ZIMI LIMITED - AGM Information 2012

WHL ENERGY LIMITED ACN 113 326 524

NOTICE OF ANNUAL GENERAL MEETING

TIME : 3.00pm (WST) DATE : 22 November 2012 PLACE : The Celtic Club 48 Ord Street West Perth WA 6005

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8)6500 0271.

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	9
Glossary	28
Schedule 1 – Terms and Conditions of Lead Manager Options	30
Schedule 2 – Terms and Conditions of Class B Options	31
Schedule 3 – Terms and Conditions of ESOP (Series 1) Options	33
Schedule 4 – Valuation of Proposed Amendment to ESOP (Series 1) Options	35
Schedule 5 – Terms and Conditions of Related Party Performance Rights	36
Schedule 6 – Valuation of Related Party Performance Rights	40
Proxy Form

IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING

Notice is given that the Meeting of the Shareholders to which this Notice of Meeting relates will be held at 3.00pm (WST) on 22 November 2012at:

The Celtic Club 48 Ord Street West Perth WA 6005

YOUR VOTE IS IMPORTANT

The business of the Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4.00pm (WST) on 20 November 2012.

VOTING IN PERSON

To vote in person, attend the Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

each member has a right to appoint a proxy;

the proxy need not be a member of the Company; and
a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the meeting;
the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2012 together with the declaration of the directors, the director’s report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2012.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. RESOLUTION 2 – APPROVAL OF 10% PLACEMENT CAPACITY– SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution :

“That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. RESOLUTION 3 – PLACEMENT – OPTIONS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 50,000,000 Options to Quattro Capital Group Pty Ltd on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. RESOLUTION 4 – AMENDMENT TO TERMS OF CLASS B OPTIONS

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 6.23.4 and for all other purposes, approval is given for the Proposed Amendment to the terms of all Class B Options issued, on the terms and conditions set out in the Explanatory Statement”

Voting exclusion: The Company will disregard any votes cast on this Resolution by any person who holds a Class B Option that is the subject of the approval and any associate of that person. However, the Company need not disregard a vote on this Resolution if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person entitled to vote, in accordance with a direction on a proxy form to vote as the proxy decides.

6. RESOLUTION 5 – AMENDMENT TO TERMS OF ESOP (SERIES 1) OPTIONS

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 6.23.4 and for all other purposes, approval is given for the Proposed Amendment to the terms of all ESOP (Series 1) Options issued, on the terms and conditions set out in the Explanatory Statement”

Voting exclusion: The Company will disregard any votes cast on this Resolution by any person who holds an ESOP (Series 1) Option that is the subject of the approval and any associate of that person. However, the Company need not disregard a vote on this Resolution if it is cast by a person as proxy for a person who is entitled to vote, in

accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person entitled to vote, in accordance with a direction on a proxy form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair of the Meeting; and
(b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

7. RESOLUTION 6 – AMENDMENT TO TERMS OF ESOP (SERIES 1) OPTIONS HELD BY MR STEVEN NOSKE

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution :

“That, subject to and conditional upon the passing of Resolutions 5 and7, for the purposes of Chapter 2E of the Corporations Act, ASX Listing Rule 6.23.4 and for all other purposes, approval is given for the Proposed Amendment to the terms of the ESOP (Series 1) Options held by Director Mr Steven Noske, as set out in the Explanatory Statement”

Voting exclusion: The Company will disregard any votes cast on this Resolution by Mr Steven Noske and any of his associates.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair of the Meeting; and

(b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

8. RESOLUTION 7 – AMENDMENT TO TERMS OF ESOP (SERIES 1) OPTIONS HELD BY MR DAVID ROWBOTTAM

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution :

“That, subject to and conditional upon the passing of Resolutions 5 and 6, for the purposes of Chapter 2E of the Corporations Act, ASX Listing Rule 6.23.4 and for all other purposes, approval is given for the Proposed Amendment to the terms of the ESOP (Series 1) Options held by Director Mr David Rowbottam, as set out in the Explanatory Statement”

Voting exclusion: The Company will disregard any votes cast on this Resolution by Mr David Rowbottam and any of his associates.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair of the Meeting; and
(b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

9. RESOLUTION 8 – ISSUE OF PERFORMANCE RIGHTS TO MR STEVEN NOSKE

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot and issue 22,000,000 Performance Rights to Mr Steven Noske (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion : The Company will disregard any votes cast on this Resolution by Mr Steven Noske (or his nominee) and any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

10. RESOLUTION 9 – ISSUE OF PERFORMANCE RIGHTS TO MR DAVID ROWBOTTAM

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot and issue 10,000,000Performance Rights to Mr David Rowbottam (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion : The Company will disregard any votes cast on this Resolution by Mr David Rowbottam (or his nominee) and any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

11. RESOLUTION 10 – RE-ELECTION OF DIRECTOR – MR DAVID ROWBOTTAM

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 58 of the Constitution and for all other purposes, Mr David Rowbottam, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

12. RESOLUTION 11 – RE-ELECTION OF DIRECTOR – MR TREVOR BENSON

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 56 of the Constitution and for all other purposes, Mr Trevor Benson, a Director who was appointed on 5 December 2011 retires, and being eligible, is re-elected as a Director.”

13. RESOLUTION 12 – RE-ELECTION OF DIRECTOR – MR KEIRAN WULFF

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 56 of the Constitution and for all other purposes, Mr Keiran Wulff, a Director who was appointed on1 June 2012, retires, and being eligible, is re-elected as a Director.”

DATED: 15OCTOBER 2012

BY ORDER OF THE BOARD

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MATTHEW EDMONDSON COMPANY SECRETARY

EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2012 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.whlenergy.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the previous financial year was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

2.4 Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy:

You must direct your proxy how to vote on this Resolution . Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member):

You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel .

If you appoint any other person as your proxy:

You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

3. RESOLUTION 2 – APPROVAL OF 10% PLACEMENT CAPACITY – SHARES

3.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital over a period up to 12 months after the annual general meeting( 10% Placement Capacity ).

The Company is an Eligible Entity.

If Shareholders approve Resolution 2,the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in Section 3.2below).

The effect of Resolution 2 will be to allow the Company to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

Resolution 2 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 2 for it to be passed.

3.2 ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $45,025,228.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. As at the date of this Notice, the Company has one class of Equity Securities on issue, being Shares (ASX Code: WHN). Pursuant to the Company’s recent Entitlement Issue Prospectus, released to the ASX on 13 September 2012, the Company intends to issue and apply for quotation of an additional class of Equity Securities, being Options. The Company expects that quotation of the Options will commence prior to the date of the Meeting.

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

A is the number of Shares on issue 12 months before the date of issue or agreement:
(i) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;
(ii) plus the number of partly paid shares that became fully paid in the previous 12 months;
(iii) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rules 7.1 and 7.1A; and
(iv) less the number of Shares cancelled in the previous 12 months.

is 10%.

E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or

agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

3.3 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 2:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 ASX trading days of the date in Section 5.3(a)(i), the date on which the Equity Securities are issued.

(b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

(i) 12 months after the date of this Meeting; and
(ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking).
or such longer period if allowed by ASX ( 10% Placement Capacity Period ).

