The Offer opens on 17 July 2015 and closes at 5.00pm (AWST) on 28 July Valid acceptances must be received before that time.

Transcription

1 OILEX LTD ABN (ASX/AIM: OEX) Offer Booklet Details of a 1 for 4 fully underwritten renounceable pro-rata offer of ordinary shares in Oilex Ltd at an offer price of A$0.041 or 0.02 per New Share to raise approximately A$7 million. The Offer opens on 17 July 2015 and closes at 5.00pm (AWST) on 28 July Valid acceptances must be received before that time. Not for release, publication or distribution, directly or indirectly, in whole or in part, into or within the United States or to U.S. Persons. Important Notice This is an important document which is accompanied by an Entitlement and Acceptance Form. Both documents should be read in their entirety. If you have questions please contact your professional advisor or the Offer Information Line on (within Australia) or (from outside of Australia) between 8.30am and 5.00pm (AWST) Monday to Friday, or for Depositary Interest Holders, please call Computershare Investor Services PLC on +44 (0) between 9.00am and 5.00pm (GMT) on any London business day page 1

2 1 Contents Section Page Details of the Offer 3 How to apply 6 Announcement 12 Important information 21 Glossary 34 Corporate directory 39 Important Notice This Offer Booklet, including the Announcement reproduced in it and the Entitlement and Acceptance Form, does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. In particular, this Offer Booklet and anything contained in it does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. None of this Offer Booklet, the Announcement reproduced in it or the Entitlement and Acceptance Form may be distributed or released into or within the United States or to U.S. Persons. The New Shares offered in the Offer have not been, and will not be, registered under the Securities Act or under any applicable securities laws of any State or other jurisdiction of the United States. The Entitlements, New Shares (and Additional Shares) may not be offered, sold, taken up, exercised, resold, pledged, renounced, transferred or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, U.S. Persons, except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and any other applicable securities laws of any State or other jurisdiction of the United States. The New Shares are being offered and sold outside the United States to persons that are not U.S. Persons, or acting for the account or benefit of, U.S. Persons, in reliance on Regulation S under the Securities Act page 2

3 2 Details of the Offer 2.1 Overview of the Offer Oilex intends to raise up to approximately A$7 million (before expenses) under the Offer. Eligible Shareholders are being offered the opportunity to apply for 1 New Share for every 4 existing Shares held at 5.00pm (AWST) on 14 July 2015 or 5.00pm (GMT) on 14 July 2015 for Depositary Interest Holders) (i.e. the Record Date), at the Offer Price of A$0.041 (or 0.02 for Depositary Interest Holders) per New Share. Shareholders are also being offered the opportunity to apply for Shares in excess of their Entitlement (Additional Shares) (refer to section 2.7). New Shares (and any Additional Shares) issued under the Offer, and any Additional Shares issued under the shortfall facility referred to in Section 2.7 below, will be issued on a fully paid basis and will rank equally in all respects with existing Shares from their date of issue. 2.2 Use of Funds Completion of the Offer will result in an increase in cash in hand of up to approximately A$7 million (before the payment of costs associated with the Offer). The funds raised from the Offer will be applied towards Oilex s 2015/16 work programme in India, minimum work commitments in the Canning Basin and working capital. 2.3 Key dates* Event Date Record date for determining ASX shareholders entitlements to participate in the Offer (5.00pm AWST) Record date for determining AIM Depositary Interest Holders entitlements to participate in the Offer (5.00pm GMT) 14 July July 2015 The Offer opens 17 July 2015 Rights trading ends on ASX 21 July 2015 New Shares trade on a deferred settlement basis on ASX 22 July 2015 The Offer closes for ASX Shareholders and AIM Depositary Interest Holders Issue and allotment of New Shares (or Depositary Interests in respect of New Shares) 28 July 2015 at 5.00pm 5 August 2015 Normal trading of New Shares (and Depositary Interests in respect of New Shares) on ASX and AIM 6 August 2015 *Unless otherwise stated, all times and dates refer to Australian Western Standard Time (AWST) and are subject to change without notice. Oilex reserves the right, subject to the Corporations Act, ASX Listing Rules, AIM Rules and other applicable laws to vary the dates of the Offer, including extending the Offer or accepting late applications, either generally or in particular cases, without notice. Applicants are encouraged to submit their Entitlement and Acceptance Forms as soon as possible after the Offer opens page 3

