ZIMI LIMITED — Capital/Financing Update 2012

Sep 12, 2012

==> picture [320 x 124] intentionally omitted <==

WHL ENERGY LTD ACN 113 326 524

ENTITLEMENT ISSUE PROSPECTUS

For a pro rata 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 $3,517,596 (based on the number of Shares on issue as at the date of this Prospectus) ( Offer ).

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser. This Prospectus may not be distributed in the United States.

The Options offered by this Prospectus should be considered as speculative.

==> picture [228 x 34] intentionally omitted <==

CONTENTS

1.	CORPORATE DIRECTORY .............................................................................................. 1
2.	TIMETABLE ..................................................................................................................... 2
3.	IMPORTANT NOTES ....................................................................................................... 3
4.	DETAILS OF THE OFFER .................................................................................................. 5
5.	PURPOSE AND EFFECT OF THE OFFER ......................................................................... 11
6.	RIGHTS AND LIABILITIES ATTACHING TO SECURITIES ................................................. 14
7.	RISK FACTORS ............................................................................................................ 18
8.	ADDITIONAL INFORMATION ...................................................................................... 24
9.	DIRECTORS’ AUTHORISATION .................................................................................... 33
10.	GLOSSARY .................................................................................................................. 34

1. CORPORATE DIRECTORY

Directors

Registered Office

Trevor Benson (Non-Executive Chairman) Steven Noske (Managing Director) Keiran Wulff (Non-Executive Director) David Rowbottam (Finance Director)

Company Secretary

Level 2 22 Delhi Street West Perth WA 6005

Telephone: + 61 8 6500 0271 Facsimile: +61 8 9321 5212

Matthew Edmondson

Website: www.whlenergy.com.au

Share Registry*

Solicitors

Link Market Services Limited Ground Floor 178 St Georges Terrace Perth WA 6000

Steinepreis Paganin Lawyers and Consultants Level 4, The Read Buildings 16 Milligan Street Perth WA 6000

Telephone: +61 1300 554 474

Lead Manager

Quattro Capital Group Pty Ltd 7 Southport Street West Leederville WA 6007

*This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus.

1

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

2. TIMETABLE

Lodgement of Prospectus with the ASIC	Lodgement of Prospectus with the ASIC			13 September 2012
Lodgement of Prospectus & Appendix	3B with ASX			13 September 2012
Notice sent to Optionholders				14 September 2012
Notice sent to Shareholders				17 September 2012
Ex date				18 September 2012
Record Date for determining Entitlements				7.00pm (AEST) 24 September 2012
Prospectus despatched to Shareholders			&	26 September 2012
Company announces despatch	has	been
completed
Closing Date*				5.00 pm (AEDT) 15 October 2012
Securities quoted on a deferred settlement basis				16 October 2012
ASX notified of under subscriptions				18 October 2012
Despatch of holding statements				23 October 2012
Quotation of Options issued under the	Offer*			24 October 2012

• The Directors may extend the Closing Date by giving at least 6 Business Days notice to ASX prior to the Closing Date. As such the date the Options are expected to commence trading on ASX may vary.

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

2

3. IMPORTANT NOTES

This Prospectus is dated 13 September 2012 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Options may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The Options the subject of this Prospectus should be considered highly speculative.

Applications for Options offered pursuant to this Prospectus can only be submitted on an original Entitlement and Acceptance Form or Shortfall Application Form.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

3.1

Risk factors

Potential investors should be aware that subscribing for Options in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 4 of this Prospectus. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Options in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Options pursuant to this Prospectus.

3.2

Forward-looking statements

This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of our Company, the Directors and our management.

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

3

We cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

We have no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this prospectus, except where required by law.

These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 4 of this Prospectus.

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

4

4. DETAILS OF THE OFFER

4.1 The Offer

The Offer is being made as a non-renounceable entitlement issue of one (1) Option for every four (4) Shares held by Shareholders registered at the Record Date at an issue price of $0.01 per Option. The Options are exercisable at $0.04 on or before 30 November 2014. Fractional entitlements will be rounded down to the nearest whole number.

Based on the capital structure of the Company as at the date of this Prospectus, a maximum of 351,759,597 Options will be issued pursuant to this Offer to raise up to $3,517,596.

As at the date of this Prospectus the Company has 304,550,000 Options on issue all of which may be exercised prior to the Record Date in order to participate in the Offer. Please refer to Section 5.4 of this Prospectus for information on the exercise price and expiry date of the Options on issue.

All of the Options offered under this Prospectus will be issued on the terms and conditions set out in Section 6.1 of this Prospectus.

All of the Shares issued upon the future exercise of the Options offered under this Prospectus will rank equally with the Shares on issue at the date of this Prospectus. Please refer to Section 6 for further information regarding the rights and liabilities attaching to the Shares.

The purpose of the Offer and the intended use of funds raised are set out in Section 5.1 of this Prospectus.

4.2 Minimum subscription

There is no minimum subscription.

