ZIMI LIMITED — Annual Report 2009

Aug 30, 2009

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WHL Energy Ltd C/- Websters Solicitors ABN: 25 113 326 524

Level 11, 37 Bligh Street Sydney NSW 2000 Australia P: +61 2 9233 2688 F: +61 2 9233 3828 www.whlenergy.com

ASX/MEDIA RELEASE

Dated: WHN 31 AUGUST 2009

ANNOUNCEMENT – APPENDIX 4E – PRELIMINARY FINAL REPORT

Attached is the Company's Preliminary Final Report for the year ended 30 June 2009.

Yours sincerely

Ian B Mitchell Company Secretary

Level 11, 37 Bligh Street Sydney NSW Australia 2000 T: (61 2) 9233 2688 F: (61 2) 9233 3828 W: www.whlenergy.com

APPENDIX 4E

PRELIMINARY FINAL REPORT

Name of entity

WHL ENERGY LIMITED

ABN or equivalent company Financial year ended (‘current period’) Previous corresponding period reference 25 113 326 524 30 JUNE 2009 30 JUNE 2008

Previous corresponding period

Results for announcement to the market

Revenues from ordinary activities	down	60%	to	223,466
Loss from ordinary activities after tax attributable to
members	up	19%	to	(4,110,315)
Net loss for the period attributable to members	up	19%	to	(4,110,315)

25 113 326 524 30 JUNE 2009 30 JUNE 2008 Results for announcement to the market	25 113 326 524 30 JUNE 2009 30 JUNE 2008 Results for announcement to the market	25 113 326 524 30 JUNE 2009 30 JUNE 2008 Results for announcement to the market	25 113 326 524 30 JUNE 2009 30 JUNE 2008 Results for announcement to the market	25 113 326 524 30 JUNE 2009 30 JUNE 2008 Results for announcement to the market
Revenues from ordinary activities down 60% to 223,466 Loss from ordinary activities after tax attributable to members up 19% to (4,110,315) Net loss for the period attributable to members up 19% to (4,110,315)
Dividends (distributions)		Amount per security		Franked amount per security
Final dividend Interim dividend		Nil Nil		Nil Nil
Previous corresponding period Final dividend Interim dividend		Nil Nil		Nil Nil
Record date for determining entitlements to the dividend. Not applicable. Brief explanation of any of the figures reported above necessary to enable the figures to be understood: Refer to the attached appendix for the year ended 30 June 2009.
Financial Statements for the Year Ended 30 June 2009 The Preliminary Financial Report for the year ended 30 June 2009 should be read in conjunction with the Appendix.
Dividends
Date the dividend is payable Record date to determine the entitlement to the dividend Amount per security Total dividend Amount per security of foreign sourced dividend or distribution Details of any dividend reinvestment plans in operation The last date for receipt of an election notice for participation in any dividend reinvestment plan			Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable

NTA backing	Current period	Previous corresponding period
Net tangible asset backing per ordinary security	3.00cents	5.21cents
Details of entities over which control has been gained during the period Not Applicable.
Details of Associates or Joint Ventures Refer to Appendix.
Other significant information needed by an investor to make an informed assessment of the entity’s financial performance and financial position Refer to the attached appendix for the year ended 30 June 2009.
For foreign entities, which set of accounting standards is used in compiling the report Not Applicable.

Commentary on the Results for the Period

Commentary on the Results for the Period
	Current Period	Previous Corresponding Period
Basic earningsper share	(2.67)cents	(2.51)cents
Weighted average number of ordinary shares outstanding during the year used in the calculation of basic earnings per share	154,201,501	137,688,981
Earnings used to calculate earningsper share	($4,110,315)	($3,455,897)

Returns to shareholders including distributions and buy backs:

There have been no distributions or share buy backs during the period. Other measures of returns to shareholders are:

	Current Period	Previous Corresponding Period
Loss before Tax / Revenue	-	-
Loss after Tax / Equity	(101%)	(44.5%)

Significant features of operating performance:

Refer to the “Operating and Financial Review” section in the attached appendix.