4 2 Details of the Offer 2.4 Who may participate The Offer is only open to Eligible Shareholders. Please refer to sections 5.1 and 5.2 of the Important Information section to see if you are eligible. 2.5 What Eligible Shareholders may do If you are an Eligible Shareholder you may take any of the following actions: take up all of your Entitlement (refer to section 3.2); take up all of your Entitlement and apply for Additional Shares (refer to section 2.7); take up some of your Entitlement and allow the balance of your Entitlement to lapse (in which case you will not receive any New Shares in respect of the part of the Entitlement you have allowed to lapse); sell or transfer some or all of your Entitlement (refer to section 2.6); or do nothing and allow all of your Entitlement to lapse (in which case you will not receive any New Shares under the Offer or any value for your Entitlement). Please consider the Offer in light of your particular investment objectives and circumstances before taking any of the above actions. If you have any queries or are uncertain about any aspects of the Offer please consult with your stockbroker, accountant or other independent financial advisor. In particular, please refer to Important Information section of this booklet and particular section 5.13 for the Key Risks. 2.6 Entitlements Trading Trading Your Entitlement Eligible Shareholders will be able to trade their Entitlement on ASX. Entitlement trading commenced on 10 July 2015 and will end on 21 July Eligible Shareholders will need to contact their broker to sell all or part of their Entitlement. If you wish to sell any or all of your Entitlement on ASX you will need to instruct a stockbroker to sell the Entitlement you wish to renounce using the Instructions to Stockbroker panel on your Entitlement and Acceptance Form. There will be no Entitlement trading on AIM. Therefore, if you are an Eligible Shareholder (who is also a Depositary Interest Holder) and you wish to trade your Entitlement, you will be required to transfer your Entitlement to an Australian registered stockbroker who is able to trade securities on the ASX. This is only available to Shareholders whose Entitlements are registered under a HIN and have completed a share transfer form (which can be requested from Computershare Investor Services PLC on +44 (0) ) which is received by the UK Depositary before 21 July 2015 (AWST). Should Depositary Interest Holders not have an established account with an Australian stockbroker, they should contact Oilex for the contact details of Australian brokers (however Oilex shall not assume any liability for any arrangements between any Depositary Interest Holder and any such Australian brokers). The price you will receive for your Entitlement will depend on market conditions. The market price for Entitlements may be different to the Offer Price and reflects the value the market places on the Entitlement. There is no guarantee that you will be able to sell your Entitlements page 4

5 2 Details of the Offer Transferring Your Entitlement You may transfer all or some of your Entitlement to another person other than on ASX. To transfer all or some of your Entitlement, you will need to contact your CHESS Controlling Participant (usually your stockbroker) and follow their instructions. Alternatively, complete a Renunciation and Transfer form (which can be obtained from the Share Registry) and return it, together with the purchaser s cheque for the Entitlement they wish to take up, so that it is received by the Share Registry no later than 5:00pm (AWST) on Tuesday, 28 July Shortfall facility Eligible Shareholders may apply for Additional Shares (which are New Shares that are not taken up by Eligible Shareholders) in excess of their Entitlement. There is no guarantee you will receive the number of Additional Shares applied for, if any. The allocation of any Additional Shares will be limited to the extent that there are sufficient New Shares from Eligible Shareholders who do not take up their full Entitlement (ie there is a shortfall). The Board reserves the right to issue the shortfall at its absolute discretion (including to investors who are not Eligible Shareholders), and may apply any scale-back to applications for Additional Shares in its absolute discretion. 2.8 Enquiries If you have any questions, please call the Offer Information Line on (calls from within Australia) or calls from outside Australia at any time from 8.30am to 5.00pm (AWST) Monday to Friday during the Offer Period, or consult your stockbroker, accountant or other independent professional adviser. For Depositary Interest Holders, please call Computershare Investment Services PLC on +44 (0) between 9.00am and 5.00pm (GMT) on any London business day. 2.9 Website Information about Oilex can be found at page 5

6 3 How to apply 3.1 What is my Entitlement? Your Entitlement is set out on the accompanying Entitlement and Acceptance Form and has been calculated as 1 New Share in Oilex for every 4 existing Shares you held as at the Record Date being 5.00pm (AWST) on 14 July 2015 or 5.00pm (GMT) on 14 July 2015 for Depositary Interest Holders), rounded up to the nearest whole Share. If you have more than one holding of Shares you will be sent more than one Entitlement and Acceptance Form and you will have separate Entitlements for each holding. This Offer is being made pursuant to provisions of the Corporations Act and an exemption to the prospectus regime under the FSMA which allow rights issues to be offered without a prospectus. Accordingly, this booklet does not contain all of the information which may be required in a prospectus. It is important for Eligible Shareholders to carefully read and understand the information on Oilex and the Offer made publicly available, prior to deciding whether to take up all or part of their Entitlement, to apply for Additional Shares, or to do nothing in respect of their Entitlement. This Offer Booklet should be read in conjunction with Oilex s other periodic and continuous disclosure announcements available at and How do I apply? If you decide to take up all or some of your Entitlement or apply for Additional Shares, please complete and return the enclosed Entitlement and Acceptance Form with the requisite application monies or pay your application monies via BPAY pursuant to the instructions set out on the Entitlement and Acceptance Form and described in more detail at section 3.3 below (UK Eligible Shareholders will not be able to make payment via BPAY). If you take no action you will not be allocated New Shares and your Entitlement will lapse. Application Monies received by Oilex in excess of the amount in respect of your Entitlement (Excess Amount) may be treated as an application to apply for as many Additional Shares as your Excess Amount will pay for in full, subject to any scale-back it may determine to implement, in its absolute discretion, in respect of Additional Shares. Oilex s decision on the number of Additional Shares to be allocated to you will be final. Oilex reserves the right (in its absolute discretion) to reduce the number of New Shares allocated to Eligible Shareholders, or persons claiming to be Eligible Shareholders, if their claims prove to be overstated or if their nominees fail to provide information to substantiate their claim. 3.3 How do I make payment? This section sets out the payment methods available to Eligible Shareholders. (a) Action required by Eligible Shareholders (other than Depositary Interest Holders) Eligible Shareholders, other than Depositary Interest Holders, must pay with Australian currency by cheque, bank draft, money order or BPAY. (i) Payment by cheque, bank draft or money order page 6

