;
(g) authorise the Company and its officers or agents to do anything on your behalf necessary for the New Shares to be issued to you, including to act on instructions of the Share Registry upon using the contact details set out in the Entitlement and Acceptance Form;
(h) declare that you were the registered holder(s) at the Record Date (12 February 2013) of the Shares indicated on the Entitlement and Acceptance Form as being held by you on the Record Date;
(i) acknowledge that the information contained in this booklet is not investment advice or a recommendation that New Shares are suitable for you, given your investment objectives, financial situation or particular needs, and that the Entitlement Offer Booklet is not a prospectus, does not contain all of the information that you may require in order to assess an investment in the Company and is given in the context of the Company's past and ongoing continuous disclosure announcements to ASX;
(j) acknowledge the statement of risks in contained in the Investor Presentation in section 3, and that investments in the Company are subject to risks;
(k) represent and warrant that the law of any place (other than Australia, New Zealand and Singapore) does not prohibit you from being given this Entitlement Offer Booklet or making an application for New Shares; and
(l) represent and warrant that you are an Eligible Shareholder and have read and understood this booklet and the Entitlement and Acceptance Form and that you acknowledge the matters, and make the warranties and representations and agreements contained in this Entitlement Offer Booklet and the Entitlement and Acceptance Form.

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By completing, and the Company receiving, your personalised Entitlement and Acceptance Form with the requisite Application Money or making a payment by BPAY [ ®] , you will also be deemed to have acknowledged, represented and warranted on behalf of each person on whose account you are acting that:

(a) you are not in the United States and are not a US Person (see section 4.2), and are not acting for the account or benefit of, a US Person and are not otherwise a person to whom it would be illegal to make an offer or issue New Shares under the Entitlement Offer;
(b) you acknowledge that the Entitlements and the New Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction in the United States, or in any other jurisdiction outside Australia, New Zealand and Singapore, and accordingly, the Entitlements may not be taken up, and the New Shares may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities laws; and
(c) you have not and will not send any materials relating to the Entitlement Offer to any person in the United States or that is a US Person, or is acting for the account or benefit of a US Person.
2.4

Address details and enquiries

Completed Entitlement and Acceptance Forms (including payment of Application Money) should be forwarded in the enclosed reply paid envelope to the Company's Share Registry by mail to the following address:

Link Market Services Limited Locked Bag 3415 Brisbane QLD 4001

If you would like further information you can contact your stockbroker, accountant or other professional adviser.

2.5 If you do not wish to accept all or any part of your Entitlement

To the extent you do not accept all or any part of your Entitlement, it will lapse.

Entitlements are non-renounceable and will not be tradeable on ASX or otherwise transferable. Shareholders who do not take up their Entitlements in full will not receive any value in respect of the Entitlements they do not take up, and their percentage shareholding in the Company will be reduced following the issue of New Shares.

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3 Investor Presentation

See attached

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Acquisition of Hofco Oil Field Services and Equity Capital Raising

February 2013

Important information

This presentation has been prepared by Titan Energy Services Limited (Titan) and is given to recipients in confidence. No part of this presentation may be circulated, reproduced or provided to any third party, and the matters referred to in it must not be disclosed to third parties, in whole or in part.

You should be aware that this presentation contains price sensitive data that has not been released by Titan to the ASX. As such, the information contained herein constitutes “Inside Information” for the purposes of the Corporations Act and ASX Listing Regulations. Your receipt of same may deem you to be an “Insider” until this information is released to the market.

The information in this presentation does not contain all the information necessary to make an investment decision. It should be read in conjunction with Titan's continuous disclosure announcements. The information is of a general nature and has been prepared by Titan in good faith and with due care but no representation, warranty or assurance, express or implied is given or made as to the fairness, accuracy, adequacy, completeness or reliability of any statements, estimates or opinions, conclusions or other information contained in this presentation.

To the maximum extent permitted by law, Titan and its affiliates and related bodies corporate, and their respective officers, directors, employees and agents (relevant party), accept no responsibility for any information provided in this presentation, including any forward looking information, and disclaim any liability whatsoever (including, without limitation, any liability arising from fault or negligence) for any direct or indirect loss or damage howsoever arising from any use of this presentation or anything contained in or omitted from this presentation or otherwise arising in connection therewith.

Subject to any continuing obligations under applicable law or any relevant ASX listing rules, Titan also disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statements in this presentation to reflect any change in expectations in relation to any forward-looking statements or any change in events, conditions, circumstances, expectations or assumptions on which any such statement is based. Nothing in this presentation shall under any circumstance create an implication that there has been no change in the affairs of Titan since the date of this presentation.

None of any prospective underwriter or its advisers or the advisers of Titan, (together, the Other Persons) have authorised, permitted or caused the issue, submission, dispatch or provision of this presentation and, except to the extent referred to in this presentation and none of them makes or purports to make any statement in this presentation and there is no statement in this presentation which is based on any statement by any of them.

The information in this presentation does not constitute financial product advice (nor investment, tax, accounting or legal advice) and does not take into account your individual investment objectives, including the merits and risks involved in an investment in shares in Titan, or your financial situation, tax position or particular needs. No recommendation is made as to how investors should make an investment decision. Investors must not act on the basis of any matter contained in this presentation, but investors must rely on their own independent assessment, investigations and analysis of Titan. Investors should obtain their own professional, legal, tax, business and/or financial advisors before making any investment decision based on their investment objectives. Due care and attention should be undertaken when considering and analysing the financial performance of Titan. All amounts are presented in Australian dollars unless otherwise stated.

You should also be aware that any forward looking statements in this presentation are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to the businesses of Titan as well as general economic conditions and conditions in the financial markets. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and such deviations are both normal and to be expected.

No relevant party makes any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, and you are cautioned not to place undue reliance on these statements. The forward looking statements in this presentation reflect views held only as at the date of this presentation.

Each recipient of this presentation or any entity or person receiving this document represents, warrants and confirms that it accepts the above conditions.

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	Table of contents PAGE NO.	Table of contents PAGE NO.

		1. Executive Summary 4 2. Hofco Oilfield Services 6 3. Industry Overview and Opportunities 15 4. Titan Overview 18 5. Titan Half Year Results and Trading Update 24 6. Equity Raising 29

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1. Executive Summary

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1. Executive summary

Titan Energy Services (ASX:TTN) (“Titan”) is an oil and gas field services company focused on the rapidly growing CSG to LNG industry in QLD
Since listing on ASX, Titan has successfully integrated RCH and has demonstrated a track record of delivering on its earnings guidance
Titan has agreed to acquire Hofco Oil Field Services (“Hofco”), a leading directional drilling equipment and down hole tool rental provider to the oil and gas sector in QLD, for c.$21.7m[1 ]
The acquisition is consistent with Titan’s stated strategy of targeting other services in the CSG industry
The Hofco acquisition will be funded through a combination of equity and operating cashflow

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Titan Energy Services (post Hofco acquisition)
Atlas – CSG Drilling RCH – Portable Nektar – Catering & Hofco - Equipment Hire
Accommodation Camp Management
� 4 rigs under contract � 496 rooms as at 31 � Organic start-up � Provider of rental
� 3 owned rigs, 1 December 2012 business drilling and ancillary
operating contract � Servicing CSG � Operating for seven equipment to the oil
� High utilisation development and months and gas sector
� ‘Blue chip’ customers services industries � 6 contracts secured � Growth potential
� Experiencing rapid � Significant growth under Titan
growth expected ownership
1 The total contract price is $30.5 million. At completion Hofco will have cash on hand of approximately $8.8 million, representing an acquisition value of $21.7 million on a cash
free debt free basis.
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5
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2. Hofco Oil Field Services

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2. Transaction overview

Titan will acquire Hofco for cash of $21.7m[1] on a cash free and debt free basis, comprised as follows:
» $15.9m upfront
» $5.8m deferred consideration (payable at the earlier of Hofco’s audited FY13 financial statements or 31 August 2013)
Titan is acquiring Hofco on 3.5x FY13 EV/EBITDA and 4.3x EV/EBIT
The Hofco acquisition is expected to be EPS neutral in FY13 on a pro forma basis
Hofco is expected to deliver revenue of $8.5m, EBITDA of $6.2m, and EBIT of $5.1m in FY13 on a proforma stand alone basis
Key management have agreed to: remain for 2 years; retention packages; and non compete arrangements for 2 years after departure from Titan
Vendor has agreed to 5 year restrictive covenants

