ZIMI LIMITED — Capital/Financing Update 2010

Jun 6, 2010

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WHL Energy Ltd C/- Websters Solicitors Level 11, 37 Bligh Street Sydney NSW 2000 Australia P: +61 2 9233 2688 F: +61 2 9233 3828 www.whlenergy.com

ASX ANNOUNCEMENT

DATED: 7 JUNE 2010

WHL ENERGY NON-RENOUNCEABLE RIGHTS ISSUE SUPPLEMENTARY PROSPECTUS

Please find attached details of the Non Renounceable Rights Issue Supplementary Prospectus which has been lodged with Australian Securities Investment Commission.

The Chairman’s letter and the Supplementary Prospectus will now be mailed to all shareholders with the original prospectus.

Yours Faithfully,

Ian Mitchell Company Secretary

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WHL Energy Ltd C/- Websters Solicitors Level 11, 37 Bligh Street Sydney NSW 2000 Australia P: +61 2 9233 2688 F: +61 2 9233 3828 www.whlenergy.com

WHL Energy Limited ACN 113 326 524

SUPPLEMENTARY PROSPECTUS

WHL ENERGY LIMITED WILL SEEK TO RELY UPON THE PROVISIONS OF ASIC CLASS ORDER 00/189 BY INCLUDING WITH THIS SUPPLEMENTARY PROSPECTUS AN APPLICATION FORM NOT DIFFERENT FROM THE APPLICATION FORM INCLUDED WITH THE ORIGINAL PROSPECTUS DATED 23 APRIL 2010

This is a supplementary prospectus intended to be read with the prospectus dated 23 April 2010 relating to shares of WHL Energy Limited.

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WHL Energy Ltd C/- Websters Solicitors Level 11, 37 Bligh Street Sydney NSW 2000 Australia P: +61 2 9233 2688 F: +61 2 9233 3828 www.whlenergy.com

Dated: 7 June 2010

Dear Shareholder,

Attached to this letter is a Supplementary Prospectus which is supplementary to the prospectus lodged by the Company with ASIC on 23 April 2010.

The Supplementary Prospectus is an important document and should be read in its entirety.

If you do not understand it you should consult your professional advisors.

Wherever the information contained in the supplementary prospectus differs from that in the prospectus lodged with ASIC on 23 April 2010, the information in the supplementary prospectus is to prevail.

The essential differences between the prospectus dated 23 April 2010 and the supplementary prospectus are that the exercise price of the options to be issued under the prospectus will now be $0.075 per option and the options may be exercised up until 30 June 2012.

The general meeting of shareholders held on 27 May 2010 approved the issue of options under the 23 April 2010 prospectus and the lower exercise price of $0.075 per option and the extended dated by which the options must now be exercised under the supplementary prospectus are more beneficial to shareholders than as contained in the 23 April 2010 prospectus.

The timetable for the issue of the options will remain unchanged and, as the offer period has not yet commenced, all applications for options will be made on the Supplementary Rights Issue Acceptance Form annexed to the supplementary prospectus.

Applications may not be made on the application form annexed to the 23 April 2010 prospectus.

Yours Faithfully,

Peter Bartter Chairman

WHL ENERGY LIMITED SUPPLEMENTARY RIGHTS ISSUE PROSPECTUS

This Supplementary Prospectus is dated 7 June 2010 and is supplementary to the Prospectus dated 23 April 2010 issued by WHL Energy Limited for a non-renounceable offer of one listed option for every 4 shares held on 7 June 2010 at an issue price of $0.01 per option to raise approximately $730,750 before costs of the offer.

This Supplementary Prospectus was lodged with ASIC on 7 June 2010. Neither ASIC or ASX take any responsibility for the contents of this Supplementary Prospectus.

This Supplementary Prospectus must be read in conjunction with the Original Prospectus dated 23 April 2010. If there is a conflict between the terms of the Original Prospectus and this Supplementary Prospectus, the terms of this Supplementary Prospectus shall prevail. Terms and definitions used in this Supplementary Prospectus shall have the meaning set out in the Original Prospectus.

This is an important document that should be read in its entirety. If you do not understand it, you should consult your professional advisors.

Applications for shares are to be made by filling out the Supplementary Prospectus Entitlement and Acceptance Form attached to this Supplementary Prospectus.

This is a supplementary prospectus intended to be read with the prospectus dated 23 April 2010 relating to shares of WHL Energy Limited.

Hereunder are the paragraphs of the supplementary prospectus which replace the same numbered paragraphs in the prospectus dated 23 April 2010 and are to be read in substitution therefor.

In all other respects the prospectus dated 23 April 2010 remains unaltered.

Chairman’s letter

The Chairman’s letter accompanying this supplementary prospectus dated 7 June 2010 replaces the Chairman’s letter dated 23 April 2010.

Paragraph 1.2 – Offer

The Offer in this Prospectus consists of a non renounceable pro-rata offer to Eligible Shareholders of up to 73,057,785 options at an issue price of $0.01 per option on the basis of one option for every 4 Shares held at 5.00pm (AEST) on the Record Date exercisable at $0.075 on or before 30 June 2012.