4.3 Acceptance

Your acceptance of the Offer must be made on the Entitlement and Acceptance Form accompanying this Prospectus. Your acceptance must not exceed your Entitlement as shown on that form. If it does, your acceptance will be deemed to be for the maximum Entitlement.

You may participate in the Offer as follows:

• (a) if you wish to accept your full Entitlement:

• (i) complete the Entitlement and Acceptance Form; and

• (ii) attach your cheque, drawn on an Australian bank or bank draft made payable in Australian currency, for the amount indicated on the Entitlement and Acceptance Form; or

• (b) if you only wish to accept part of your Entitlement:

• (i) fill in the number of Options you wish to accept in the space provided on the Entitlement and Acceptance Form; and

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

5

• (ii) attach your cheque, drawn on an Australian bank or bank draft made payable in Australian currency, for the appropriate application monies (at $0.01 per Option); or

• (c) if you wish to apply for securities in excess of your Entitlement please refer to section 4.10 of this Prospectus which sets out the Shortfall Offer; or

• (d) if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.

4.4 Payment by cheque/bank draft

All cheques must be drawn on an Australian bank or bank draft made payable in Australian currency to “ WHL Energy Ltd – In Trust for Options Account ” and crossed “Not Negotiable”.

Your completed Entitlement and Acceptance Form and cheque must reach the Company’s share registry no later than 7.00pm AEDT on the Closing Date.

4.5 Payment by BPAY®

For payment by BPAY®, please follow the instructions on the Entitlement and Acceptance Form. You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. Please note that should you choose to pay by BPAY®:

• (a) you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form; and

• (b) if you do not pay for your Entitlement in full, you are deemed to have taken up your Entitlement in respect of such whole number of Options which is covered in full by your application monies.

It is your responsibility to ensure that your BPAY® payment is received by the share registry by no later than 5.00pm (AEDT) on the Closing Date. You should be aware that your financial institution may implement either cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment. Any application monies received for more than your final allocation of Options (only where the amount is $1.00 or greater) will be refunded. No interest will be paid on any application monies received or refunded.

The Offer is non-renounceable. Accordingly, a Shareholder may not sell or transfer all or part of their Entitlement.

4.6 Underwriting

The Offer is not underwritten.

4.7 Lead manager

Quattro Capital Group Pty Ltd ( Lead Manager ) has been appointed as lead manager to the Offer. The terms of the appointment of the Lead Manager are summarised in Section 8.4(a) of this Prospectus.

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

6

4.8 Effect on control of the Company

The Offer is not expected to have any impact on control of the Company.

4.9 Potential Dilution

Shareholders should note that if they do not participate in the Offer, their holdings, upon the future exercise of the Options offered under the Offer, could be diluted (as compared to their holdings and number of Shares on issue as at the date of the Prospectus). Examples of how the dilution may impact Shareholders is set out in the table below:

Shareholders is	set out in the	table below:
**Holder **	Holding as at Record date	% at Record Date	Entitlements **under the Offer **	Holdings if Offer not taken Up	% post Offer
Shareholder 1	10,000,000	0.711%	2,500,000	10,000,000	0.569%
Shareholder 2	5,000,000	0.355%	1,250,000	5,000,000	0.284%
Shareholder3	1,500,000	0.107%	375,000	1,500,000	0.085%
Shareholder 4	400,000	0.028%	100,000	400,000	0.023%
Shareholder5	50,000	0.004%	12,500	50,000	0.003%

Notes:

1. Assumes no further Shares or Options are issued and no Options currently on issue are exercised.

2. Assumes all Options issued pursuant to the Offer are exercised and converted into Shares.

3. The dilutionary effect shown in the table is the maximum percentage on the assumption that those Entitlements not accepted are placed under the Shortfall Offer. In the event all Entitlements are not accepted and some or all of the resulting Shortfall was not subsequently placed, the dilution effect for each Shareholder not accepting their Entitlement would be a lesser percentage.

4.10 Shortfall Offer

Any Entitlement not taken up pursuant to the Offer will form the Shortfall Offer.

The Shortfall Offer is a separate offer made pursuant to this Prospectus and will remain open for up to three months following the Closing Date. The issue price for each Option to be issued under the Shortfall Offer shall be $0.01 being the price at which Options have been offered under the Offer.

The Directors reserve the right to issue Shortfall Options at their absolute discretion. Accordingly, do not apply for Shortfall Options unless instructed to do so by the Directors.

4.11

ASX listing

Application for Official Quotation of the Options offered pursuant to this Prospectus will be made in accordance with the timetable set out at the commencement of this Prospectus. If ASX does not grant Official Quotation of the Options offered pursuant to this Prospectus before the expiration of 3 months after the date of issue of the Prospectus, (or such period as varied by the ASIC), the Company will not issue any Options and will repay all application monies for the Options within the time prescribed under the Corporations Act, without interest.

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

7

The fact that ASX may grant Official Quotation to the Options is not to be taken in any way as an indication of the merits of the Company or the Options now offered for subscription.

4.12 Allotment

Options issued pursuant to the Offer will be allotted in accordance with the ASX Listing Rules and timetable set out at the commencement of this Prospectus.

