ZIMI LIMITED — Interim / Quarterly Report 2012

Jul 30, 2012

Rule 5.3

Appendix 5B

Mining exploration entity quarterly report

Introduced 01/07/96 Origin Appendix 8 Amended 01/07/97, 01/07/98, 30/09/01, 01/06/10, 17/12/10

Name of entity

WHL ENERGY LIMITED

ABN 25 113 326 524 Consolidated statement of cash flows	Quarter ended(“currentquarter”)	Quarter ended(“currentquarter”)
	30 June 2012
1.1 1.3 1.4 1.5 1.6 1.7 Dividends received Interest and other items of a similar nature received Interest and other costs of finance paid Income taxes paid Other - Net Operating Cash Flows Cash flows related to operating activities Receipts from product sales and related debtors 1.2 Payments for (a) exploration & evaluation (b) development (c) production (d) administration	Current quarter $A’000	Year to date (9 months) $A’000
	- (792) - - (1,127) - 44 - - 24	165 (4,650) - - (4,256) - 202 - - 41
	(1,851)	(8,498)
1.10 1.11 1.12 1.9 Proceeds from sale of: (a) prospects (b) equity investments (c) other fixed assets Loans to other entities Loans repaid by other entities Cash flows related to investing activities 1.8 Payment for purchases of: (a) prospects (b) equity investments (c) other fixed assets Other (provide details if material) Net investing cash flows 1.13 Total operating and investing cash flows	- - (31) - 91 - - - -	(22) - (268) 29 91 - - - -
	60	(170)
	(1,791)	(8,668)
1.14 1.15 1.16 1.17 1.18 1.19 Proceeds from borrowings Repayment of borrowings Dividends paid Share issue costs Net financing cash flows Cash flows related to financing activities Proceeds from issues of shares, options, etc. Proceeds from sale of forfeited shares	7,940 - - - - (504)	8,404 - - - - (968)
	7,436	7,436
1.20 1.21 Exchange rate adjustments to item 1.20 1.22 Cash at end of quarter Net increase (decrease) in cash held Cash at beginning of quarter/year to date	2,531 - 5,645	9,409 - (1,232)
	8,177	8,177

*The Group reclassified the advances made to other entities in previous quarters to reflect the acquisition of Seyco on 28 February 2011.

"+ See chapter 19 for defined terms.

Appendix 5B Page 1

Appendix 5B Mining exploration entity quarterly report

Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities

1.24 1.23	Aggregate amount of loans to the parties included in item 1.10 Aggregate amount of payments to the parties included in item 1.25	Currentquarter
		$A'000
		312
		-
1.25 Amount $A’000 32 254 26 312 - 2.1 2.2 Explanation necessaryfor an understandingof the transactions Payments to Executive Directors and Non- Executive Directors. The breakdown of the amount is as follows: N/A Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest N/A Financing facilities available Directors Fees - Non Executive Salary- Executive Directors Superannuation Fees to associates of Non-Executives Non-cash financing and investing activities Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but didnotinvolve cash flows	Explanation necessaryfor an understandingof the transactions
	Amount $A’000 32 254 26 312 - Payments to Executive Directors and Non- Executive Directors. The breakdown of the amount is as follows: Directors Fees - Non Executive Salary- Executive Directors Superannuation Fees to associates of Non-Executives

Add notes as necessary for an understanding of the position.

3.2 Credit standby arrangements 3.1 Loan facilities	Amount available $A’000	Amount used $A’000
	-	-
	-	-

"+ See chapter 19 for defined terms.

Appendix 5B Page 2

Appendix 5B Mining exploration entity quarterly report

Estimated cash outflows for next quarter

Estimated cash outflows for next quarter
4.3 Production 4.4 Administration 4.1 Exploration and evaluation 4.2 Development Total	$A’000
	2,480
	-
	-
	1,125
	3,605

Reconciliation of cash

Reconciliation of cash
5.1 5.2 5.3 5.4 Deposits at call Bank overdraft Other(provide details) Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows. Cash on hand and at bank	Current quarter $A’000	Previous quarter $A’000
	2,961 5,216 - -	2,170 361 - -
Total: cash at end of quarter(item 1.22)	8,177	2,531

Changes in interests in mining tenements

6.1 Interests in mining tenements relinquished, reduced or lapsed 6.2 Interests in mining tenements acquired or increased	Tenement reference	Nature of interest (note(2))	Interest at beginning of quarter	Interest at end of quarter
	Beacher Lease Stephen Bennett P Krueger Lease G Mullen Lease Samp Lease Underwood 6 Underwood 31 Richard Bennet Frank Amershek Ernst Amershek	100% WI 50% WI 100% WI 100% WI 100% WI 100% WI 100% WI 100% WI 100% WI 100% WI	100% WI 50% WI 100% WI 100% WI 100% WI 100% WI 100% WI 100% WI 100% WI 100% WI	Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
	VIC/P67	100% working interest in permit	Nil	100%

"+ See chapter 19 for defined terms.

Appendix 5B Page 3

Appendix 5B Mining exploration entity quarterly report

Issued and quoted securities at end of current quarter

Description includes rate of interest and any redemption or conversion rights together with prices and dates.

7.1 7.5 7.7 7.8 7.9 7.10 7.3 +Ordinary securities Preference 7.2 Changes during quarter (a) Increases through (b) Decreases through 7.6 Changes during quarter (a) Increases through (b) Decreases through Options (description 7.4 Changes during quarter (a) Increases through (b) Decreases through +Convertible debt (totals only) 7.12 Unsecured notes (totals only) Issued during quarter Exercised during Lapsed during quarter 7.11 Debentures	Total number	Number quoted	Issue price per security (see note 3) (cents)	Amount paid up per security (see note 3) (cents)
	Nil
	Nil
	1,226,588,386	1,226,588,386	Not Required	Not Required
	180,450,000 Nil	180,450,000	Issue price 4.4 cents	7,939,800
	Nil	Nil
	Nil
	169,808,346 5,000,000 5,000,000 250,000,000 4,550,000 35,000,000 5,000,000 2,000,000	169,808,346 - - - - - - -	Exercise price 7.5 cents Exercise price 5.0 cents Exercise price 7.5 cents Exercise price 0.01 cents Exercise price 3.92 cents Exercise price 4.95 cents Exercise price 8.5 cents Exerciseprice 8.5 cents	Expiry date 30/06/2012 Expiry date 30/09/2013 Expiry date 30/09/2013 Expiry date 31/12/2013 Expiry date 31/07/2013 Expiry date 31/12/2013 Expiry date 31/08/2013 Expirydate 31/08/2013
	Nil	Nil
	Nil	Nil
	(169,808,346)	(169,808,346) Exercise price7.5 cents		Expiry date 30/06/2012
	Nil
	Nil

"+ See chapter 19 for defined terms.

Appendix 5B Page 4

Appendix 5B Mining exploration entity quarterly report

Compliance statement

1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 5).

• 2 This statement does give a true and fair view of the matters disclosed.

Sign here:

==> picture [101 x 22] intentionally omitted <==

Date: 31 July 2012

(Finance Director)

David Rowbottam

Notes

• 1 The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

• 2 The “Nature of interest” (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2.

• 3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid 4 The definitions in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report.

• 5 Accounting Standards ASX will accept, for example, the use of International Financial Reporting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

"+ See chapter 19 for defined terms.

Appendix 5B Page 5