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Downhole Motor Cross Over Sub and Non Magnetic Drill Collars
Float Sub
1 The total contract price is $30.5 million. At completion Hofco will have cash on hand of approximately $8.8 million, representing an acquisition value of $21.7 million
on a cash free debt free basis.
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2. Hofco business overview

Hofco is a leading directional drilling equipment and down hole tool rental provider in QLD, currently focused on the CSG sector
Established in 1980 by its vendor, Ian Hofmeier
Run by a respected and experienced management team who have agreed to remain with the business for at least two years
Hire equipment includes: drill collars and pipes; downhole motors; hydraulic drilling jars; survey instruments; stabilisers; and fishing equipment
The down hole directional and drilling tools market is expected to grow as the CSG market develops and matures and as more unconventional oil and gas opportunities are explored and developed

What is Hofco’s equipment used for? Directional drilling equipment and down hole tools enable the rig to drill directional wells that serve to enhance the exploration and appraisal potential, and ultimately the productivity of CSG and conventional oil and gas wells Wire Line Unit Float Valve

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2. Hofco business model

In FY12, approximately 95% of Hofco’s revenue was generated from equipment hire
The specialised nature of the equipment has led to lower utilisation rates (c.50%) compared to Atlas Drilling and RCH, however Hofco’s margins are high (c.73% in FY12)
The rental periods can range from 1 week to 12 months
Equipment is generally hired out at a daily rate
The customer is responsible for replacement of lost equipment and refurbishment costs

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Non Magnetic Drill Collars Integral Blade Stabilizer
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2. Hofco customers

Hofco does not have customer concentration issues
» Throughout FY11, FY12 and FY13YTD, the Company’s top 10 customers represented on average approximately 53% of total revenues
Hofco distributes and services a wide selection of industry participants without significant exposure to any particular operator
Long term relationships with major customers and low churn
» Each top 10 customer in FY11 was a customer in FY12

Customers include:

» AGL
» Atlas Drilling
» Beach Energy
» Santos
» Senex Energy Limited » Smith
» Transfield

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2. Strategic rationale and growth potential

Diversification � Stated objective of acquiring or starting an oil and gas equipment rental business strengthens Titan’s position as a diversified oil and gas services company

Market leadership

Hofco is a leading specialist provider of CSG drilling hire equipment in QLD
Barriers to entry exist given brand awareness, industry and specialist equipment knowledge
Cross marketing � Titan and Hofco have their own existing “distribution network” and relationships that will be mutually beneficial to business growth

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�
Growth potential
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Growth through improved utilisation (Hofco FY13 YTD utilisation of c.50%)
Increased market share through Titan involvement/management
Significant growth is forecast in drilling activity in the CSG market over the next 15 years
Potential to expand into unconventional oil and gas and shale
Potential expansion of equipment offering over time

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2. Hofco financials – Pro forma P&L

Hofco’s historical results and its pro forma combined revenue and earnings with Titan for FY13 are set out below
Hofco’s FY12 result included 2 large contracts. Similar sized contracts are not expected in FY13F
FY13F is representative of Hofco business going forward (ex Titan improvements)

Profit & Loss ($ million)	Hofco FY11A(1)	Hofco FY12A(1)	Hofco FY13F(2)	Titan FY13F(3)	Combined Pro forma FY13F(4),(5)
Revenue	5.8	9.1	8.5	60.0 – 64.0	68.5 - 72.5
EBITDA	4.2	6.7	6.2	13.8 – 14.8	20.0 – 21.0
EBITDA Margin	72%	74%	73%	23%	29%
Depreciation & Amortisation	(0.5)	(1.0)	(1.1)	(4.8)	(5.9)
EBIT	3.7	5.7	5.1	9.0 – 10.0	14.1 – 15.1
EBIT Margin	64%	63%	60%	15%	21%
Hofco value(6)		21.7	21.7
EV/EBITDA multiple		3.2x	3.5x
EV/EBIT multiple		3.8x	4.3x
Notes:

(1) Based on unaudited management accounts provided by Hofco.
(2) Titan management forecast for Hofco for FY13 based on information provided by Hofco. This includes the following information which has been subject to acquisition due diligence by Titan: Hofco's actual results for the 4 months ended 31 October 2012 based on Hofco's unaudited management accounts; and Hofco and Titan's forecast revenue and earnings for the remaining period ending 30 June 2013.
(3) Based on Titan's FY13 guidance announced on 22 January 2013.
(4) Pro forma combination has been prepared for illustrative purposes to assist investors understand the effect of the acquisition on Titan as if Hofco had been part of the Titan Group for all of FY13 and the proposed capital raising had been completed. It should not be treated as a forecast of the actual FY13 earnings of Titan post acquisition. Actual FY13 earnings results may differ due to revenue recognition - Titan expects to recognise revenue and earnings from Hofco for only part of FY13 – and other operational factors.
(5) Based on the information described in Notes (1) and (2) above, adjusted to reflect (a) the exclusion of certain non-recurring expenses such as Hofco management incentives and (b) the effect of expected acquisition accounting treatment.
(6) On a cash free, debt free basis.

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2. Hofco financials - Pro forma Balance Sheet

2. Hofco financials - Pro forma Balance Sheet	2. Hofco financials - Pro forma Balance Sheet

$ Million Titan 31 Dec 2012(1) Hofco 31 Dec 2012(2) Pro forma (Incl. Hofco) 2012(3) Cash and cash equivalents 0.9 2.1(4) 3.0 Receivables 13.3 1.4 14.7 Property, Plant and equipment 31.5 7.0 38.5 Intangible assets 5.3 14.8 20.1 Deferred tax assets 1.1 1.1 Other Assets 0.5 0.5 Total Assets 52.6 25.3 77.9 Payables 10.6 1.3 11.9 Current tax liability 2.2 1.2 3.4 Borrowings – current 2.3 5.8(5) 8.1 Borrowings – non-current 8.9 8.9 Other Liabilities 0.9 0.9 Total Liabilities 25.0 8.3 33.3 Net Assets 27.6 17.0(6) 44.6 �As at 31 Dec 2012, Titan had net de of $10.3m and gearing(7)of 27% �On completion of the capital raising and the acquisition, Titan will have p forma(3)net debt of $14.0m implying pro forma gearing of 24%(7) �Titan announced the refinance of its debt facilities with GE in November 2012 �A summary of the GE facilities is as follows: Facility Limit (A$m) Drawn (A$m) Term Term Loan 11.8 11.6 5 yrs Capex 5.0 0.0 5 yrs Working Capital 8.0 0.0 5 yrs $24.8 $11.6
Cash and cash equivalents Receivables Property, Plant and equipment Intangible assets Deferred tax assets Other Assets Total Assets Payables Current tax liability Borrowings – current Borrowings – non-current Other Liabilities Total Liabilities Net Assets
	Limit (A$m) Drawn (A$m) Term
	11.8 11.6 5 yrs 5.0 0.0 5 yrs 80 00 5 r
	. . ys $24.8 $11.6

As at 31 Dec 2012, Titan had net debt of $10.3m and gearing[(7) ] of 27%
On completion of the capital raising and the acquisition, Titan will have pro forma[(3) ] net debt of $14.0m implying pro forma gearing of 24%[(7)]
(1) Taken from Titan’s half year results announced on 31 January 2013.
(2) Based on unaudited Hofco management accounts and after likely accounting adjustments following Hofco’s acquisition by Titan. (3) Prepared for illustrative purposes to show the effect of Hofco on the Titan group as if it had been part of the Titan group as at 31 December 2012 and including the capital raising. (4) Relates to the difference between capital raising ($18.0m) and upfront consideration of ($15.9m). Costs in relation to the capital raising and other acquisition expenses are included in payables.
(5) Relates to deferred consideration.
(6) Equity proceeds net of estimated acquisition and equity raising costs.
(7) Net Debt / Net Debt plus Book Equity.

