ZIMI LIMITED — Capital/Financing Update 2010

Apr 22, 2010

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

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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: WHN 23 April 2010

NON RENOUNCEABLE RIGHTS ISSUE

Prospectus for the above issue is lodged herewith.

This prospectus has also been lodged with ASIC and on the Company’s website today.

No applications will be accepted pursuant to the Prospectus during the exposure period which will be at least 8 days (including Anzac Day holiday) from today.

Application forms will be despatched to all shareholders on 11 June 2010 with a copy of the Prospectus attached.

Yours Faithfully,

Ian Mitchell Company Secretary

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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

WHL Energy Limited ACN 113 326 524

RIGHTS ISSUE PROSPECTUS

For a non renounceable rights issue to Eligible Shareholders of 1 Listed Option for every 4 Shares held on 7 June 2010 at an issue price of $0.01 per Listed Option to raise approximately $730,750 before costs of the Offer.

The Options will be exercisable by 31 October 2011 at $0.10 per option.

Allegra Capital Pty Limited (ACN 119 502 984) is Lead Manager to the Issue

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IMPORTANT NOTICES

This Prospectus is important and requires your immediate attention.

You should read the entirety of this Prospectus carefully before deciding whether to apply for the options offered. The information contained in this Prospectus is not financial product advice and does not take into account the investment objectives, financial situation, tax position or particular needs of individual investors.

Before deciding whether to apply for the Options, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. If, after reading this Prospectus, you have any questions about the Offer, you should contact your stockbroker, accountant or other professional adviser.

The potential tax effects of the Offer will vary between investors. All investors should satisfy themselves of any possible tax consequences by consulting their own professional tax advisers.

Investors should note that past share price performance of WHL Energy Limited is not a guide to future share price performance.

This Prospectus is dated 23 April 2010. A copy of this Prospectus was lodged with the Australian Investments Securities Commission (ASIC) on 23 April 2010. ASIC and the Australian Securities Exchange (ASX) take no responsibility for the contents of this Prospectus.

No Securities will be issued on the basis of this Prospectus later than thirteen (13) months after the date of this Prospectus. Application will be made to ASX for admission of the Securities offered by this Prospectus to Official Quotation within 7 days of the date of this prospectus.

The Offer is made only to those Eligible Shareholders with registered addresses in Australia and only those Eligible Shareholders will be offered Options hereunder.

Applicants should read this document in its entirety and, if in any doubt, consult with their professional advisers before deciding whether to apply for the Options. There are risks associated with an investment in the Company and the Options offered under this Prospectus must be regarded as a speculative investment. The Options offered under this Prospectus carry no guarantee with respect to return on capital investment or the future value of the Options.

Details of the definitions and abbreviations used in this Prospectus are set out in the Glossary.

This Prospectus will be issued in paper form and as an electronic Prospectus which may be accessed on the Internet at www.whlenergy.com. Persons who access the electronic version of this Prospectus should ensure that they download and read the entire Prospectus. The electronic version of this Prospectus on the Company’s website will not include an Entitlement and Acceptance Form.

The Corporations Act prohibits any person passing on to another person the application forms in relation to this prospectus unless they are attached to, or accompanied by, the complete and unaltered version of the Prospectus. Any person may obtain a hardcopy of this Prospectus by contacting the Company.

Disclaimer of representations

No person is authorised to give any information, or to make any representation, in connection with the Offer that is not contained in this Prospectus.

Any information or representation that is not in this Prospectus may not be relied on as having been authorized by WHL Energy Limited in connection with the Offer. Except as required by law, and only to the extent so required, neither WHL Energy Limited, or any of its officers, warrants or guarantees the future performance of the Company or any return on any investment made pursuant to this Prospectus.

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TABLE OF CONTENTS

CORPORATE DIRECTORY ............................................................................5 CHAIRMAN’S LETTER ....................................................................................6 1. EXECUTIVE SUMMARY ............................................................................... 1.1. The Company’s Business .........................................................................7 1.2. Offer ..........................................................................................................7 1.3. Issue of shares under this Offer subject to Shareholder approval ............7 1.4. Capital Structure of the Company .............................................................7 1.5. Timetable ...............................................................................................7-8 2. Business of the Company .............................................................................. 2.1. Wind Energy Projects………………….......................................................8 2.2. Oil and Gas Projects …..........................................................................8-9 2.3. Future Outlook …….……………................................................................9 2.4. Company’s Disclosure Obligations ……………………………………....9-10 3. Purpose of the Offer, use of funds and financial statements......................10 4. Details of the offer .......................................................................................... 4.1. Offer ........................................................................................................10 4.2. How To Apply For Options Under the Offer .......................................10-11 4.3. Privacy Statement...............................................................................11-12 4.4. Allocation Policy ......................................................................................12 4.5. Placement fee .........................................................................................12 4.6. Lead Manager Agreement and Fee ...................................................12-13 4.7. Stamp duty and brokerage ......................................................................13 4.8. Jurisdiction ..............................................................................................13 4.9. Risk Factors .......................................................................................13-15 5. Shareholding Issues ...................................................................................... 5.1. Applicants Outside Australia ..............................................................15-16 5.2. Chess and Issuer Sponsor Holding. .......................................................16 6. How to invest ................................................................................................. 6.1. Application Form .....................................................................................16 6.2. Enquiries .................................................................................................16 7. Additional Information .................................................................................... 7.1. Rights attaching to Shares ..................................................................... 16