Options issued pursuant to the Shortfall Offer will be allotted on a progressive basis. Where the number of Options issued is less than the number applied for, or where no allotment is made surplus application monies will be refunded without any interest to the Applicant as soon as practicable after the closing date of the Shortfall Offer.

Pending the allotment and issue of the Options or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

Holding statements for Options issued under the Offer will be mailed in accordance with the ASX Listing Rules and timetable set out at the commencement of this Prospectus and for Shortfall Options issued under the Shortfall Offer as soon as practicable after their issue.

4.13

Overseas shareholders

This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of Options these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offer is not being extended and Options will not be issued to Shareholders with a registered address which is outside Australia, Brunei, Germany, Hong Kong, New Zealand or Singapore, unless the Company determines it is lawful and practical to do so.

Brunei

This document may not be distributed or made available in Brunei Darussalam other than to existing shareholders of the Company. The Options are not being offered or made available for purchase in Brunei Darussalam Brunei Darussalam other than to existing shareholders of the Company. Any offer of Options may not be accepted from any shareholder or investor in Brunei Darussalam other than an existing shareholder of the Company.

European Economic Area - Germany

The information in this document has been prepared on the basis that all offers of Options will be made pursuant to an exemption under the Directive 2003/71/EC ("Prospectus Directive"), as amended and implemented in Member States of the European Economic Area (each, a "Relevant Member State"), from the requirement to produce a prospectus for offers of securities.

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

8

An offer to the public of Options has not been made, and shall not be made, in a Relevant Member State except pursuant to one of the following exemptions under the Prospectus Directive as implemented in that Relevant Member State:

• to any legal entity that is authorized or regulated to operate in the financial markets or whose main business is to invest in financial instruments;

• to any legal entity that satisfies two of the following three criteria: (i) balance sheet total of at least €20,000,000; (ii) annual net turnover of at least €40,000,000 and (iii) own funds of at least €2,000,000 (as shown on its last annual unconsolidated or consolidated financial statements);

• to any person or entity who has requested to be treated as a professional client in accordance with the EU Markets in Financial Instruments Directive (Directive 2004/39/EC, "MiFID");

• to any person or entity who is recognised as an eligible counterparty in accordance with Article 24 of the MiFID;

• to fewer than 150 natural or legal persons (other than qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive) subject to obtaining the prior consent of the Issuer or any underwriter for any such offer; or

• in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Options shall result in a requirement for the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

Hong Kong

WARNING: The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand).

The Options in the entitlement offer are not being offered or sold to the public in New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of Options is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).

Other than in the entitlement offer, Options may be offered and sold in New Zealand only to:

• persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money; or

• persons who are each required to (i) pay a minimum subscription price of at least NZ$500,000 for the securities before allotment or (ii) have previously paid a minimum subscription price of at least NZ$500,000 for securities of the Company ("initial securities") in a single transaction before the allotment of such initial securities and such allotment was not more than 18 months prior to the date of this document.

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

9

Singapore

This document and any other materials relating to the Options have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of Options, may not be issued, circulated or distributed, nor may the Options be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are (i) an existing holder of the Options, (ii) an "institutional investor" (as defined under the SFA) or (iii) a "relevant person" (as defined in section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the Options being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire Options. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

United States

This Prospectus and any Entitlement and Acceptance Form do not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. Neither this Prospectus nor related documents may be distributed or released in the United States. The Options have not been, nor will be, registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. The entitlements may not be taken up by persons in the United States or by persons who are, or are acting for the account or benefit of, a person in the United States. The Options (or any Shares issued upon conversion of Options) may not be offered or sold in the United States except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act of 1933 and the applicable securities laws of any state or other jurisdiction in the United States.

4.14 Notice to nominees and custodians

Nominees and custodians may not distribute any part of this Prospectus or any Entitlement and Acceptance Form in any country outside Australia, except to beneficial shareholders in New Zealand and any other country (other than the United States) where the Company may determine it is lawful and practical to make the Offer.

4.15 Enquiries

Any questions concerning the Offer should be directed to the share registry on 1300 730 659 or +61 2 8280 7593.

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

10

5. PURPOSE AND EFFECT OF THE OFFER

5.1 Purpose of the Offer

The purpose of the Offer is to raise up to $3,517,596.

As there is no minimum subscription for the Offer, the Company will accept all funds raised under this Prospectus. These funds are intended to be first applied towards costs of the Offer[1] ($115,901) and then used in accordance with the table set out below (applied proportionately across each item):

Item	Proceeds of the Offer	Full Subscription ($)	%
1.	Initial Environment Costs	150,000	4.41
2.	Front End Engineering design Costs	250,000	7.35
3.	Initial Seismic Deposit	2,000,000	58.79
4.	Working capital	1,001,695	29.45
	Total	3,401,695	100

Notes:

1. Refer to Section 8.8 of this Prospectus for further details relating to the estimated expenses of the Offer.

The above table is a statement of current intentions as of the date of this Prospectus. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

5.2

Effect of the Offer

The principal effect of the Offer, assuming all Options offered under the Prospectus are issued, will be to:

• (a) increase the cash reserves by $3,401,695 (after deducting the estimated expenses of the Offer) immediately after completion of the Offer; and

• (b) increase the number of Options on issue from 304,550,000 as at the date of this Prospectus to 656,309,597 Options following completion of the Offer.