Results of Segments:

Refer to Note 9 of the Financial Statements in the attached Appendix.

Trends in Performance:

Refer to the Directors’ Report in the attached Appendix.

Any other factors which have affected the results in the period or which are likely to affect results in the future, including those where the effect could not be quantified:

Refer to the Directors’ Report in the attached Appendix.

Audit/Review Status

The Report is based on accounts which are in the process of being audited.

If the accounts have not yet been audited or subject to review and are likely to be subject to dispute or qualification, a description of the likely dispute or qualification

Not Applicable

If the accounts have been audited or subject to review and are likely to be subject to dispute or qualification, a description of the dispute or qualification

Not Applicable

Attachments Forming Part of the Appendix 4E

The Financial Statements and Notes to and forming part of the Financial Statements.

WHL Energy Limited Attachment A

OPERATING AND FINANCIAL REVIEW

The emphasis on investment by the Company in the year under review has moved towards acquiring interests in oil and gas tenements in USA due mainly to the need to generate cash flow income and augment the Company’s depleted working and investment capital.

The Company remains committed to the exploitation of its Wind Energy assets and intellectual property relating thereto and is currently assessing joint venture partners or purchasers of those assets with a view to them being developed with another Company as operator to minimise costs.

Operating Loss

The operating loss for the year ended 30 June 2009 after income tax was $4,110,315 (2008: $3,455,897)

PROJECTS

Woolsthorpe Wind Energy Option Agreement

On 14 July 2008 the Company resolved not to exercise its option to purchase all of the issued shares of Woolsthorpe Wind Farm Pty Ltd pursuant to the provisions of the option agreement between Wind Farm Developments Limited and the Company. The Directors believe that to do so would not have been in the interest of the Company or its shareholders.

Kentucky Project (33.33% interest)

On 23 July 2008 the Company signed a definitive asset purchase agreement and associated contracts, including an assignment of oil and gas leases, along with its joint venture partners, Gale Force Petroleum Inc. and Derby Resources LLC, to acquire certain Kentucky shale gas assets consisting of approximately 22,000 acres of oil and gas leases, nine (9) gas wells, and six (6) miles of gathering lines including compressors. WHL paid US$1.25 million to acquire its 33.33% share in the Project. The Project is located in the Appalachian Basin in Eastern Kentucky where the primary target of development is the well established Devonian shale gas formation located at approximately 1000 feet deep with about 250 feet consistent thickness across the property.

On 24 September 2008 the Company started natural gas production on four of the nine wells with a view to cash flow generation therefrom. On 20 November 2008 the Company announced that the remaining five wells had been completed using fracture stimulation on the gas-rich intervals within the shallow Devonian shale. On 14 January 2009 the Company announced a farm out agreement to earn up to 50% interest in the property.

The primary goal of the farmout is to increase and accelerate natural gas production and revenues generated from the current Kentucky Property and adjoining leasing opportunities. The initial development program, estimated to cost $400,000, will begin in the spring of 2009 and will focus on the completion of some of the existing nine wells. For paying for the completion of the existing nine wells, the Farmee will earn a 60% interest before payout in these wells.

Additional development programs will be pursued at the Farmee’s option later in 2009 and in 2010. For newly drilled wells, the Farmee will earn a 75% interest before 1.5 times payout. The Farmee, at its option, may spend up to $2 million on the programs, upon which it will back in to earn a 50% interest in the Kentucky property.

Wardlaw Project (50% interest)

On 23 July 2008 the Company and Glen Rose Petroleum Corporation, a publicly-listed oil and gas company trading on NASDAQ, signed a definitive Participation Agreement under which the Company entered into a joint venture with Glen Rose to acquire for

US$1.8 million (AUD $2,074,000) a 50% interest in 2,560 acres of the currently producing 10,360 gross acre Wardlaw Field located in Edward County, Texas USA. The Company has acquired options to pursue two additional 2,560 acre phases on similar terms.

The Directors are negotiating the sale of this asset to recover the Company’s capital contribution. It is expected that this sale will be completed in the current year.

