ZIMI LIMITED — Capital/Financing Update 2015

Nov 18, 2015

==> picture [224 x 87] intentionally omitted <==

WHL Energy Ltd ABN: 25 113 326 524 Level 2, 22 Delhi Street West Perth, WA 6005 P.O. Box 1042, West Perth Western Australia 6872

T: +61 8 6500 0271 F: +61 8 9321 5212 www.whlenergy.com

ASX RELEASE 19 NOVEMBER 2015

Completion of Rights Issue Shortfall

WHL Energy Limited ( ASX: WHN ) (“ WHL Energy ” or “ the Company ”) is pleased to advise that the Company has allotted a total of 1,166,400,000 fully paid ordinary shares 121,600,000 listed options (ASX: WHNOA) being a placement of ordinary shares in respect of a payment for services and the completion of the shortfall from the Company’s recently completed Non-renounceable Rights Issue which closed on 8[th] September 2015.

The Company has raised a total of $3,008,952 from this capital raising program and is now in position of strength to pursue other value accretive acquisitions and develop its existing asset base. An appendix 3B and cleansing statement is enclosed.

Ends

FURTHER INFORMATION

T: +61 8 6500 0271 E: contact@whlenergy.com

About WHL Energy Limited

ASX-listed WHL Energy Ltd (ASX: WHN) is an oil and gas exploration Company focussed on East Africa and Australia.

WHL Energy holds a 12,856 km[2] exploration area offshore Seychelles, at 25% equity. A world class exploration portfolio and new exploration concepts are being matured in the acreage. WHL Energy has mapped a prospect and lead inventory containing at least 18 features. The Company farmed in proven East Africa explorer, Ophir Energy plc as Operator of the Block.

The high graded Junon leads are being matured for drilling with a 1,500 km[2 ] 3D seismic survey completed in July 2014. Additional new play concepts are being developed. Most structures identified to date are in < 50 m water with drilling targets at < 2000m depth, allowing for low cost drilling with a jack up rig.

WHL Energy also holds 100% equity in Exploration Permit VIC/P67 in the offshore Otway Basin, approximately 200 km WSW of Melbourne off the Victorian coastline. VIC/P67 contains the undeveloped La Bella gas field in proximity to the Victorian gas market, and several nearby exploration prospects. The La Bella 3D seismic survey was acquired in late 2013 to appraise the La Bella field and also firm up the exploration prospects. Initial results of the 3D seismic survey are encouraging and have identified structurally conformable amplitude anomalies associated with several of the key prospects.

Appendix 3B New issue announcement

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, 04/03/13

Name of entity

WHL Energy Limited

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 1. Fully paid ordinary shares be issued 2. Listed Options (ASX: WHNOA) 3. Fully paid ordinary shares 2 Number of[+] securities issued or 1. 1,166,400,000 to be issued (if known) or 2. 121,600,000 maximum number which may 3. 4,964 be issued 3 Principal terms of the 1. Fully paid ordinary shares +securities (e.g. if options, 2. Listed Options (ASX: WHNOA) exercise price and expiry date; if partly paid +securities, the $0.002, 30 June 2018 3. Fully paid ordinary shares amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the+issue date 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 consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible 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 holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1	1. Yes – ORD (ASX: WHN) 2. Yes – Listed Options (ASX: WHNOA) 3. Yes – ORD (ASX: WHN)
	1. $0.001 per share 2. $0.001 per listed option 3. $0.002per share
	484,949,050 ORD and 121,237,331 WHNOA – allotment of final tranche of rights issue shortfall securities as per Prospectus lodged 14 August 2015 and ASX announcement 8 September 2015 1,450,950 ORD and 362,669 WHNOA – placement as per issue price of rights issue. 680,000,000 – placement of ORD in respect of payment for services 4,964 – issued upon conversion of WHNOA listed options
	Yes
	26 November 2014
	681,813,619

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B New issue announcement

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 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	Nil
	Nil
	Issued under exception 3 to rule 7.2. 1. 484,949,050 2. 121,237,331 Issued under exception 4 to rule 7.2 1.4,964
	Not applicable as no securities issued under rule 7.1A
	Not applicable as no securities issued under rule 7.1A
	7.1 – 19,579,175 7.1A – 465,701,863
	19 November 2015

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

Appendix 3B New issue announcement

8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	5,545,483,246 3,638,715 608,361,121	Fully paid ordinary shares Listed Options (ASX: WHNO) ($0.18, 30 Nov 2016) Listed Options (ASX: WHNOA) ($0.002, 30June 2018)

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	19,300,000 350,000,000	Unlisted Options ($0.14, 3 Dec 2017) Unlisted Options ($0.004, 31 July 2018)
	The company’s dividend policy remains unchanged.