(8) The pro forma balance sheet should not be treated as a forecast of the future financial position of Titan post acquisition. Its actual financial position may differ due to revenue recognition - Titan expects to recognise revenue and earnings from Hofco for only part of FY13 – the financial performance of Titan (including Hofco), cash flows and other movements in balance sheet items after 31 December 2012.

2. Hofco business highlights

Strong margins (74% in FY12)
» Due to its market positioning, service ethic, low overheads and specialised nature of equipment
Low capital intensity
» Drilling tools and supplies have long useful life (usually 10 years)
» Costs of tool refurbishment born by the user when returned
� Loyal customer relationships with significant levels of repeat business
High quality customers
Barriers to entry
» Required in depth knowledge of specialised equipment
» Industry relationships built up over 30 years » Strong brand with the CSG drilling community in Australia » Specialised equipment is difficult to source
Market positioning » Titan management estimate that Hofco has c.50% share of the Australian down-hole CSG equipment rental market

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3. Industry Overview and Opportunities

3. Industry overview and opportunities

The Hofco acquisition will allow Titan to further leverage the committed expenditure in QLD CSGLNG
Titan’s target market of CSG-LNG drilling continues to grow
4 major LNG projects are progressing towards production by 2015/16
» No sign of a slow down in cap ex
LNG export facilities under construction or proposed by significant industry players are as follows:

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Project Sponsor Proposed Start year Status Total CSG Wells
capacity wells bought on
(Mtpa) required line per
year [(1)]
Under
QCLNG British Gas 8.5 2014 6,200 270-520
Construction
Santos/Total Under
GLNG 7.8 2015 5,700 250-480
Petronas/Kogas Construction
Origin/Connoc Under
APLNG 9 2015 6,600 280-550
Philips/Sinpoec Construction
Shell/
SALNG 8 to 9 2016-2017 Awaiting FID 5,300 260-490
PetroChina
Total Up to 34.3 23,800 1,060-2,060
Sources: ACIL, Tasman, Company websites, Dept of Sustainability, Environment, Water, Population and Communities, Dept of State Development, Infrastructure and Planning
Note: (1) ACIL Tasman low and high forecast for number of wells drilled between CY2013 and the life of the relevant project
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Sources: ACIL, Tasman, Company websites, Dept of Sustainability, Environment, Water, Population and Communities, Dept of State Development, Infrastructure and Planning
Note: (1) ACIL Tasman low and high forecast for number of wells drilled between CY2013 and the life of the relevant project
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3. Industry overview and opportunities (cont’d)

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QLD CSG production and consumption forecastQueensland CSG production and consumption forecast
2,500
2,000
1,500
1,000
500
0
CSG domestic consumption CSG LNG exports Non-CSG LNG feed
Source: ACIL Tasman
QLD CSG-LNG Drilling (# of Wells)Queensland CSG LNG Drilling (# of Wells) Arrow T4
2500 Arrow T3
APLNG T4
APLNG T3
2000 GLNG T3
QCLNG T3
1500 Arrow T2
Arrow T1
APLNG T2
1000 APLNG T1
GLNG T2
500 GLNG T1
QCLNG T2
QCLNG T1
0 Committed
Total
Likely
future
Source: ACIL Tasman
Note: (1) Mid cost forecast from the ACIL Tasman forecast .
Queensland CSG Production (PJ/a)
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030
Number of wells
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QLD CSG-LNG production and consumption forecasts (2010 to 2030)

QLD CSG production is forecast to increase from c. 200 PJ/a in 2011 to c.1,000 PJ/a by 2015

QLD CSG-LNG drilling No. of wells (2011 to 2025)

Number of wells has increased from c. 850 wells per year in 2012 to a forecast > c.1,560 in 2015 and c.800 – 1,000 p.a. from 2015 - 2025 (this assumes no new projects are announced)

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4. Titan Overview
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4. Atlas Drilling

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Commenced in 2007 with its first rig
Strong reputation for offering highly mobile, flexible and productive drilling packages
Operating two owned rigs and a third rig under an Operating & Maintenance (O&M) contract
A fourth rig is currently under construction and is expected to be operational in March 2013

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FY13 H1 utilisation at 98% underpinned by contracts with blue chip customers
The business leverages its strong management team with significant experience in the oil and gas industry
Given the current and forecast future activity in the CSG industry in QLD the business is well positioned for growth
As at 31 December 2012, Rig 1 and 2 recorded 646 and 553 days Lost Time Injury (LTI) free respectively. Rig 3 recorded 2 LTIs during the first 6 months of its operation. It has since been 98 days LTI free.

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Atlas revenue ($m)
20
15
10
5
0
H1 FY11 H2 FY11 H1 FY12 H2 FY12 H1 FY13
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4. Atlas Drilling – order book

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As the 4 major LNG projects in QLD move closer to production, demand for CSG drilling rigs has increased significantly
Atlas Drilling has been able to secure longer term contracts for its rigs and expand the fleet to four
Atlas Drilling’s current order book:

Rig#	Client	Term	Start	End	Comments
Rig 1	QGC	~12 months	Sept 2012	Sept 2013+	24 Well (to Sept 2013) + 6 month Option
Rig 2(1)	Arrow	~14 months	Dec 2011	Feb 2013	Recontracting the Rig
Rig 3(2)	APLNG	6 months	Dec 2012	May 2013+	6 month option
Rig 4	APLNG	12 months	Mar 2013	Feb 2014+	1 year extension

Note:

(1) Discussions advanced for recontracting Rig 2 with another client (2) The Rig 3 contract involves Atlas Drilling operating the rig on behalf of a third party under an operating and maintenance contract. When the Rig is working for a third party, such as APLNG, the Rig is rented by Atlas Drilling.
- Denotes option to extend beyond this date

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4. RCH overview

RCH is a containerised portable camps business catering to CSG related services and infrastructure companies
Acquired in September 2011 (effective 1 July 2011) with capacity of 110 rooms
Post acquisition, Titan appointed a GM and BDM to oversee the operation and growth
As at 31 December 2012, the RCH business has grown 110% to 496 rooms from 236 in June 2012
The RCH business has grown from increases in enquiry and contract size
Utilisation has remained high during the half at 78% with stronger utilisation expected in the second half of FY13

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RCH Number of Rooms Available
600
110% 496
500 increase
400 336
300 236
200 168 168
110
100
0
Sep 11 Dec 11 Mar 12 Jun 12 Sep 12 Dec-12
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21
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4. RCH overview (continued)

RCH’s containerised accommodation units are specifically suited to the oil and gas drilling sector as they are easily and rapidly mobilised
RCH’s business model is to hire its camps with ancillary and support services either provided directly or by sub-contractors
RCH has grown rapidly due to its competitive advantages of:
» Industry leading and new accommodation units;
» Flexibility of the modular design;
» Responsiveness and high level of client service relating to logistics services and camp relocations; and
» Safety pre-qualification for top tier CSG companies

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Contracts:

Current contracts range from 3 to 18 months (average ~6 months)
Order book remains strong

Major customers:

APLNG
Leighton's
Daracon
Bruhl
General Trade Industries
Energy Drilling Australia

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4. Nektar Remote Hospitality

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Established by Titan in April 2012
Nektar offers high quality catering and camp management services to remote accommodation service providers

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Low capital intensive business which will target remote catering opportunities throughout Australia

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The Nektar team quickly established themselves, winning their first contract in June 2012 (term 18 months)

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Currently servicing 6 contracts equating to serving approximately 16,000 meal days in its first six months of trading
Significant potential market in both temporary and permanent catering and camp management

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Nektar Man Days Catered
8,000
7,000
6,000
5,000
4,000
3,000
2,000
1,000
-
Jul 12 Aug 12 Sep 12 Oct 12 Nov 12 Dec 12
Number of days Nektar has catered x number of people cater for
Reduction in days catered due to reduced maning levels over holiday period
23
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5. Titan 1H FY13 Results and
Trading Update
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5. Financial overview – Profit & Loss

$ Million	Actual	Actual	% Change
	1H FY13	1H FY12
Revenue	29.6	15.0	97%
EBITDA	6.5	2.4(1)	171%
EBITDA margin %	22.0%	16.0%
EBIT	4.3	0.7	514%
EBIT margin %	14.5%	4.7%	9.7%
Net Profit Before Tax	3.3	0.4	725%
Net Profit After Tax	2.3	0.3	667%
Basic earnings per share (cents)	7.96	1.36	485%
Dividends per share (cents)	2.0	Nil	n/a

Note: (1): Reported EBITDA in 1H FY12 was $2.8m This has been adjusted by adding back share based expenses associated with the company’s performance rights plan and employee share issue.