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 2 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.


Number of Shares on Issue		Dilution
	Issue Price (per Share)	$0.016 50% decrease in Issue Price	$0.032 Issue Price	$0.064 100% increase in Issue Price

	Shares issued	140,703,839 Shares	140,703,839 Shares	140,703,839 Shares
1,407,038,386 (Current)
	Funds raised	$2,251,261	$4,502,523	$9,005,046

	Shares issued	211,055,758 Shares	211,055,758 Shares	211,055,758 Shares
2,110,557,579 (50% increase)
	Funds raised	$3,376,892	$6,753,784	$13,507,569

	Shares issued	281,407,677 Shares	281,407,677 Shares	281,407,677 Shares
2,814,076,772 (100% increase)
	Funds raised	$4,502,523	$9,005,046	$18,010,091

* The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a prorata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

The current shares on issue are the Shares on issue as at 28 September 2012.
The issue price set out above is the closing price of the Shares on the ASX on 28September 2012.
The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.
The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

Shareholders should note that there is a risk that:

(i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and
(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(d) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

(i) as cash consideration in which case the Company intends to use funds raised to continue exploration at the Company’s Seychelles project or to fund the investigation or acquisition of additional assets that complement the existing projects, or otherwise to supplement working capital, depending on the

prevailing circumstances of the Company at the time of the issue; or

(ii) as non-cash consideration for the acquisition of new resources, assets and investments, in such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.

(e)

Allocation under the 10% Placement Capacity

The allottees of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).

(f) Previous Approval under ASX Listing Rule 7.1A

The Company has not previously obtained approval under ASX Listing Rule 7.1A.

3.4 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution2.

4. RESOLUTION 3 – PLACEMENT – OPTIONS

4.1 General

On 13 September 2012, the Company lodged with ASIC an Entitlement Issue Prospectus for a non-renounceable entitlement issue of one (1) Option for every four (4) Shares held by Shareholders on the record date, at an issue price of $0.01 per Option to raise up to approximately $3,517,596 ( Offer ).

Pursuant to an agreement between Quattro Capital Group Pty Ltd ( Quattro Capital ) and the Company ( Lead Manager Mandate ), the Company appointed Quattro Capital as Lead Manager to the Offer.

Under the Lead Manager Mandate, the Company has agreed to:

(a) pay Quattro Capital a fee of 6% (plus GST) on all funds raised from the placement of any shortfall Options (being Options not taken up under the Offer); and
(b) subject to Shareholder approval, issue to Quattro Capital up to 50,000,000 Options at an issue price of $0.001 per Option ( Lead Manager Options ).

The Lead Manager Options will be issued on a pro-rata basis as a proportion of the total number of Options issued pursuant to the Offer. The number of Lead Manager Options issued to Quattro Capital will be calculated using the following formula:

the total number of Options placed x 50,000,000 on the date the shortfall offer closes

351,759,597

Resolution 3seeks Shareholder approval for the allotment and issue the Lead Manager Options( Placement ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 3will be to allow the Company to issue the Lead Manager Options pursuant to the Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

4.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 3:

(a) the maximum number of Options to be issued is 50,000,000;
(b) the Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
(c) the issue price will be $0.001 per Option;
(d) the Options will be allotted and issued to Quattro Capital who is not a related party of the Company;
(e) the Options will be issued on the terms and conditions set out in Schedule 1; and

(f) the Company intends to use the funds raised from the issue of the Lead Manager Options towards offsetting the costs of administering the nonrenounceable entitlement issue.

5. RESOLUTION 4 AND 5 – AMENDMENT TO TERMS OF CLASS B OPTIONS AND ESOP (SERIES 1) OPTIONS

5.1 Background

The Company entered into a binding heads of agreement with Seyco Energy Pty Ltd ( SEYCO ) and its shareholders ( SEYCO Shareholders ) in October 2010, pursuant to which the Company agreed to acquire all of the shares and options in SEYCO on certain terms and conditions ( Heads of Agreement ).

Pursuant to amendments made to the Heads of Agreement under a deed of variation dated 4 February 2011, the Company issued, inter alia, 250,000,000 Class B Options to the SEYCO Shareholders as part of the consideration for the Company’s acquisition of SEYCO ( Class B Options ). The terms of the Class B Options are set out in Schedule 2.The Company obtained shareholder approval for the issue of the Class B Options at a general meeting of Shareholders held on 28 January 2011.

Subsequent to the issue of the Class B Options, the Company issued Options to two executive Directors of the Company and to a senior executive under the Company’s Employee Share Option Plan ( Scheme ) on the terms and conditions set out in Schedule 3 ( ESOP (Series 1) Options ).The Company obtained Shareholder approval for the adoption of the Scheme and the issue of the ESOP (Series 1) Options to the executive Directors of the Company at a general meeting of Shareholders held on 31 May 2011.

The terms of the ESOP Series (1) Options are effectively the same as the terms of the Class B Options, save for the exercise price of the Options.

In 2005, Petroquest International Inc, which subsequently became a whollyowned subsidiary of the Company, entered into a petroleum agreement ( Petroleum Agreement ) with the then Seychelles petroleum regulator and the Government of the Republic of Seychelles (together, the Seychelles Government ).The Company is currently working with the Seychelles Government to agree to amend the exploration Phase Two work commitment obligations under the Petroleum Agreement.

Currently, the terms of the Class B Options and the ESOP (Series 1) Options both provide that the Options will not vest unless prior to 31 December 2013, inter alia:

“the Company (or one of its subsidiaries) has entered into one or more binding farmin agreements with one or more third parties under which the farminee/s have a collective obligation to spend the greater of ” $10,000,000 or 50% of the Work Commitment on the Licences ,

( Vesting Condition ).

The Work Commitment is defined in the terms of both the Class B Options and the ESOP (Series 1) Options as:

“the obligation of SEYCO Energy Pty Ltd (ABN 87 145 434 457) (under the sale agreement entered into with the shareholders in PetroQuest International Inc) to fund the drilling of the first two wells in the Phase Two work program.”

At the time of issue of the Class B Options and of the ESOP (Series 1) Options, the Phase Two work commitments included the drilling of two exploration wells. In the event that the work commitments under the Petroleum Agreement are amended by agreement with the Seychelles Government, the Company proposes, subject to Shareholder approval and to obtaining the agreement of the holders of the Class B Options and the ESOP (Series 1) Options, to amend the Vesting Condition for the Class B Options and the ESOP (Series 1) Options to reflect that work commitment change.

Resolution 4 seeks Shareholder approval to amend the terms of the Class B Options as detailed in Section 5.2 below.

Resolution 5 seeks Shareholder approval to amend the terms of the ESOP (Series 1) Options as detailed in Section 5.2 below.

Resolutions 6 and 7 seek Shareholder approval to amend the terms of the ESOP (Series 1) Options held by two executive Directors of the Company.