Kilbirnie Hydrogen Facility and Wings Law Wind Farm Proposal

On 27 March 2009 the Company announced the granting of an outline consent by North Ayrshire planning committee for their 5 MW Hydrogen Balancing Plant in Kilbirnie, Ayrshire, Scotland. The Kilbirnie Hydrogen Facility is the first approval for UK grid connection of a Hydrogen balancing facility utilising WHL's patented hydrogen balancing technology.

The Kilbirnie project is a commercially-sized demonstrator hydrogen balancing facility designed to allow excess electricity produced by a wind farm at periods of low demand to be converted into hydrogen, stored, and converted back to electricity on demand. The Company’s 48MW Wings Law Wind Farm, Ayrshire, Scotland was not approved. The Company is now reviewing the grounds for refusal and considering the appeal procedure.

As mentioned above the Company’s wind energy projects are being considered for sale or joint venture to recover capital and reduce cash flow.

KOS Energy Oil Production Joint Venture

On 22 June 2009 the Company announced that it had committed to a Joint Venture to acquire a 33% interest, with two partners KOS Energy (Kentucky) LLC and Deniz Energy LLC, in an oil production venture in Kentucky.

The acquisition will bring early oil production from the project to WHL Energy by reworking existing oil wells. KOS Energy LLC holds a marketing agreement for the Commonwealth State of Kentucky for the patented Short Radius Stimulation (SRS) jet drilling technology.

CORPORATE MATTERS

Board Composition

On 28 November 2008 Mr Lawrence Podrasky resigned as a Director of the Company and Dr David Kahn was appointed as Chief Executive Officer.

On 3 June 2009 Mr Warwick Desmond Davies was appointed as a Director.

Capital Raisings

On 23 September 2008 the Company issued 1,000,000 ordinary fully paid shares as consideration for the provision of corporate advisory services and 5,000,000 ordinary fully paid shares as consideration for funding and developing the Kentucky shale gas project.

On 19 June 2009 the Company placed 22,000,000 ordinary fully paid shares at one cent each to sophisticated investors for the purpose of providing funds for the purchase of oil assets and to provide working capital.

Going concern

The financial report has been prepared on a going concern basis which contemplates the continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.

The ability of the Company and the consolidated entity to continue as going concerns is dependent upon their ability to generate cash flows and their ability to source debt or equity finance.

The Company may be required to raise further debt or equity finance if cash inflows do not meet budget expectations.

As a result of the above matters, there is significant uncertainty as to whether the Company and the consolidated entity will be able to continue as going concerns. Should the Company and the consolidated entity be unable to continue as going concerns, they may be required to realise their assets and extinguish their liabilities other than in the normal course of business and at amounts different to those noted in the financial statements.

No adjustments have been made to the recoverability and classification of recorded asset values and the classification of liabilities that might be necessary should the Company and the consolidated entity not continue as going concerns.

SUBSEQUENT EVENTS

Progress on KOS Energy Joint Venture

On 13 July 2009 the Company announced that work had commenced on a 3,000 acre lease in Wayne County, located in South Central Kentucky. KOS as the operator has re-entered a total of 5 wells which are now on pump and has restored production of 15 bbls/day with only one of these wells having had Short Radius Stimulation which is expected to increase the number of bbls/day when applied to all wells. KOS was expected to re-enter another 5 wells and have at least 6 wells being SRS treated by the end of July.

On 19 August 2009 the Company and its partners executed an agreement with Ky-Tenn Oil (KTO) to enter into a significant field reentry opportunity in Southern Kentucky/Tennessee to complete in excess of 300 wells using KOS’s proprietary Short Radius Stimulation (SRS) jet drilling technology.

Jetside Oil and Gas Agreement

On 14 August 2009 the Company announced that it had signed an agreement with Jetside Oil & Gas LLC (“Jetside”). The agreement allows WHL Energy to earn up to a 51% working interest in Jetside’s Coal Bed Methane project in southeast Kansas by paying Jetside $500,000 upon the Company being satisfied that its SRSTM technology is appropriate and thereafter spending a minimum of $500,000 per year over a three year period. WHL expects that production will commence in September 2009. WHL will be the operator of the project and be employing the Short Radius Stimulation (SRSTM) technology that it has been leveraging successfully in Southern Kentucky/Tennessee with its partner KOS Energy.

