ZIMI LIMITED — Proxy Solicitation & Information Statement 2010

Apr 26, 2010

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WHL Energy Ltd C/- Websters Solicitors ABN: 25 113 326 524 Level 11, 37 Bligh Street Sydney NSW 2000 Australia P: +61 2 9233 2688 F: +61 2 9233 3828 www.whlenergy.com

27 April 2010

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of shareholders of WHL Energy Limited (‘the Company’) will be held at Gould Ralph, Level 42, Suncorp Place , 259 George Street, Sydney NSW 2000 on Thursday 27 May 2010 at 11:00am to consider the following resolutions:

General Business

1. Approval of Non Renounceable rights issue to shareholders

To consider and, if thought fit, to pass as an ordinary resolution:

‘THAT, for the purposes of ASX Listing Rule 7.1 and for all other purposes the non-renounceable right to apply for 73,075,785 options to take up ordinary shares in the capital of the Company on the basis of one option for every four shares held therein pro rata to all shareholders in the Company as at 7 June 2010 on the terms and conditions contained in a prospectus lodged with Australian Securities and Investments Commission on 23 April 2010 and the listing of such options on the ASX Official List is approved and authorised.’

2. Authority to Issue Shares

‘That, for the purpose of ASX Listing Rules 7.1 and 7.3 and Section 708(8)and Section 708(11) of the Corporations Act, and for all other purposes, the Directors be authorised to make placements of up to 43,800,000 fully paid ordinary shares at price(s) to be determined by the Directors of the Company, but not at less than 80% of the average ASX market price over the five days on which sales in the securities were recorded preceding the date of such placement(s), within 3 months from the date of this meeting to such professional and sophisticated investors as the directors may determine, as defined in the Corporations Act, other than related parties.’

Shareholders should read the Explanatory Statement set out below before determining their vote on this resolution.

Voting Exclusion Statement

In accordance with ASX Listing Rule 14.11 the Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and an associate of that person.

However, the Company need not disregard a vote if:

• a) It is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• b) It is cast by the person chairing the meeting as proxy for a person who is entitled to vote in accordance with the direction on the proxy form to vote as the proxy decides.

3. Authority to Issue Options

‘That, for the purpose of ASX Listing Rules 7.1 and 7.3 and Section 708(8)and Section 708(11) of the Corporations Act, and for all other purposes, the Directors be authorised to make placements of up to 40,000,000 listed options at $0.001 each, within 3 months from the date of this meeting to such professional and sophisticated investors as the directors may determine, as defined in the Corporations Act, other than related parties.’

Shareholders should read the Explanatory Statement set out below before determining their vote on this resolution.

Voting Exclusion Statement

In accordance with ASX Listing Rule 14.11 the Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and an associate of that person.

However, the Company need not disregard a vote if:

• c) It is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• d) It is cast by the person chairing the meeting as proxy for a person who is entitled to vote in accordance with the direction on the proxy form to vote as the proxy decides.

By Order of the Board

Ian Mitchell Company Secretary

Voting and Proxies

Determination of entitlement to vote

The Company has determined, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth) , The Company’s shares quoted on ASX and listed at 7:00pm (Sydney time) on 24 May 2010, will be taken, for the purposes of the general meeting, to be held by the persons who held them at that time. Accordingly those persons are entitled to attend and vote at the meeting.

Proxies

1. A shareholder who is entitled to attend and cast two or more votes at the meeting may appoint up to two proxies to attend and vote on behalf of that shareholder. A shareholder entitled to cast one vote may appoint one proxy. If you require an additional proxy form, please contact Gould Ralph Pty Limited on +61 2 9032 3000.

2. If a shareholder appoints two proxies, the appointment of the proxies may specify the proportion or the number of that shareholder’s votes that each proxy may exercise. If the appointment does not so specify, each proxy may exercise half of the votes. Fractions of votes will be disregarded.

3. If a shareholder appoints one proxy, that proxy may, subject to the Corporations Regulations 2001 (Cth) , vote on a show of hands. Where a shareholder appoints more than one proxy, neither proxy is entitled to vote on a show of hands. A proxy may demand or join in demanding a poll.