5.2 Proposed Amendment

The Company is proposing to amend the terms of the Class B Options and the ESOP (Series 1) Options, subject to Shareholder approval, and to obtaining the agreement of the holders of the ESOP (Series 1) Options and Class B Options, as follows:

(a) To replace the definition of “Work Commitment” with the following:

Work Commitment means:

(i) the costs of drilling two wells in the Phase Two work program in accordance with the Petroleum Agreement; or
(ii) if the Phase Two work program changes by formal amendment to the Petroleum Agreement, then the costs of the obligatory work required to be carried out in Phase Two in accordance with the terms of the Petroleum Agreement, as amended. For the avoidance of doubt, those costs will comprise costs already incurred in respect of carrying out the obligatory Phase Two work and the costs still to be incurred to carry out the remainder of the obligatory Phase Two work.
(b) Insert two definitions:
(i) Petroleum Agreement means the petroleum agreement between Petroquest International Inc and the Government of the Republic of the Seychelles dated 17 January 2005, as amended from time to time.
(ii) Phase Two means “Period 2” as set out in the Second Schedule to the Petroleum Agreement,

5.3 ASX Listing Rule 6.23.4

ASX Listing Rule 6.23.4 provides that a company must obtain shareholder approval to make a change to the terms of options which is not prohibited under ASX Listing Rule 6.23.3.

ASX Listing Rule 6.23.3 prohibits a change to the terms of options which has the effect of reducing the exercise price, increasing the period for exercise or increasing the number of securities received on exercise.

The Proposed Amendment is not prohibited under ASX Listing Rule 6.23.3.

Resolution 4 seeks Shareholder approval to vary the terms of all Class B Options to make the Proposed Amendment.

Resolution 5 seeks Shareholder approval to vary the terms of all ESOP (Series 1) Options to make the Proposed Amendment.

The approval of Resolution 5 will result in approval being given to the Company to make the Proposed Amendment in respect of 10,000,000 ESOP (Series 1) Options issued to the senior executive of the Company referred to above. In respect of the 25,000,000 ESOP (Series 1) Options issued to the executive Directors of the Company, additional Shareholder approval is required as referred to in Resolutions 6 and 7.

6. RESOLUTIONS 6 AND 7 – APPROVAL OF AMENDMENT TO TERMS OF ESOP (SERIES1) OPTIONS HELD BY MR STEVEN NOSKE AND MR DAVID ROWBOTTAM

6.1 Background

Pursuant to Shareholder approval obtained at a general meeting of Shareholders on 31 May 2011, the Company issued to Directors Steven Noske and David Rowbottam ( Participating Directors ) a total of 25,000,000 Options under the Company’s Employee Share Option Plan on the terms and conditions set out in Schedule 3 ( ESOP (Series 1) Options ).

Resolutions 6 and 7 seek Shareholder approval to vary the terms of the ESOP (Series 1) Options held by the Participating Directors to make the Proposed Amendment as set out in Section 5.2 of the Explanatory Statement.

The background relevant to Resolutions 6 and 7 is as set out in Section 5.1 of the Explanatory Statement.

Resolutions 6 and 7 are conditional on Resolution 5 being approved.

6.2 Section 208 of the Corporations Act

Section 208 of the Corporations Act requires shareholder approval to be obtained for a public company to give a “financial benefit” to a related party.

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

Under Section 229(2) of the Corporations Act giving a “financial benefit” includes:

(a) giving a financial benefit indirectly, for example, through one or more interposed entities;
(b) giving a financial benefit by making an informal agreement, oral agreement or an agreement that has no binding force; and
(c) giving a financial benefit that does not involve paying money (for example, by conferring a financial advantage).

Section 229(3) provides examples of giving a financial benefit. These include:

(a) giving or providing finance or property;
(b) buying, selling or leasing an asset;
(c) supplying or receiving services;
(d) issuing securities or granting options; and
(e) taking up or releasing an obligation.

The term “financial benefit” is to be interpreted broadly. Therefore the payment of money is not an essential component of giving of a financial benefit; the conferring of a financial advantage alone will suffice.

Accordingly, the Proposed Amendment confers an indirect financial benefit on the Participating Directors (as set out below at Section 6.3(b)). For this reason, the Board is seeking Shareholder approval in regards to the Proposed Amendment.

The effect of Resolutions6 and 7 will be to allow the Proposed Amendment.

6.3 Shareholder approval (Chapter 2E of the Corporations Act)

Pursuant to and in accordance with the requirements of Section 219 of the Corporations Act, the following information is provided in relation to Resolutions 6 and 7:

(a) the related parties are Mr Steven Noske and Mr David Rowbottam and they are related parties by virtue of being Directors of the Company;
(b) the nature of the financial benefit proposed to be given is the Proposed Amendment to amend the Vesting Condition as set out in Section 5.2above for the conversion of the ESOP (Series 1) Options into a total of 25,000,000 Shares on a one (1) for one (1) basis;
(c) the ESOP (Series 1) Options have already been granted to the Participating Directors. However, the Proposed Amendment will be made to the ESOP (Series 1) Options immediately upon the passing of Resolutions 6 and 7;
(d) the Participating Directors will not be providing any consideration for the Proposed Amendment, accordingly no funds will be raised;
(e) the terms and conditions of the ESOP (Series 1) Options together with the Vesting Conditions, are set out in Schedule 3;

(f) the value of the ESOP (Series 1) Options together with the Proposed Amendment and the pricing methodology is set out in Schedule 4;
(g) based on the value of the ESOP (Series 1) Options as disclosed in the notice of meeting issued by the Company dated 29 April 2011, the financial benefit to be received by the Participating Directors upon approval of Resolutions 6 and 7 is set out in the table below:

Director	Value of ESOP (Series 1) Options upon issue	Value of ESOP (Series 1) Options with Proposed Amendment	Financial benefit received
Steven Noske	$43,500	$74,988	$31,488
David Rowbottam	$29,000	$49,992	$20,992
Total	$72,500	$124,980	$52,480

Note:

The ESOP (Series 1) Options were initially valued on 19 April 2011 based on the then market price of Shares being 3.7 cents. The ESOP (Series 1) Options with the Proposed Amendment were valued on 25 September 2012 based on a market price of Shares being 3.5cents. Consequently, the financial benefit received by the Participating Directors pursuant to Resolutions 6 and 7 is affected by this variation in Share price, the reduction in the time remaining in the life of the option and degree of certainty of the option being exercised.

(h) the relevant interests of the Participating Directors in securities of the Company are as set out below:

Company are as set out below:
Participating Director Steven Noske David Rowbottam	Shares	Options
	3,500,000	15,000,0001
	Nil	10,000,0002

Notes:

1 15,000,000 ESOP (Series 1) Options exercisable at $0.0495 each on or before 31 December 2013.
2 10,000,000 ESOP (Series 1) Options exercisable at $0.0495 each on or before 31 December 2013.

