ZIMI LIMITED — AGM Information 2013

Oct 20, 2013

WHL ENERGY LIMITED ACN 113 326 524

NOTICE OF ANNUAL GENERAL MEETING

TIME : 3.00pm (WST) DATE : 22 November 2013 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)	6
Glossary	19
Schedule 1– Terms and Conditions of Related Party Performance Rights	21
Schedule 2 – Valuation of Related Party Performance Rights	25
Schedule 3 – Issue of Equity Securities since 22 November 2012	26

IMPORTANT INFORMATION

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 2013 at:

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 2013.

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

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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.

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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 2013 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 2013.”

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, as a special resolution the following:

“That, for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on terms and conditions in the Explanatory Memorandum.”

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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 – ISSUE OF PERFORMANCE RIGHTS TO MR GARY KING

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

“That, for the purposes of Sections 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 8,000,000 Performance Rights to Mr Gary King (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 Gary King (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:

the proxy is the Chair; and

• (a) 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.

5. RESOLUTION 4 – ISSUE OF PERFORMANCE RIGHTS TO MR FALDI ISMAIL

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

“That, for the purposes of Section s 195(4) and 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 8,000,000 Performance Rights to Mr Faldi Ismail (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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Voting exclusion : The Company will disregard any votes cast on this Resolution by Mr Faldi Ismail (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:

• (c) the proxy is either:

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

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

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

However, the above prohibition does not apply if:

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.

6. RESOLUTION 5 – RE-ELECTION OF DIRECTOR – MR GARY KING

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 Gary King, a Director who was appointed on 18 October 2012, retires, and being eligible, is re-elected as a Director.”

7. RESOLUTION 6 – RE-ELECTION OF DIRECTOR – MR FALDI ISMAIL

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 Faldi Ismail, a Director who was appointed on 25 September 2013, retires, and being eligible, is re-elected as a Director.”

DATED: 10 OCTOBER 2013

BY ORDER OF THE BOARD

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IAN HOBSON COMPANY SECRETARY

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EXPLANATORY STATEMENT

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 2013 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

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.

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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 ( 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 3.2 below).

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.

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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 $18,566,583.

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 two classes of Equity Securities on issue, being Shares and Options (ASX Code: WHN and WHNOA).

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.

D 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.

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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.

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Number of Shares on Issue		Dilution
	Issue Price (per Share)	$0.0065 50% decrease in Issue Price	$0.0130 Issue Price	$0.0195 100% increase in Issue Price
	Shares issued	142,819,868 Shares	142,819,868 Shares	142,819,868 Shares
1,428,198,680 (Current)
	Funds raised	$928,329	$1,856,658	$2,784,987
	Shares issued	$214,229,802 Shares	$214,229,802 Shares	$214,229,802 Shares
2,142,298,020 (50% increase)
	Funds raised	$1,392,494	$2,784,987	$4,177,481
	Shares issued	285,639,736 Shares	285,639,736 Shares	285,639,736 Shares
2,856,397,360 (100% increase)
	Funds raised	$1,856,658	$3,713,317	$5,569,975

* 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:

1. The current shares on issue are the Shares on issue as at 30 September 2013.

2. The issue price set out above is the closing price of the Shares on the ASX on 30 September 2013.

3. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

4. 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.

5. The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

6. 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.

7. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

8. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

9. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.

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.

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(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 previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 22 November 2012 ( Previous Approval ).

The Company has not issued any Equity Securities pursuant to the Previous Approval.

During the 12 month period preceding the date of the Meeting, being on and from 22 November 2012 the Company otherwise issued a total of 21,135,294 Shares, 50,000,000 Listed Options, 19,000,000 Unlisted

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Options and 32,000,000 Performance Rights which represents approximately 6.75% of the total diluted number of Equity Securities on issue in the Company on 22 November 2012, which was 1,808,347,543.

Further details of the issues of Equity Securities by the Company during the 12 month period preceding the date of the Meeting are set out in Schedule 3.