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7.2. Rights attaching to Options ................................................................16-17 7.3. Voting Rights .....................................................................................17-18 7.4. Rights on Winding Up .............................................................................18 7.5. Transfer of Shares ..................................................................................18 7.6. Future Increases in Capital .....................................................................18 7.7. Variation of Rights ...................................................................................18 7.8. Dividend Rights .......................................................................................18 7.9. Interests of Directors of the Company ....................................................18 7.10. Further information on the Company and Proforma balance sheet..18-20 7.11. Directors’ Shareholdings .......................................................................20 7.12. Taxation ................................................................................................20 7.13. Litigation ................................................................................................20 7.14. Electronic Prospectus.......................................................................20-21 7.15. Consents ...............................................................................................21 7.16. Expenses and Commissions .................................................................21 7.17. Interpretation .........................................................................................21 7.18. Directors’ Authorisation ....................................................................21-22 8. Glossary .....................................................................................................23

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CORPORATE DIRECTORY

DIRECTORS

Peter John Bartter Chairman/Executive Director

David Seemab Kahn Chief Executive Officer

Warwick Desmond Davies Non-Executive Director

COMPANY SECRETARY

Ian Mitchell

REGISTERED OFFICE

C/- Websters Solicitors Level 11, 37 Bligh Street SYDNEY NSW 2000 Australia

Tel: +61 2 9233 2688 Fax: + 61 2 9233 3828

Website: www.whlenergy.com

ASX Code: WHN

AUDITOR

Russell Bedford NSW Chartered Accountants Level 42, Suncorp Place 259 George Street Sydney NSW 2000 Australia Tel: +61 2 9032 3050 Fax: +61 2 9032 3058

LEAD MANAGER

Allegra Capital Pty Limited Level 1, 173 Mounts Bay Road PERTH WA 6000 Australia Ph: +61 8 9321 9888 Fax: +61 8 9321 6666

SHARE REGISTRY

Gould Ralph Pty Limited Share Registry Division Level 42, Suncorp Place 259 George Street Sydney NSW 2000 Australia Tel: +61 2 9032 3050 Fax: +61 2 9032 3058

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

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

CHAIRMAN’S LETTER

23 April 2010

Dear Shareholder,

On 8 March 2010, WHL Energy Limited (Company) announced a non-renounceable entitlement option issue (the issue) on the basis of one (1) Option for every four (4) Shares held at the record date of 27 April 2010 (Rights Issue).

The Rights Issue will raise approximately $730,750 (before costs) through the issue of 73,075,785 listed options in the Company (Options). The Options will be issued at a cost of $0.01 per option.

Proceeds from the Issue will be used to fund further development of the Company’s oil and gas assets and for additional working capital requirements.

Full details of the Issue are contained in the Offer Document dated 23 April 2010, which is attached to this letter. Key dates that shareholders should note are as follows:

1 June 2010	Ordinary Shares trade ex-Rights on ASX
7 June 2010	Record Date for determining Rights entitlements
25 June 2010	Closing date for acceptances
29 June 2010	Expected date for allotment of options and despatch of
	holding statements.

Options acquired under the issue will be exercisable at $0.10 on or before 31 October 2011.

The offer is fully underwritten and is subject to the approval of shareholders at a general meeting to be held on 27 May 2010.

You are urged to read the offer document in full and to consult your stockbroker or financial adviser in relation thereto before deciding whether to accept the offer

Yours faithfully

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Peter Bartter Chairman

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1 EXECUTIVE SUMMARY

1.1 The Company’s Business

WHL Energy Limited is an energy company engaged in the acquisition and development of properties for production of crude oil and natural gas in continental USA. The Company focuses on properties that will be able to build value for shareholders and produce solid revenues and profitability. The company has recently focused on Cherokee Basin, Kansas and Appalachian Basin, Kentucky/Tennessee.

The Company also has Wind Farm Assets in the United Kingdom which it is in the process of selling or joint venturing. Full details of the Company’s business are set out in Section 2 of this Prospectus.

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 $0.10 on or before 31 October 2011. This Offer is subject to Shareholder approval at a General Meeting of the Company to be held on or about 27 May 2010.

1.3 Issue of Options under this Offer subject to Shareholder

approval

As described above, the issue of Options under this Prospectus is subject to Shareholder approval at a general meeting of the Company.

1.4 Capital Structure of the Company

The capital structure of the Company on completion of the Offer and assuming it is fully subscribed is set out below.

	Shares	Options
Existing	292,303,142	Nil
Offer under this Prospectus	Nil	73,075,785
Total	292,303,142	73,075,785

1.5 Timetable

1.5 Timetable
Action	Date
Announcement of 1 for 4 Underwritten Non Renounceable Rights
Issue for Options	23 April 2010
Date of the Prospectus and lodgement with ASIC and Appendix 3B	23 April 2010
Notice of general meeting sent to shareholders	27 April 2010
General Meeting to approve issue	27 May 2010
Ex Date	1 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	25 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

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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.