7 3 How to apply For payment by cheque, bank draft or money order, your completed Entitlement and Acceptance Form must be accompanied by a cheque, bank draft or money order in Australian currency for the amount of the application monies, payable to Oilex Ltd and crossed Not Negotiable. Any agreement to issue New Shares (including any Additional Shares if applicable) to you following receipt of your Entitlement and Acceptance Form is conditional on your cheque, bank draft or money order in payment of the application monies for those New Shares (including any Additional Shares if applicable) being honoured on first presentation. Your cheque, bank draft or money order must be: for an amount equal to A$0.041 multiplied by the number of New Shares (and any Additional Shares if applicable) that you are applying for; and in Australian currency drawn on an Australian branch of a financial institution. It is important to note that the Offer closes at 5.00pm (AWST) on 28 July In order to participate in the Offer, your payment must be received no later than this time. Shareholders who make payment via cheque, bank draft or money order should mail their completed Entitlement and Acceptance Form together with acceptance monies as follows: By post: Oilex Ltd C/- Link Market Services Limited GPO Box 3560 SYDNEY NSW 2001 By hand: Oilex Ltd C/- Link Market Services Limited 1A Homebush Bay Drive RHODES NSW 2138 Australia (ii) If mailed from within Australia, you can use the reply-paid envelope which is enclosed with your Entitlement and Acceptance Form. If mailed outside Australia, correct postage must be affixed. Please note that Entitlement and Acceptance Forms and Application Monies will not be accepted at Oilex s registered or corporate offices. Payment by BPAY For payment by BPAY please follow the instructions on the Entitlement and Acceptance Form. It is your responsibility to ensure that your BPAY payment is received by the Registry by no later than 5.00pm (AWST) on 28 July 2015 to enable its receipt before the Close Date. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment, and you should therefore take this into consideration when making payment page 7

8 3 How to apply (b) If you pay by BPAY, you do not need to lodge an Entitlement and Acceptance Form with the Registry. By making a payment of Application Monies through BPAY, however, you will be deemed to have made the declarations set out in the Entitlement and Acceptance Form. Make sure you use the specific Biller Code and unique Customer Reference Number (CRN) on your personalised Entitlement and Acceptance Form. If you have more than one shareholding and consequently receive more than one Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those shareholdings, only use the CRN specific to that Shareholding as set out in the applicable Entitlement and Acceptance Form. Do not use the same CRN for more than one of your shareholdings. This can result in your Application Monies being applied to your Entitlement in respect of only one of your shareholdings (with the result that any application in respect of your remaining shareholdings will not be recognised as valid or excess Application Monies being applied solely to an application for Additional Shares rather than your Entitlement). If you have applied for Additional Shares, your application for Additional Shares may not be successful (wholly or partially). The decision of Oilex on the number of Additional Shares to be allocated to you will be final. In this instance any surplus Application Monies received for more than your final allocation of New Shares will be refunded. No interest will be paid on any Application Monies received or returned. Action required by Depositary Interest holders Interests in Oilex s Shares are admitted to trading on AIM, being Depositary Interests. Depositary Interest Holders representing Shares will also have the opportunity to take up additional Depositary Interests via the Depositary. Computershare Investor Services PLC will notify Depositary Interest Holders of the Offer, how it applies to them and will send those holders the Rights to which they are entitled through the CREST system. If you are reading this Offer Booklet and are a Depositary Interest Holders and you have any queries, please call Computershare Investor Services PLC on +44 (0) Depositary Interest Holders at the Record Date will have the opportunity to arrange for the Depositary to take up some or all of the Entitlement attributable to their Depositary Interests and receive additional Depositary Interests representing New Shares. The Depositary will be notifying the Depositary Interest Holders that it will take up the Entitlements attributable to existing Shares held on behalf of any Depositary Interest Holder on the Record Date if such holder pays the Depositary in cleared funds by such date and in such amount as the Depositary notifies to Depositary Interest Holders. The Offer Price of 0.02 per New Share equals A$0.041 based on an exchange rate of A$1 = on 29 June For the purpose of applications for Additional Shares in relation to Entitlement attributable to existing Shares held on behalf of any Depositary Interest Holder, applications by each Depositary Interest Holder (and the Depositary on behalf of each such holder) will be treated separately page 8