4. A proxy need not be a shareholder of the Company.

5. To be effective, the Company must receive the completed proxy form and, if the form is signed by the shareholder’s attorney, the authority under which the proxy form is signed (or a certified copy of the authority) by no later than 11:00am (Sydney time) on 25 May 2010.

6. Proxies may be lodged with The Company:

7. By mail to Gould Ralph Pty Limited using the enclosed reply envelope to Level 42, Suncorp Place, 259 George Street, Sydney or

8. By Facsimile to Gould Ralph Pty Limited on +61 2 9032 3088; or

9. By Facsimile to WHL Energy Limited’s registered office on +61 2 9233 3828

10. By Delivery to WHL’s registered office at Websters Solicitor, Level 11, 37 Bligh Street, Sydney NSW 2000

11. Proxies given by corporate shareholders must be executed in accordance with their constitutions, or signed by a duly authorised officer or attorney.

12. A proxy may decide whether to vote on any motion, except where the proxy is required by law or the constitution to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed how to vote on an item of business, the proxy may vote on that item only in accordance with the direction. If a proxy is not directed how to vote on an item of business, the proxy may vote as he or she thinks fit.

13. If a shareholder appoints the chairperson of the meeting as the shareholder’s proxy and does not specify how the chairperson is to vote on an item of business, the chairperson will vote, as proxy for the shareholder, in favour of that item on a poll.

EXPLANATORY MEMORANDUM

1. Resolution 1 – Approval of Non Renounceable Rights Issue

The terms and conditions of options for the issue of which the approval of shareholders is sought pursuant to this resolution are as set out in Rights Issue Prospectus lodged with ASIC on 23 April 2010.

Listing Rules 7.1 and 7.3 of the ASX Listing Rules require certain information to be contained in the notice of meeting and explanatory memorandum where shareholders are to consider a resolution pursuant to Listing Rule 7.1. This information is set out below.

• (a) The maximum number of securities to be issued: the maximum number of Options to be issued is 73,075,785.

• (b) The date by which the securities will be issued: no later than three months from the date of shareholder approval, and in any event before 2 June 2010 (subject to shareholder approval).

• (c) The issue price of the securities: the issue price of the Options will be $0.01 per option.

• (d) The names of the allottees: Non renounceable rights to the options are to be made to all shareholders of the Company on the record date on the basis of one option per four shares held on that date.

• (e) The terms of the securities: the Options have an exercise price of $0.10 each and an expiry date of 31 October 2011

• (f) The intended use of the funds received: the funds raised from the issue and exercise of the Options will be used to fund the Company’s oil and gas production projects and for working capital requirements

• (g) The dates of allotment or a statement that allotment will occur progressively: the Options will be issued within three days of shareholder approval.

The Directors unanimously recommend that Shareholders vote in favour of the Resolution. The Chairman intends to vote undirected proxies in favour of this Resolution.

2. Resolution 2 – Authority to Issue Shares

In accordance with ASX Listing Rule 7.3 the Company discloses

• a) The maximum number of securities to be issued pursuant to this resolution is 43,800,000

• b) The date of allotment and issue of the securities will be as soon as practicable but in any event no later than three months from the date of this meeting.

• c) The issue price of the securities will be a price not less than 80% of the average ASX market price of ordinary shares of the Company over the five days on which sales in the securities were recorded preceding the date of the issue thereof

• d) The allottees of the securities are not known at this time but will be such persons or entities who are professional and sophisticated investors as the Directors may determine as defined in the Corporations Act, other than related parties

• e) The funds to be raised from the placements of the shares will be applied towards the acquisition and development of oil and gas assets of and for the Company.