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 Resolution 2.

4. RESOLUTIONS 3 & 4 – ISSUE OF PERFORMANCE RIGHTS TO DIRECTORS

4.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue a total of 16,000,000 Performance Rights ( Related Party Performance Rights ) to Mr Gary King and Mr Faldi Ismail ( 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 Gary King and Mr Faldi Ismail 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.

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4.2 Summary of the material terms of the Performance Rights

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

• (b) Each Related Party Performance Right will vest as one Share as follows:

(b) Each Related Part	y Performance Right will ve	st as one Share as follows:
Tranche	Number of Performance Rights Vesting (%)	Vesting Date
Tranche 1	40	1 July 2014
Tranche 2	40	1 July 2015
Tranche 3	20	1 July 2016

• (c) 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:

• (iv) the Board must deem any Related Party Performance Rights of the holder to have immediately lapsed and forfeited; and

• (v) 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.

• (d) In the event that 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) 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;

• (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:

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• (v) the Board must deem any Related Party Performance Rights of the holder to have immediately lapsed and be forfeited; and

• (vi) 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.

• (e) The Related Party Performance Rights will not lapse and be forfeited where the holder ceases to be an Eligible Person for 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) in Schedule 1, 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.

• (f) 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:

  • (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

(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.

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• (g) The Board may, in its absolute discretion, determine that any unvested Related Party Performance Rights vest, within 10 Business Days of:

• (i) a takeover bid for the acquisition by the Company of another entity ( Target ):

  • (I) being announced;

  • (II) becoming unconditional; and

  • (III) the Company acquiring a Relevant Interest (as that term is defined in the Corporations Act) in 50% or more of the voting shares of the Target; or

• (ii) the Company acquiring a Relevant Interest (as that term is defined in the Corporations Act) in 50.1% or more of the voting shares of the Target by any other means,

in which case the Board must promptly notify the holder of the vested Related Party Performance Rights in writing.

A full summary of the terms and conditions attaching to the Related Party Performance Rights is set out in Schedule 1.

4.3 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 Gary King and Mr Faldi Ismail 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) 8,000,000 Related Party Performance Rights to Mr Gary King; and

• (ii) 8,000,000 Related Party Performance Rights to Mr Faldi Ismail;

• (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;

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• (f) the terms and conditions of the Related Party Performance Rights are set out in Schedule 1. The Shares to be issued upon vesting of the Related Party Performance Rights shall rank pari passu with existing Shares;

• (g) the value of the Related Party Performance Rights and the pricing methodology is set out in Schedule 2;

• (h) the relevant interests of the Related Parties in securities of the Company are set out below:

are set out below:
Related Party	Shares	Options
Mr Gary King	450,000	Nil
Mr Faldi Ismail	Nil	Nil

• (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 below:

Related Party	Current Financial Year	Previous Financial Year
Mr Gary King	62,436	32,990
Mr Faldi Ismail	52,803	Nil

• (j) if the Related Party Performance Rights granted to the Related Parties are exercised, a total of 16,000,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 1,428,198,680 to 1,444,198,680 (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 1.11%, comprising 0.50% by Mr Gary King and 0.50% by Mr Faldi Ismail;

(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	$0.042	16 October 2012
Lowest	$0.012	27 September 2013
Last	$0.013	30 September 2013

(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) Gary King declines to make a recommendation to Shareholders in relation to Resolution 3 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 3 be

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passed. However, in respect of Resolution 4 recommends that Shareholders vote in favour of the Resolution for the following reasons:

• (iii) 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

• (iv) 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) Faldi Ismail declines to make a recommendation to Shareholders in relation to Resolution 4 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 4 be passed. However, in respect of Resolution 3 recommends that Shareholders vote in favour of the Resolution for the reasons set out in paragraph (m);

• (o) with the exception of Mr Gary King and Mr Faldi Ismail, no other Director has a personal interest in the outcome of Resolutions 3 or 4;

• (p) Mr David Rowbottam recommends that Shareholders vote in favour of Resolutions 3 and 4, for the reasons set out in paragraph (m);

• (q) in forming their recommendations, Mr David Rowbottam 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

• (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 3 to 4.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Performance Rights to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Performance Rights 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.