2 Business of the Company

2.1 Wind Energy Projects

Wings Law (100% interest)

In December 2009, the company announced it had signed an agreement with a major European renewable energy company regarding the sale of the Wings Law wind farm. The agreement included a £200,000 upfront payment to the company and a potential sale price in excess of £14,000,000. The terms of the contract will allow the Company to continue developing the wind farm asset with a view to accelerate the process through the planning system to construction and operation.

Frogden and Bodinfinnoch (100% interest)

In December 2009, the Company accepted terms on two additional wind energy assets as the company advances towards completion of the sale process which will add up to 18 MW to the planning system. The terms of the contract will provide the Company with working capital and a free carried interest throughout the development process with a guaranteed sale price on planning consent of up to £600,000. The contract includes the early payment of fees upon planning consent which will return value to the company at an earlier stage than financial completion of the project.

2.2 Oil and Gas Projects

Kansas – Wax Smith Oil and Gas Project (100% working interest)

In December 2009, the Company commenced the first phase of commercial production of light oil from the Bartlesville sandstone in Crawford County, southeast Kansas. The initial pilot program over 500 acres is anticipated to lead onto a more comprehensive enhanced oil recovery program over the remainder of the acreage. The commencement of phase one followed the acquisition of an independent producer with more than 50 production wells/facilities currently producing a total of 15 barrels per day. The consideration for the acquisition was USD$400,000.

The acquisition provides the company with immediate production opportunities and related revenues with production expected to exceed 5,000,000 bbls over a 12-15 year period. The company retains a 100% working interest with a net revenue interest (“NRI”) of 86.7%.

In order to leverage the existing Wax Smith infrastructure, the company has chosen a water flood with thirteen inverted 5-spot patterns initially on 10 acres as the production method. An application has been submitted for a license to commence the water flood.

Projected oil production rates of between 10 and 20 barrels per day can be expected from each production well following the impact of enhanced oil recovery. The cost to completion on each well has been estimated at USD$20,000 and the company expects to have recovered the cost of any given well within approximately three months from production.

The company retains an existing land position in the region, with in excess of 20,000 acres of CBM/CSG and light oil properties which will support multiple projects in the McCune and Walnut Light Oil project areas. This followed the Company successfully securing 7500 acres in two historically prolific oil producing regions in Southern Kansas. The company has focused on the McCune and Walnut projects within this area, which contain shallow oil prospects. The Company has identified these projects as low cost and presenting significant development upside.

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The Girard Gas Project is currently producing 175mcf/day and the McCune oil project, where the Company is the operator, is producing 15 barrels per day.

Ky – Tenn Oil (“KTO”) Joint Venture (50% interest)

Following the execution of a joint venture agreement between the Company and KTO in August 2009, the company has commenced production on the first three wells in the Monteagle limestone formation in Morgan County, Tennessee, successfully utilising lateral jetting technology to optimise initial flow rates. In October 2009, the company announced that the Martin #12, #14, and #15 wells encountered sustained oil production with each well producing in excess of 15 bopd after just 64 hours. Application for the proprietary Short Radius Simulation (“SRS”) jet drilling operations on the three wells were successfully secured.

The company has also signed a long term lease program with the lateral jetting technology operator which the company expects will reduce ongoing costs associated with the work-over of future wells. The Company will continue field rehabilitation work with a view to completing 7 to 10 wells per month over the next 12 months. The acreage where KTO has operations is host to over 300 wells that have produced oil and gas for over thirty years. This presents significant growth opportunities for the Company as the development program continues.

Kentucky Project (50% interest)

The Kentucky property was acquired by the Company in July 2008 and provided access to 9 existing wells on 22,000 acres of leased land. A work-over and completion program in Q3 2009 demonstrated the potential for the development of natural gas potential and presented the company with an opportunity for a low risk drilling program on the Devonian shale target within the Kentucky acreage. With a range of potential drilling target and a strategy to drill deeper in the Coniferous target in coming months, the Kentucky Project has the potential to host a low cost, multi-well drilling program designed to provide short-term cash generation which will translate into increased value for the company.

Jetside Oil and Gas Agreement (85% interest)

The agreement with Jetside Oil & Gas LLC (“Jetside”) continued to progress as expected. The Company is continuing the well re-work program and progressing towards attaining full capacity from the existing wells in the current quarter.

Bennett Project (85% interest)

The company secured the Bennett lease in Kansas during the December quarter 2009 and expects work to commence toward the end of the Q1 2010.

2.3 Future Outlook

The Company continues to develop its existing portfolio of oil and gas assets in the US, and is focused on pursuing development opportunities within its key project areas. The company is extending its near term production opportunities on all core projects, with water flooding commenced on the Wax Smith project in March 2010, and finalising the re-work program at Kentucky to bring 12-15 wells into production by the end of the current quarter. In Kansas the assets of Morris Energy are being acquired to increase oil production using existing wells.

The Company will continue to advance the sale process of its wind energy assets which are expected to deliver significant value in the coming 12 months. The injection of the upfront payment included in the Wing Law asset sale will assist to strengthen the Company’s cash position.