5. Financial overview – Balance Sheet

$ Million	31 December	30 June
	2012	2012
Cash and cash equivalents	0.9	1.4
Receivables	13.3	6.5
Property, Plant and equipment	31.5	28.9
Intangible assets	5.3	5.3
Deferred tax assets	1.1	0.7
Other Assets	0.5	0.2
Total Assets Payables	52.6 10.6	43.0 7.4
Current tax liability	2.2	0.8
Borrowings – current	2.3	2.0
Borrowings – non-current	8.9	7.4
Other Liabilities	1.0	0.3
Total Liabilities	25.0	17.9
Shareholders Equity	27.6	25.1

As at 31 December 2012, Titan had net debt of $10.3m and gearing[(1) ] of 27%
Receivables have increased in-line with strong business growth
» $10.6m current
» $2.7m non-current (of which $2.3m subsequently paid in January 2013)
Net tangible assets per share of 76 cents as at 31 December 2012 (excludes intangible assets)
Refinancing of Titan’s debt occurred during the half to assist the Company’s growth
Undrawn funding facilities with GE as at 31 December
» $5.0m in Capex facility
» $8.0m working capital facility

Note: (1) Net Debt / Net Debt plus Book Equity

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5. Financial overview – working capital and cashflow

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$ Million Actual
30 Dec
2012
Cash flow from operations 2.5
CAPEX (4.8)
Sale of PP&E 0.1
Increase / (decrease) from secured 1.7
borrowings
Share issue proceeds net of costs 0.6
Dividend (0.6)
Net cash flow (0.5)
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Cashflow from operations and additional debt funding utilised to grow the business
Capex through the period used to fund the initial stages of Rig 4 build-up, and maintenance and ancillary components of additional camps leased during the period
Bank funding was refinanced with GE during the 6 months to December providing additional immediate funding and lines of funding for future expansion
Share proceeds generated through the DRP placement, established for Titan’s maiden dividend
Future cashflow will be used to grow the business organically or through acquisition and pay dividends to shareholders (targeting 25% NPAT payout ratio)

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27
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5. FY13 outlook

Expecting a stronger remainder of the year due to:
» Fourth drill rig package to be in operation
» Atlas Drilling utilisation expected to remain strong driven by major oil and gas company contracts
» RCH starting the half year with 496 rooms, 110% capacity increase since June 2012
» Growth within the Nektar business stronger than anticipated
» CSG activity remains buoyant
Titan’s standalone full year EBIT forecast of $9.0-$10.0m represents a $1.0m increase on previous guidance (FY12: $3.9m)
Including Hofco, Titan’s pro forma combined FY13 EBIT would increase to between $14.1m - $15.1m[(1), (2)]

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Titan Energy Services Proforma EBIT (A$m)
16 15.1
14.1
14
12
10 9.6 9.0 10.0
8 6.3
6
3.9
4 2.6
2
0
FY 11a FY 12a FY13f (Low Range) FY13f (High Range)
Titan EBIT (ex Hofco) High FY13 guidance Hofco
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* See slide 12
Notes:
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(1) See slide 12 for discussion generally of basis of preparation of proforma earnings and proforma adjustments (2) The proforma combined FY13 EBIT has been prepared for illustrative purposes to assist investors understand the effect of the acquisition on Titan. It should not be treated as a forecast of Titan's actual FY13 EBIT post acquisition. Titan's actual FY13 earnings post acquisition may differ due to factors including: (1) revenue recognition - Titan expects to recognise revenue and earnings from Hofco for only part of FY13; (2) operational factors such as: significant unbudgeted weather events, Atlas Drilling utilisation e.g. if it does not remain high for 2HFY13; and demand for the RCH business e.g. if strong demand does not continue

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6. Equity Raising

6. Acquisition funding

The Hofco acquisition will funded by a combination of equity and operating cash flow:
» Approximately $7.0m from a non renounceable entitlement offer at an issue price of $0.95;
» Approximately $11.0m placement to institutional and sophisticated investors at an issue price of $1.05; and » The remainder from operating cash flow
The proceeds of the equity raising will be primarily applied to the Hofco acquisition
Titan does not intend to draw down any further debt from its existing facilities to pay for the acquisition

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6. Placement details

$11m placement to institutional and sophisticated investors
Placement » c.3.9m shares unconditional under Titan’s existing placement capacity structure » c.6.6m shares conditional on approval at EGM � Placement shares to be issued ex 2 cent interim dividend and will not participate in the Entitlement Offer � $1.05 per New Share
Offer price � c.16% discount to Titan’s closing price of $1.25 on 30 January 2013 � c.19% discount to the 5 day VWAP � Placement to be settled in two tranches:
Settlement » Unconditional placement to settle on 13 February 2013 » Conditional placement to settle on 8 March 2013
Shareholder � Settlement of the conditional placement is subject to Titan shareholder approval by ordinary resolution at approval for EGM conditional placement � The EGM has been convened to be held on 5 March 2013

6. Entitlement Offer details

1 for 4 pro-rata non-renounceable entitlement offer (“Entitlement Offer”) to raise approximately $7.0m through
Entitlement Offer the issue of approximately 7.4m shares
Structure and Size � Shares issued under the Entitlement Offer will rank equally with existing shares � $0.95 per New Share
Offer price � c.24% discount to Titan’s closing price of $1.25 on 30 January 2013 � c.18% discount to the theoretical ex-rights price (TERP)[(1) ] � Major shareholders XLX Pty Ltd and related entities have indicated an intention to take up 100% of their pro
Commitment of rata entitlements
major shareholders and Board � Directors Jim Sturgess, Shaun Scott, Stephen Bizzell and Simon Keyser will be entering into firm commitments to take up their pro-rata entitlements
Underwriting � The Entitlement Offer is proposed to be underwritten by Wilson HTM and Bizzell Capital Partners

Note: (1) TERP is the theoretical price at which Shares should trade immediately after the ex-date for the Entitlement Offer assuming 100% take-up of the Entitlement Offer. The theoretical ex-rights price is a theoretical calculation only and the actual price at which Shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not be equal to the theoretical ex-rights price. TERP is calculated by reference to the closing price of Titan’s shares on ASX of $1.16 as at 30 January 2013

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6. Indicative timetable

Entitlement Offer and Placement	Date
Trading halt commences	Thursday 31 January 2013
Bookbuild opens	Thursday 31 January 2013
Bookbuild closes	Friday 1 February 2013
Announce capital raising and acquisition	Monday 4 February 2013
TTN shares trading on an ex-entitlement basis	Wednesday 6 February 2013
Record date for the Entitlement Offer (7.00pm AEST)	Tuesday 12 February 2013
Settlement of unconditional placement	Wednesday 13 February 2013
Allotment and trading of new shares issued under the unconditional placement	Wednesday 14 February 2013
Entitlement Offer opens	Monday 18 February 2013
Entitlement Offer closes	Monday 4 March 2013
Extraordinary General Meeting to approve conditional placement	Tuesday 5 March 2013
Settlement of conditional placement	Friday 8 March 2013
Allotment and trading of new shares issued under the conditional placement	Monday 11 March 2013
Trading of new shares issued under the Entitlement Offer	Wednesday 13 March 2013

Note: Dates and times are indicative only and are subject to change. TTN reserves the right, subject to the Corporations Act, the ASX Listing Rules and other applicable laws, to vary the dates and times. All times and dates refer to Australian Eastern Standard Time (AEST).

6. Key risk factors

Titan Energy Services’ (“Titan” or the “Company”) business is subject to a number of risk factors both specific to its business and of a general nature. Titan’s business, financial condition and results of operations could be materially and adversely affected by the occurrence of any of the risks associated with its business. As a result, the trading price of Titan’s shares could decline and shareholders could lose all or part of their investment. The risks outlined should not be considered exhaustive of the risks faced by Titan and its investors but these and other risks could have a material impact on the financial performance of Titan and the value of the Titan’s shares.