5. RESOLUTION 5 – RE-ELECTION OF DIRECTOR – MR GARY KING

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.

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Mr Gary King will retire in accordance with clause 56 of the Constitution and being eligible seeks re-election.

6. RESOLUTION 6 – RE-ELECTION OF DIRECTOR – MR FALDI ISMAIL

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 Faldi Ismail will retire in accordance with clause 56 of the Constitution and being eligible seeks re-election.

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GLOSSARY

$ means Australian dollars.

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

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 (ACN 113 326 524).

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.

Explanatory Statement means the explanatory statement accompanying the Notice.

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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.

Proxy Form means the proxy form accompanying the Notice.

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 2013.

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 3.2 of this Notice.

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

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SCHEDULE 1 – 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:

as follows:
Tranche	Number of Performance Rights Vesting (%)	Vesting Date
Tranche 1	40	1 July 2014
Tranche 2	40	1 July 2015
Tranche 3	20	1 July 2016

• (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.

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• (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 ): 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,

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.

(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

22

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) ( Acquisition of Target by the Company ): The Board may, in its absolute discretion, determine that any unvested Related Party Performance Rights vest, within 10 Business Days of:

• (i) a takeover bid for the acquisition by the Company of another entity ( Target ):

  • (D) being announced;

  • (E) becoming unconditional; and

  • (F) the Company acquiring a Relevant Interest (as that term is defined in the Corporations Act) in 50% or more of the voting shares of the Target; or

• (ii) the Company acquiring a Relevant Interest (as that term is defined in the Corporations Act) in 50.1% or more of the voting shares of the Target by any other means,

in which case the Board must promptly notify the holder of the vested Related Party Performance Rights in writing.

• (k) ( Share ranking ): All Shares allotted upon the vesting of Related Party Performance Rights will upon allotment rank pari passu in all respects with other Shares.

• (l) ( 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.

• (m) ( 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.

• (n) ( 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

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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.

(o) ( 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.

(p) ( 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.

• (q) ( 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.

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SCHEDULE 2 – VALUATION OF RELATED PARTY PERFORMANCE RIGHTS

The Related Party Performance Rights to be issued to the Related Parties pursuant to Resolutions 3 and 4 have 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	27 September 2013
Market price of Shares	1.3 cents
Exercise price	Nil
Expiry date (length of time from issue)	1 July 2014 (40%); 1 July 2015 (40%); and 1 July 2016 (20%)
Risk free interest rate	2.50%
Volatility	80.0%	80.0%	80.0%
Indicative value per Performance Right	1.3 cents	1.3 cents	1.3 cents
Total Value of Performance Right	$83,200	$83,200	$41,600
- Gary King	$41,600	$41,600	$20,800
- Faldi Ismail	$41,600	$41,600	$20,800

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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SCHEDULE 3 – ISSUES OF EQU ITY SECURITIES SIN CE 22 N OVEMBER 2012

Date	Quantity	Class	Recipients	Issue price and discount to Market Price (if applicable)1	Form of consideration
6 December 2012	50,000,000	WHNOA (listed Options)2	An underwriting/ broker fee in relation to the capital raising completed on 15 November 2012	$0.001 per Option Issued at a 90% discount to initial market price of options.	Cash Amount raised6= $50,000 Current value7= $100,000
6 December 2012	32,000,000	Unquoted Performance Rights (WHNAS)3	Issued under shareholder approval obtained at the last Annual General meeting dated 22 November 2012 to Executive Directors	Nil cash consideration	Nil cash consideration Performance based remuneration for services provided to the Company Current value7= $416,000
21 December 2012	19,000,000	Unquoted Employee Share Options (WHNAI)4	Issued under Employee Share Option Plan to existing staff	Nil cash consideration	Nil cash consideration Performance based remuneration for services provided to the Company Current value7= $266,000
4 July 2013	20,400,000	WHN fully paid shares5	Vesting of first tranche of WHNAS and WHNAI	Nil cash consideration	Nil cash consideration Performance based remuneration for services provided to the Company Current value7= $265,200
4 July 2013	735,294	WHN fully paid shares5	Performance based remuneration for services provided to the Company	Nil cash consideration	Nil cash consideration Performance based remuneration for services provided to the Company Current value7= $9,559

1. Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.

