ZIMI LIMITED — Interim / Quarterly Report 2014

Feb 3, 2014

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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/MEDIA RELEASE 4 February 2013

REVISED APPENDIX 5B REVISED DISCLOSURE

Australian energy company WHL Energy Limited ( ASX: WHN ) (“ WHL Energy ” or “ the Company ”) has issued a revised Appendix 5B to disclose correctly the entity’s share of the joint operations expenditure. The net effect on cash movement is unchanged from the Appendix 5B released on the 30 January 2014.

The original Appendix 5B released on the 30 January 2014 had incorrectly included the nonoperator’s interest in exploration and evaluation expenditure of $8,799K (at line 1.2(a)) and administration expenditure of $30K (at line 1.2(d)) and the corresponding contribution during the period of $8,289K (at line 1.12).

The revised Appendix 5B now reflects only WHL Energy’s interest in the exploration and evaluation expenditure and administration expenditure categories.

Ends

FURTHER INFORMATION Shareholders/Investors: Media contact: David Rowbottam Colin Hay WHL Energy Ltd Professional Public Relations T: +61 8 6500 0277 T: +61 8 9388 0944 E: contact@whlenergy.com E: colin.hay@ppr.com.au

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 17,345 km[2] exploration area offshore Seychelles, at 100% equity. A world class exploration portfolio and new exploration concepts are being matured in the acreage. In-depth work by WHL Energy has to date identified an initial inventory containing ten, 200 million barrel plus potential targets, which is being expanded to quantify the potential in emerging concept areas.

Further work to develop the leads and targets may include 3D seismic acquisition and geological studies, followed by drilling.

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 40% 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 Company in addition holds 33.33% equity in exploration permit WA-460-P, in the offshore Southern Carnarvon Basin, which contains an extension of the very large Palta Prospect. A Shell led Joint Venture has recently drilled the Palta-1 well in the adjacent block; the data surrounding the result of this well is expected to be made public in 2015.

The Company is also actively investigating growth opportunities in the wider East African region.

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

Consolidated statement of cash flows ABN 25 113 326 524	Quarter ended(“currentquarter”)	Quarter ended(“currentquarter”)
	31 December 2013
1.1 1.3 1.4 1.5 1.6 1.7 Income taxes paid Other - GST paid on joint operations activity 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 Dividends received Interest and other items of a similar nature received Interest and other costs of finance paid	Current quarter $A’000	Year to date (6 months) $A’000
	39 (3,339) - - (760) - 17 - - (1,117)	39 (5,391) - - (1,788) - 48 (1) - (1,117)
	(5,160)	(8,210)
1.10 1.11 1.12 Joint operations contribution Net investing cash flows 1.13 Total operating and investing cash flows 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	- - (9) - - - - - 1,751	- - (32) - - - - - 1,751
	1,742	1,719
	(3,418)	(6,491)
1.14 1.15 1.16 1.17 1.18 1.19 Cash flows related to financing activities Proceeds from issues of shares, options, etc. Proceeds from sale of forfeited shares Proceeds from borrowings Repayment of borrowings Dividends paid Share issue costs Net financing cash flows	713 - 3,000 - - (27)	713 - 3,000 - - (27)
	3,686	3,686
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	2,650 - 268	5,723 - (2,805)
	2,918	2,918

"+ 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
		133
		-
1.25 Amount $A’000 43 84 6 Other 133 - 2.1 2.2 Under the Seismic Option and Farm-in Agreement TAP Oil will pay a maximum of US$ 2.95 million of the JOA approved and budgeted costs incurred in acquiring and processing the Year 2 3D Seismic Program for an option to acquire an initial 10% interest in VIC/P67 permit. These cost are to be paid no later than 31 March 2015. 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 On 28 October 2013, WHL Energy signed a Seismic Option and Farm-in Agreement with Tap Oil Ltd. Under the Seismic Option, following a review of the seismic data, Tap Oil Ltd has the right to exercise the option and acquire a 10% working interest in the VIC/P67. As consideration, Tap Oil will pay a maximum of US$ 2.95 million of the JOA approved and budgeted costs incurred in acquiring and processing the Year 2 3D Seismic Program. If Tap Oil exercises the Seismic Option, Tap Oil will have a further option to acquire a further 10% in the First Well Option. Full details ASX Media Release 18 September 2013. Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest Explanation necessaryfor an understandingof the transactions Payments to Executive Directors and Non- Executive Directors. The breakdown of the amount is as follows:	Explanation necessaryfor an understandingof the transactions
	Amount $A’000 43 84 6 Other 133 - Directors Fees - Non Executive Salary- Executive Directors Superannuation Fees to associates of Non-Executives Payments to Executive Directors and Non- Executive Directors. The breakdown of the amount is as follows:
	On 28 October 2013, WHL Energy signed a Seismic Option and Farm-in Agreement with Tap Oil Ltd. Under the Seismic Option, following a review of the seismic data, Tap Oil Ltd has the right to exercise the option and acquire a 10% working interest in the VIC/P67. As consideration, Tap Oil will pay a maximum of US$ 2.95 million of the JOA approved and budgeted costs incurred in acquiring and processing the Year 2 3D Seismic Program. If Tap Oil exercises the Seismic Option, Tap Oil will have a further option to acquire a further 10% in the First Well Option. Full details ASX Media Release 18 September 2013.
	Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest
	Under the Seismic Option and Farm-in Agreement TAP Oil will pay a maximum of US$ 2.95 million of the JOA approved and budgeted costs incurred in acquiring and processing the Year 2 3D Seismic Program for an option to acquire an initial 10% interest in VIC/P67 permit. These cost are to be paid no later than 31 March 2015.

