ZIMI LIMITED — Capital/Financing Update 2014

Dec 3, 2014

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

25 113 326 524

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

a) Ordinary Fully Paid Shares (WHN) b) Listed Options (WHNO) c) Unlisted ESOP options (SERIES5)(WHNAI) d) Unlisted Performance Rights (WHNAS) e) Unlisted options (WHNAP) f) Unlisted Performance Rights (WHNAS)

Appendix 3B New issue announcement

2 Number of+securities issued or to be issued (if known) or maximum number which may be issued

a) 1 for 10 consolidation of 1,678,833,282 pre-consolidation shares to 167,882,933 post consolidation shares b) 1 for 10 consolidation of 36,388,023 pre- consolidation listed options to 3,638,715 post consolidation listed options c) 1 for 10 consolidation of 3,400,000 pre- consolidation unlisted ESOP options to 340,000 post consolidation unlisted ESOP options (SERIES 5)(WHNAI) d) 1 for 10 consolidation of 2,000,000 pre- consolidation unlisted Performance Rights to 200,000 post consolidation unlisted Performance Rights (WHNAS) (Automatic vesting 1/7/15) e) 1 for 10 consolidation of 193,000,000 pre-consolidation unlisted options to 19,300,000 post consolidation unlisted options (WHNAP) f) 1 for 10 consolidation of 14,400,000 pre- consolidation unlisted Performance Rights to 1,440,000 post consolidation unlisted Performance Rights (WHNAS) (960,000 Automatic vesting 1/7/15 and 480,000 1/7/16)

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)

The share consolidation was achieved through the conversion of: a) ten ordinary fully paid shares into one ordinary share b) ten listed options into one listed option c) ten unlisted ESOP options into one unlisted ESOP option (SERIES 5)(WHNAI) d) ten unlisted Performance Rights into one unlisted Performance Right (WHNAS) e) ten unlisted options into one unlisted option (WHNAP) f) ten unlisted Performance Rights into one unlisted Performance Right (WHNAS) as approved by shareholders at the Annual General Meetingheld on 26 November 2014.

• See chapter 19 for defined terms.

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4 Do the[+] securities rank Yes 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 5 Issue price or a) N/A consideration 6 Purpose of the issue Consolidation of capital whereby 10 existing securities (If issued as will become 1 security on a post consolidation basis. consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an[+] eligible Yes entity 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 26 November 2014 holder resolution under rule 7.1A was passed

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6c Number of +securities issued without security holder approval under rule 7.1 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	Nil
	Nil
	Nil
	N/A
	N/A
	N/A
	Refer Annexure 1
	By 9 December 2014

• See chapter 19 for defined terms.

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8 Number and+class of all +securities quoted on ASX (including the securities in section 2 if applicable) 9 Number and+class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	Number	+Class
	167,882,933 3,638,715	Fully paid ordinary shares (WHN) Listed Options (exercisable at $0.18 on or before 30 Nov 2016)(WHNO)
	Number	+Class
	340,000 200,000 19,300,000 1,440,000	Unlisted options ESOP (SERIES 5) (WHNAI) (automatic vesting 1/7/15) Unlisted Performance Rights (WHNAS) (automatic vesting 1/7/15) Options exercisable at A$0.14 per Option into Ordinary Shares on or before 3 December 2017 (WHNAP) Unlisted Performance Rights (WHNAS) (automatic vesting 9,600,000 1/7/15, and 4,800,000 1/7/16)

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

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the[+] securities will be offered

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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.
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

• See chapter 19 for defined terms.

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26	Date entitlement and acceptance
	form and prospectus or Product
	Disclosure Statement will be sent
	to persons entitled
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

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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

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)

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.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

• 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 [94 x 33] intentionally omitted <==

Sign here: ............................................................ Date: 4 December 2014 (Company Secretary) Print name: Ian Hobson

== == == == ==

• 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

Insert number of fully paid ordinary 142,819,868 post consolidation securities on issue 12 months before date of issue or agreement to issue

Addthe following: • 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		Post-consolidation 6,479,083(16 December 2013, SPP) 4,200,000(EGM 28 March 2014) 2,040,000(Conversion of performance rights approved at AGM Nov 2012) 5,450,115(Rights Issue 7 November 2014) 8,100shares (Rights Issue shortfall 28 November 2014)
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period		Nil
“A”		160,997,165post consolidation

• 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	24,149,575post consolidation
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	Post-consolidation 3,000,000 Options exercisable at A$0.014 per Option into Ordinary Shares on or before 3 December 2017 (19/03/2014) 1,240,905 shares (11 April 2014) 2,471,896 shares (30 April 2014) 2,471,890 shares (9 May 2014) 4,000,000 options (23 May 2014) 2,500,000 options (30 May 2014)
“C”	15,684,691post-consolidation
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	24,149,575post consolidation
Subtract“C” Note: number must be same as shown in Step 3	15,684,691post-consolidation
Total[“A” x 0.15] – “C”	8,464,884post-consolidation [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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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” 160,997,165 post consolidation Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 16,099,716 post consolidation

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number 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 Nil

• “E”

• 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
“A” x 0.10 Note: number must be same as shown in Step 2	16,099,716post consolidation
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	16,099,716post consolidation Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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