Rights Issue

On 14 August 2009 the Company announced a non-renounceable rights issue. The rights issue is a pro-rata non-renounceable entitlement issue of one new share for every three shares held on 1 September 2009. The issue price for each new share is 4 cents. The offer seeks to raise $2,360,531 before expenses of the offer and is to be fully underwritten and will result in the issue of 59,013,285 new shares. The purpose of the rights issue is to fund new oil and gas business acquisitions and costs associated with such acquisitions and to supplement working capital. The rights issue will increase the issued shares in the Company from 179,039,857 to 236,053,142, an increase of 25%.

CORPORATE MATTERS

General Meeting – 13 July 2009

On 13 July 2009 a general meeting of shareholders called by two shareholders was held to seek the removal of some Board members and the appointment of other proposed nominees as Directors. All motions on the agenda were defeated.

Resignation of Director

On 9 August 2009 Mr Declan Pritchard resigned as a Director of the Company.

Apart from the matters outlined above, there has not arisen, in the interval between the end of the financial year and the date of this report any item, transaction or event of a material or unusual nature likely, in the opinion of the directors of the Company, to affect significantly the operations of the consolidated entity, the results of those operations, or the state of affairs of the Group in future financial years.

WHL Energy Limited and its Controlled Entities

INCOME STATEMENT for the year ended 30 June 2009

Notes Revenues from ordinary activities Accounting, audit and taxation fees Consultants expenses Directors fees Employee benefit expense Impairment write-down Legal expenses Other expenses from operating activities Travel costs Foreign exchange losses Results from operating activities Financial expenses Loss before income tax 1 Income tax expense Loss for the year	Consolidated 2009 2008 $ $ 223,466 563,642 (328,702) (174,887) (361,235) (1,140,954) (304,764) (158,917) (570,524) (1,426,578) (473,365) (67,832) (267,942) (492,453) (79,822) (350,065) (71,061) (206,923) (1,865,458) -
	(4,099,407) (3,454,967) (10,908) (930)
	(4,110,315) (3,455,897) - -
	(4,110,315) (3,455,897)

STATEMENTS OF RECOGNISED INCOME AND EXPENSE for the year ended 30 June 2009

Foreign Currency Translation differences on Translation of foreign operations Net income recognised directly in equity Loss for the year Total recognised income and expense for the year Attributable to: Equity holders of the Company Total recognised income and expense for the year	Consolidated 2009 2008 $ $ 43,018 54,266
	43,018 54,266 (4,110,315) (3,455,897)
	(4,067,297) (3,401,631)
	(4,067,297) (3,401,631)
	(4,067,297) (3,401,631)

WHL Energy Limited and its Controlled Entities

BALANCE SHEET AS AT 30 June 2009

Notes Current assets Cash and cash equivalents Trade and other receivables Assets classified as held for sale 2 Total current assets Non-current assets Financial assets 3 Oil and gas assets 4 Property, plant and equipment Other Total non-current assets Total assets Current liabilities Trade and other payables Financial liabilities 5 Total current liabilities Total liabilities Net assets Equity Issued capital 6 Reserves Foreign currency translation reserve Accumulated losses 7 Total equity	Consolidated 2009 2008 $ $ 215,044 7,937,228 51,145 43,207 2,073,516 -
	2,339,705 7,980,435
	104,379 1,180,469 2,427,589 - 5,684 12,286 2 2
	2,537,654 1,192,757
	4,877,359 9,173,192
	814,305 793,355 - 613,803
	814,305 1,407,158
	814,305 1,407,158
	4,063,054 7,766,034
	24,803,260 24,064,460 - 374,483 118,907 75,889 (20,859,113) (16,748,798)
	4,063,054 7,766,034