(i) the remuneration and emoluments from the Company to the Participating Directors for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Director	Amount	Amount
	Current financial year	Previous financial year
Steven Noske	$753,000	$598,065
David Rowbottam	$408,356	$330,871

(j) the effect of the Proposed Amendment would be to amend the Vesting Condition. There will be no increase in the number of ESOP (Series 1)

Options on issue. There will be no effect on the shareholding of existing Shareholders;

(k) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	$0.067	7 November 2011
Lowest	$0.027	7, 8 & 9 August 2012
Last	$0.042	12 October 2012

(l) the primary purpose for the Proposed Amendment is to match the requirements under the terms of the ESOP (Series 1) Options with the proposed amendments to the Petroleum Agreement;
(m) Mr Steven Noske declines to make a recommendation to Shareholders in relation to Resolution 6 due to his material personal interest in the outcome of the Resolution on the basis that the Vesting Condition attaching to the ESOP (Series 1) Options he holds will be amended should Resolution 6is passed. However, in respect of Resolution 7,Mr Steven Noske recommends that Shareholders vote in favour of the Resolutions for the following reasons:
(i) if the Proposed Amendment is implemented and the Vesting Condition is subsequently satisfied, the Company will receive additional funds upon exercise of the ESOP (Series 1) Options; and
(ii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in implementing the Proposed Amendment.
(n) Mr David Rowbottam declines to make a recommendation to Shareholders in relation to Resolution 7 due to his material personal interest in the outcome of the Resolution on the basis that the Vesting Conditions attaching to the ESOP (Series 1) Options he holds will be amended should Resolution 7is passed. However, in respect of Resolution 6, Mr David Rowbottam recommends that Shareholders vote in favour of the Resolution for the reasons set out in subparagraphs (m)(i) and (m)(ii) above;
(o) with the exception of Mr Steven Noske and Mr David Rowbottam, no other Director has a personal interest in the outcome of Resolutions 6 or 7;
(p) Mr Trevor Benson recommends that Shareholders vote in favour of Resolutions 6 and 7 for the reasons set out in paragraph (m)(i) and (m)(ii);
(q) Mr Keiran Wulff recommends that Shareholders vote in favour of Resolutions 6 and 7 for the reasons set out in paragraph (m)(i) and (m)(ii); and
(r) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision

whether it is in the best interests of the Company to pass Resolutions 6and 7.

7. RESOLUTIONS 8 AND 9 – ISSUE OF PERFORMANCE RIGHTS TO DIRECTORS

7.1 General

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue a total of 32,000,000Performance Rights ( Related Party Performance Rights ) to Mr Steven Noske and Mr David Rowbottam ( Related Parties ) on the terms and conditions set out below.

The purpose of the grant of Related Party Performance Rights to the Related Parties is to provide retention incentive and to further motivate and reward the performance of the Related Parties for performance in successfully executing the Company’s business plan and maximising value from the Company’s assets for the benefit of all Shareholders.

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

The grant of the Related Party Performance Rights constitutes giving a financial benefit and Mr Steven Noske and Mr David Rowbottam are related parties of the Company by virtue of being Directors.

In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

It is the view of the Company that the exceptions set out in Sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Related Party Performance Rights to the Related Parties.

7.2 Summary of the material terms of the Performance Options

It is proposed that the Related Parties be granted once class of Performance Rights as set out below, for nil consideration.

Each Related Party Performance Right will vest as one Share as follows:

Tranche	Number of Performance Rights Vesting (%)	Vesting Date
Tranche 1	40	1 July 2013
Tranche 2	40	1 July 2014

Tranche 3

1 July 2015

If a holder ceases to be:

(a) a full-time or permanent part-time employee of the Company;
(b) a director or company secretary of the Company; or
(c) any other person determined by the Board,

( Eligible Person ) in circumstances where the cessation or termination is specifically referenced to the holder having been found to have acted fraudulently or dishonestly in the performance of his or her duties, then:

(a) the Board must deem any Related Party Performance Rights of the holder to have immediately lapsed and forfeited; and
(b) any Related Party Performance Rights that have vested will continue in existence in accordance with their terms of issue and any Shares issued on vesting will remain the property of the holder.

In the event that a holder ceases to be an Eligible Person in circumstances where the cessation or termination arises because the holder:

(a) voluntarily resigns his or her position as an Eligible Person (other than to take up employment with a subsidiary of the Company);
(b) wilfully breaches the terms of the engagement of the holder or any policy of the Company’s published policies regulating the behaviour of Eligible Persons;
(c) is convicted of a criminal offence which in the reasonable opinion of the Company might tend to injure the reputation or the business of the Company; or
(d) is found guilty of a breach of the Corporations Act and the Board considers that it brings the holder or the Company into disrepute,

then:

(e) the Board must deem any Related Party Performance Rights of the holder to have immediately lapsed and be forfeited; and
(f) any Related Party Performance Rights that have vested will continue in existence in accordance with their terms of issue and any Shares issued on vesting will remain the property of the holder.

The Related Party Performance Rights will not lapse and be forfeited where the holder ceases to be an Eligible Person for the following reasons:

(a) death or total permanent disability (in respect of total permanent disability being that because of a sickness or injury, the holder is unable to work in his or her own or any occupation for which they are suited by training, education, or experience for a period beyond one year);
(b) retirement (being where the holder ceases being an Eligible Person due to reaching the legal age for retirement);

(c) redundancy (being where the holder ceases to be an Eligible Person due to the Company no longer requiring the holder’s position to be performed by any person); or
(d) any other reason, other than a reason listed in rules (f) and (g) in Schedule 5, that the Board determines is reasonable to permit the holder to retain his Related Party Performance Rights,

and in those circumstances a pro rata portion of those Related Party Performance Rights will immediately vest (measured against the duration of the vesting period and the number of Related Party Performance Rights issued) or such greater number as the Board may determine.

The Related Party Performance Rights will automatically vest where:

(a) a Court orders a meeting to be held in relation to a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company or companies and the Shareholders of the Company approve the proposed compromise or arrangement at such meeting;
(b) a takeover bid:
(i) is announced;
(ii) has become unconditional; and
(iii) the person making the takeover bid has a Relevant Interest (as that term is defined in the Corporations Act) in 50% or more of the Shares; or
(c) any person acquires a Relevant Interest (as that term is defined in the Corporations Act) in 50.1% or more of the Shares by any other means.

A full summary of the terms and conditions attaching to the Related Party Performance Rights is set out in Schedule 5.

7.3 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of Section 219 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Related Party Performance Rights:

(a) the related parties are Mr Steven Noske and Mr David Rowbottam and they are related parties by virtue of being Directors;
(b) the maximum number of Related Party Performance Rights (being the nature of the financial benefit being provided) to be granted to the Related Parties is:
(i) 22,000,000 Related Party Performance Rights to Mr Steven Noske; and
(ii) 10,000,000 Related Party Performance Rights to Mr David Rowbottam;