2.4 Company’s Disclosure Obligations

As a disclosing entity the Company is subject to regular reporting and disclosure obligations and copies of all documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an ASIC Office. A shareholder has the right to obtain the latest annual financial report of the Company lodged with ASIC and any continuous disclosure notices

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given to ASX or ASIC by the Company thereafter. The Company will provide a copy thereof free of charge to any shareholders requesting same during the offer period. This prospectus has been lodged with ASIC on 23 April 2010 to allow ASIC and the market an opportunity to consider the contents thereof before the commencement of subscriptions thereunder. No Applications for options will be accepted during the exposure period.

3 Purpose of the Offer, use of funds and Financial Statement

The purpose of this Offer is to provide the Company with funding to:

• Complete the purchase of the Morris Energy Oil Assets

• To provide working capital for the Company.

It is anticipated that the funds raised from this office will be applied as follows

Balance purchase price Morris Energy assets $104,500 Morris tenement development costs $ 65,500 Development of 12 wells on Wax Smith tenements $180,000 Upgrading Ky-Tenn Well Production $ 45,000 Development of Jetside Wells $ 70,000 Working Capital $196,905 Expenses of Issue $ 68,845 $730,750

It should be noted that actual expenditure may vary from the allocation of funds shown above as circumstances dictate.

The Directors consider that following completion of the Offer, the Company will have sufficient working capital to achieve its objectives set out in this Prospectus.

It should, however, be noted that an investment in the Company is speculative and investors are encouraged to read the risk factors outlined in this Prospectus.

4 Details of the offer

4.1 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 $0.10 per share on or before 31 October 2011. 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 Prospectus.

This offer is subject to shareholder approval at General Meeting of the Company to be held on 27 May 2010.

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.

4.2 How To Apply For Options Under the Offer

Applications are to be made as follows:

• By completing and returning the Application Form, accompanying the Prospectus; or

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• By printing a copy of the online Prospectus and completing and returning a copy of the appropriate Application Form.

The Prospectus may be viewed online at www.whlenergy.com. If you wish to obtain a free copy of the Prospectus, please contact the Company.

Method of payment

All Application Forms under the Offer must be accompanied by a cheque drawn on an Australian bank in Australian currency or by deposit of cleared funds as set out in the Application Form. Cheques must be payable to ‘WHL Energy Limited – Option Offer’ and be crossed ‘Not Negotiable’. No brokerage or stamp duty is payable by Applicants.

Eligible applicants may apply for their full entitlement to options or a part thereof. There is no minimum subscription.

The Company, in consultation with the Lead Manager, reserves the right to close the Offer early (or extend the Offer) without prior notice subject to the ASX Listing Rules or Corporations Act requirements. Applicants are encouraged to return their Application as soon as possible after receiving the Prospectus.

Application Money received will be held by the Company on trust pursuant to Section 722 of the Corporations Act until allotment and issue of Options. The Company will retain the balance of the account, plus any interest earned on the account.

Completed Application Forms and Application Money under the Offer must be received before 5.00 pm Australian Eastern Standard Time (AEST) on the Closing Date. Subject to any applicable requirements of the Corporations Act or the ASX Listing Rules, the Company in consultation with the Lead Manager reserves the right to close the Offer early without prior notice. As already stated above Applications received after the close of the Offer will not be accepted. Investors are therefore encouraged to submit their completed Application Forms as soon as possible.

Completed Application Forms and cheques under the Offer are to be posted or delivered to the Company at its Share Registry:

By Hand OR By Post: Gould Ralph Pty Limited Share Registry Division Level 42, Suncorp Place 259 George Street Sydney NSW 2000 Australia

4.3 Privacy Statement

If you complete an application for Options, you will be providing personal information to the Company (directly or by the Company’s share registry). The Company collects, holds and will use that information to assess your application, service your need as a shareholder and to facilitate distribution payments and corporate communications to you as a shareholder.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company’s share registry.

You can access, correct and update the personal information that is held about you. If you wish to do so please contact the Company’s share registry at the relevant contact numbers set out in this Prospectus.

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Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASTC Settlement Rules. You should note that if the information required on the application for Options is not provided, the Company may not be able to accept or process your application.

4.4 Allocation Policy

Subject to Shareholder Approval the total number of Options that may be issued under the Prospectus is 73,075,785 and, if all options were issued, Application Monies of $730,757.85 would be receivable by the Company less Commission payable to the Lead Manager.

An Application constitutes an offer to acquire Options on the terms and conditions set out in this Prospectus. Subject to the ASX Listing Rules and any applicable Corporations Act requirements, the Company in consultation with the Lead Manager reserves the right:

• Not to proceed with the Offer at any time before the issue of the Options

• To reject any Application, including but not limited to an Application that has been incorrectly completed or is accompanied by a cheque that is dishonoured.

As consideration for the Lead Manager (in consultation with the Directors of the Company) agreeing to consider an Application, the relevant Applicant agrees, except if Section 724 of the Corporations Act applies, that the Application is an irrevocable offer which cannot be withdrawn, unless the Applicant has a right to withdraw under the Corporations Act, the ASX Listing Rules or the Company consents.

It is the responsibility of successful Applicants to determine the number of Options issued to them prior to trading in Options. Applicants who sell Options before they receive their Transaction Confirmation Statement do so at their own risk.