9 3 How to apply Prior to the issue of the New Shares, Oilex will apply for the new Depositary Interests to be admitted to trading on AIM with effect from the day after their unconditional allotment and issue. Depositary Interest Holders can contact Computershare Investor Services PLC on +44 (0) For further details relating to Depositary Interests, please refer to paragraph 5.11 and the application form. 3.4 Effect of acceptance of the Offer By completing and returning your personalised Entitlement and Acceptance Form with the requisite Application Monies, making a payment by BPAY or through CREST, you, and each person on whose behalf you are acting: acknowledge that you have fully read and understood both this Offer Booklet and your Entitlement and Acceptance Form in their entirety and you acknowledge the matters and make the warranties and representations and agreements contained in this booklet and the Entitlement and Acceptance Form; agree to be bound by the terms of the Offer, the provisions of this Offer Booklet and the constitution of Oilex; authorise Oilex to register you as the holder(s) of New Shares (and any Additional Shares) allotted to you; declare that all details and statements in the Entitlement and Acceptance Form are complete and accurate; declare you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Entitlement and Acceptance Form; acknowledge that once Oilex receives your Entitlement and Acceptance Form or any payment of Application Monies, you may not withdraw your application or funds provided except as allowed by law; agree to apply for and be issued up to the number of New Shares specified in the Entitlement and Acceptance Form, or for which you have submitted payment of any Application Monies, including, in each case, any Additional Shares, at the Offer Price per Share; authorise Oilex, the Registry, the UK Depositary and their respective officers or agents to do anything on your behalf necessary for New Shares (and any Additional Shares) to be issued to you, including to act on instructions of the Registry upon using the contact details set out in your Entitlement and Acceptance Form; declare that you were the registered holder(s) at the Record Date of the Shares indicated on the Entitlement and Acceptance Form as being held by you on the Record Date; acknowledge that the information contained in this Offer Booklet and your Entitlement and Acceptance Form is not investment advice or financial product advice nor have they been prepared taking into account your investment objectives, financial circumstances or particular needs or circumstances. You acknowledge that this Offer Booklet and your Entitlement and Acceptance Form is not a recommendation that New Shares (including Additional Shares) are suitable for you given your investment objectives, financial situation or particular needs; page 9

10 3 How to apply acknowledge that this Offer Booklet is not a prospectus or AIM admission document or disclosure document and does not contain all of the information that you may require in order to assess an investment in Oilex and is given in the context of Oilex s past and ongoing continuous disclosure announcements to ASX and AIM; acknowledge the risks in the Key Risks in section 5.13 of this booklet and that investments in Oilex are subject to risk; acknowledge that none of Oilex or its respective related bodies corporate, affiliates or respective directors, officers, partners, employees, representatives, agents, consultants or advisers, guarantee the performance of Oilex, nor do they guarantee the repayment of capital from Oilex; agree to provide (and, if applicable, direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Offer and of your holding of Securities on the Record Date; authorise Oilex to correct any errors in your Entitlement and Acceptance Form or other form provided by you; represent and warrant that the law of any place does not prohibit you from being given this Offer Booklet and the Entitlement and Acceptance Form, nor does it prohibit you from making an application for New Shares (or Additional Shares) and are eligible under all applicable laws to receive an offer under the Offer without a prospectus, disclosure document, product disclosure statement or any lodgement, filing, registration or qualification; and represent and warrant that your acceptance of the Offer does not breach any laws in a jurisdiction outside Australia, New Zealand or the UK. By completing and returning your personalised Entitlement and Acceptance Form or making a payment by BPAY or through CREST, you will also be deemed to have acknowledged, agreed, represented and warranted on your own behalf and on behalf of each person on whose account you are acting that: you are an Eligible Shareholder or otherwise eligible to participate in the Offer; you are not in the United States and you are not, and are not acting for the account or benefit of, a U.S. Person, and are not otherwise a person to whom it would be illegal to make an offer of or issue of Entitlements, New Shares or Additional Shares under the Offer and under any applicable laws and regulations; you understand and acknowledge that none of the Entitlements, the New Shares or the Additional Shares have been, or will be, registered under the Securities Act or under any applicable securities laws of any State or other jurisdiction of the United States, or in any other jurisdiction outside Australia, New Zealand and the UK. Accordingly, the Entitlements, New Shares and Additional Shares may not be offered, sold, taken up, exercised, resold, pledged, renounced, transferred or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, U.S. Persons, except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and any other applicable securities laws of any State or other jurisdiction of the United States; you and each person on whose account you are acting have not and will not send, directly or indirectly, this Offer Booklet, the Entitlement and Acceptance Form or any other materials relating to the Offer into or within the United States or to a person that is, or is acting for the account or benefit of, a U.S. Person, or page 10

11 3 How to apply to any person in any other jurisdiction outside Australia, New Zealand and the UK; and if you are acting as a nominee or custodian, each beneficial holder on whose behalf you are submitting the Entitlement and Acceptance Form is not in the United States and is not a person that is, or is acting for the account or benefit of, a U.S. Person, and you have not sent this booklet, the Entitlement and Acceptance Form or any information relating to the Offer to any such person, or to any person in any other jurisdiction outside Australia, New Zealand and the UK page 11

12 4 Capital Raising announcement (ASX and AIM) This section contains a copy of the Announcement in relation to the Capital Raising. Please note the indicative timetable in relation to the Rights Issue contained in this Announcement is now out of date. The indicative timetable contained in section 2.3 of this Offer Booklet is the current timetable page 12

