ZIMI LIMITED — Share Issue/Capital Change 2011

Feb 28, 2011

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

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). 000

1 +Class of+securities issued or to be issued	(1) Ordinary shares (2) 30 June 2012 listed options (3) 30 September 2013 unlisted options (4) 30 September 2013 unlisted options (5) 31 December 2013unlisted options

• 2 Number of[+] securities issued or (1) 150,000,000 to be issued (if known) or (2)a. 10,000,000 maximum number which may be (2)b. 60,000,000 issued (2)c. 60,000,000 (3) 5,000,000 (4) 5,000,000 (5) 250,000,000

• 3 Principal terms of the[+] securities (1) Fully paid ordinary shares (eg, if options, exercise price and (2)$0.075 expiry date 30 June 2012 expiry +securities, date; if the partly amount paid (3) $0.05 expiry date 30 September 2013 (4) $0.075 expiry date 30 September 2013

• outstanding and due dates for payment; if +convertible (5) $0.0001 expiry date 31 December 2013 securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 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 5 Issue price or consideration	(1) Yes WHN (2) Yes WHNO (3) No (4) No (5) No Items (3), (4) and (5) will rank equally with WHN once exercised on or before the expiry date listed at section 3 above. Items (3), (4) and (5) do not participate in dividends or interest payments until if and when they form part of class WHN
	(1) part consideration for acquisition of Seyco Energy Pty Ltd as detailed in the Notice of General Meeting dated 24 December 2010 (2)a. $0.001, (2)b. $0.01, (2)c. part consideration for acquisition of Seyco Energy Pty Ltd as detailed in the Notice of General Meeting dated 24 December 2010 (3) Nil (4) Nil (5) part consideration for acquisition of Seyco Energy Pty Ltd as detailed in the Notice of General Meeting dated 24 December 2010

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)	(1),(2)c. and (5): consideration for acquisition of Seyco Energy Pty Ltd pursuant to Resolution 1 approved by shareholders at a General Meeting held on 28 January 2011 (2)a. issue of options to directors pursuant to Resolutions 3 and 4 approved by shareholders at a General Meeting held on 28 January 2011, (2)b. to raise $600,000 for working capital pursuant to Resolution 6 approved by shareholders at Annual General Meeting held on 30 November 2010 (3) and (4): Pursuant to capital raising and corporate advisory engagement with Hartleys	(1),(2)c. and (5): consideration for acquisition of Seyco Energy Pty Ltd pursuant to Resolution 1 approved by shareholders at a General Meeting held on 28 January 2011 (2)a. issue of options to directors pursuant to Resolutions 3 and 4 approved by shareholders at a General Meeting held on 28 January 2011, (2)b. to raise $600,000 for working capital pursuant to Resolution 6 approved by shareholders at Annual General Meeting held on 30 November 2010 (3) and (4): Pursuant to capital raising and corporate advisory engagement with Hartleys	(1),(2)c. and (5): consideration for acquisition of Seyco Energy Pty Ltd pursuant to Resolution 1 approved by shareholders at a General Meeting held on 28 January 2011 (2)a. issue of options to directors pursuant to Resolutions 3 and 4 approved by shareholders at a General Meeting held on 28 January 2011, (2)b. to raise $600,000 for working capital pursuant to Resolution 6 approved by shareholders at Annual General Meeting held on 30 November 2010 (3) and (4): Pursuant to capital raising and corporate advisory engagement with Hartleys
	(1) 28 February 2011 (2) 28 February 2011 (3) 28 February 2011 (4) 28 February 2011 (5)28 February2011
	Number		+Class
	849,088,386 169,808,346		Ordinary sharesWHN 30 June 2012 options WHNO
	Number	+Class
	1,000,000 5,000,000 5,000,000 250,000,000	Unlisted options WHNAI ($0.055, 31 Aug 2012) Unlisted optionsWHNAK ($0.05, 30 Sept 2013) Unlisted optionsWHNAM ($0.075, 30 Sept 2013) Unlisted optionsWHNAO ($0.075, 31 Dec 2013)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 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? 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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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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 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?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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31 How do[+] security holders sell N/A part of their entitlements through a broker and accept for the balance?

• 32 How do[+] security holders dispose N/A of their entitlements (except by sale through a broker)?

• 33 +Despatch date N/A

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

1,001 - 5,000

5,001 - 10,000 10,001 - 100,000 100,001 and over

• See chapter 19 for defined terms.

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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

• 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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

• 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 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.

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Sign here: ............................................................ 1 March 2011 (Company secretary) Print name: Matthew Edmondson

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• See chapter 19 for defined terms.

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