Operational risks

Customer demand and outlook for the oil and gas industry in Australia

The Company’s business depends on, amongst other things, the level of activity in the oil and gas industry and in particular, the level of activity in the CSG industry. Any prolonged decline in the demand for oil and gas may result in a corresponding decline in demand for the Company’s temporary accommodation and drilling services.

Operational Risks

The Company is exposed to a number of operational risks including adverse weather, natural disasters, labour shortages, loss of key personnel and industrial accidents.

Asset utilisation and productivity

Titan’ financial performance is reliant on the utilisation and productivity of its key assets. Any unscheduled downtime or period of time where assets are uncontracted or unable to be utilised may have a material affect on the financial performance of the Company.

Contractual risks

The Company’s operations rely on the performance of third party contracts, some of which may be terminated by the counterparty on short notice.

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6. Key risk factors

Operational risks (continued)

Reliance on key personnel

Titan Energy Services’ progress in pursuing its objectives could be dramatically influenced by the loss of key personnel or a failure to secure and retain additional key personnel as the Company grows.

Increased competition

Increased competition from existing competitors or the entry of new competitors in the market could result in reduced operating margins, loss of market share, increased labour costs and loss of key staff to competitors.

CSG industry specific regulatory and environmental risks

Due to the current public debate surrounding the environmental impact of the extraction of CSG, the industry is subject to substantial public and regulatory scrutiny. The implementation of future regulations or approval processes in the CSG industry may lead to a decrease in demand for the services of the Company.

Financing

Titan has debt facilities with GE. These facilities contain a variety of material financial and other covenants which Titan and each of its subsidiaries is required to comply with. In the event of a breach, GE may be entitled in certain circumstances to call for repayment of the facilities.

Equipment constraints

In order to conduct its business, Titan is reliant on purpose-built portable camps and drilling rigs. Titan may have difficulty in gaining access to purpose-built equipment at appropriate prices and in a timely manner or the quality of the available equipment may not be acceptable or suitable for its intended use.

6. Key risk factors

Operational risks (continued)

Sustainability of growth and margins

The sustainability of growth and the level of profit margins from operations are dependent to a degree on the Company’s ability to secure new customers and contracts. Failure to obtain drilling or accommodation hire contracts may have a material adverse affect on the Company.

If Titan experiences strong growth in future years and is not able to properly manage such growth due to labour or capital equipment shortages, its financial performance could be adversely affected.

Acquisition risks

Completion risk

Completion of the Hofco acquisition is expected to occur in March 2013. Completion of this acquisition is subject to Titan obtaining sufficient funding by 15 March 2013. A component of the equity issue (second tranche of placement ) requires approval at EGM. Should this approval not be received, for whatever reason, the acquisition may not proceed. If the acquisition does not complete for any reason, Titan will consider options in relation to the use of funds raised under the Offer, including use of the funds for working capital purposes.

Completion of the acquisition is also subject to other customary conditions precedent including entering into definitive contracts with senior Hofco executives; shareholder approval for Hofco providing to GE, after completion, a secured guarantee of Titan's obligations under the senior finance facilities; and there being no adverse material change in relation to Hofco and no material breach of representation or warranty by the Seller. The acquisition may not proceed if any of these conditions precedent are not satisfied.

Analysis of acquisition opportunity

Titan has undertaken financial, business and other analyses of Hofco in order to determine its attractiveness to Titan and whether to pursue the acquisition. It is possible that such analyses, and the best estimate assumptions made by Titan, draws conclusions and forecasts that are inaccurate or which are not realised in due course. For example, Hofco carries out certain environmentally relevant activities and Titan has made a commercial assessment that Titan's potential risks and exposures are acceptable. There may be a materially adverse effect if this assessment is later found to be incorrect (eg additional remediation costs or breach of banking covenants). To the extent that the actual results achieved by Hofco are different than those indicated by Titan’s analysis, there is a risk that the profitability and future earnings of the operations of the expanded Titan business may be materially different from the profitability and earnings expected as reflected in this Presentation.

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6. Key risk factors

Acquisition risks (continued)

Reliance on information provided

Titan undertook a due diligence process in respect of Hofco, which relied in part on the review of financial and other information provided by the vendors of Hofco. Despite taking reasonable efforts, Titan has not been able to verify the accuracy, reliability or completeness of all the information which was provided to it against independent data. Similarly, Titan has prepared (and made assumptions in the preparation of) the financial information relating to Hofco on a stand-alone basis and also to Titan post acquisition (“Titan Group”) included in this Presentation in reliance on limited financial information and other information provided by the vendors of Hofco. Titan is unable to verify the accuracy or completeness of all of that information. If any of the data or information provided to and relied upon by Titan in its due diligence process and its preparation of this Presentation proves to be incomplete, incorrect, inaccurate or misleading, there is a risk that the actual financial position and performance of Hofco and the Titan Group may be materially different to the financial position and performance expected by Titan and reflected in this Presentation. Investors should also note that there is no assurance that the due diligence conducted was conclusive and that all material issues and risks in respect of the acquisition have been identified. Therefore, there is a risk that unforseen issues and risks may arise, which may also have a material impact on Titan.

Integration risk

The acquisition involves the integration of the Hofco business, which has previously operated independently to Titan. As a result, there is a risk that the integration of Hofco may be more complex than currently anticipated, encounter unexpected challenges or issues and takes longer than expected, diverts management attention or does not deliver the expected benefits and this may affect Titan’s operating and financial performance. Further, the integration of Hofco’ accounting functions may lead to revisions, which may impact on the Titan Group’s reported financial results.

Historical liability

If the acquisition of Hofco completes, Hofco may become directly or indirectly liable for any liabilities that Hofco has incurred in the past, which were not identified during its due diligence or which are greater than expected, and for which the market standard protection (in the form of representations and warranties and indemnities) negotiated by Hofco prior to its agreement to acquire Hofco turns out to be inadequate in the circumstances. Such liability may adversely affect the financial performance or position of Hofco post acquisition.

6. Key risk factors

Acquisition risks (continued)

Acquisition accounting

In accounting for the acquisition in the pro-forma combined balance sheet, Hofco has performed a preliminary fair value assessment of all of the assets, liabilities and contingent liabilities of Hofco. Hofco will undertake a formal fair value assessment of all of the assets, liabilities and contingent liabilities of Hofco post-acquisition, which may give rise to a materially different fair value allocation to that used for purposes of the pro-forma financial information set out in this Presentation. Such a scenario will result in a reallocation of the fair value of assets and liabilities acquired to or from goodwill (included in the intangibles line in the pro-forma summary balance sheet) and may lead to an increase or decrease in depreciation and amortisation charges in Hofco’s income statement (and a respective increase or decrease in net profit after tax).

General risks

Investors in Titan are exposed to general risks that may adversely affect the financial performance or the current and proposed operations of Titan. These risks include fluctuations in the market price of shares in Titan in accordance with general market conditions and factors specifically affecting the Australian energy and resource services sector in particular; changes in the general economic climate in which Titan operates including the general level of economic activity, interest rates, exchange rates, commodity and gas prices, inflation and other economic factors; changes in government fiscal, monetary or regulatory policies; and unforseen expenses that may need to be incurred that have not been taken into account

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6. Selling restrictions

This Presentation has been prepared for information purposes only and is not a prospectus, disclosure document or other offering document under Australian law or under any other law. The distribution of this presentation outside Australia may be restricted by law. Any recipient of this document outside Australia must seek to observe any such restrictions. Persons who come into possession of this Presentation should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities law. This Presentation may not be reproduced or published, in whole or in part, for any purpose without the prior written permission of Titan.

This Presentation has been prepared for publication in Australia and may not be released or distributed in the United States or elsewhere. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or elsewhere. Specifically, any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 (as amended) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

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4 Important information for Shareholders

4.1 No prospectus or product disclosure statement and not investment advice

The Entitlement Offer to which information in this Entitlement Offer Booklet related is being made in reliance on section 708AA of the Corporations Act. The information in this Entitlement Offer Booklet is not a prospectus, product disclosure statement, disclosure document or other offering under the Corporations Act (or any other law). Accordingly, neither this Entitlement Offer Booklet nor the Entitlement and Acceptance Form are required to be lodged or registered with ASIC.