13 ASX Announcement 7 July 2015 ASX: OEX AIM: OEX Placement and Rights Issue to Fund 2015/16 Work Programme Two tranche placement and underwritten rights issue to raise US$23 million (A$30 million) (Capital Raising)* Fully funded to deliver the Cambay Field 2015/16 work programme, a transformational event for the Company First tranche placement completed to raise US$1.4 million (A$1.8 million) Second tranche placement completed to raise US$16.3 million (A$21.2 million), subject to shareholder approval Fully underwritten rights issue to raise US$5.3 million (A$7.0 million) Funds will be used for: o the Cambay and Bhandut Field work programmes for 2015/16 year o minimum work commitments in the Canning Basin and working capital Zeta Resources Limited (Zeta) to acquire approximately 19.6% interest in Oilex Oilex Ltd (the Company) will, under its ASX Listing Rule 7.1 capacity, issue 45,393,466 new ordinary shares at an issue price of A$0.041 to sophisticated investors to raise A$1.8 million (US$ 1.4 million) (before issue costs) (First Tranche Placement). The Company will seek shareholder approval for the issue of a further 287,303,319 new ordinary shares at an issue price of A$0.041 (2 pence) and 225,490,196 new ordinary shares to be issued at A$ (2.04 pence), to raise A$21.2 million (US$16.3 million) (before issue costs) (Second Tranche Placement). Under the Second Tranche Placement, 225,490,196 new ordinary shares will be placed with Zeta (Zeta Deferred Shares) and will be purchased at a higher price of A$ (2.04 pence). The higher price being paid by Zeta is in consideration of a deferred settlement date for the Zeta Deferred Shares of up to a maximum of 5 months following the holding of the General Meeting to seek shareholder approval of the Second Tranche Placement (subject to receipt of a waiver from ASX, otherwise settlement will occur within 3 months from the date of the General Meeting). This deferred settlement is not expected to impact the timing of the Cambay and Bhandut Field 2015/16 work programmes. Further information on Zeta is included in the Details of the Capital Raising section of this announcement. On completion of the Capital Raising, Zeta will hold approximately 19.6% of the expanded shares on issue. The price of A$0.041 represents a 32.7% discount to the mid-market ASX closing price of A$0.061 on 30 June 2015, being the date prior to the trading halt requested by the Company pending the release of this announcement. The price of 2.0 pence represents a 33.3% discount to the mid-market AIM closing price of 3.0 pence on 30 June 2015 and an 11.1% discount to the mid-market AIM closing price of 2.25 pence on 6 July 2015, the last business day date prior to the issue of this announcement. *Using an exchange rate of A$ per US$ and A$ per GBP, as at 29 June 2015 page 13

14 The Company is also separately undertaking a renounceable rights issue (Rights Issue) to all eligible shareholders to enable eligible shareholders to have the opportunity to participate in the capital raising process at the same price as the First Tranche Placement. It is proposed that the Rights Issue, which has been fully underwritten, will raise US$5.3 million (A$7.0 million) (before expenses), in addition and separate to the funds raised pursuant to the First Tranche Placement and Second Tranche Placement (Placement), through the issue of 169,476,510 new ordinary shares (Rights Issue Shares) at a price of A$0.041 per share on the following basis: 1 new ordinary share at A$0.041 for every 4 ordinary shares held on the record date for the Rights Issue The Rights Issue has been fully underwritten by Patersons Securities Limited. Participants in the Placement will not be able to participate in the Rights Issue in respect of any new ordinary shares to be issued to them under the Placement. The Second Tranche Placement is subject to shareholder approval at a General Meeting of the Company s shareholders, expected to be held on 12 August A Notice of Meeting will be dispatched to all shareholders shortly. The First Tranche Placement and the Rights Issue are not conditional on each other or the Second Tranche Placement. The shares to be issued pursuant to the Second Tranche Placement pursuant to the Placing Agreement (as defined below) are however conditional upon completion of the First Tranche Placement and the Rights Issue. The funds raised from the Placement and Rights Issue will be applied towards the 2015/16 work programme in India, minimum work commitments in the Canning Basin and working capital. The 2015/16 work programme in India includes 2 horizontal multistage fracture stimulated production wells and 5 workovers of legacy wells in the Cambay Field, designed to start production of the previously announced independently classified Reserves. This programme is expected to significantly increase Oilex s production and cash flow after the 2 production wells, Cambay-78H and Cambay-80H, are brought online. Use of funds Amount (AUD) Amount (USD) Completion of the Company s 2015/2016 work programme for its 22.1m 16.9m Cambay Field (which includes a firm 2 well drilling campaign and 5 firm workovers to enhance production) and for the Bhandut Field Canning Basin work programme 1.7m 1.3m Working capital and Capital Raising fees 6.2m 4.8m Total 30.0m 23.0m In the event the full amount of A$30.0m is not raised as a result of either the Second Tranche Placement or the Rights Issue not being completed, Oilex would review other debt/equity options as appropriate given its net share of independently classified Reserves and increasing production from Cambay and Bhandut and it would consider reducing other expenditure to ensure key parts of the work programme could be completed. Oilex Directors are encouraged by the strong support of institutional investors in both the UK and Australia and the entry onto the register of Zeta, together with a number of other prominent investors. page 14