2. Quoted Options, exercisable at $0.04 each, on or before 30 November 2014, ASX Code: WHNOA.

3. Unquoted Performance Rights WHNAS issued under shareholder approval obtained at the last Annual General meeting dated 22 November 2012 to Executive Directors.

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1. Unquoted Employee Share Options (WHNAI) issued under Employee Share Option Plan to existing staff exercisable at $Nil each, on or before 1 July 2016.

2. Fully paid ordinary shares in the capital of the Company, ASX Code: WHN (terms are set out in the Constitution).

3. The cash balance of the Company on 22 November 2012 was approximately $6.563m. The aggregate amount raised from issues of Equity Securities listed in Schedule 3 is $50,000. The cash balance of the Company as at the date of this Notice is approximately $2.6 million. The amount spent since 22 November 2012 to the date of this Notice has been approximately $7.4 million. These funds have been spent on exploration and ongoing operating expenses. The amount raised from issues of Equity Securities listed in Schedule 3 that remains unspent as at the date of this Notice is $Nil.

4. In respect of quoted Equity Securities the value is based on the closing price of the Shares ($0.013) or Options ($0.002) as the context requires on the ASX on 30 September 2013. In respect of unquoted Equity Securities the value of Options is measured using the Black & Scholes option pricing model. Measurement inputs include the Share price on the measurement date, the exercise price, the term of the Option, the impact of dilution, the expected volatility of the underlying Share (based on weighted average historic volatility adjusted for changes expected due to publicly available information), the expected dividend yield and the risk free interest rate for the term of the Option. No account is taken of any performance conditions included in the terms of the Option other than market based performance conditions (i.e. conditions linked to the price of Shares).

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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  [By fax:][ +61 2 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

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
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All enquiries to: Telephone: + 61 1300 554 474

SHAREHOLDER PROXY 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 shareholder) you are appointing as your proxy. I/we appoint the Chairman of the Meeting as an alternate proxy to the person named. X VOTING DIRECTIONS For Against Abstain * Resolution 4 Issue of Performance Rights to Mr Faldi Ismail Resolution 5

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 shareholder) 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 Friday, 22 November 2013, 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 For Against Abstain * For Against Abstain * Resolution 1 Resolution 4 Adoption of Remuneration Report Issue of Performance Rights to Mr Faldi Ismail Resolution 2 Approval of 10% Placement Capacity - Resolution 5 Shares Re-election of Director – Mr Gary King Resolution 3 Resolution 6 Issue of Performance Rights to Re-election of Director – Mr Faldi Ismail Mr Gary King  * 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 Items 3 and 4 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 Items and that votes cast by him/her for those Items, 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 Items 3 and 4 and your votes will not be counted in calculating the required majority if a poll is called on these Items. The Chairman of the Meeting intends to vote undirected proxies in favour of Items 3 and 4.

STEP 4

Shareholder 1 (Individual)

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)

Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’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 PRX302R

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 shares 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; and

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

Appointment of a Proxy

• (b) return both forms together.

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 event the named proxy does not attend the meeting.

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 shareholder may sign.

Votes on Items of Business – Proxy Appointment

Power of Attorney: to sign under Power of Attorney, you must

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

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 may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares 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 shares 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 share 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 share 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 Wednesday, 20 November 2013, 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, shareholders 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 or Level 12, 680 George Street, Sydney NSW 2000.

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.