5.3 Pro-forma balance sheet

The unaudited balance sheet as at 30 June 2012 and the unaudited pro-forma balance sheet as at 22 October 2012 shown below have been prepared on the basis of the accounting policies normally adopted by the Company and reflect the changes to its financial position.

The pro-forma balance sheet has been prepared assuming all Options offered under the Prospectus are issued.

The pro-forma balance sheet has been prepared to provide investors with

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

11

information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company as noted below. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

	UNAUDITED 30 June 2012	PROFORMA 22 October 2012
CURRENT ASSETS
Cash	8,176,683	11,578,378
Other current assets	301,363	301,363
TOTAL CURRENT ASSETS	8,478,046	11,879,741
NON-CURRENT ASSETS
Exploration	17,841,086	17,841,086
Other non-current assets	236,080	236,080
TOTAL NON-CURRENT ASSETS	18,077,166	18,077,166
TOTAL ASSETS	26,555,212	29,956,907
CURRENT LIABILITIES
Creditors and borrowings	588,762	588,762
TOTAL CURRENT LIABILITIES	588,762	588,762
TOTAL LIABILITIES	588,762	588,762
NET ASSETS (LIABILITIES)	25,966,450	29,368,145
EQUITY
Share capital	59,726,589	63,128,284
Reserves	763,935	763,935
Retained loss	(34,524,074)	(34,524,074)
TOTAL EQUITY	25,966,450	29,368,145

5.4 Effect on capital structure

The effect of the Offer on the capital structure of the Company, assuming all Options offered under the Prospectus are issued, is set out below.

Shares

	Number
Shares currently on issue Shares offered pursuant to the Offer Total Shares on issue after completion of the Offer	1,407,038,386
	Nil
	1,407,038,386

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

12

Options

	Number
Options currently on issue: (Unquoted exercisable at $0.05 on or before 30 September 2013) (Unquoted exercisable at $0.075 on or before 30 September 2013) (Unquoted exercisable at $0.0001 on or before 31 December 2013) (Unquoted exercisable at $0.0495 on or before 31 December 2012) (Unquoted exercisable at $0.0392 on or before 31 July 2013) (Unquoted exercisable at $0.085 on or before 31 August 2013)	5,000,000 5,000,000 250,000,000 35,000,000 4,550,000 5,000,000
New Options offered pursuant to the Offer (Quoted exercisable at $0.04 on or before 30 November 2014)	351,759,597
Total Options on issue after completion of the Offer	656,309,597

The capital structure on a fully diluted basis as at the date of this Prospectus would be 1,711,588,386 Shares and on completion of the Offer (assuming all Entitlements are accepted and no Options are exercised prior to the Record Date) would be 2,063,347,983 Shares.

No Shares or Options on issue are subject to escrow restrictions, either voluntary or ASX imposed.

5.5 Details of substantial holders

Based on an analysis of publicly available information as at 13 September 2012, there are no persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue.

The Offer will have no effect on the quantity of Shares held by these substantial shareholders as only Options are being issued.

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

13

6. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES

6.1 Options and Lead Manager Options

The Options to be issued pursuant to this Prospectus entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) Subject to paragraph (k), each Option gives the Optionholder the right to subscribe for one Share.

• (b) The Options will expire at 5.00pm WST on 30 November 2014 ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (c) The amount payable upon exercise of each Option will be $0.04 ( Exercise Price ).

• (d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

• (e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of Options specifying the number of Options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

( Exercise Notice ).

• (f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

• (h) The Company will apply for quotation of the Options on ASX and all Options are freely transferable.

• (i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.

• (j) The Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.

• (k) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

14

• (m) Subject to paragraph (k), an Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

6.2 Shares

The following is a summary of the more significant rights and liabilities attaching to Shares being the underlying securities of the Options to be issued pursuant to this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights and liabilities attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

(a) General meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution of the Company.

(b) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at general meetings of shareholders or classes of shareholders:

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

• (ii) 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

• (iii) 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 each Share held, but in respect of partly paid shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

(c)

Dividend rights

Subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare or determine a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

15

No dividend shall carry interest as against the Company. The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

Subject to the ASX Listing Rules and the Corporations Act, if and to the extent authorised by the Company in general meeting, the Directors may implement a dividend reinvestment plan on such terms and conditions as the Directors think fit and which provides for any dividend which the Directors may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares.

(d) Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

The liquidator may, with the authority of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any shares or other securities in respect of which there is any liability.

(e)

Shareholder liability

As the Shares issued will be fully paid shares, they will not be subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

(f)

Transfer of shares

Generally, shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act and the ASX Listing Rules.