(c) The Related Party Performance Rights will be granted to the Related Parties no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Related Party Performance Rights will be issued on one date;
(d) The Related Party Performance Rights will be granted for nil cash consideration and no consideration will be payable upon the vesting of the Related Party Performance Rights the Vesting Dates. Accordingly, no loans will be made in relation to, and no funds will be raised from the issue or the vesting of the Related Party Performance Rights;
(e) no Performance Rights have been previously issued to any of the Related Parties;
(f) the terms and conditions of the Related Party Performance Rights are set out in Schedule 5. The Shares to be issued upon vesting of the Related Party Performance Rights shall rank paripassu with existing Shares;
(g) the value of the Related Party Performance Rights and the pricing methodology is set out in Schedule 6;
(h) the relevant interests of the Related Parties in securities of the Company are set in Section 6.3(h)of the Explanatory Statement;
(i) the remuneration and emoluments from the Company to the Related Parties for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out in Section 6.3(i)of the Explanatory Statement;
(j) if the Related Party Performance Rights granted to the Related Parties are exercised, a total of 32,000,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 1,407,038,386 to 1,439,038,386(assuming that no other Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 2.22%, comprising 1.52% by Mr Steven Noske and 0.70% by Mr David Rowbottam;
(k) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out in Section 6.3(k) of the Explanatory Statement;
(l) the primary purpose of the grant of the Related Party Performance Rights to the Related Parties is to provide a performance linked incentive component in the remuneration package for the Related Parties to motivate and reward the performance of the Related Parties in their respective roles as Directors;
(m) Steven Noske declines to make a recommendation to Shareholders in relation to Resolution 8 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Related Party Performance Rights in the Company should Resolution 8be passed. However, in respect of Resolution 9 recommends that Shareholders vote in favour of the Resolution for the following reasons:
(i) the grant of the Related Party Performance Rights is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the

Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties; and

(ii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Related Party Performance Rights upon the terms proposed;
(n) David Rowbottam declines to make a recommendation to Shareholders in relation to Resolution 9 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Related Party Performance Rights in the Company should Resolution 9be passed. However, in respect of Resolution 8 recommends that Shareholders vote in favour of the Resolution for the reasons set out in paragraph (m);
(o) with the exception of Mr Steven Noske and Mr David Rowbottam, no other Director has a personal interest in the outcome of Resolutions 8 or 9;
(p) Mr Trevor Benson recommends that Shareholders vote in favour of Resolutions 8 and 9, for the reasons set out in paragraph (m);
(q) Mr Keiran Wulff recommends that Shareholders vote in favour of Resolutions 8 and 9for the reasons set out in paragraph (m);
(r) in forming their recommendations, Mr Trevor Benson and Mr Keiran Wulff considered the experience of the Related Parties, the current market price of Shares and the current market practices when determining the number of Related Party Performance Rights to be granted; and
(s) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 8 to 9.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Performance Options to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Performance Options to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

8. RESOLUTION 10 – RE-ELECTION OF DIRECTOR – MR DAVID ROWBOTTAM

Clause 58 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (but not more than one-third), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

A Director who retires by rotation under clause 58 of the Constitution is eligible for re-election.

The Company currently has 4 Directors and accordingly 1 must retire.

Mr David Rowbottam, the Director longest in office since his last election, retires by rotation and seeks re-election.

9. RESOLUTIONS 11 AND 12 – RE-ELECTION OF DIRECTORS – MR TREVOR BENSON AND MR KEIRAN WULFF

Clause 56 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Trevor Benson and Mr Keiran Wulff will retire in accordance with clause 56 of the Constitution and both being eligible seek re-election.

GLOSSARY

$ means Australian dollars.

10% Placement Capacity has the meaning given in section 3.1of this Notice.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Class B Option means an option to acquire a Share subject to the satisfaction of specific vesting conditions as detailed in Schedule 2.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth).

Company means WHL Energy Limited(ACN113 326 524).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting:

(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

ESOP (Series 1) Option means an option to acquire a Share subject to the satisfaction of specific vesting conditions as detailed in Schedule 3.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Proposed Amendment has the meaning as set out in Section 5.2 of the Explanatory Statement.

Proxy Form means the proxy form accompanying the Notice.

Quattro Capital means Quattro Capital Group Pty Ltd (ACN 128914965)

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2012.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Variable A means “A” as set out in the calculation in Section 3.2of this Notice.

Vesting Condition means the vesting conditions attaching to the Class B Options and ESOP (Series 1) Options as set out in Schedule2 and Schedule 3 respectively.

WST means Western Standard Time as observed in Perth, Western Australia.

SCHEDULE 1 – TERMS AND CONDITIONS OF LEAD MANAGER OPTIONS

The Lead Manager Options entitle the holder to subscribe for Shares on the following terms and conditions:

(a) Subject to paragraph (k), each Option gives the Optionholder the right to subscribe for one Share.
(b) The Options will expire at 5.00pm (WST)on 30 November 2014 ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(c) The amount payable upon exercise of each Option will be $0.04 ( Exercise Price ).
(d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.
(e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:
(i) a written notice of exercise of Options specifying the number of Options being exercised; and
(ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

( Exercise Notice ).

(f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
(g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
(h) The Company will apply for quotation of the Options on ASX and all Options are freely transferable.
(i) All Shares allotted upon the exercise of Options will upon allotment rank paripassu in all respects with other Shares.
(j) The Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.
(k) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.
(m) Subject to paragraph (k), an Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

SCHEDULE 2 – TERMS AND CONDITIONS OF CLASS B OPTIONS

The Class B Options have the following rights attached to them:

(a) In these terms, the following definitions apply:
(i) Licences means the 35 exploration blocks located on the southern continental shelf off-shore Seychelles held by PetroQuest International Inc.
(ii) Work Commitment means the obligation of SEYCO Energy Pty Ltd (ABN 87 145 434 457) (under the sale agreement entered into with the shareholders in PetroQuest International Inc) to fund the drilling of the first two wells in the Phase Two work program.
(b) The Class B Options are options to subscribe for ordinary shares in the capital of WHL Energy Ltd.
(c) The exercise price of the Class B Options is $0.0001 per Class B Option.
(d) The Class B Options will lapse on 31 December 2013 ( Expiry Date ).
(e) The Class B Options will not vest and become exercisable unless:
(i) the Company (or one of its subsidiaries) has entered into one or more binding farmin agreements with one or more third parties under which the farminee/s have a collective obligation to spend the greater of $10,000,000 or 50% of the Work Commitment on the Licences; or
(ii) the volume weighted average price of the Company’s shares as traded on ASX is at least 10 cents or more for ten (10) consecutive trading days,

in either case prior to the Expiry Date. For the avoidance of doubt, if one of the above events does not occur prior to the Expiry Date, the Class B Options will immediately lapse.

(f) The Class B Options will be transferable in whole or in part subject to the provisions of the Constitution of the Company, Corporations Act and the ASX Listing Rules.
(g) The Class B Options may be exercised wholly or in part by delivering a duly completed form of notice of exercise together with a cheque for the exercise price per Class B Option to the Company at any time on or after the date on which the Class B Options are issued and on or before the Expiry Date. Class B Options not exercised before the Expiry Date will lapse.
(h) Upon the valid exercise of the Class B Options and payment of the exercise price, the Company will issue Shares ranking paripassu with the then issued Shares of the Company.
(i) The Company shall apply for listing on the ASX of the resultant Shares issued upon exercise of any of the Class B Options.
(j) Reconstruction of Capital : If during the currency of the Class B Options the issued capital of the Company is reconstructed (including capital reductions and share consolidations and divisions), the number or nominal value of the Class B Options to which the holder is entitled will be reconstructed in the same proportion as the issued capital of the Company is reconstructed in accordance with the ASX

Listing Rules but in all respects the term of the exercise of the Class B Options shall remain unchanged. Where appropriate the exercise price of the Class B Options will be revised in accordance with the ASX Listing Rules.