15 Managing Director of Oilex, Ron Miller, said; We are very pleased with the strong support for the Placement and welcome a number of new institutional and sophisticated investors to the Company. Successful delivery of the Cambay Field 2015/16 work programme will be a transformational event for Oilex and India. These wells will continue to demonstrate the potential of the Cambay Basin to deliver indigenous natural gas and oil to India s fast growing economy by using horizontal wells and multistage fracture stimulation technology. For Oilex, it means increased production and cash flow to build a strong foundation for future growth in shareholder value and returns. For and on behalf of Oilex Ltd Ron Miller Managing Director For further information, please contact the Company or its advisors listed below: PAC Partners Pty Ltd Westhouse Securities Limited AIM Broker Robert Finlay / Alastair Stratton alastair.stratton@westhousesecurities.com Tel: UK Strand Hanson Limited Nominated Adviser Rory Murphy /Ritchie Balmer oilex@strandhanson.co.uk Tel: UK Vigo Communications Public Relations UK Patrick d Ancona / Chris McMahon patrick.dancona@vigocomms.com chris.mcmahon@vigocomms.com Tel: UK Australian Broker Andrew Shearer ashearer@pacpartners.com.au Tel: Australia page 15

16 Details of the Capital Raising Placement The Placement, which has been undertaken by Westhouse Securities Limited, PAC Partners Limited and Patersons Securities Limited, is being made in two tranches. Under the First Tranche Placement, 45,393,466 new ordinary shares will be issued at a price of A$ This price represents a 31.7 % discount to the ASX mid-market closing price of $A0.060 on 30 June Completion of the First Tranche Placement is not conditional on the completion of the Second Tranche Placement. Under the Second Tranche Placement, 512,793,515 new ordinary shares (Second Tranche Placement Shares) have been placed with institutional and other investors. Of the Second Tranche Placement, 275,490,196 new ordinary shares have been placed with Zeta. Of these new ordinary shares, 225,490,196 Zeta Deferred Shares will be purchased at a higher price of A$0.0418, or 2.04 pence. The higher price for these shares being paid by Zeta is in consideration of a deferred settlement date for the Zeta Deferred Shares of up to a maximum of 5 months following the General Meeting (subject to obtaining a waiver from ASX, otherwise the Zeta Deferred Shares will be issued within 3 months of the date of General Meeting). This deferred settlement is not expected to impact the timing of the Cambay and Bhandut Fields 2015/16 work programme. The remaining 287,303,319 new ordinary shares in the Second Tranche Placement will be purchased at a price of A$0.041, or 2 pence. The price of A$0.041 represents a 31.7 % discount to the mid-market ASX closing price on of A$0.060 on 30 June 2015, being the date prior to the trading halt requested by the Company pending the release of this announcement. The price of 2.0 pence represents a 33.3 % discount to the mid-market AIM closing price on of 3.0 pence on 30 June 2015 and an 11.1% discount to the mid-market AIM closing price of 2.25 pence on 6 July 2015, the last business day date prior to the issue of this announcement. The Second Tranche Placement is conditional upon the passing of the requisite resolutions to be proposed at a General Meeting of the Company. The issue of 449,665,606 shares in the Second Tranche Placement is also conditional upon the placing agreement dated 7 July 2015 (Placing Agreement) between the Company and Westhouse Securities Limited (Westhouse) becoming unconditional and not having been terminated, which will among other things, depend on no material adverse changes having occurred and the admission of the First Tranche Placement Shares, the Second Tranche Placement Shares and the Rights Issue Shares to trading on ASX and AIM. The Placement is not underwritten. A Notice of Meeting will be sent shortly to shareholders outlining the terms of the Second Tranche Placement and seeking the necessary approval of shareholders to issue the Second Tranche Placement Shares. The new ordinary shares, issued pursuant to the Placement will, when issued and fully paid, rank pari passu in all respects with the existing ordinary shares, including the right to receive all dividends or other distributions declared, made or paid after the date of their issue. Settlement of the First Tranche Placement is expected to take place on 14 July Application will be made for admission of the First Tranche Shares to trading on the ASX and AIM, with trading expected to commence on AIM on or around 14 July Settlement of the Second Tranche Placement Shares, excluding the Zeta Deferred Shares, is expected to take place on 13 August Application will be made for admission of the Second Tranche Placement Shares page 16