(g)

Future increase in capital

The allotment and issue of any new Shares is under the control of the Directors of the Company. Subject to restrictions on the issue or grant of Securities contained in the ASX Listing Rules, the Constitution and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing share or class of shares), the Directors may issue Shares as they shall, in their absolute discretion, determine.

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

16

(h) Variation of rights

Under section 246B of 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 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.

(i) Alteration of constitution

In accordance with the Corporations Act, the Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

17

7. RISK FACTORS

7.1 Introduction

The Options offered under this Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus and to consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

There are specific risks which relate directly to the Company’s business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Shares.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

7.2 Company specific

(a) Dilution Risk

On completion of the Offer, assuming all Entitlements are accepted, there will be 351,759,597 Options exercisable at $0.04 on or before 30 November 2014 on issue (in addition to the Company’s current Options on issue referred to in Section 5.4 of the Prospectus). Assuming no other Options are exercised, if the Options offer pursuant to the Prospectus are converted into Shares the shareholding of existing Shareholders would be diluted by 20.01%. However, each Option has an exercise price of $0.04 which means that the Company will receive additional funds of approximately $14,047,184 upon exercise of the Options, if all existing options are exercised.

(b) Extraterritorial Risks

The Company has interests in assets overseas and in that respect such assets are subject to risks particular to their extraterritoriality such as changes in laws, practices and policies in the relevant jurisdictions, including laws that deal with overseas investors. In particular, logistical difficulties may arise due to the assets being located overseas including the incurring of additional costs with respect to overseeing and managing the same, including costs associated with taking advice in relation to the application of local laws as well as the cost of establishing a local presence in that jurisdiction and/or infrastructure as necessary. Fluctuations in the currency of the relevant jurisdiction may also affect the dealings and operations of the Company in such jurisdiction.

(c) Foreign Exchange Risk

The current operations of the Company are in Australia and the Seychelles and some of the costs of operations will be in Seychelles rupee while the majority of costs and revenues will be in United States Dollars. As the Company’s financial reports will be presented in Australian dollars, the Company will be exposed to the volatility and

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

18

fluctuations of the exchange rate between the Seychelles rupee, United States dollars and the Australian dollar.

Global currencies are affected by a number of factors that are beyond the control of the Company. These factors include economic conditions in the relevant country and elsewhere and the outlook for interest rates, inflation and other economic factors. These factors may have a positive or negative effect on the Company's exploration, project development and production plans and activities together with the ability to fund those plans and activities.

7.3 Industry specific

(a) Exploration and Development Risks

The business of oil and gas exploration, project development and production, by its nature, contains elements of significant risk with no guarantee of success. Ultimate and continuous success of these activities is dependent on many factors such as:

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

• access to adequate capital for project development;

• design and construction of efficient development and production infrastructure within capital expenditure budgets;

• securing and maintaining title to interests;

• obtaining consents and approvals necessary for the conduct of oil and gas exploration, development and production; and

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

Whether or not income will result from projects undergoing exploration and development programs depends on successful exploration and establishment of production facilities. Factors including costs, actual hydrocarbons and formations, flow consistency and reliability and commodity prices affect successful project development and operations.

Drilling activities carry risk as such activities may be curtailed, delayed or cancelled as a result of weather conditions, mechanical difficulties, shortages or delays in the delivery of drill rigs or other equipment. In addition, drilling and operations include reservoir risk such as the presence of shale laminations in the otherwise homogeneous sandstone porosity.

Industry operating risks include fire, explosions, unanticipated reservoir problems which may affect field production performance, industrial disputes, unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment, mechanical failure or breakdown, blow outs, pipe failures and environmental hazards such as accidental spills or leakage of liquids, gas leaks, ruptures, discharges of

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

19

toxic gases or geological uncertainty (such as lack of sufficient subsurface data from correlative well logs and/or formation core analyses. The occurrence of any of these risks could result in legal proceedings against the Company and substantial losses to the Company due to injury or loss of life, damage to or destruction of property, natural resources or equipment, pollution or other environmental damage, cleanup responsibilities, regulatory investigation, and penalties or suspension of operations. Damage occurring to third parties as a result of such risks may give rise to claims against the Company.

There is no assurance that any exploration on current or future interests will result in the discovery of an economic deposit of oil or gas. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically developed.

(b) Oil and gas price fluctuations

The demand for, and price of, oil and natural gas is highly dependent on a variety of factors, including international supply and demand, the level of consumer product demand, weather conditions, the price and availability of alternative fuels, actions taken by governments and international cartels, and global economic and political developments.

International oil and gas prices have fluctuated widely in recent years and may continue to fluctuate significantly in the future. Fluctuations in oil and gas prices and, in particular, a material decline in the price of oil or gas may have a material adverse effect on the Company's business, financial condition and results of operations.

(c)

Environmental Risk

The Company's activities are subject to the environmental risks inherent in the oil and gas industry. The Company is subject to environmental laws and regulations in connection with operations it may pursue in the oil and gas industry, which operations are currently in the Seychelles and Australia. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws. However, the Company may be the subject of accidents or unforeseen circumstances that could subject the Company to extensive liability.

