ZIMI LIMITED — Capital/Financing Update 2012

Sep 12, 2012

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

WHL Energy Ltd

ABN

25113326524

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Options (to be quoted)
	A maximum of approximately 351,759,597 Options under a non-renounceable entitlement issue of one (1) Option for every four (4) Shares held by those Shareholders registered at the Record Date at an issue price of $0.01 per Option to raise up to approximately $3,517,596(Offer).
	Options exercisable at $0.04 each on or before 30 November 2014.

Appendix 3B New issue announcement

4 Do the[+] securities rank equally No - Fully paid ordinary shares issued on in all respects from the date of exercise of Options will rank equally in all allotment with an existing[+] class respects with the existing ordinary shares on of quoted[+] securities? issue. If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration $0.01 per Option 6 Purpose of the issue The Company aims to raise up to (If issued as consideration for approximately $3,517,596 from the Offer, the acquisition of assets, clearly which will be used towards: identify those assets) • Initial Environment Costs; • Front End Engineering design Costs; • Initial Seismic Deposit; and • Working Capital. 6a Is the entity an[+] eligible entity No. that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder Not applicable. resolution under rule 7.1A was passed 6c Number of[+] securities issued Not applicable. without security holder approval under rule 7.1

• See chapter 19 for defined terms.

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6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	3,538,257
	23 October 2012
	Number	+Class
	1,407,038,386 351,759,597	Fully paid ordinary shares (WHN) Options (exercisable at $0.04 on or before 30 November 2014)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	Number	+Class
	5,000,000 5,000,000 250,000,000* 35,000,000 4,550,000 5,000,000	Unlisted options WHNAK (exercisable at $0.05 on or before 30 September 2013) Unlisted options WHNAM (exercisable at $0.075 on or before 30 September 2013) Unlisted options WHNAO (exercisable at $0.0001 on or before 31 December 2013) Unlisted options ESOP (SERIES 1) (exercisable at $0.0495 on or before 31 December 2012) Unlisted options ESOP (SERIES 2) (exercisable at $0.0392 on or before 31 July 2013) Unlisted options WHNAQ (exercisable at $0.085 on or before 31 August 2013)

• The WHNAO Unlisted Options will not vest and become exercisable unless:

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

• See chapter 19 for defined terms.

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• (2) the volume weighted average price of the Company’s shares as traded on the ASX is at least 10 cents or more for ten (10) consecutive trading days,

in either case prior to the Expiry Date.

For the avoidance of doubt, if one or more of the above events does not occur prior to the Expiry Date, the WHNAO Unlisted Options will immediately lapse.

• 10 Dividend policy (in the case of a The Company’s dividend policy remains trust, distribution policy) on the unchanged. increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	No
	Non-renounceable.
	1 Option for every 4 Shares
	Options exercisable at $0.04 on or before 30 November 2014
	24 September 2012
	No
	Entitlements will be round down to the nearest whole number.
	The Offer is not being extended to any shareholders whose registered address is outside of Australia, New Zealand, Singapore, Hong Kong, Germany or Brunei.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	15 October 2012
	Not applicable.
	Not applicable.
	Quattro Capital Group Pty Ltd (Quattro Capital)
	Under the Lead Manager Mandate, Quattro Capital will receive a fee of 6%, plus GST, on all funds raised from the placement of any Shortfall Options (being options not taken up under the Offer). Subject to shareholder approval Quattro Capital (or its nominee) will also receive a maximum of 50,000,000 Options at an issue price of $0.001 per Option and an expiry date of 30 November 2014. The Lead Manager Options will be issued on a pro-rata basis as a proportion of the total entitlement option issue settled. The number of Lead Manager Options will be calculated using the formula detailed in the Prospectus.
	Nil
	Not applicable.
	26 September 2012

• See chapter 19 for defined terms.

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27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell part of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	14 September 2012
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	23 October 2012

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one )

(a)[Securities described in Part 1 ]

(b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought

39 Class of +securities for which quotation is sought

40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?

If the additional securities do not rank equally, please state:

• the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• See chapter 19 for defined terms.

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• 41 Reason for request for quotation now

• Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

• Number +Class

• 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

==> picture [102 x 46] intentionally omitted <==

Sign here: ............................................................ Date: 13 September 2012 (Company secretary)

Print name: Matthew Edmondson

== == == == ==

• • See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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----- Start of picture text -----

Insert number of fully paid ordinary 1,226,588,386
securities on issue 12 months before date
of issue or agreement to issue
Add the following: Nil
• Number of fully paid ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid ordinary Nil
securities cancelled during that 12 month
period
“A” 1,226,588,386
----- End of picture text -----

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	183,988,257
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	13 April 2012 – 180,000,000 ordinary shares 18 April 2012 – 450,000 ordinary shares
“C”	180,450,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	183,988,257
Subtract“C” Note: number must be same as shown in Step 3	180,450,000
Total[“A” x 0.15] – “C”	3,538,257 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 9

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Part 2

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	Not applicable.
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	Not applicable.
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	Not applicable.
“E”	Not applicable.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	Not applicable.
Subtract“E” Note: number must be same as shown in Step 3	Not applicable.
Total[“A” x 0.10] – “E”	Not applicable. Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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