17 (excluding the Zeta Deferred Shares) to trading on the ASX and AIM, with trading in the second tranche expected to commence on AIM on 13 August The issue and receipt of consideration in respect of the Zeta Deferred Shares will not be settled until up to a maximum of 5 months following the General Meeting (subject to obtaining a waiver from ASX, otherwise the Zeta Deferred Shares will be issued within 3 months of the date of the General Meeting). Following completion of the Placement and Rights Issue, Zeta will hold approximately 19.6% of the Company s then issued share capital. Upon the issue of all the First Tranche Placement Shares, the Second Tranche Placement Shares (together Placement Shares) and the Rights Issue Shares, the issued share capital of the Company will be increased by 107%. The Company has undertaken, that for so long as Westhouse remains its broker, that it will not use or issue any further shares pursuant to the equity draw down facility with Darwin Strategic Limited. Timetable - Placement The expected timetable of principal events in connection with the Placement is as follows: Dispatch of Notice of Meeting/Circular and proxy form 8 July 2015 Admission and commencement of trading in the First Tranche Placement Shares on AIM and ASX 14 July 2015 Latest time and date for receipt of Forms of Proxy for the General Meeting 10am on 10 August 2015 Date and time of the General Meeting 10am on 12 August 2015 Admission and commencement of trading in the Second Tranche Placement Shares on AIM and ASX (excluding the Zeta Deferred Shares) CREST accounts credited with the Second Tranche Placement Shares Zeta Deferred Shares issued by no later than (subject to receipt of ASX waiver) 13 August August December 2015 New Strategic Shareholder As mentioned above, as part of the proposed Placement, Zeta will invest US$8.8 million (approximately A$11.5 million) by subscribing for shares in the Second Tranche Placement, resulting in a shareholding of 19.6% of the Company s issued share capital following completion of the Placement and Rights Issue. Zeta is an active, resources focussed holding and development company, incorporated under the Bermuda Companies Act on 13 August Zeta was listed on the ASX on 12 June The company invests in resources globally, in listed and unlisted entities, and is advised by its investment manager, ICM Limited. Zeta is 85% owned by Utilico Investments Limited (Utilico). Utilico owns 50% of Westhouse s parent, Somers Limited. For further information refer to page 17

18 Underwritten Rights Issue The Company considers it important that shareholders have an opportunity (where it is practical for them to do so) to participate in the Capital Raising and accordingly, the Company is undertaking a fully underwritten Rights Issue to eligible shareholders at the same time and at the same price as the First Tranche Placement, issuing 169,476,510 new ordinary shares at a price of A$0.041 per share. The Rights Issue is not conditional on completion of the Second Tranche Placement. Please refer to the section above on Use of Funds for alternative options should the Second Tranche Placement not complete. Eligible shareholders will have an entitlement to subscribe for 1 new ordinary share (Rights Issue Share) for every 4 ordinary shares held. However, each eligible shareholder may, in addition to their entitlement, apply for such number of Rights Issue Shares as they wish up to the full number of 169,476,510 Rights Issue Shares available in the Rights Issue, subject always to the Company s right to scale back applications for additional shares and the total consideration of the Rights Issue being no more than US$5.3 million, or A$7.0 million (before expenses). The directors of the Company reserve the right to issue any shortfall under the Rights Issue at their absolute discretion. The Rights Issue has been fully underwritten by Patersons Securities Limited. The underwriting agreement is on standard terms and subject to customary termination events including if, prior to completion of the Rights Issue, there is a fall in the All Ordinaries Index or the Standard and Poors /ASX 200 Index of more than 7.5% from their respective closing levels on 6 July A summary of the underwriting agreement will be included in the offer documents for the Rights Issue to be sent to eligible shareholders. Certain of the directors of the Company have also agreed to sub-underwrite the Rights Issue as follows: Director Sub-underwriting commitment (shares) Mr Max Cozijn 365,853 Mr Jeffrey Auld 1,219,512 Mr Ronald Miller 365,853 The Rights Issue Shares will, when issued and fully paid, rank pari passu in all respects with the existing ordinary shares and the Placement Shares, including the right to receive all dividends or other distributions declared, made or paid after the date of their issue. In order to apply for Rights Issue Shares, qualifying shareholders should complete the Application Form in accordance with the instructions set out in it. The Rights Issue is expected to close on 28 July Application will be made for admission of the 169,476,510 Rights Issue Shares to trading on the ASX and AIM, with trading expected to commence on AIM on or around 6 August page 18

19 Indicative Timetable Event Date Rights Issue announced 7 July 2015 Shares trade on ex entitlement basis, rights trading 10 July 2015 commences Record date for determining AIM Depository Interest 13 July pm (WST) holders entitlements to participate in Rights Issue Record date for determining ASX shareholders entitlements 14 July 2015 at 5pm (WST) to participate in Rights Issue Completion of dispatch of offer documents and entitlement 17 July 2015 and acceptance form to shareholders Opening date 17 July 2015 Rights trading ends 21 July 2015 Closing date for acceptance and payment for ASX 28 July 2015 at 5pm (WST) shareholders and AIM Depository Interest holders New shares trade on a deferred settlement basis 29 July 2015 Notification of shortfall 31 July 2015 Allotment of new shares and issue of Depository Interests 5 August 2015 and dispatch of holding statements to shareholders and Depository Interest holders Normal trading for new shares commences 6 August 2015 Note that all times are indicative only. The Company reserves the right to change these dates subject to the Corporations Act 2001 (Cth), ASX Listing Rules, the AIM Rules and the Placement Agreement. All times are Australian Western Standard Time unless otherwise indicated. IMPORTANT NOTICE This announcement (Announcement), and the information contained herein, is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States, Canada or Japan or any other jurisdiction in which such publication or distribution would be unlawful. This announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Canada or Japan or any other jurisdiction in which such an offer or solicitation is unlawful. The shares in the Company referred to in this announcement have not been and will not be registered under the United States Securities Act of 1933, as amended (Securities Act) and may not be offered, sold or transferred, directly or indirectly, except in transactions exempt from, or not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. There will be no public offer of securities of the Company in the United Kingdom, the United States or elsewhere. The offer and sale of the shares under the Placement and Rights Issue referred to herein has not been and will not be registered under the applicable securities laws of any state, province or territory of Canada, South Africa, New Zealand or Japan. Subject to certain exceptions, the Placement Shares referred to herein may not be offered or sold in Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada, South Africa, New Zealand or Japan. The Placement and Rights Issue timetables may be influenced by a range of circumstances such as market conditions. The Second Tranche Placement is subject to shareholder approval and a number of conditions being satisfied under the Placing Agreement. Therefore, there is no guarantee that the Second Tranche Placement will page 19