(k) Bonus Issue : If there is a bonus issue to the holders of the ordinary Shares of the Company, the number of ordinary Shares over which the Class B Option is exercisable will be increased by the number of ordinary Shares which the holder of the Class B Option would have received if the Class B Option had been exercised before the record date for the bonus issue.
(l) Rights Issue: If the Company makes a rights issue (other than a bonus issue), the exercise price of Class B Options on issue will be reduced accordingly as set out in the ASX Listing Rules.
(m) Participating Rights and Entitlements: The Class B Options carry no right (without exercising the Class B Options) to participate in rights issues which may be offered by the Company to its Shareholders after the date of the issue of the Class B Options or in dividends. However, the Company must give prior notice to the Class B Optionholders of any new issue before the record date for determining entitlements to the issue in accordance with ASX Listing Rules and Class B Optionholders have the right to exercise the Class B Options prior to the record date for determining entitlements.
(n) Amendments: Despite anything else contained in these terms to the contrary, the terms and conditions may be changed by the Company to the extent it reasonably considers to be necessary to comply with the ASX Listing Rules, particularly as they may apply to are construction or reorganisation of the capital of the Company at the time of reorganisation or reconstruction.
(o) Change of Control and Selling Licences : Notwithstanding any other terms and conditions, all Class B Options shall vest and may be exercised:
(i) during a bid period (as defined in the Corporations Act) following a bidder acquiring a relevant interest of greater than 50% of the Company’s shares and the bid having been declared unconditional;
(ii) at any time after a Change in Control Event (being a shareholder, or a group of associated shareholders, becoming entitled to sufficient shares in the Company to give it or them the ability and that ability is successfully exercised, in a general meeting, to replace all or a member of the board) has occurred; or
(iii) on an application under Section 411 of the Corporations Act if a court orders a meeting to be held concerning a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other Company; or
(iv) if the Company (or one of its subsidiaries) sells or transfers the Licences to any party(excluding any transfer or sale that occurs under a farm in arrangement in respect of the Licences).

SCHEDULE 3 – TERMS AND CONDITIONS OF ESOP (SERIES 1) OPTIONS

The ESOP (Series 1) Options (referred to in the Option terms as Scheme Options ) have the following rights attached to them:

(a) In these terms, the following definitions apply:
(i) Licences means the 35 exploration blocks located on the southern continental shelf off-shore Seychelles held by PetroQuest International Inc.
(ii) Work Commitment means the obligation of SEYCO Energy Pty Ltd (ABN 87 145 434 457) (under the sale agreement entered into with the shareholders in PetroQuest International Inc) to fund the drilling of the first two wells in the Phase Two work program.
(b) The Scheme Options are options to subscribe for ordinary shares in the capital of WHL Energy Ltd ( Shares ).
(c) The exercise price of the Scheme Options will be set at a 50% premium of the five day VWAP for the previous five trading days before the date of the Notice of Meeting, per Scheme Option.
(d) The Scheme Options will lapse on 31 December 2013 ( Expiry Date ).
(e)
The Scheme Options will not vest and become exercisable unless:
(i) the Company (or one of its subsidiaries) has entered into one or more binding farmin agreements with one or more third parties under which the farminee/s have a collective obligation to spend the greater of $10,000,000 or 50% of the Work Commitment on the Licences; or
(ii) the volume weighted average price of the Company’s shares as traded on ASX is at least 10 cents or more for ten (10) consecutive trading days,

in either case prior to the Expiry Date. For the avoidance of doubt, if one of the above events does not occur prior to the Expiry Date, the Scheme Options will immediately lapse.

(f) The Scheme Options will be transferable in whole or in part subject to the provisions of the constitution of the Company, Corporations Act and the ASX Listing Rules.
(g) The Scheme Options may be exercised wholly or in part by delivering a duly completed form of notice of exercise together with a cheque for the exercise price per Scheme Option to the Company at any time on or after the date on which the Scheme Options are issued and on or before the Expiry Date. Scheme Options not exercised before the Expiry Date will lapse.
(h) Upon the valid exercise of the Scheme Options and payment of the exercise price, the Company will issue Shares ranking paripassu with the then issued Shares of the Company.
(i) The Company shall apply for listing on the ASX of the resultant Shares issued upon exercise of any of the Scheme Options.

(j) Reconstruction of Capital : If during the currency of the Scheme Options the issued capital of the Company is reconstructed (including capital reductions and share consolidations and divisions), the number or nominal value of the Scheme Options to which the holder is entitled will be reconstructed in the same proportion as the issued capital of the Company is reconstructed in accordance with the ASX Listing Rules but in all respects the term of the exercise of the Scheme Options shall remain unchanged. Where appropriate the exercise price of the Scheme Options will be revised in accordance with the ASX Listing Rules.
(k) Bonus Issue : If there is a bonus issue to the holders of the ordinary Shares of the Company, the number of ordinary Shares over which the Scheme Option is exercisable will be increased by the number of ordinary Shares which the holder of the Scheme Option would have received if the Scheme Option had been exercised before the record date for the bonus issue.
(l) Rights Issue: If the Company makes a rights issue (other than a bonus issue), the exercise price of Scheme Options on issue will be reduced accordingly as set out in the ASX Listing Rules.
(m) Participating Rights and Entitlements: The Scheme Options carry no right (without exercising the Scheme Options) to participate in rights issues which may be offered by the Company to its Shareholders after the date of the issue of the Scheme Options or in dividends. However, the Company must give prior notice to the Scheme Option holders of any new issue before the record date for determining entitlements to the issue in accordance with ASX Listing Rules and Scheme Option holders have the right to exercise the Scheme Options prior to the record date for determining entitlements.
(n) Amendments: Despite anything else contained in these terms to the contrary, the terms and conditions may be changed by the Company to the extent it reasonably considers to be necessary to comply with the ASX Listing Rules, particularly as they may apply to are construction or reorganisation of the capital of the Company at the time of reorganisation or reconstruction.
(o) Selling Licences : Notwithstanding any other terms and conditions, all Scheme Options shall vest and may be exercised if the Company (or one of its subsidiaries) sells or transfers the Licences to any party(excluding any transfer or sale that occurs under a farm in arrangement in respect of the Licences).

SCHEDULE 4 – VALUATION OF PROPOSED AMENDMENT TO ESOP (SERIES 1) OPTIONS

The Proposed Amendment to the ESOP (Series 1) Options pursuant to Resolutions 6 and 7have been valued by internal management.

Using the Black & Scholes option model and based on the assumptions set out below, the Proposed Amendment was ascribed the following value:

Assumptions:

Valuation date	25 September 2012
Market price of Shares	3.5 cents
Conversion price	4.95 cents
Expiry date (length of time from issue)	31 December 2013
Risk free interest rate	4.51%
Volatility (discount)	68.00%

Indicative value per ESOP (Series 1) Option	$0.0049

Total Value of ESOP (Series 1) Options

- Steven Noske	$74,988
- David Rowbottam	$49,992

Note: The valuation noted above is not necessarily the market price that the Proposed Amendment could be traded at and is not automatically the market price for taxation purposes.