In the event that an eligible offeree does not take up their entitlement as set out in this Prospectus the offer to such offeree will lapse and those options will form part of the Shortfall.

Shareholders who wish to take up options which may form part of the Shortfall must complete the relevant section of the rights issue acceptance form.

The directors reserve the right to issue any shortfall options pursuant to the terms of the agreement with the Lead Manager or thereafter at their discretion within three months of the close of the offer at a price not less than the offer price.

The completion of the relevant section of the rights issue acceptance form in relation to shortfall options does not necessarily mean that the directors will allocate any or the requested number of shortfall options to any such applicant.

4.5 Placement fee

There are no fees payable in respect of this rights issue, other than to the Lead Manager

4.6 Lead Manager Agreement and Fee

Allegra Capital Pty Ltd has been appointed Lead Manager of this Offer in consideration of an Underwriting Fee which is 6% of the funds underwritten by the Underwriter (being 6% of the underwritten amount of $730,757.85).

The Company and the Lead Manager have entered into a Lead Manager Agreement dated 22 April 2010 for Management of the Offer. Pursuant to the Lead Manager Agreement, if applications are received for less than the full amount set out in this Prospectus, the Lead Manager has been granted the right to place the shortfall within a period of the thirty days of

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the closing date or arrange for others to apply for the shortfall subject to certain conditions. Directors of the Company are entitled to participate in the shortfall should they so desire. In return the Company must:-

• Pay the Lead Manager a Management fee of 6% of the total funds raised in the Offer as set out above.

• Reimburse the Lead Manager all expenses incurred by it in connection with the Issue (including legal and accounting fees and travel and accommodation expenses) if any

• Some expenses may be payable even if the Lead Manager Agreement is terminated early for any reason.

The Company has agreed to indemnify the Lead Manager; its related bodies corporate, officers, employees and advisors from and against various liabilities and losses incurred arising out of the Lead Manager Agreement.

The Lead Manager Agreement contains various representations and warranties made by the Company to the Lead Manager. In addition, the Lead Manager Agreement imposes various obligations on the Company, including an obligation to offer the Options in accordance with the Lead Manager Agreement and this Prospectus and to apply for the Options to be quoted on ASX.

As is normal for agreements of this nature, the Lead Manager has a wide discretion to terminate its obligations under the Lead Manager Agreement upon the occurrence of a number of events, which may occur before the issue or allotment of Options pursuant to this Prospectus.

4.7 Stamp duty and brokerage

Successful Applicants will not pay any stamp duty or brokerage on the issue of Options to them under this Prospectus.

4.8 Jurisdiction

The jurisdiction covering this Offer is the laws in the State of New South Wales

4.9 Risk Factors

You should read all of this Prospectus, including this section, before making any decision to invest. Investment in the Options should be considered as speculative and is not suitable as an investment for investors who require security of capital or income. You should consult professional investment advisors before investing. Particular risk factors attaching to this investment are:

General Economic Risks and Business Climate

Share market conditions may affect the Company’s securities regardless of operating performance. Share market conditions are affected by many factors such as:

• general economic outlook;

• movements in or outlook on interest rates and inflation rates;

• currency fluctuations;

• commodity prices;

• changes in investor sentiment towards particular market sectors; and

• the demand and supply for capital.

Commodity prices are influenced by physical and investment demand for those commodities. Fluctuations in commodity prices may influence individual projects in which the Company has an interest.

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Exploration, Development, Mining and Processing Risks

The business of oil and gas exploration and project development by its nature contains elements of significant risk. Ultimate and continuous success of these activities is dependent on many factors such as:

• the discovery and/or acquisition of economically recoverable reserves;

• successful conclusions to feasibility studies;

• access to adequate capital for project development;

• design and construction of efficient processing facilities within capital expenditure budgets;

• securing and maintaining title to tenements;

• obtaining consents and approvals necessary for the conduct of exploration; and

• • access to competent operational management and prudent financial administration, including the availability and reliability of appropriately skilled and experienced employees, contractors and consultants.

Adverse weather conditions over a prolonged period can adversely effect exploration and recovery operations and the timing of revenues.

Whether or not income will result from projects undergoing exploration and development programs depends on the successful establishment of operations. Factors including costs, actual reserves, consistency and reliability of flows and oil and gas prices affect successful project development operations.

Oil and Gas exploration and recovery is an industry which has become subject to increasing environmental responsibility and liability. The potential for liability is an ever present risk. The use and disposal of waste in the industry is under constant legislative scrutiny and regulation.

Title

Some of the Licences which the Company holds are subject to renewal and the completion of purchase agreements. The term of these licences may be extended in certain circumstances depending upon actual oil and/or gas recovery

If a licence is not extended, the Company may suffer significant damage through loss of the opportunity to discover and/or develop any reserves on that Licence.

The Company cannot guarantee that those licensed areas which are under renewal will be granted for a further term.

Risks Specific to the Company's Projects

The Company's projects represent the main business activity and focus of the Company. Risks specific to these projects include the following:

Resource Estimate

Resource estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates, which were valid when made, may change significantly when new information becomes available. In addition, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. Should the Company encounter conditions different from those predicted by past sampling and drilling, resource estimates may have to be adjusted and recovery plans may have to be altered in a way which could have either a positive or negative affect on the Company's operations.