Part 2 - 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 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?

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

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 offer
	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
26	Date entitlement and acceptance
	form and offer documents 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)

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

Appendix 3B New issue announcement

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	+Issue 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

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

• See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Appendix 3B New issue announcement

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[+] issue date 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 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

• See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

Appendix 3B New issue announcement

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.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we 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.

Sign here: ............................................................

19 November 2015 Date: .........................

( ~~Director~~ /Company secretary)

Print name: .........................................................

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

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

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	167,174,031
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	8,100 (Rights Issue Shortfall 28 Nov 2014) 701,197 (13 Aug 2014, AGM 26 Nov 2014) 20,000,000 (General Meeting 31 July 2015) 2,205,000,000 (General Meeting 31 July 2015) 151,432,647 (Rights Issue 8 Sept 2015) 1,795,631,969 (Rights Issue Shortfall 30 Oct 2015) 484,949,050 (Rights Issue Shortfall 19 Nov 2015) 4,964 (option conversion 19 Nov 2015)
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	(395) – rounding upon consolidation
“A”	4,824,901,563

• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

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	723,735,234
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	1,153,846 shares (8 April 2015) 2,432,315 shares (19 May 2015) 1,596,279 shares (24 July 2015) 17,160,000 shares (31 July 2015) 1,450,950 shares (19 Nov 2015) 680,000,000 shares (19 Nov 2015) 362,669 options (19 Nov 2015)
“C”	704,156,059
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	723,735,234
Subtract“C” Note: number must be same as shown in Step 3	704,156,059
Total[“A” x 0.15] – “C”	19,579,175 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

Appendix 3B New issue announcement

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” 4,824,901,563 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 0.10 482,490,156

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

Insert number of[+] equity securities issued 16,788,293 shares (24 July 2015) 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

• “E” 16,788,293

• See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

Appendix 3B New issue announcement

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

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	482,490,156
Subtract“E” Note: number must be same as shown in Step 3	16,788,293
Total[“A” x 0.10] – “E”	465,701,863 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013

==> picture [224 x 87] intentionally omitted <==

WHL Energy Ltd ABN: 25 113 326 524 Level 2, 22 Delhi Street West Perth, WA 6005 P.O. Box 1042, West Perth Western Australia 6872

T: +61 8 6500 0271 F: +61 8 9321 5212 www.whlenergy.com

ASX 19 NOVEMBER 2015

CLEANSING STATEMENT Notice under Section 705A(5)(e) Corporations Act

Australian energy company WHL Energy Limited ( ASX: WHN ) (“ WHL Energy ” or “ the Company ”) advises that it has issued the following securities today 19 November 2015:

• 484,949,050 fully paid ordinary shares (ORD) and 121,237,331 WHNOA Listed Options ($0.002, 30 June 2018) in respect of the allotment of final tranche of the rights issue shortfall securities as per Prospectus lodged 14 August 2015 and ASX announcement 8 September 2015;

• 1,450,950 ORD and 362,669 WHNOA ($0.002, 30 June 2018) – placement as per issue price of rights issue shortfall;

• Placement of 680,000,000 ORD in respect of payment for services; and

• 4,964 ORD issued upon conversion of WHNOA ($0.002, 30 June 2018) listed options.

Accordingly the Company gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (the "Corporations Act") that:

1. the above mentioned ordinary shares and options were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

2. as at the date of this notice the Company has complied with:

3. a. the provisions of Chapter 2M Corporations Act as they apply to the Company; and

4. b. section 674 Corporations Act; and

5. as at the date of this notice there is no excluded information" (as defined in subsection 708A(7) of the Corporations Act) which is required to be disclosed by the Company.

Ends

FURTHER INFORMATION

T: +61 8 6500 0271 E: contact@whlenergy.com