• f) The securities will rank pari passu with all other ordinary shares issued by the Company

Basis of Share Issue

Pursuant to Resolution 2 the Company is seeking approval for the issue and allotment of up to 43,800,000 shares which may be released periodically over the next three months. The details of

each issue, including date and number of shares, will be determined by the Board. There is at present no definite basis on which Directors will decide who the allottees will be. If any issue of

shares is to be made, Directors will allot the shares to Investors who are prepared to take up shares at not less than the minimum issue price. The minimum issue price will be 80% of the average market price for the Company’s securities traded on the ASX. The average market price will be calculated over the last five days on which sales were recorded on the ASX before the day on which the issue(s) will be made, in accordance with ASX Listing Rule 7.3.3. Such shares may not be issued or allotted to related parties as to do so would require, inter alia, the issue of a product disclosure statement.

Purpose of Share Issue

Whilst the amount of funds to be raised pursuant to this resolution are not as yet ascertainable, the intention is to apply all of such funds, less any costs of fund raising, to the acquisition and development of oil and gas assets of and for the Company.

3. Resolution 3 – Authority to Issue Options

In accordance with ASX Listing Rule 7.3 the Company discloses

• a) The maximum number of securities to be issued pursuant to this resolution is 40,000,000 options

• b) The date of allotment and issue of the securities will be as soon as practicable but in any event no later than three months from the date of this meeting.

• c) The issue price of the securities will be $0.001 per option and the exercise price thereof will be $0.10

• d) The allottees of the securities are not known at this time but will be such persons or entities who are professional and sophisticated investors as the Directors may determine as defined in the Corporations Act, other than related parties

• e) The funds to be raised from the placements of the options will be applied towards the acquisition and development of oil and gas assets of and for the Company.

• f) The securities will rank pari passu with all other ordinary options issued by the Company g) The exercise date of the options will be 31 October 2011. The options will be issued subject to the same terms and conditions as those options referred to in Resolution 1.

Basis of Option Issue

Pursuant to Resolution 3 the Company is seeking approval for the issue and allotment of up to 40,000,000 options which may be released periodically over the next three months. The details of each issue, including date and number of options, will be determined by the Board. There is at present no definite basis on which Directors will decide who the allottees will be. Such options may not be issued or allotted to related parties as to do so would require, inter alia, the issue of a product disclosure statement. These options will be issued at $0.001 each and exercisable by 31 October 2011 at $0.10 each.

Purpose of Option Issue

The funds to be raised pursuant to this resolution are $40,000. The intention is to apply all of such funds to the acquisition and development of oil and gas assets of and for the Company and is an incentive to professional and sophisticated investors to take up placements of shares in the Company.

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WHL Energy Ltd C/- Websters Solicitors ABN: 25 113 326 524 Level 11, 37 Bligh Street Sydney NSW 2000 Australia P: +61 2 9233 2688 F: +61 2 9233 3828 www.whlenergy.com

FORM OF PROXY

I/we . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

being a member/members of WHL Energy Limited HEREBY APPOINT

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..

or failing him, the Chairman of the Meeting, as my/our Proxy to vote for me/us and on my/our behalf at the General Meeting of Members of the Company to be held at 11.00 am on 27 May 2010 and at any adjournment thereof.

The Proxy is directed by me/us to vote as indicated by the marks in the appropriate boxes below:

RESOLUTION	RESOLUTION	FOR	AGAINST	ABSTAIN
1.	Approval of Non Renounceable Rights
	Issue to Shareholders	�	�	�
2.	Authority to Issue Shares	�	�	�
3.	Authority to Issue Options	�	�	�

If no directions are given, the Proxy may vote as the Proxy thinks fit or may abstain. If you mark the abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on poll.

Important:

If you do not wish to direct your Proxy how to vote, please place a mark in the box: � By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. The Chairman intends to vote undirected proxies in favour of each item.

If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to � direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in the box. By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution/s and that votes cast by the Chair of the meeting for those resolutions other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

If you do not wish to direct your Proxy how to vote, please place a mark in the box: By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. The Chairman intends to vote undirected proxies in favour of each item.

Dated this . . . . . . day of . . . . . . . . . . . . . . . . . . . . . . 2010.

Signatures of Member(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

THE COMMON SEAL of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A.C.N. . . . . . . . . . . .

was hereunto affixed in accordance with its Constitution in the presence of:

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Director Secretary