SCHEDULE 5 – TERMS AND CONDITIONS OF RELATED PARTY PERFORMANCE RIGHTS

A summary of the terms and conditions of the Related Party Performance Rights is set out below:

(a) ( Vesting Date ): The Related Party Performance Rights for each holder shall vest as follows:

Tranche	Number of Performance Rights Vesting (%)	Vesting Date
Tranche 1	40	1 July 2013
Tranche 2	40	1 July 2014
Tranche 3	20	1 July 2015

(b) ( Vesting ): At each Vesting Date, the Company shall notify the holder in writing that the relevant Related Party Performance Rights have vested ( Vested Performance Rights ).
(c) ( Consideration ): The Related Party Performance Rights will be issued for nil cash consideration and no consideration will be payable upon the vesting of the Performance Rights on the Vesting Dates.
(d) ( Automatic Vesting ): Each Related Party Performance Right will automatically vest into one Share.
(e) ( Lapse of a Related Party Performance Right ): A Related Party Performance Right will lapse upon the earlier to occur of:
(i) the Related Party Performance Right lapsing in accordance with rule (f); or
(ii) the Related Party Performance Right lapsing in accordance with a provision of rule (g).
(f)

( Fraudulent or dishonest action ):If a holder ceases to be:

(i) a full-time or permanent part-time employee of the Company;
(ii) a director or company secretary of the Company; or
(iii) any other person determined by the Board,

( Eligible Person )in circumstances where the cessation or termination is specifically referenced to the holder having been found to have acted fraudulently or dishonestly in the performance of his or her duties, then:

(i) the Board must deem any Related Party Performance Rights of the holder to have immediately lapsed and be forfeited; and
(ii) any Related Party Performance Rights that have vested will continue in existence in accordance with their terms of issue and any Shares issued on vesting will remain the property of the holder.

(g) ( Ceasing to be an Eligible Person ): If a holder ceases to be an Eligible Person in circumstances where the cessation or termination arises because the holder:
(i) voluntarily resigns his or her position as an Eligible Person (other than to take up employment with a subsidiary of the Company);
(ii) wilful breaches the terms of the engagement of the holder or any policy of the Company’s published policies regulating the behaviour of Eligible Persons;
(iii) is convicted of a criminal offence which, in the reasonable opinion of the Company, might tend to injure the reputation or the business of the Company; or
(iv) is found guilty of a breach of the Corporations Act and the Board considers that it brings the holder or the Company into disrepute,

then:

(i) the Board must deem any Related Party Performance Rights of the holder to have immediately lapsed and be forfeited; and
(ii) any Related Party Performance Rights that have vested will continue in existence in accordance with their terms of issue and any Shares issued on vesting will remain the property of the holder.
(h) ( Other circumstances where ): The Related Party Performance Rights will not lapse and be forfeited where the holder ceases to be an Eligible Person for one of the following reasons:
(i) death or total permanent disability (in respect of total permanent disability being that because of a sickness or injury, the holder is unable to work in his or her own or any occupation for which they are suited by training, education, or experience for a period beyond one year);
(ii) retirement (being where the holder ceases being an Eligible Person due to reaching the legal age for retirement);
(iii) redundancy (being where the holder ceases to be an Eligible Person due to the Company no longer requiring the holder’s position to be performed by any person); or
(iv) any other reason, other than a reason listed in rules (f) and (g), that the Board determines is reasonable to permit the holder to retain his Related Party Performance Rights,

(i) ( Takeover, Scheme of Arrangement or Change of Control ): the Related Party Performance Rights will automatically vest where:

(i) a Court orders a meeting to be held in relation to a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company or companies and the Shareholders of the

Company approve the proposed compromise or arrangement at such meeting;

(ii)

a takeover bid:

  - (A) is announced;

  - (B) has become unconditional; and

  - (C) the person making the takeover bid has a Relevant Interest  (as that term is defined in the Corporations Act) in 50% or more of the Shares; or

(iii) any person acquires a Relevant Interest (as that term is defined in the Corporations Act) in 50.1% or more of the Shares by any other means.
(j) ( Share ranking ): All Shares allotted upon the vesting of Related Party Performance Rights will upon allotment rank paripassu in all respects with other Shares.
(k) ( Listing of Shares on ASX ): The Company will not apply for quotation of the Related Party Performance Rights on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the vesting of Performance Rights on ASX within the period required by ASX.
(l) ( Transfer of Related Party Performance Rights ): A Related Party Performance Right is only transferable:
(i) with the consent of the Board; or
(ii) by force of law upon death to the Related Party’s legal personal representative or upon bankruptcy to the Related Party’s trustee in bankruptcy.
(m) ( Pro rata issue of securities ): Subject to the Corporations Act and the ASX Listing Rules, if, during the term of any Related Party Performance Right, the Company makes a pro rata issue of securities to the Company's Shareholders by way of a rights issue, the holder shall be entitled to participate in the rights issue on the same terms as the Company's Shareholders as if the Related Party Performance Rights were vested prior to the record date for determining entitlement under the rights issue.

A holder will not be entitled to any adjustment to the number of Shares issued on the vesting of the Related Party Performance Right to which the holder is entitled, as a result of the Company undertaking a rights issue.

(n) ( Adjustment for bonus issue ): If securities are issued pro-rata to Shareholders generally by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the number of Related Party Performance Rights to which each holder is entitled, will be increased by that number of securities which the holder would have been entitled if the Related Party Performance Rights held by the holder were vested immediately prior to the record date of the bonus issue, and in any event in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the bonus issue.
(o) ( Adjustment for reconstruction ): In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company, the number of Related Party Performance Rights to which each

Related Party is entitled, will be adjusted in the manner determined by the Board to ensure that no advantage or disadvantage accrues to the holder as a result of such corporate actions and in any event in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(p) ( Dividend and Voting Rights ): the Related Parties are not entitled to vote nor to receive dividends as a result of their holding Related Party Performance Rights.

SCHEDULE 6 – VALUATION OF RELATED PARTY PERFORMANCE RIGHTS

The Related Party Performance Rights to be issued to the Related Parties pursuant to Resolutions 8 and 9have been valued by internal management .

Using the Black & Scholes option pricing model and based on the assumptions set out below, the Related Party Performance Rights were ascribed the following value range:

Assumptions:

Valuation date	28 September 2012
Market price of Shares	3.2cents
Exercise price	Nil
Expiry date (length of time from issue)	1 July 2013 (40%); 1 July 2014 (40%); and 1 July 2015 (20%)
Risk free interest rate	2.50%
Volatility	80.0%	80.0%	80.0%

Indicative value per Performance Right	3.2 cents	3.2cents	3.2cents

Total Value of Performance Right	$409,600	$409,600	$204,800

- Steven Noske	$281,600	$281,600	$140,800
- David Rowbottam	$128,000	$128,000	$64,000

Note: The valuation ranges noted above are not necessarily the market prices that the Related Party Performance Rights could be traded at and they are not automatically the market prices for taxation purposes.

