ZIMI LIMITED — Share Issue/Capital Change 2013

Dec 4, 2013

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

Name of entity

WHL Energy Ltd

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 be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Ordinary fully paid shares (Ordinary Shares) Unlisted options over Ordinary Shares (Options) Debt Instrument(Debt Instrument)
	42,000,000 Ordinary Shares 98,000,000 Options exercisable at A$0.014 per Option into Ordinary Shares on or before 3 December 2017 Debt Instrument with a face value of US$3,086,000

Appendix 3B New issue announcement

3 Principal terms of the[+] securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Ordinary Shares Ordinary Shares will rank pari passu with existing Ordinary Shares. Options

The Options will be exercisable at A$0.014 per Option into Ordinary Shares on or before 3 December 2017. The Options will not be quoted. On exercise of the Options, the Ordinary Shares issued will rank pari passu with existing Ordinary Shares. Debt Instrument

The face value of the Debt Instrument is US$3,086,000 (the Principal Amount ). 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.

The Company may settle any interest payment on the Debt Instrument through the issue of the number of new Ordinary Shares of the Company determined by dividing the amount of the interest payment to be settled by Issuance Price A.

The Ordinary Shares issued upon conversion of the Debt Instrument will rank pari passu with existing Ordinary Shares.

The Debt Instrument does not carry any voting rights at meetings of shareholders of the Company, and has no rights of participation in any rights issues undertaken by the Company prior to the conversion of the Debt Instrument.

• See chapter 19 for defined terms.

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4 Do the +securities rank The Ordinary Shares will rank pari passu with existing equally in all respects from Ordinary Shares. the date of allotment with an existing[+] class of quoted The Options will not be quoted. On exercise of the +securities? Options, the Ordinary Shares issued will rank pari passu with existing Ordinary Shares. If the additional securities do not rank equally, please On conversion of the Debt Instrument, the Ordinary state:

On conversion of the Debt Instrument, the Ordinary Shares will rank pari passu with existing Ordinary Shares.

• 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

42,000,000 Ordinary Shares – A$357,500. The Options are issued for nil consideration. US$2,700,000 for the Debt Instrument

6 Purpose of the issue The Ordinary Shares and Options were issued to (If issued as consideration secure the Tap Oil Trade Financing Agreement, details for the acquisition of of which were announced to the market 21 October assets, clearly identify 2013. those assets)

The purpose of the issue of the Debt Instrument is to raise capital for the Company’s expenditure on VIC/P67.

6a Is the entity an[+] eligible Yes 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 22 November 2013 resolution under rule 7.1A was passed

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6c Number of +securities 42,000,000 Ordinary Shares issued without security 98,000,000 Options exercisable at A$0.014 per Option holder approval under rule into Ordinary Shares on or before 3 December 2017 7.1 6d Number of +securities N/A issued with security holder approval under rule 7.1A 6e Number of +securities N/A issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued N/A under an exception in rule 7.2 6g If securities issued under N/A 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 N/A under rule 7.1A for noncash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s Refer Annexure 1 remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering[+] securities 4 December 2013 into uncertificated holdings or despatch of certificates

• See chapter 19 for defined terms.

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8 Number and +class of all +securities quoted on ASX (_including_the securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including_the securities in section 2 if applicable)	Number	+Class
	1,470,198,680 401,734,157	Fully paid ordinary shares (WHN) Options (exercisable at $0.04 on or before 30 Nov 2014)(WHNOA)
	Number	+Class
	250,000,000* 20,000,000 11,400,000 6,000,000 98,000,000	Unlisted options (WHNAO (exercisable at $0.0001 on or before 31 December 2013) Unlisted options ESOP (SERIES 1) (WHNAI) (exercisable at $0.0495 on or before 31 December 2013) Unlisted options ESOP (SERIES 5) (WHNAI) (automatic vesting 40% 1/7/14, 20% 1/7/15) Unlisted Performance rights (WHNAS) (automatic vesting 40% 1/7/14, 20% 1/7/15) Options exercisable at A$0.014 per Option into Ordinary Shares on or before 3 December 2017 Debt Instrument with a face value of US$3,086,000

• The WHNAO Unlisted Options will not vest and become exercisable unless:

(1) the Company (or one of its subsidiaries) has entered into one or more binding farmin agreements with one or more third parties under which the famine/s’ have a

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

• collective obligation to spend the greater of $10,000,000 or 50% of the Work Commitment on the Licences; or

• (2) the volume weighted average price of the Company’s shares as traded on the ASX is at least 10 cents or more for ten (10) consecutive trading days,

in either case prior to the Expiry Date.

For the avoidance of doubt, if one or more of the above events does not occur prior to the Expiry Date, the WHNAO Unlisted Options will immediately lapse.

• 1 Dividend policy (in the case of 0 a trust, distribution policy) on the increased capital (interests)

The Company’s dividend policy remains unchanged.

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.	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

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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 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? 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)?	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

33 +Despatch date Not applicable.

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

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

• See chapter 19 for defined terms.

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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

• 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.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

• 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: ............................................................ Date: 4 December 2013 (Company Secretary)

Print name: Ian Hobson

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

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

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
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Insert number of fully paid ordinary 1,407,038,386
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities 20,425,000
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
Subtract the number of fully paid ordinary Nil
securities cancelled during that 12 month
period
“A” 1,428,198,680
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• See chapter 19 for defined terms.

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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	214,229,802
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	42,000,000 Ordinary Shares (3/12/2013) 98,000,000 Options exercisable at A$0.014 per Option into Ordinary Shares on or before 3 December 2017 (3/12/2017)
“C”	140,000,000
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	214,229,802
Subtract“C” Note: number must be same as shown in Step 3	140,000,000
Total[“A” x 0.15] – “C”	74,229,802 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Part 2	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” Note: number must be same as shown in Step 1 of Part 1	1,428,198,680
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	142,819,868
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of equity securities issued 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	Nil
“E”	Nil

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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	142,819,868
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	142,819,868 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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