It is also not investment advice and does not take into account your investment objectives, financial situation, tax position and particular needs. Before deciding whether to apply for New Shares, you should consider whether they are a suitable investment for you in light of your personal circumstances (including financial and taxation issues) and seek professional guidance before deciding whether to invest.

4.2 Foreign jurisdictions

(a) General restrictions

This Entitlement Offer Booklet and accompanying Entitlement and Acceptance Form do 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.

No action has been taken to register or qualify the New Shares, or to otherwise permit an offering of New Shares, outside Australia, New Zealand and Singapore. The New Shares may not be offered in a jurisdiction outside Australia, New Zealand or Singapore where such an offer is not made in accordance with the laws of that place.

The distribution of this Entitlement Offer Booklet in jurisdictions outside Australia, New Zealand and Singapore may be restricted by law and therefore persons who come into possession of this document outside Australia, New Zealand and Singapore should seek advice on and observe any such restrictions. A failure to comply with these restrictions may constitute a violation of applicable securities laws.

It is the responsibility of any applicant to ensure compliance with any laws of the country relevant to their application. Return of a duly completed Entitlement and Acceptance Form and/or payment of Application Money will be taken by the Company to constitute a representation that there has been no breach of such laws and that the applicant is physically present in Australia, New Zealand or Singapore.

(b) New Zealand securities law requirements

The Entitlement Offer will be offered in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). This Entitlement Offer Booklet has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand).

This Entitlement Offer Booklet is not an investment statement or prospectus under New Zealand law, and may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

(c)

Singapore

The New Shares are not being offered to the public within Singapore other than to existing Shareholders of the Company with registered addresses in Singapore to whom the Entitlement Offer is being made in reliance on the exemption contained in section 273(1)(cd)(i) of the Singapore Securities and Futures Act ( SFA ).

This Entitlement Offer Booklet has not been registered as a prospectus or other offer document with the Monetary Authority of Singapore. Accordingly, this Entitlement

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Offer Booklet and any other document or material in connection with the Entitlement Offer or sale, or invitation for subscription or purchase, of the New Shares may not be circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an existing holder of Shares pursuant to section 273(1)(cd) of the SFA or (ii) otherwise pursuant to, and in accordance with, the conditions of an exemption under any provision of Subdivision (4) of Division 1 of Part XIII of the Singapore SFA,

(d) United States

The New Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state of the United States and may not be offered or sold, directly or indirectly, in the United States or to, or for the account or benefit of, a US person, except in a transaction exempt from the registration requirements of the US Securities Act and applicable United States state securities laws.

This Entitlement Offer Booklet is neither an offer to sell nor a solicitation of an offer to buy securities as those terms are defined under the US Securities Act. The Entitlement Offer is not being made to US persons or persons in the United States.

(e) Ineligible Shareholders

The Company is not extending the Entitlement Offer to Ineligible Shareholders having regard to the cost of complying with legal and regulatory requirements outside Australia, New Zealand and Singapore the number of Ineligible Shareholders and the number and value of New Shares which could be offered to Ineligible Shareholders.

Where this Entitlement Offer Booklet has been dispatched to Ineligible Shareholders, it is provided for information purposes only.

In limited circumstances the Company may elect to treat as Eligible Shareholders certain Shareholders who would otherwise be Ineligible Shareholders, provided the Company is satisfied that it is not precluded from lawfully issuing New Shares to such Shareholders either unconditionally or after compliance with conditions which the Board in its sole discretion regards as acceptable and not unduly onerous.

4.3 Continuous disclosure

Titan is a 'disclosing entity' under the Corporations Act and is subject to regular reporting and disclosure obligations under the Corporations Act and the Listing Rules, including the preparation of annual reports and half-yearly reports.

Titan is required to notify the ASX of information about specific events and matters as they arise for the purposes of the ASX making that information available to the stock markets conducted by the ASX. In particular, Titan has an obligation under the Listing Rules (subject to certain exceptions) to notify the ASX immediately of any information which it is or becomes aware which a reasonable person would expect to have a material effect on the price value of its Shares. That information is available to the public from the ASX.

4.4 Taxation consequences

The taxation consequences of any investment in New Shares will depend upon your particular circumstances. Potential investors must make their own enquiries concerning the taxation consequences of an investment in the Company. Applicants should consult their tax adviser for advice applicable to their individual needs and circumstances.

4.5 Privacy

The information about Eligible Shareholders included on an Entitlement and Acceptance Form is used for the purposes of processing the Entitlement and Acceptance Form and to administer the Eligible Shareholder's holding of New Shares. By submitting an Entitlement and Acceptance Form, each Eligible Shareholder agrees that the Company may use the information provided by an Eligible Shareholder on the form for the purposes set out in this

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privacy statement and may disclose it for those purposes to the Share Registry and the Company's related bodies corporate, agents and contractors and third party service providers, including mailing houses and professional advisers, and to ASX and other regulatory authorities.

The Corporations Act requires the Company to include information about each Shareholder (including name, address and details of the Shares held) in the Register. The information contained in the Register must remain there even if that person ceases to be a Shareholder. Information contained in the Register is also used to facilitate payments and corporate communications (including the Company's financial results, annual reports and other information that the Company wishes to communicate to its security holders) and compliance by the Company with legal and regulatory requirements.

Under the Privacy Act 1988 (Cth), you may request access to your personal information held by, or on behalf of, the Company or the Share Registry. A fee may be charged for access. You can request access to your personal information by telephoning or writing to the Share Registry as follows:

Link Market Services Limited Locked Bag A14 South Sydney NSW 1235 Ph: 1300 554 474 (within Australia) or +61 2 8280 7454 (Outside Australia)

4.6 Future performance and forward looking statements

This document contains certain forward looking statements with respect to the financial condition, results of operations, projects and business of Titan. These forward looking statements involve known and unknown risks, uncertainties and other factors which are subject to change without notice. Titan gives no assurance that the anticipated results, performance or achievements expressed or implied in those forward looking statements will be achieved.

Forward looking statements are provided as a general guide only and there can be no assurance that actual outcomes will not differ materially from these statements. Except as required by law, and only to the extent so required, no person warrants or guarantees the future performance of the Company or any return on any investment made pursuant to this Entitlement Offer.

4.7 Past performance

Past Share price performance provides no guarantee or guidance as to future Share price performance. Past performance information given in this Entitlement Offer Booklet is provided for illustrative purposes only and should not be relied upon as (and is not) and indication of future performance. The historical information in this Entitlement Offer Booklet is, or is based upon information that has been released to the market. For further information, please see past announcements released to the ASX.

4.8 No authorisation

No person is authorised to give any information or make any representation in connection with the Entitlement Offer, which is not contained in this Entitlement Offer Booklet. Any information or representation not contained in this Entitlement Offer Booklet may not be relied on as having been authorised by Titan in connection with the Entitlement Offer. Except as required by law, and only to the extent so required:

(a) none of Titan, or any person, warrants or guarantees the future performance of Titan or any return on any investment made pursuant to the information contained in this Entitlement Offer Booklet; and
(b) Titan, its officers, employees and advisers disclaim all liability that may otherwise arise due to the Entitlement Offer Booklet being in accurate or incomplete in any respect.

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4.9 Underwriting arrangements

Titan entered has into the Underwriting Agreement under which the Underwriters have agreed to manage and fully underwrite the Entitlement Offer.

The Underwriting is on commercial arm's length terms and contains terms and conditions which are customarily found in underwriting agreements of similar size and type, including the following provisions:

(a) Titan has (subject to certain limitations) agreed to indemnify the Underwriters, their related bodies corporate, directors, officers, agents, employees, representatives and advisers against losses incurred in respect of the Entitlement Offer;
(b) Titan and the Underwriters have given certain representations, warranties and undertakings in connection with (among other things) the conduct of the Entitlement Offer;
(c) The Underwriters may (in certain circumstances, including having regard to the materiality of the relevant event) terminate the Underwriting Agreement and be released from their obligations under it on the occurrence of certain events, including where:
(i) it is announced by the ASX that Titan will be removed from the official list of the ASX, Titan is delisted or Shares are suspended from trading (other than with the prior consent of the Underwriters);
(ii) there are material adverse changes or disruptions in the political conditions or financial markets of key countries, or hostilities commence or escalate in certain key countries;
(iii) any of the offer materials are or become false, misleading or deceptive (including by omission); or
(iv) there is a material adverse change (actual or prospective) in the condition, or in the assets, liabilities, earning, business, results of operation, management or prospects, of Titan or its subsidiaries from that disclosed to the Underwriters.