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LODGE YOUR VOTE

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ABN 25 113 326 524

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
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www.linkmarketservices.com.au

ONLINE

By mail:  WHL Energy Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 [By fax:][ +61 2 9287 0309]



All enquiries to: Telephone: 1300 554 474

Overseas: +61 2 8280 7111

SECURITYHOLDER VOTING FORM APPOINT A PROXY if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy. I/we appoint the Chairman of the Meeting as an alternate proxy to the person named. The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business. X VOTING DIRECTIONS For Against Abstain * 7 Amendment to terms of ESOP (Series 1) Options held by Mr David Rowbottam 8 Issue of Performance Rights to Mr Steven Noske Mr Steven Noske 9 Issue of Performance Rights to Mr David Rowbottam 10 Re-election of Director – Mr David

I/We being a member(s) of WHL Energy Limited and entitled to attend and vote hereby appoint:

STEP 1

the Chairman OR if you are NOT appointing the Chairman of the Meeting as your proxy, of the Meeting please write the name of the person or body corporate (excluding the (mark box) registered securityholder) you are appointing as your proxy. I/we appoint the Chairman of the Meeting as an alternate proxy to the person named. If no person/body corporate is named, the Chairman of the Meeting, is appointed as my/our proxy and to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 3:00pm (WST) on Thursday, 22 November 2012, at the Celtic Club, 48 Ord Street, West Perth, WA and at any adjournment or postponement of the meeting. I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel. The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business. Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X

STEP 2 VOTING DIRECTIONS
Resolutions For Against Abstain * For Against Abstain * 7 Amendment to terms of ESOP (Series 1)
1 Adoption of the Remuneration Report Options held by Mr David Rowbottam
2 Approval of 10% Placement Capacity - Shares 8 Issue of Performance Rights to Mr Steven Noske 9 Issue of Performance Rights to
3 Placement - Options Mr David Rowbottam 10 Re-election of Director – Mr David
4 Amendment to terms of Class B Options Rowbottam
5 Amendment to terms of ESOP (Series 1) Options
11 Re-election of Director – Mr Trevor Benson
6 Amendment to terms of ESOP (Series 1) Options held by Mr Steven Noske 12 Re-election of Director – Mr Keiran Wulff
- If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3 IMPORTANT – VOTING EXCLUSIONS

If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 5, 6, 7, 8 and 9 above, please place a mark in this box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even though he/she has an interest in the outcome of those Resolutions and that votes cast by him/her for those Resolutions, other than as proxyholder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Resolutions 5, 6, 7, 8 and 9 and your votes will not be counted in calculating the required majority if a poll is called on these Resolutions. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolutions 5, 6, 7, 8 and 9.

STEP 4 SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

Securityholder 1 (Individual)

Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual)

Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

WHN PRX202R

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

This is your name and address as it appears on the company’s security register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form.

(b) return both forms together.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you appoint someone other than the Chairman of the Meeting as your proxy, you will also be appointing the Chairman of the Meeting as your alternate proxy to act as your proxy in the

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either securityholder may sign.

event the named proxy does not attend the meeting.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

you return it. Companies: Corporations Act 2001 in the appropriate place. Corporate Representatives security registry.

Votes on Items of Business – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s security registry or you may copy this form and return them both together. The appointment of the Chairman of the Meeting as your alternate proxy also applies to the appointment of the second proxy.

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the company’s security registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 3:00pm (WST) on Tuesday, 20 November 2012, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged using the reply paid envelope or:

www.linkmarketservices.com.au

 ONLINE

Login to the Link website using the holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

 by mail:

WHL Energy Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 by fax:

+61 2 9287 0309



by hand:

delivering it to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138.

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.

AI assistant

ZIMI LIMITED — AGM Information 2012

66122_rns_2012-10-21_79051629-a5c3-4c6f-a024-e819f926b003.pdf

WHL ENERGY LIMITED ACN 113 326 524

NOTICE OF ANNUAL GENERAL MEETING

CONTENTS PAGE

IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING

YOUR VOTE IS IMPORTANT

VOTING ELIGIBILITY

VOTING IN PERSON

VOTING BY PROXY

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

3. RESOLUTION 2 – APPROVAL OF 10% PLACEMENT CAPACITY– SHARES

4. RESOLUTION 3 – PLACEMENT – OPTIONS

5. RESOLUTION 4 – AMENDMENT TO TERMS OF CLASS B OPTIONS

6. RESOLUTION 5 – AMENDMENT TO TERMS OF ESOP (SERIES 1) OPTIONS

Voting Prohibition Statement:

7. RESOLUTION 6 – AMENDMENT TO TERMS OF ESOP (SERIES 1) OPTIONS HELD BY MR STEVEN NOSKE

Voting Prohibition Statement:

8. RESOLUTION 7 – AMENDMENT TO TERMS OF ESOP (SERIES 1) OPTIONS HELD BY MR DAVID ROWBOTTAM

Voting Prohibition Statement:

9. RESOLUTION 8 – ISSUE OF PERFORMANCE RIGHTS TO MR STEVEN NOSKE

Voting Prohibition Statement:

10. RESOLUTION 9 – ISSUE OF PERFORMANCE RIGHTS TO MR DAVID ROWBOTTAM

Voting Prohibition Statement:

11. RESOLUTION 10 – RE-ELECTION OF DIRECTOR – MR DAVID ROWBOTTAM

12. RESOLUTION 11 – RE-ELECTION OF DIRECTOR – MR TREVOR BENSON

13. RESOLUTION 12 – RE-ELECTION OF DIRECTOR – MR KEIRAN WULFF

DATED: 15OCTOBER 2012

BY ORDER OF THE BOARD

MATTHEW EDMONDSON COMPANY SECRETARY

EXPLANATORY STATEMEN T

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

2.2 Voting consequences

2.3 Previous voting results

2.4 Proxy voting restrictions

If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member):

3. RESOLUTION 2 – APPROVAL OF 10% PLACEMENT CAPACITY – SHARES

3.1 General

3.2 ASX Listing Rule 7.1A

(A x D) – E

3.3 Technical information required by ASX Listing Rule 7.1A

(a) Minimum Price

(b) Date of Issue

(c) Risk of voting dilution

The table above uses the following assumptions:

(d) Purpose of Issue under 10% Placement Capacity

(e)

Allocation under the 10% Placement Capacity

(f) Previous Approval under ASX Listing Rule 7.1A

3.4 Voting Exclusion

4. RESOLUTION 3 – PLACEMENT – OPTIONS

4.1 General

4.2 Technical information required by ASX Listing Rule 7.1

5. RESOLUTION 4 AND 5 – AMENDMENT TO TERMS OF CLASS B OPTIONS AND ESOP (SERIES 1) OPTIONS

5.1 Background

( Vesting Condition ).

5.2 Proposed Amendment

Work Commitment means:

5.3 ASX Listing Rule 6.23.4

6. RESOLUTIONS 6 AND 7 – APPROVAL OF AMENDMENT TO TERMS OF ESOP (SERIES1) OPTIONS HELD BY MR STEVEN NOSKE AND MR DAVID ROWBOTTAM

6.1 Background

6.2 Section 208 of the Corporations Act

6.3 Shareholder approval (Chapter 2E of the Corporations Act)

Note:

Notes:

7. RESOLUTIONS 8 AND 9 – ISSUE OF PERFORMANCE RIGHTS TO DIRECTORS

7.1 General

7.2 Summary of the material terms of the Performance Options

7.3 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

ZIMI LIMITED AGM Information 2012