Operating Risks

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The current and future operations of the Company, including exploration, appraisal and production activities may be affected by a range of factors, including:

• geological conditions;

• limitations on activities due to seasonal weather patterns and cyclone activity;

• alterations to joint venture programs and budgets;

• unanticipated operational and technical difficulties encountered in exploration, drilling and production activities;

• mechanical failure of operating plant and equipment;

• adverse weather conditions, industrial and environmental accidents, industrial disputes and other force majeure events;

• unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment;

• prevention or restriction of access by reason of inability to obtain consents or approvals.

Oil and Gas prices and sale price of Wind Energy tenements

The Company expects to derive its revenue from the sale of oil and gas and its wind energy tenements. Consequently, the Company's expected earnings will be closely related to the price of oil and gas together with the terms of the off-take agreement(s) under which they will be sold.

Oil and Gas prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include world wide and regional supply and demand, trading on the futures markets, general world economic conditions and the outlook for interest rates, inflation and other economic factors on both a regional and global basis. These factors may have a positive or negative affect on the Company's exploration, project development and production plans and activities, together with the ability to fund those plans and activities.

The sale or joint venturing of the Company’s Wind Farm assets may be affected by the outcome of due diligence enquiries by purchasers and the approvals and permitting of environmental authorities as well as the sale price for wind energy production.

Currency

Australia's and the USA's economic conditions and the outlook for interest rates, inflation and other economic factors may have a positive or negative affect on the Company's exploration, project development and production plans and activities, together with the ability to fund those plans and activities.

Any information or representation that is not contained in the Company’s Prospectus should not be relied upon as having been authorised by the Company or the Board of the Company. No person is authorised to give any information or make any representation in relation to the Offer, which is not contained in this Prospectus.

5 Shareholding Issues

5.1 Applicants Outside Australia

This Prospectus does not constitute an offer of Options in any jurisdiction where, or to any person to whom, it would not be lawful to issue the Prospectus or make the Offer. It is the responsibility of any Applicant who is resident outside Australia to ensure compliance with all laws of any country relevant to their Application, and any such Applicant should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed to enable them to apply for and be issued Options.

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No action has currently been taken to register or qualify the Options or the Offer to permit a public offering of the Options in any jurisdiction outside Australia.

5.2 Chess and Issuer Sponsor Holding

No share certificates will be issued to successful Applicants. Following allotment, Applicants on the issuer-sponsored sub-register will be issued a transaction confirmation statement that sets out the number of options allotted and the Security Holder Reference Number (SRN) allocated. Successful Applicants on the CHESS sub-register will be issued a transaction confirmation statement stating the Security Holder Identification Number (HIN) and number of options allotted.

A statement will be routinely sent to holders at the end of any calendar month during which their holding changes. A holder may request a statement at any other time, however a charge may be incurred for additional statements.

6 How to invest

6.1 Application Form

Applications are to be made as follows:

• By completing and returning the Application Form, accompanying the Prospectus; or

• • By printing a copy of the online Prospectus and completing and returning a copy of the appropriate Application Form.

The Prospectus may be viewed online at www.whlenergy.com.au. If you wish to obtain a free copy of the Prospectus, please contact the Company.

All Application Forms under the Offer must be accompanied by a cheque drawn on an Australian bank in Australian currency or by deposit of cleared funds to the bank account included with the Application Form. Cheques must be payable to ‘WHL Energy Limited – Option Offer’ and be crossed ‘Not Negotiable’. No brokerage or stamp duty is payable by Applicants. For further information please see section 4.2 above.

6.2 Enquiries

Investors with questions on how to complete the Application Form should contact Gould Ralph Pty Limited Share Registry Division on: +61 2 9032 3000 or contact their stockbroker or professional adviser. Copies of the online Prospectus are available on www.whlenergy.com.au.

7 Additional Information

7.1 Rights attaching to Shares upon Conversion of Options

Full details of the rights attaching to shares are set out in the Company’s Constitution, a copy of which can be inspected, free of charge, at the Company’s registered office during normal business hours.

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:-

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

• The exercise price of the Options is $0.10 per option.

• The Options will lapse on 31 October 2011.

• 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 31 October 2011. 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 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.

7.3 Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares (at present there are none), at meetings of Shareholders of the Company:

• each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;

• on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and

• on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the share, but in respect of partly paid shares, shall have such number of

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votes as bears the same proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited).

7.4 Rights on Winding Up

Subject to the rights of holders of shares with special rights in a winding up (at present there are none), on a winding up of the Company all assets that may be legally distributed among members will be distributed in proportion to the number of fully paid shares held by them (and a partly paid share is counted as a fraction of a fully paid share equal to the amount paid on it, divided by the total issue price of the share).

7.5 Transfer of Shares

Subject to the Constitution of the Company, the Corporations Act 2001, and any other laws and ASTC Settlement Rules and ASX Listing Rules, shares are freely transferable.

7.6 Future Increases in Capital

The allotment and issue of any Shares is under the control of the Directors. Subject to restrictions on the allotment of Shares to Directors or their associates, the ASX Listing Rules, the Constitution of the Company and the Corporations Act 2001, the Directors may allot or otherwise dispose of Shares on such terms and conditions as they see fit.