Further, the Company may require approval from the relevant authorities before it can undertake activities that are likely to impact the environment. Failure to obtain such approvals will prevent the Company from undertaking its desired activities. The Company is unable to predict the effect of additional environmental laws and regulations that may be adopted in the future, including whether any such laws or regulations would materially increase the Company's cost of doing business or affect its operations in any area.

The Company’s operational risks include environmental hazards such as accidental spills or leaks of petroleum liquids or gas, ruptures and the discharge of toxic gases. The occurrence of any such incident could result in substantial costs to the Company for environmental rehabilitation, damage control and losses.

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

20

(d) Competition

The Company will compete with other companies, including major oil and gas companies. Some of these companies have greater financial and other resources than the Company and, as a result, may be in a better position to compete for future business opportunities. Many of the Company's competitors not only explore for and produce oil and gas, but also carry out downstream operations on these and other products on a worldwide basis. There can be no assurance that the Company can compete effectively with these companies.

(e)

Additional Requirements for Capital

The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income from its operations, the Company may require further financing in addition to amounts raised under the Offer. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.

7.4 General risks

(a) Economic

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities.

(b)

Market conditions

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

• general economic outlook;

• introduction of tax reform or other new legislation;

• interest rates and inflation rates;

• changes in investor sentiment toward particular market sectors;

• the demand for, and supply of, capital; and

• terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

21

(c) Reliance on key personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

(d) Regulatory Risks

The Company’s exploration and development activities are subject to extensive laws and regulations relating to numerous matters including resource licence consent, conditions including environmental compliance and rehabilitation, taxation, employee relations, health and worker safety, waste disposal, protection of the environment, native title and heritage matters, protection of endangered and protected species and other matters. The Company requires permits from regulatory authorities to authorise the Company’s operations. These permits relate to exploration, development, production and rehabilitation activities.

Obtaining necessary permits can be a time consuming process and there is a risk that Company will not obtain these permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could materially delay or restrict the Company from proceeding with the development of a project or the operation or development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in material fines, penalties or other liabilities. In extreme cases, failure could result in suspension of the Company’s activities or forfeiture of one or more of the Tenements.

(e) Risk of international operations generally

International sales and operations are subject to a number of risks, including:

• potential difficulties in enforcing agreements (including joint venture agreements) and collecting receivables through foreign local systems;

• potential difficulties in protecting intellectual property;

• increases in costs for transportation and shipping; and

• restrictive governmental actions, such as imposition of trade quotas, tariffs and other taxes.

Any of these factors could materially and adversely affect the Company’s business, results of operations and financial condition.

7.5 Speculative investment

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Options offered under this Prospectus

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

22

Therefore, the Options to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Options.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Options pursuant to this Prospectus.

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

23

8. ADDITIONAL INFORMATION

8.1 Litigation

As at the date of this Prospectus, the Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company.

8.2

Continuous disclosure obligations

The Company is a “disclosing entity” (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company’s securities.

This Prospectus is a “transaction specific prospectus”. In general terms a “transaction specific prospectus” is only required to contain information in relation to the effect of the issue of securities on a company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 3 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act states that:

• (a) it is subject to regular reporting and disclosure obligations;

• (b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and

• (c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

24

• (i) the annual financial report most recently lodged by the Company with the ASIC;

• (ii) any half-year financial report lodged by the Company with the ASIC after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC; and

• (iii) any continuous disclosure documents given by the Company to ASX in accordance with the ASX Listing Rules as referred to in section 674(1) of the Corporations Act after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC.

Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company during normal office hours.

Details of documents lodged by the Company with ASX since the date of lodgement of the Company’s latest annual financial report and before the lodgement of this Prospectus with the ASIC are set out in the table below.

Date	Description of Announcement
13/09/2012	UK Roadshow Market Update
12/09/2012	Entitlement Option Plan Announced
04/09/2012	VIC/P67 Formal Farm-out Process Opened
28/08/2012	Exploration Permit VIC/P67 Update
24/08/2012	Notice of General Meeting/Proxy Form
02/08/2012	Appendix 3B
31/07/2012	Quarterly Activities Report
31/07/2012	Quarterly Cashflow Report
05/07/2012	Change of Director's Interest Notice
05/07/2012	Change of Director's Interest Notice
02/07/2012	Expiry of Listed Options
08/06/2012	Final Director`s Interest Notice
08/06/2012	Initial Director`s Interest Notice
04/06/2012	Appointment of New Non-executive Chairman
01/06/2012	Director Appointment
31/05/2012	Notice of Expiry of Options
16/05/2012	Change of Director`s Interest Notice