Paragraph 1.3 – Issue of Options under this Offer subject to Shareholder approval

Deleted

Paragraph 1.5 – Timetable

Action Date Date of the Supplementary Prospectus and lodgement with ASIC and Appendix 3B 7 June 2010 Record Date to determine entitlements 7 June 2010 Dispatch of Prospectus and Acceptance form to shareholders and opening date of offer 11 June 2010 Acceptance Closing Date 28 June 2010 Shortfall Notified to ASX and Lead Manager 28 June 2010 Despatch date of holding statements 29 June 2010 Trading in options to commence 30 June 2010

These dates are indicative only and the Company, in consultation with the Lead Manager, reserves the right to vary these dates including the Closing Date without notice but subject to any applicable requirements of the Corporations Act or ASX Listing Rules. This may include extending the Offer or accepting late applications, either generally or in particular cases. In the event that the Offer is not approved by Shareholders or the Options are not able to be admitted to quotation within 3 months after the date of this Prospectus, the relevant application money (being the amount paid for the Options applied for in a duly completed Application) will be returned without interest.

Paragraph 4.1 – Details of the Offer

The Offer in this Prospectus consists of a non renounceable pro-rata offer to Eligible Shareholders of up to 73,075,785 options to take up shares at an issue price of $0.01 per option on the basis of 1 Option for every 4 Shares held at 5.00pm (AEST) on the Record Date exercisable at an issue price of $0.075 per share on or before 30 June 2012. The Options issued under the Offer will be listed and it is intended to make application to ASX for listing of the options within 7 days after the date of this Supplementary Prospectus.

This is a supplementary prospectus intended to be read with the prospectus dated 23 April 2010 relating to shares of WHL Energy Limited.

As the rights to the options are non-renounceable there will be no trading of such rights under this issue. Application will however be made to ASX for the listing of options issued under this offer as set out above Shareholders may not sell or transfer all or part of their entitlements to options.

Paragraph 7.2 – Rights attaching to Options

The following is a broad summary of the rights, privileges and restrictions attaching to the Options. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders.

The Options to be issued under this Prospectus have the following rights attached to them:-

• The Options are options to subscribe for Shares in the Capital of the Company

• The exercise price of the Options is $0.075 per option.

• The Options will lapse on 30 June 2012

• The Options will be transferable in whole or in part subject to the provisions of the Constitution of the Company, Corporations Act and the ASX Listing Rules.

• The Options will be vested on the date they are issued.

• The Options may be exercised wholly or in part by delivering a duly completed form of notice of exercise together with a cheque for the exercise price per Option to the Company at any time on or after the date on which the Options are issued and on or before the 30 June 2012. Reminder notices will be forwarded to each optionholder prior to the expiry date options not exercised before the Expiry Date will lapse.

• Upon the valid exercise of the Options issued under this Prospectus and payment of the exercise price, the Company will issue Shares raking pari passu with the then issued Shares of the Company.

• As noted above, the Company intends to apply for listing of the Options on the ASX.

• The Company shall apply for listing on the ASX of the resultant Shares issued upon exercise of any of the Options.

• Reconstruction of Capital: If during the currency of the Options the issued capital of the Company is reconstructed (including capital reductions and share consolidations and divisions), the number or nominal value of the Options to which the holder is entitled will be reconstructed in the same proportion as the issued capital of the Company is reconstructed in accordance with the ASX Listing Rules but in all respects the term of the exercise of the Options shall remain unchanged. Where appropriate the exercise price of the Options will be revised in accordance with the ASX Listing Rules.

• Bonus Issue: If there is a bonus issue to the holders of the ordinary Shares of the Company, the number of ordinary Shares over which the Option is exercisable will be increased by the number of ordinary Shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.

• Rights Issue: If the Company makes a rights issue (other than a bonus issue), the exercise price of Options on issue will be reduced accordingly as set out in the ASX listing rules.

• Participating Rights and Entitlements: The Options carry no right (without exercising the Options) to participate in rights issues which may be offered by the Company to its

This is a supplementary prospectus intended to be read with the prospectus dated 23 April 2010 relating to shares of WHL Energy Limited.

Shareholders after the date of the issue of the Options or in dividends. However, the Company must give prior notice to the Option holders of any new issue before the record date for determining entitlements to the issue in accordance with ASX Listing Rules and Option holders have the right to exercise the Options prior to the record date for determining entitlements.

• Amendments: Despite anything else contained in these terms to the contrary, the terms and conditions may be changed by the Company to the extent it reasonably considers to be necessary to comply with the ASX Listing Rules, particularly as they may apply to a reconstruction or reorganisation of the capital of the Company at the time of reorganisation or reconstruction.

In accordance with Section 702 of the Corporations Act, each Director has consented in writing to the lodgement of this Supplementary Prospectus with ASIC and has not withdrawn that consent and its issue has been authorised by a resolution of Directors.

Signed for and on behalf of WHL Energy Limited

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Peter John Bartter Chairman Dated: 7 June 2010

Supplementary Prospectus Rights Issue Acceptance Form is attached hereto.

This is a supplementary prospectus intended to be read with the prospectus dated 23 April 2010 relating to shares of WHL Energy Limited.