Financing facilities available

Add notes as necessary for an understanding of the position.

Financing facilities available 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
	3,000**	3,000
	5,000*	-

• This facility was detailed in the market announcement dated 30 November 2013, titled "Company secures Acuity CPA Facility for $5.0M" This facility was detailed in the market announcement dated 5 December 2013, titled "WHL Energy secures US$2.7m Project Funding" with a face value

• ** of US$3.086m.

"+ 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
Total 4.3 Production 4.4 Administration 4.1 Exploration and evaluation 4.2 Development	$A’000
	683
	-
	-
	801
	1,484

Reconciliation of cash
5.1 5.2 5.3 5.4 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 Restricted funds held on behalf of Joint Operation Deposits at call Bank overdraft	Current quarter $A’000	Previous quarter $A’000
	1,482 110 - 1,326	540 2,110 - -
Total: cash at end of quarter(item 1.22)	2,918	2,650

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
			N/A
			N/A

"+ 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 (totals only) 7.12 Unsecured notes (totals only) Issued during quarter Exercised during Lapsed during quarter 7.11 Debentures 7.6 Changes during quarter (a) Increases through issues (b) Decreases 7.4 Changes during quarter (b) Decreases Convertible Debt Secuityat end of the quarter Options - at beginning of the quarter (a) Increases through issues 7.3 Ordinary securities - at beginning of the quarter Performance Rights at beginning of the quarter 7.2 Issued during quarter Exercised during quarter Lapsed during quarter	Total number	Number quoted	Issue price per security (see note 3) (cents)	Amount paid up per security (see note 3) (cents)
	6,000,000	-	Exercise price 0.00 cents	Expiry date 1/07/2015
	Nil	- -
	1,428,198,680	1,428,198,680	Not Required	Not Required
	42,000,000 64,790,827 Nil	42,000,000 64,790,827	Nil 1.10 cents per security
	One convertible note with a face value of US$3,086,000	-	Refer to detailed Note 1 below	Maturity date 31 March 2015
	One convertible note with a face value of US$3,086,000 Nil	- -	Refer to detailed Note 1 below	Maturity date 31 March 2015
	401,734,157 250,000,000 20,000,000 11,400,000	401,734,157 - - -	Exercise price 4.00 cents Exercise price 0.01 cents Exercise price 4.95 cents Exercise price 0.00 cents	Expiry date 30/11/2014 Expiry date 31/12/2013 Expiry date 31/12/2013 Expiry date 1/07/2015
	98,000,000	-	Exerciseprice 1.14 cents	Expiry date 3/12/2017
	Nil	-
	(250,000,000) (20,000,000)	- -	Exercise price 0.01 cents Exercise price 4.95 cents	Expiry date 31/12/2013 Expiry date 31/12/2013
	Nil
	Nil

* No conversion has occurred at the end of the quarter

Note 1: The Debt Instrument bears interest at a rate of 12% per annum and is secured by a general security interest over all of the assets of the Company.

The Debt Instrument shall not be convertible prior to 1 January 2014. No More than one third of its face value may be converted between 1 January 2014 and 1 May 2014. The Debt Instrument shall be convertible: (a) at any time thereafter into the number of new Ordinary Shares of the Company determined by dividing the Principal Amount to be converted by 130% the average of the daily VWAPs per share during the 20 trading days prior to 4 December 2013; or (b) at the Investor’s election(but only as up to US$1,543,000), or where there has occurred an event of default, 90% of the average of the five daily VWAPs per share during a specified period prior to the conversion date of the Debt Instrument (Issuance Price A); or 130% of the average of the daily VWAPs per share during a specified period before the date of the default.

"+ 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: Date: 4 February 2014 (Managing 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