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

25

Date	Description of Announcement
08/05/2012	WHL Energy awarded Exploration Permit VIC/P67
30/04/2012	Quarterly Activities Report
30/04/2012	Quarterly Cashflow Report
18/04/2012	Section 708A Notice
18/04/2012	Appendix 3B
13/04/2012	Appendix 3B
05/04/2012	Company Presentation
05/04/2012	Share Placement
03/04/2012	Trading Halt
28/03/2012	Company Presentation
27/03/2012	Boardroom Radio Broadcast
23/03/2012	Response to ASX Query
23/03/2012	Hartleys Research Update
23/03/2012	Business Update
22/03/2012	2011 Australian Gazettal Round Acreage Offer
21/03/2012	Response to ASX Price and Volume Query
21/03/2012	Appointments of Highly Experienced Personnel
13/03/2012	Half Year Accounts
13/03/2012	Release of Securities from Voluntary Escrow
25/01/2012	Quarterly Activities Report
25/01/2012	Quarterly Cashflow Report
18/01/2012	WHL Energy To Focus On Oil And Gas Assets
09/01/2012	Appendix 3B
14/12/2011	Media Presentation
09/12/2011	Change in Share Registry
05/12/2011	Initial Director`s Interest Notice
05/12/2011	Director Appointment
01/12/2011	Change of Director`s Interest Notice

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

26

Date	Description of Announcement
01/12/2011	Appendix 3B
24/11/2011	Final Director`s Interest Notice
24/11/2011	WHL Energy 2011 Annual General Meeting Investor Update
22/11/2011	Results of Meeting
22/11/2011	Annual General Meeting Investor Update
21/11/2011	WHL Energy awarded Exploration Permit WA-460-P
21/11/2011	STX: Strike Awarded Exploration Permit WA460P
11/11/2011	Hartleys Research Update
10/11/2011	Independent Expert Confirms Seychelles Prospectivity
31/10/2011	Quarterly Activities Report
31/10/2011	Quarterly Cashflow Report
21/10/2011	Notice of Annual General Meeting/Proxy Form
21/10/2011	Retirement of Non-executive Director at AGM
21/10/2011	Boardroom Radio Broadcast
20/10/2011	2010 Australian Gazettal Round Acreage Offer

ASX maintains files containing publicly available information for all listed companies. The Company’s file is available for inspection at ASX during normal office hours.

The announcements are also available through the Company’s website www.whlenergy.com.au.

8.3 Market price of shares

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX.

The highest, lowest and last market sale prices of the Shares on ASX during the three months immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those sales were:

Highest	$0.037		7 & 8 June 2012
Lowest	$0.024	7	& 8 August 2012
Last	$0.028	12	September 2012

8.4 Material contracts

The following are summaries of the significant terms of the material agreements which relate to the Offer.

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

27

(a) Lead Manager Mandate letter

On 12 September 2012, the Company entered into a Lead Manager Mandate with Quattro Capital Group Pty Ltd ( Quattro Capital ), pursuant to which Quattro Capital was appointed as Lead Manager to the Company for the Offer ( Lead Manager Mandate ).

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 ( Lead Manager Options ).

The Lead Manager Options will be issued on a pro-rata basis as a proportion of the total number of Options issued pursuant to the Offer. The number of Lead Manager Options issued to Quattro Capital will be calculated using the following formula:

the total number of Options placed x 50,000,000 on the date the Shortfall Offer closes 351,759,597

The Lead Manager Options will be issued on the same terms and conditions as the Options to be issued pursuant to the Offer. Refer to Section 6.1 of this Prospectus for further details of the terms and conditions of the Options.

This Prospectus also includes an offer of the Lead Manager Options to nominees of the Lead Manager.

The Lead Manager Mandate contains other standard terms and conditions expected to be included in an agreement of this nature.

8.5 Interests of Directors

Other than as set out in this Prospectus, no Director or proposed Director holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

• (a) the formation or promotion of the Company;

• (b) any property acquired or proposed to be acquired by the Company in connection with:

• (i) its formation or promotion; or

• (ii) the Offer; or

• (c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director or proposed Director:

• (a) as an inducement to become, or to qualify as, a Director; or

• (b) for services provided in connection with:

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

28

• (i) the formation or promotion of the Company; or

• (ii) the Offer.

Security holdings

The relevant interest of each of the Directors in the securities of the Company as at the date of this Prospectus, together with their respective Entitlement, is set out in the table below.

Director	Shares	Options	Entitlement	$
Trevor Benson	Nil	Nil	Nil	Nil
Steven Noske	3,500,000	15,000,0001	875,000	8,750
Keiran Wulff	Nil	Nil	Nil	Nil
David Rowbottam	Nil	10,000,0002	Nil	Nil

Notes

1. Mr Noske holds 7,500,000 unlisted options exercisable at $0.0495 each and on or before 31 December 2013 indirectly through Splendr Pty Ltd , by way of Mr Noske being a director and shareholder of the trustee company and a beneficiary of the trust. Mr Noske holds 7,500,000 unlisted options exercisable at $0.0495 each and on or before 31 December 2012 indirectly through Molly-P Superannuation fund, which Mr Noske is a trustee and beneficiary of.

2. Mr Rowbottam holds 5,000,000 unlisted options exercisable at $0.0495 on or before 31 December 2012 indirectly through The Honeyeater Family Trust, which Mr Rowbottam is the trustee and beneficiary of. Mr Rowbottam holds 5,000,000 unlisted options exercisable at $0.0495 on or before 31 December 2012 indirectly through Deux Frères Pty Ltd , by way of Mr Rowbottam being the sole director of the trustee company and a beneficiary of the trust.