7.7 Variation of Rights

Under the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares. If at any time the share capital is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of the issue of the Shares of that class), whether or not the Company is being wound up may be varied or abrogated with the consent in writing of the holders of three-quarters of the issued Shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the Shares of that class.

7.8 Dividend Rights

Subject to the rights of holders of Shares issued with special, preferential or qualified rights (at present there are none), the profits of the Company, which the Directors determine to distribute by way of dividend, are divisible among the holders of ordinary fully paid Shares in proportion to the number of Shares held by them.

7.9 Interests of Directors of the Company

No Director holds, or during the last two years has held any interest in:

1. the formation or promotion of the Company;

2. property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Offer; or

3. the Offer, and no amounts of any kind (whether in cash, Shares or otherwise) have been paid or agreed to be paid to any Director to induce him to become or to qualify as a Director or otherwise for services rendered by him in connection with the formation or promotion of the Company or the Offer.

7.10 Further Information on the Company and Proforma Balance Sheet

The Company listed on the Official List of the ASX on 10 September 2007.

There are no Shares or Options under escrow as at the date of this Prospectus.

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The audited Balance Sheet as at 30 June 2009 (a copy of which is available upon request) and the unaudited Proforma Balance Sheet as at 31 December 2009 shown below have been prepared on the basis of accounting policies normally adopted by the Company and reflect the changes to its financial position as a result of the Offer.

PROFORMA BALANCE SHEET as at 31 December 2009

	Consolidated Consolidated 31 December 2009 31 December 2009 (Reviewed) Pro-forma A$ A$
ASSETS Current Assets Cash and cash equivalents Trade and other receivables Total Current Assets Non Current Assets Property, plant and equipment Financial assets Oil and Gas Assets Total Non Current Assets Total Assets LIABILITIES Current Liabilities Trade and other payables Total Current Liabilities Total Liabilities Net Assets Equity Contributed equity Foreign currency translation reserve Share option reserve Accumulated losses Total Equity	120,304 317,216 124,079 124,079
	244,383 441,295
	50,315 50,315 67,189 67,189 5,672,010 6,137,010
	5,789,514 6,254,514
	6,033,897 6,695,809
	469,187 469,187
	469,187 469,187
	469,187 **469,187 **
	5,564,710 6,226,622
	27,000,145 27,000,145 114,216 114,216 - 661,912 (21,549,651) (21,549,651)
	5,564,710 6,226,622

The Pro-forma balance sheet assumes the following transactions have occurred:

1. The issue of 73,075,785 options issued at 1 cent per option, pursuant to the option rights issue raising $730,758 before transaction costs of $68,845, giving rise to a net credit to the Share Option Reserve Account of $661,912.

2. The acquisition and further development of Oil and Gas assets in the United Stated totalling $465,000 as follows:

Description Acquisition of Morris Energy Leases Development of wells - Morris Energy Leases Development of 12 wells on Wax Smith tenements Upgrading Ky-Tenn Well Production Development of Jetside Wells Total	$
	104,500 65,500 180,000 45,000 70,000
	465,000

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The total amount has been capitalised as deferred Oil and Gas Asset expenditure in the proforma balance sheet.

7.11 Directors’ Shareholdings

The Directors are not required to hold any Shares in the Company under the Constitution. As at the date of this Prospectus, the Directors (either personally or through associates) have interest in the Shares as follows:

		Shares
Director	Direct		Indirect
Peter John Bartter	27,554,785		1,000,000
David Seemab Kahn	Nil		10,000,000
Warwick Desmond Davies	250,000		Nil

Nothing in this Prospectus will be taken to preclude Directors, officers or employees of the Company from applying for the issue of Options under this Prospectus or from participating to take up any shortfall in subscription for such options but if any of them do so any such intention must be notified to the Lead Manager within three days of the close of the offer.

7.12 Taxation

The acquisition and disposal of Options and Shares in the Company will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Options from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisers accept no liability or responsibility with respect to the taxation consequences of subscribing for Options and the issue of Options under this Prospectus.

7.13 Litigation

The Company is not involved in any material litigation or arbitration proceedings save as disclosed below, nor, so far as the Directors are aware, are any other such proceedings pending or threatened against the Company.

The Company discloses that Glen Rose Petroleum, a joint venture partner of the Company in a Participation Agreement involving the Wardlaw (US) oil and gas field dated 23 July 2008 alleges that the Company is in default under the Wardlaw Participation Agreement.

The Company is disputing such allegation and is endeavouring to come to a settlement of the dispute with Glen Rose.

The Company has sought legal advice regarding the terms of the agreement and is confident that it will be able to negotiate a commercial solution that will benefit the Company’s Shareholders.

7.14 Electronic Prospectus

Pursuant to Class Order 00/044 ASIC has exempted compliance with certain provisions of the Corporations Act 2001 to allow distribution of an electronic Prospectus and electronic application form on the basis of a paper Prospectus lodged with ASIC, and the publication of notices referring to an electronic Prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please email the Company at mthirtle@websters.net.au and the Company will send you,

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either a hard copy or a further electronic copy of the Prospectus or both free of charge. Alternatively, you may obtain a copy of the Prospectus from the Company’s website at www.whlenergy.com

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement Prospectus or any of those documents were incomplete or altered.