The Underwriters will be remunerated by Titan at market rates and may be reimbursed for certain expenses. Bizzell Capital Partners Pty Ltd is a related party of Titan in that it is an entity associated with Stephen Bizzell, a Titan director.

The Underwriters have not authorised or caused the issue of this Entitlement Offer Booklet and take no responsibility for any information in this Entitlement Offer Booklet or any action taken by you on the basis of such information. To the maximum extent permitted by law, the Underwriters exclude and disclaim all liability, for any expense, losses, damages, or costs incurred by you as a result of your participation in the Entitlement Offer and the information in this Entitlement Offer Booklet being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise.

4.10 Governing law

This Entitlement Offer Booklet, the Entitlement Offer and the contracts formed on acceptance of applications are governed by the laws applicable in Queensland, Australia.

4.11 Interpretation

Some capitalised words and expressions used in this Entitlement Offer Booklet have meanings which are explained in section 5.

A reference to time in this Entitlement Offer Booklet is to the local time in Brisbane, Australia, unless otherwise stated. All financial amounts in this Entitlement Offer Booklet are expressed in Australian dollars, unless otherwise stated.

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4.12 No handling fees

There will be no handling fees payable to brokers for Entitlement and Acceptance Forms lodged by them on behalf of Eligible Shareholders.

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5 Definitions

Application Money Money paid by you for New Shares ASIC The Australian Securities and Investments Commission ASX ASX Limited ACN 008 624 691 or the Australian Securities Exchange, as applicable Board The board of Directors Capital Raising The Share Placement and the Entitlement Offer Closing Date 5pm (Sydney time) on Monday 4 March 2013 Company or Titan Titan Energy Services Limited ACN 150 110 017 Corporations Act Corporations Act 2001 (Cth) Director A director of the Company Eligible Shareholder A Shareholder on the Record Date and who is not an Ineligible Shareholder Entitlement The entitlement to 1 New Share for every 4 Shares held on the Record Date. The entitlement of each Eligible Shareholder is shown on the personalised Entitlement and Acceptance Form Entitlement Offer The offer of approximately 7,364,042 New Shares Entitlement Offer Booklet This booklet Entitlement and The entitlement and acceptance form accompanying this Acceptance Form Entitlement Offer Booklet Ineligible Shareholder A Shareholder with an address in the Register outside Australia, New Zealand and Singapore, unless the Company is satisfied that it is not precluded from lawfully issuing New Shares to that Shareholder either unconditionally or after compliance with conditions which the Board, in its sole discretion, regards as acceptable and not unduly onerous Investor Presentation The presentation set out in section 3 of this Entitlement Offer Booklet Issue Price $0.95 per New Share Joint Lead Managers Wilsons HTM Corporate Finance Limited and Bizzell Capital Partners Pty Ltd Listing Rules The official listing rules of ASX, as amended or waived by ASX from time to time New Shares Shares offered under the Entitlement Offer Record Date 7pm (Sydney time) on 12 February 2013 Register The register of Shareholders required to be kept under the Corporations Act Share A fully paid ordinary share in the Company

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Share Placement The placement of approximately 10,480,000 Shares, details of which were announced by the Company on 4 February 2013 Share Registry Link Market Services Limited Shareholder A holder of Shares TERP The theoretical price at which Shares should trade immediately after the ex-date for the Entitlement Offer assuming 100% takeup of the Entitlement Offer. The theoretical ex-rights price is a theoretical calculation only and the actual price at which Shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not be equal to the theoretical ex-rights price. The TERP has been calculated by reference to the closing price of Titan's Shares on ASX of $1.16 on 30 January 2013. Underwriters Wilsons HTM Corporate Finance Limited and Bizzell Capital Partners Pty Ltd Underwriting Agreement The underwriting agreement between Titan and the Underwriters US or United States United States of America, its territories and possessions, any State of the United States of America and the District of Columbia US Person The meaning given in Regulation S under the US Securities Act US Security Act The United States Securities Act of 1933 , as amended

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CORPORATE DIRECTORY

Directors and senior management

Mr Shaun Scott – Non Executive Chairman Mr Stephen Bizzell – Non Executive Director Mr Jim Sturgess – Managing Director Mr Simon Keyser – Non Executive Director Mr Mark Snape – Non Executive Director Mr Jim Diakos – Executive Director

Auditor

Lawler Hacketts Chartered Accountants 549 Queen Street Brisbane, QLD 4000

Mr David Thornton – Company Secretary and Chief Financial Officer

Registered office

1/170 Montague Road South Brisbane QLD 4101 Telephone: +61 7 3871 0162 Facsimile: +61 7 3871 0195

Joint Lead Managers and Underwriters

Wilson HTM Corporate Finance Limited Level 38, Riparian Plaza Brisbane QLD 4000 Australia

Bizzell Capital Partners Pty Ltd Level 9, Waterfront Place 1 Eagle Street Brisbane QLD 4000 Australia

Website

http://www.titanenergyservices.com.au

Share Registry

Link Market Services Limited Level 15, 324 Queen Street Brisbane QLD 4000 Australia

Legal advisors

Thomsons Lawyers Level 16, Waterfront Place 1 Eagle Street Brisbane QLD 4000 Australia

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All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Telephone: 1800 554 474 From outside Australia: +61 2 8280 7454 ASX Code: TTN Website: www.linkmarketservices.com.au

==> picture [74 x 32] intentionally omitted <==

ACN 150 110 017

SRN/HIN:

Entitlement Number:

Number of Eligible Shares held as at the Record Date, 7:00pm (Sydney time) on 12 February 2013:

Entitlement to New Shares (on a 1 New Share for 4 basis):

Amount payable on full acceptance at A$0.95 per New Share:

Offer Closes 5:00pm (Sydney time): 4 March 2013

ENTITLEMENT AND ACCEPTANCE FORM As an Eligible Shareholder you are entitled to acquire 1 New Share for every 4 Existing Shares that you hold on the Record Date, at an Offer Price of A$0.95 per New Share. This is an important document and requires your immediate attention. If you do not understand it or you are in doubt as how to deal with it, you should contact your accountant, stockbroker, solicitor or other professional adviser. IMPORTANT: The Offer is being made under the Entitlement Offer Booklet dated 4 February 2013. The Entitlement Offer Booklet contains information about investing in the New Shares. Before applying for New Shares, you should carefully read the Entitlement Offer Booklet. This Entitlement and Acceptance Form should be read in conjunction with the Entitlement Offer Booklet. PAYMENT OPTIONS If you wish to take up all or part of your Entitlement (as shown above), you have two payment options detailed below. OPTION 1: PAyINg by BpayBpaypay[[®]] OPTION 2: PAyINg by ChEquE, bANk dRAfT OR MONEy ORdER If paying by Bpaypay[[®]] , refer to the instructions overleaf. you do NOT need to If paying by cheque, bank draft or money order, complete and return the return the acceptance slip below if you elect to make payment by acceptance slip below with your Application Monies. No signature is Bpaypay[[®]] . Payment must be received via Bpaypay[[®]] before 5:00pm (Sydney time) required on the acceptance slip. The acceptance slip with your Application on 4 March 2013. You should check the processing cut off-time for Bpaypay[[®]] Monies must be received by the Registry before 5:00pm (Sydney time) on transactions with your bank, credit union or building society to ensure your 4 March 2013. payment will be received by the Registry in time. By paying by Bpaypay[[® ]] you will have deemed to have completed an Application Form for the number of Shares subject of your application payment. Telephone & Internet Banking – Bpaypay[[®]] Biller Code: [XXXXXX] Contact your bank or financial institution to make this payment from your cheque, Ref: savings, debit or transaction account. More info: www.bpay.com.au ® Registered to Bpay Pty Ltd ABN 69 079 137 518 See overleaf for details and further instructions on how to complete and lodge this Entitlement and Acceptance Form. THIS IS A PERSONALISED FORM FOR THE SOLE USE OF THE SHAREHOLDER AND HOLDING RECORDED ABOVE. Please detach and enclose with payment SRN/hIN: 9999999 Entitlement Number:*