WHL Energy Limited and its Controlled Entities

CASH FLOW STATEMENT FOR THE YEAR ENDED 30 June 2009

Notes Cash flows from operating activities Cash payments in the course of operations Interest paid Interest received Net cash used in operating activities 8(a) Cash flows from investing activities Payments for oil and gas projects Proceeds from sale of investments Payment for intangibles Net cash (used in) investing activities Cash flows from financing activities Proceeds from issue of shares Cost of issue of shares Proceeds from third party borrowings Repayment of borrowings Net cash (used in) / provided by financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Cash and cash equivalents at the end of the financial year	Consolidated 2009 2008 $ $ (1,943,352) (3,661,985) (10,908) (930) 179,148 563,642
	(1,775,112) (3,099,273)
	(3,801,318) (890,583) 139,149 - - (67,832)
	(3,662,169) (958,415)
	220,000 12,005,203 (13,200) (1,524,708) 3,715,560 613,830 (6,207,263) -
	(2,284,903) 11,094,325
	(7,722,184) 7,036,637 7,937,228 900,591
	215,044 7,937,228

WHL Energy Limited and its Controlled Entities

NOTE 1. LOSS FROM OPERATIONS

Loss from operations includes the following items of revenue and expense: Depreciation expense Employee benefit expense Impairment write down Consultants and administration expenses Legal expenses Interest revenue Profit on sale of investments 1(b) AUDITORS REMUNERATION The auditor of WHL is Deloitte Touche Tohmatsu (“Deloitte”). The following amounts were paid to the auditor of the Group: Auditor’s remuneration (Deloitte) - audit and review of financial reports - Australia Other auditors - audit of financial reports – overseas Deloitte firm Total remuneration - Deloitte Total remuneration - Deloitte Amounts paid to the previous auditor are as follows: Auditor’s remuneration (KPMG) - audit and review of financial reports - Australia - audit of financial reports – overseas KPMG firm Other services (KPMG) - taxation consultancy services - Australia - taxation consultancy services - overseas KPMG firm Total remuneration – KPMG	Consolidated 2009 2008 $ $ (6,768) (570,524) (473,365) (361,235) (267,942) 179,148 44,318 (7,282) (1,426,578) (67,832) (1,140,954) (492,453) 563,642 - 136,443 30,000 62,197 33,513
	166,443 95,710
	166,443 95,710
	- 23,760 8,439 45,240
	23,760 53,679
	- 39,744 16,785 8,713
	39,744 25,498
	63,504 79,177

NOTE 2. ASSETS CLASSIFIED AS HELD FOR SALE

NOTE 2. ASSETS CLASSIFIED AS HELD FOR SALE
Current Investment in Wardlaw Oil Joint Venture	Consolidated 2009 2008 $ $ 2,073,516 -
	2,073,516 -

The directors of the group are currently in the process of negotiating with the other parties within the Wardlaw Oil Project to dispose of its 50% interest in order to recover its capital contribution of $2,073,516 over the coming twelve months. Accordingly as at 30 June 2009, the Wardlaw Oil Interest has been disclosed as a current asset as a there is a clear intention to dispose of this asset. The directors are of the opinion that the carrying value at year end is an appropriate fair value for the interest.

NOTE 3. FINANCIAL ASSETS

Non-current Investment in Wardlaw Oil Joint Venture Investment in Canacol Canada Inc – unlisted Investment in Glen Rose – available for sale	Consolidated 2009 2008 $ $ - 261,650 5 344,669 104,374 574,150
	104,379 1,180,469

NOTE 4. OIL AND GAS ASSETS

Non Current Investment in Gale Force Derby (Kentucky Gas)	Consolidated 2009 2008 $ $ 2,427,589 -
	2,427,589 -

NOTE 5. BORROWINGS

Secured: current Amount used Amount unused	Consolidated 2009 2008 $ $ - 613,803 - 4,386,197
	- 5,000,000

Non-cash financing and investing activities

During the current financial year, the Company issued 5,000,000 fully paid ordinary shares with a fair value of $444,000 as consideration for finding and developing the Kentucky project; 1,000,000 fully paid ordinary shares with a fair value of $88,000 as consideration for corporate advisory services.

During the current or prior financial year, the Group did not dispose of any property, plant and equipment to acquire a business. During the current or prior financial year, the Group did not acquire equipment under a finance lease.