20 occur and prospective investors should not base their financial decisions on the Company's intentions in relation to the Second Tranche Placement or the information contained in this announcement. Westhouse is authorised and regulated in the United Kingdom by the FCA. Westhouse is acting exclusively for the Company and no one else in connection with the Placement and will not regard any other person as a client in relation the Placement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Westhouse or for providing advice in relation to the Placement or any matters referred to in this announcement. page 20

21 5 Important Information 5 Important Information This Offer Booklet (including the accompanying Announcement) and the accompanying Entitlement and Acceptance Form (Information) have been prepared by Oilex. The Information (other than the Announcement) is dated 15 July No party other than Oilex has authorised or caused the issue of this Information, or takes any responsibility for, or makes, any statements, representations or undertakings in this Information. This Information is important and requires your immediate attention. You should read this Information in this booklet carefully and in its entirety before deciding whether to invest in New Shares or Additional Shares. In particular, you should consider the risk factors outlined in section 5.13 below that could affect the operating and financial performance of Oilex or the value of an investment in Oilex. You should consult your stockbroker, accountant, financial adviser, taxation adviser or other independent professional adviser to evaluate whether or not you should participate in the Offer. 5.1 Eligible Shareholders The Offer is being made to holders of shares in Oilex with registered addresses in Australia, New Zealand and the UK and has been prepared in accordance with section 708AA of the Corporations Act. The Offer is available to Eligible Shareholders only. Eligible Shareholders are those Shareholders who: are registered as a holder of, a Share as at 5.00pm (AWST) on 14 July 2015, or a Depositary Interest as at 5.00pm (GMT) on 14 July 2015 (i.e. the Record Date); have a registered address on the Oilex securities register in Australia, New Zealand or the UK; are not in the United States and not U.S. Persons (as defined in Regulation S under the Securities Act) or acting for the account or benefit of U.S. Persons; and are eligible under all applicable securities laws to receive an offer under the Offer. 5.2 Ineligible Shareholders The Offer is only made to Eligible Shareholders. The Offer will not be made to Shareholders with registered addresses outside of Australia, New Zealand and the UK. Oilex has determined that it would be unreasonable to extend the Offer to Shareholders with registered addresses outside of Australia, New Zealand and the UK, having regard to the number of such shareholders in those places, the number and value of New Shares that the Shareholders would be offered and the cost of complying with the relevant legal and regulatory requirements in those places page 21

22 5 Important Information 5.3 Continuous disclosure Oilex is a disclosing entity under the Corporations Act and is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules, including the preparation of annual reports and half yearly reports. Oilex is required to notify the ASX of information about specific events and matters as they arise for the purposes of the ASX making that information available to the stock markets conducted by the ASX. In particular, Oilex has an obligation under the ASX Listing Rules (subject to certain exceptions) to notify the ASX immediately of any information of which it is or becomes aware which a reasonable person would expect to have a material effect on the price or value of its shares. That information is available to the public from the ASX website on In addition Oilex has similar obligations to notify a Regulatory Information Service in the UK of certain information required to be announced by the AIM Rules. That information is available from No cooling-off rights Cooling off rights do not apply to an investment in New Shares or Additional Shares. You cannot withdraw your application once it has been accepted. 5.5 Alteration of terms Oilex reserves the right, at its discretion, to vary, suspend or cancel the Offer at any time before the issue of New Shares or Additional Shares to Eligible Shareholders, in which case Oilex will refund any Application Monies already received in accordance with the Corporations Act and will do so without interest being payable to Applicants. Any variation, suspension or cancellation does not give rise to any liability on the part of or any action against, Oilex or any director of Oilex and will be binding on all Eligible Shareholders. 5.6 Rounding up of Entitlements Where fractions arise in the calculation of Entitlements, they will be rounded up to the nearest whole number of New Shares. 5.7 Underwriting of the Offer The Offer is managed and fully underwritten by Patersons Securities Limited. Any New Shares which are not subscribed for by Eligible Shareholders pursuant to their Entitlement will form part of the shortfall to be taken up by the Underwriter or by the subunderwriters, on the terms and subject to the conditions of the Underwriting Agreement. The Underwriting Agreement contains representations, warranties and indemnities in favour of the Underwriter. The Underwriter may also, in certain circumstances, terminate the Underwriting Agreement and be released from its obligations on the happening of any of a range of events, including where: (a) any of the All Ordinaries Index or the Standard and Poors / ASX 200 Index as published by ASX is at any time after the date of the Underwriting Agreement 7.5% or more below its respective level as at the close of business on the business day prior to the date of the Underwriting Agreement; page 22