7.15 Consents

The following consents have been given in accordance with Section 716 of the Corporations Act and have not been withdrawn as at the date of lodgement of this Prospectus with ASIC:

Russell Bedford has given, and has not withdrawn its written consent to be named as Auditor to the Company in this Prospectus. Russell Bedford has not authorised or caused the issue of this Prospectus or the making of the Offer.

Allegra Capital Pty Ltd has given, and has not withdrawn its written consent to being named as the Lead Manager in this Prospectus. Allerga Capital Pty Ltd has not authorised or caused the issue of this Prospectus or the making of the Offer.

Gould Ralph Pty Limited Share Registry Division has given and has not withdrawn its written consent to being named as the Share Registrar in this Prospectus. Gould Ralph Assurance has not authorised or caused the issue of this Prospectus or the making of the offer.

7.16 Expenses and Commissions

It is estimated that the Company will pay the following approximate costs (exclusive of GST)	It is estimated that the Company will pay the following approximate costs (exclusive of GST)
in connection with the preparation and issue of this Prospectus:
Expenses of the Offer	Amount ($A)
ASIC/ASX fees	$5,000
Lead Manager fees	$43,845
Professional fees (accounting, consultants and other)	$10,000
Printing and postage	$5,000
Miscellaneous	$5,000
Total	$68,845

7.17 Interpretation

In this Prospectus, unless the context otherwise requires:-

• References to appendices are references to appendices to this Prospectus and such appendices form part of this Prospectus.

• References to Sections are a reference to sections of this Prospectus unless referable to sections of particular legislation.

• The singular includes to plural and vice-versa.

7.18 Directors’ Authorisation

The Directors state that:-

• (a) They have made all enquiries that were reasonable in the circumstances and on that basis believe, on reasonable grounds, that any statements made by them in the Prospectus are not misleading or deceptive.

• (b) In respect to any other statements made in this Prospectus by persons other than the Directors:-

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• (i) They have made reasonable enquiries and on that basis have reasonable grounds to believe that persons making the statement or statements were competent to make such statement or statements.

• (ii) Those persons have given the consents required by Section 716(2) of the Corporations Act and have not withdrawn that consent before lodgement of this Prospectus with ASIC.

In accordance with Section 720 of the Corporations Act, each Director has consented in writing to the lodgement of this Prospectus with ASIC, and has not withdrawn that consent and its issue has been authorised by a resolution of Directors:

This Prospectus is prepared on the basis that:-

• (a) Certain matters may be reasonably expected to be known by likely investors, or their professional advisors, being of the kind with whom likely investors may reasonably be expected to consult.

• (b) Various information will be known by likely investors, or their professional advisors, by virtue of the Acts or laws of the States or Territories of Australia and the Commonwealth of Australia.

Signed for and on behalf of WHL Energy Limited

==> picture [108 x 41] intentionally omitted <==

Peter John Bartter Chairman Dated: 23 April 2010

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8. Glossary

AEST means Australian Eastern Standard Time, Sydney, New South Wales Applicant means a person who submits an Application.

Application means a valid application to subscribe for Options pursuant to this Prospectus Application Form means the application form attached to and included with this Prospectus. Application Monies means monies received by the Lead Manager, Share Registry or the Company from Applicants.

ASIC means the Australian Securities and Investment Commission.

ASTC means the ASX Settlement and Transfer Corporation Pty Ltd (ACN 008 504 532). ASX means the Australian Securities Exchange Limited (ACN 008 624 691).

Board means the board of Directors unless the context indicates otherwise.

Business Day means a day other than a Saturday or Sunday on which banks are open for business in Sydney, NSW.

CHESS means ASX Clearing House Electronic Sub-registry System. Closing Date means the date on which the Offer closes. Company or the Company means WHL Energy Limited (ACN 113 326 524). Corporations Act means the Corporations Act 2001 (Commonwealth).

Directors mean the directors of the Company from time to time and include any alternate directors.

Dollars or $ means Australian dollars unless otherwise stated.

Exposure Period means the period of seven (7) days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than seven (7) days pursuant to Section 727(3) of the Corporations Act 2001.

GST has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 and any regulations to it or such other act or regulations of equivalent effect. Lead Manager means Allegra Capital Pty Ltd (ACN 119 502 984). Listing Rules means the official Listing Rules of the ASX.

Offer means the offer of Options pursuant to this Prospectus.

Offer Period means the period commencing on the Opening Date and ending on the Closing Date.

Opening Date means the date on which the Offer opens.

Option means the right to acquire a Share on payment of the exercise price namely 10 cents per share.

Pounds or £ means pounds sterling

Prospectus means this Prospectus dated 23 April 2010 for the issue of 73,075,785 Options including any electronic or online version.

Quotation means quotation of the Shares on ASX. Record Date means 7 June 2010

Relevant Company means the Company and each subsidiary of the Company within the meaning of the Corporations Act.

Section means a section of this Prospectus. Share means one fully paid ordinary share in the Company. Shareholder means a holder of Shares.

Share Registry means Gould Ralph Pty Limited Share Registry Division Shortfall means those options for which the entitlement lapses.

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