NOTE 6. ISSUED CAPITAL

NOTE 6. ISSUED CAPITAL
177,039,857 fully paid ordinary shares ( 2008: 149,039,857) Fully paid ordinary shares Balance at beginning of financial year Issue of shares Costs of share issue – underwriting fees Balance at end of financial year	Consolidated 2009 2008 $ $
	24,803,260 24,064,460
	Company 2009 No. $ 149,039,857 28,000,000 - 24,064,460 752,000 (13,200)
	177,039,857 24,803,260

Fully paid ordinary shares carry one vote per share and carry the right to dividends. In the event of a winding up of the Company, ordinary shareholders rank after creditors and are fully entitled to any proceeds on liquidation. Ordinary shares have no par value. During the year:

• The Company issued 6,000,000 fully paid ordinary shares with fair value of $444,000 to Derby as consideration for Derby finding and developing the Kentucky project; 1,000,000 fully paid ordinary shares with a fair value of $88,000 as consideration for corporate advisory services.

• The Company issued 22,000,000 fully paid ordinary shares for $220,000

NOTE 7. ACCUMULATED LOSSES

NOTE 7. ACCUMULATED LOSSES
Accumulated losses at beginning of period Net loss attributable to members of the parent entity Accumulated losses at end of year	Consolidated 2009 2008 $ $ (16,748,798) (4,110,315) (13,292,901) (3,455,897)
	(20,859,113) (16,748,798)

NOTE 8. CASH FLOW STATEMENT

NOTE 8. CASH FLOW STATEMENT
(a) Reconciliation of net loss from operations after tax to net cash used in operating activities Loss from operations Non-cash items Depreciation Impairment write down Share based payments Employee benefit reserve Profit on sale of investment Foreign exchange loss Changes in assets and liabilities Receivables Other non-current assets Trade and other payables Net cash used in operating activities	Consolidated 2009 2008 $ $ (4,110,315) (3,455,897)
	6,768 7,282 473,365 67,832 88,000 876,740 (84,597) - (44,318) - 1,865,458 - (7,938) 142,171 17,515 152,897 20,950 (890,298)
	(1,775,112) (3,099,273)

NOTE 9. FINANCIAL REPORTING BY SEGMENTS

The consolidated entity operates within one business segment and two geographical regions being the renewable energy and energy storage industry in Australia and the United Kingdom. Subsequent to year end the Company entered into agreements establishing joint ventures in the United States.

Segment revenue Unallocated financial income Total revenue Segment results Segment assets Unallocated assets Total assets Segment liabilities Unallocated liabilities Total liabilities Depreciation Segment revenue Unallocated financial income Total revenue Segment results Segment assets Unallocated assets Total assets Segment liabilities Unallocated liabilities Total liabilities Depreciation Impairment loss – intangible asset		Australia 2009 $ United Kingdom 2009 $ United States 2009 $ Elimination 2009 $ Consolidated 2009 $
		- - - - - 223,466 - - - 223,466
		223,466 - - - 223,466
		(4,009,922) (872,476) - 772,083 (4,110,315)
		207,379 64,619 4,605,484 (123) 4,877,359 - - - - -
		4,812,863 64,619 4,605,484 (123) 4,877,359
		(442,129) (8,419,107) - 8,046,931 (814,305) - - - - -
		(442,129) (8,419,107) - 8,046,931 (814,305)
		- (6,768) - - (6,768)
		Australia 2008 $ United Kingdom 2008 $ Elimination 2008 $ Consolidated 2008 $ - - - - 563,642 - - 563,642 563,642 - - 563,642 (3,729,191) (2,411,324) 2,684,618 (3,455,897) 8,935,986 220,120 17,086 9,173,192 - - - 8,935,986 220,120 17,086 9,173,192 (919,649) (8,733,773) 8,246,264 (1,407,158) (919,649) (8,733,773) 8,246,264 (1,407,158) - (7,282) - (7,282) (67,832) - - (67,832)

As the Group only operates in one business segment no secondary reporting is necessary.