If you wish to take up all or part of your Entitlement (as shown above), you have two payment options detailed below. OPTION 1: PAyINg by BpayBpaypay[[®]] OPTION 2: PAyINg by ChEquE, bANk dRAfT OR MONEy ORdER If paying by Bpaypay[[®]] , refer to the instructions overleaf. you do NOT need to If paying by cheque, bank draft or money order, complete and return the return the acceptance slip below if you elect to make payment by acceptance slip below with your Application Monies. No signature is Bpaypay[[®]] . Payment must be received via Bpaypay[[®]] before 5:00pm (Sydney time) required on the acceptance slip. The acceptance slip with your Application on 4 March 2013. You should check the processing cut off-time for Bpaypay[[®]] Monies must be received by the Registry before 5:00pm (Sydney time) on transactions with your bank, credit union or building society to ensure your 4 March 2013. payment will be received by the Registry in time. By paying by Bpaypay[[® ]] you will have deemed to have completed an Application Form for the number of Shares subject of your application payment. Telephone & Internet Banking – Bpaypay[[®]] Biller Code: [XXXXXX] Contact your bank or financial institution to make this payment from your cheque, Ref: savings, debit or transaction account. More info: www.bpay.com.au

A Number of New Shares accepted (being not more than your Entitlement shown above) B PLEASE INSERT ChEquE, bANk dRAfT OR MONEy ORdER dETAILS – Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial institution in Australian currency, made payable to “Titan Energy Services Limited” and crossed “Not Negotiable”. Drawer Cheque Number BSB Number Account Number Amount of Cheque A$ C CONTACT dETAILS – Telephone Number Telephone Number – After Hours Contact Name ( ) ( )

TITAN ENERGY SERVICES LIMITED

The Entitlement Offer to which this Entitlement and Acceptance Form relates is not being made to investors located or resident outside of Australia, New Zealand, and Singapore. In particular the Entitlement Offer is not being made to any person in the U.S. or to a U.S. person. The Entitlement Offer Booklet and Entitlement and Acceptance Form do not constitute an offer or invitation to acquire Shares in any place in which, or to any person to whom, it would be unlawful to make such an offer or invitation.

2. If PAyINg by ChEquE, bANk dRAfT OR MONEy ORdER

Complete all relevant sections of the Entitlement and Acceptance Form USING BLOCK LETTERS. These instructions are cross referenced to each section of the Entitlement and Acceptance Form.

A. Acceptance of New Shares

Enter into section A the number of New Shares you wish to apply for. The number of New Shares must be equal to or less than your Entitlement, which is set out overleaf.

ACCEPTANCE Of ENTITLEMENT OffER

By either returning the Entitlement and Acceptance Form with payment to the Registry, or making payment received by Bpay[®] :

b. Cheque, bank draft or money order details
- Enter your cheque, bank draft or money order details in section B. Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial institution in Australian currency, made payable to “Titan Energy Services 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 or money order for the incorrect amount, Titan Energy Services Limited may treat you as applying for as many New Shares as your cheque, bank draft or money order will pay for.
you represent and warrant that you have read and understood the Entitlement Offer Booklet and that you acknowledge the matters, and make the warranties and representations;

• you provide authorisation to be registered as the holder of New Shares will be banked as soon as it is received. If you provide a cheque or money acquired by you and agree to be bound by the Constitution of Titan Energy Services Limited. order for the incorrect amount, Titan Energy Services Limited may treat you as applying for as many New Shares as your cheque, bank draft or hOw TO APPLy fOR NEw ShARES money order will pay for. 1. If PAyINg by Bpay[®] (AvAILAbLE TO ShAREhOLdERS wITh AN C. Contact details AuSTRALIAN bANk ACCOuNT ONLy) Enter your contact telephone number where we may contact you regarding If you elect to make payment using Bpay[®] you must contact your bank your acceptance of New Shares, if necessary. or financial institution to make this payment from your cheque, savings, debit or transaction account. For more information on paying by Bpay[®] : www.bpay.com.au Work out the total amount payable by you. To calculate the total amount, multiply the number of New Shares you wish to apply for by A$0.95. Refer overleaf for the Biller Code and Reference Number. The Reference Number is used to identify your holding. If you have multiple holdings you will have multiple Reference Numbers. You must use the Reference Number shown on each personalised Entitlement and Acceptance Form when paying for any New Shares that you wish to apply for in respect of that holding. 3. hOw TO LOdgE yOuR ENTITLEMENT ANd ACCEPTANCE fORM A reply paid envelope is enclosed for your use. No postage stamp is required if it is posted in Australia. Alternatively, if you have lost the reply paid envelope, or you have obtained the Entitlement Offer Booklet electronically, your completed Entitlement and Acceptance Form with the payment for New Shares may be mailed to the postal address, or delivered by hand to the delivery address, set out below. If paying by Bpay[® ] you do not need to complete or return the Entitlement and Acceptance 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	hand delivery
Titan Energy Services Limited	Titan Energy Services Limited
C/- Link Market Services Limited	C/- Link Market Services Limited
Locked Bag 3415	1A Homebush Bay Drive
Brisbane QLD 4001	Rhodes NSW 2138(Please do not use this address for mailing purposes)

Make sure you send your Acceptance Slip and application payment allowing enough time for mail delivery, so Link Market Services Limited receives them no later than 5:00pm (Sydney time) on 4 March 2013. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. Titan Energy Services Limited reserves the right not to process any Acceptance Slips and cheques received after the Closing Date.

AI assistant

XENITRA LIMITED — Capital/Financing Update 2013

66096_rns_2013-02-03_3759ad88-167e-4bfb-91f8-0829775483e7.pdf

Entitlement Offer Booklet

TABLE OF CONTENTS

IMPORTANT INFORMATION

MESSAGE FROM THE CHAIRMAN

Hofco acquisition

� Growth potential :

Details of the Entitlement Offer

Actions required to take up your Entitlement

KEY FEATURES OF THE ENTITLEMENT OFFER

Summary of Offer

Key dates

1.1 The Entitlement Offer

Eligible Shareholders

1.4

Effect of the Capital Raising on Titan's capital structure

(b) Other securities

1.5 Withdrawal of Entitlement Offer

1.6

No cooling off rights

1.7

No Entitlements trading

1.8 Shortfall shares

1.9

Minimum subscription

1.10

Opening and Closing Date for applications

1.11 Allotment of New Shares and ASX quotation

2 How to participate

2.1 What you may do — choices available

Alternatives

See section

2.2 If you wish to accept your Entitlement in full or in part

Payment by cheque or bank draft

Pay by BPAY[® ]

2.3 Acceptance of the Entitlement Offer

Address details and enquiries

Acquisition of Hofco Oil Field Services and Equity Capital Raising

Important information

1. Executive Summary

1. Executive summary

2. Hofco Oil Field Services

2. Transaction overview

2. Hofco business overview

2. Hofco business model

2. Hofco customers

Customers include:

2. Strategic rationale and growth potential

Market leadership

2. Hofco financials – Pro forma P&L

2. Hofco financials - Pro forma Balance Sheet

2. Hofco business highlights

3. Industry Overview and Opportunities

3. Industry overview and opportunities

3. Industry overview and opportunities (cont’d)

QLD CSG-LNG production and consumption forecasts (2010 to 2030)

QLD CSG-LNG drilling No. of wells (2011 to 2025)

4. Atlas Drilling

4. Atlas Drilling – order book

Note:

4. RCH overview

4. RCH overview (continued)

Contracts:

Major customers:

4. Nektar Remote Hospitality

5. Financial overview – Profit & Loss

5. Financial overview – Balance Sheet

5. Financial overview – working capital and cashflow

5. FY13 outlook

6. Equity Raising

6. Acquisition funding

6. Placement details

6. Entitlement Offer details

6. Indicative timetable

6. Key risk factors

Operational risks

Customer demand and outlook for the oil and gas industry in Australia

Operational Risks

XENITRA LIMITED Capital/Financing Update 2013