Remuneration

The remuneration of an executive Director is decided by the Board, without the affected executive Director participating in that decision-making process. The total maximum remuneration of non-executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current amount has been set at an amount not to exceed $400,000 per annum.

A Director may be paid fees or other amounts (i.e. non-cash performance incentives such as Options, subject to any necessary Shareholder approval) as the other Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. In addition, Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

The following table shows the total (and proposed) annual remuneration paid to both executive and non-executive directors.

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

29

Director	Year ended 30 June 2013 (to date)	Year ended 30 June 2012	Year ended 30 June 2011
Trevor Benson1	$13,216	$35,988	N/A
Steven Noske	$100,500	$641,565	$141,102
Keiran Wulff2	$9,946	$4,947	N/A
David Rowbottam	$44,797	$359,871	$165,000

Notes:

1. Trevor Benson was appointed on 5 December 2011.

2. Keiran Wulff was appointed on 1 June 2012.

8.6 Interests of experts and advisers

Other than as set out below or elsewhere in this Prospectus, no:

• (a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;

• (b) promoter of the Company; or

• (c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

• (a) the formation or promotion of the Company;

• (b) any property acquired or proposed to be acquired by the Company in connection with:

• (i) its formation or promotion; or

• (ii) the Offer; or

• (c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:

• (d) the formation or promotion of the Company; or

• (e) the Offer.

Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offer. The Company estimates it will pay Steinepreis Paganin $15,000 (excluding GST and disbursements) for these services.

Quattro Capital Group Pty Ltd will be paid the fees outlined in Section 8.4 of this Prospectus.

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

30

8.7 Consents

Each of the parties referred to in this Section:

• (a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section;

• (b) to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section;

• (c) Steinepreis Paganin has given its written consent to being named as the solicitors to the Company in this Prospectus. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC;

• (d) Quattro Capital Group Pty Ltd has given its written consent to being named as Lead Manager to the Company in this Prospectus. Quattro Capital Group Pty Ltd has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

8.8 Expenses of the offer

In the event that all Entitlements are accepted, the total expenses of the Offer are estimated to be approximately $115,901 (excluding GST) and are expected to be applied towards the items set out in the table below:

ASIC fees ASX fees Manager to the offer fees Legal fees Printing and distribution Miscellaneous Total	$ 2,171 22,730 52,500 15,000 20,000 3,500
	115,901

8.9 Electronic prospectus

Pursuant to Class Order 00/44, the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the 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 Forms. If you have not, please phone the Company on + 61 8 6500 0271and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both. Alternatively, you may obtain a copy of this Prospectus from the Company’s website at www.whlenergy.com.au.

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.

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

31

8.10 Financial forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

8.11 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

The Company will not be issuing option certificates. The Company is a participant in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of Options allotted to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

8.12 Privacy Act

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 needs as a holder of equity securities in the Company, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

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 we hold about you. Please contact the Company or its share registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

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 ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Options, the Company may not be able to accept or process your application.

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

32

9. DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.

==> picture [122 x 50] intentionally omitted <==

---

Steven Noske Managing Director For and on behalf of WHL ENERGY LTD

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

33

10. GLOSSARY

$ means the lawful currency of the Commonwealth of Australia.

AEDT means Australian Eastern Daylight Time as observed in Sydney, Australia.

AEST means Australian Eastern Standard time as observed in Sydney, Australia.

Applicant means a Shareholder who applies for Options pursuant to the Offer or a Shareholder or other party who applies for Shortfall Options pursuant to the Shortfall Offer.

Application Form means an Entitlement and Acceptance Form or Shortfall Application Form as the context requires.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires.

ASX Listing Rules means the listing rules of the ASX.

ASX Settlement Operating Rules means the settlement rules of the securities clearing house which operates CHESS.

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

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day.

Closing Date means the date specified in the timetable set out at the commencement of this Prospectus (unless extended).

Company means WHL Energy Ltd (ACN 113 326 524).

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company as at the date of this Prospectus.

Entitlement means the entitlement of a Shareholder who is eligible to participate in the Offer.

Entitlement and Acceptance Form means the entitlement and acceptance form either attached to or accompanying this Prospectus.

Offer means the non-renounceable entitlement issue the subject of this Prospectus.

Official Quotation means official quotation on ASX.

Option means an option to acquire a Share on the terms and conditions set out in Schedule 6.1 of this Prospectus.

Optionholder means a holder of an Option.

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

34

Prospectus means this prospectus.

Record Date means the date specified in the timetable set out at the commencement of this Prospectus.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Shortfall means the Options not applied for under the Offer (if any).

Shortfall Application Form means the shortfall application form either attached to or accompanying this Prospectus.

Shortfall Offer means the offer of the Shortfall on the terms and conditions set out in Section 4.10 of this Prospectus.

Shortfall Options means those Options issued pursuant to the Shortfall.

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

3191-10/prospectus - entitlment issue (whl) 13 09 12 final - signed

35