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1 Oct 2010 ... 1 | Page. EMPIRE OIL & GAS NL. ABN 55 063 613 730. THE QUARTERLY REPORT. FOR THE PERIOD ENDED. 31 MARCH 2012 ...
EMPIRE OIL & GAS NL ABN 55 063 613 730

THE QUARTERLY REPORT FOR THE PERIOD ENDED 31 MARCH 2012

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EMPIRE OIL & GAS N.L. PERTH BASIN DRILLING PROSPECTS NO PERMIT 1. EP 389 Gingin West-1 Red Gully-1 Empire - 68.75% Wharf Resources PLC - 10% ERM Gas Pty Ltd - 21.25%

STATUS

BASIN PROSPECT

Gingin West-1 Discovery April 2010 Red Gully-Discovery February 2011. Recoverable gas at 30 BCF and condensate of 1.5 to 2.0 million barrels of condensate.

North Perth Basin

Empire and the EP 389 Joint Venture entered into a Gas Supply Agreement ('GSA') with Alcoa of Australia Limited ('Alcoa') on 3 October 2011. In this GSA Empire and Joint Venture have agreed to sell to Alcoa 15,000 Terrajoules of gas from the Gingin West and Red Gully Gasfields in two separate tranches. The First Tranche, the Forward Gas Sales component, Alcoa has agreed to purchase for A$25 million. The Second Tranche, consist of the majority of this Gas Supply Agreement. The GSA is a key foundation to support the commercialisation of the gas fields. The start date for Empire and the EP 389 Joint Venture to commence delivery is late 2012.

North Perth Basin

ESTIMATED POTENTIAL RECOVERABLE OIL & GAS Gingin West-1 and Red Gully-1 30 BCF and 1.5 to 2.0 MMBC

The first pre-payment of $5 million has been paid by Alcoa to the EP 389 Joint Venture and announced to the ASX on 3 January 2012. The balance of $20 million is due for payment upon the grant of the Pipeline Licence by the DMP anticipated to be in the 2nd Quarter 2012. A further $5 million is available from Alcoa should the Red Gully Gas and Condensate Plant costs exceed $20 million. 2. Wannamal and Wannamal Deep Drilling Prospects

Wannamal Fault Dependent closure same play style as the successful Gingin-1 discovery.

North Perth Basin

Wannamal Deep A tilted fault block, Wannamal is prospective in the A Coaly Unit, B, C and D sands of the Cattamarra that flowed gas in Gingin-1, Gingin-2 and Bootline-1. 3. Define Gingin Gasfield Area and Wannamal Prospect with the Wannamal 3D Heli Seismic

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Extend the existing Gingin West 3D Seismic over the Gingin Gasfield as a Wannamal 3D Heli Seismic Survey in 2012 to delineate drilling prospects.



Drill Wannamal and Deep.



Drill Gingin-4 and Deep (this is the

Wannamal Gas 52 BCF Condensate 1.6 MMBC Wannamal Deep Gas 14 BCF Condensate 0.7 MMBC (Total 66 BCF and 2.3 MMBC)

North Perth Basin

66 BCF 2.3 MMBC

Gingin-2 tilted fault block). 

82 BCF 4.1 MMBC 37 BCF 1.8 MMBC

Drill Gingin-5 (as a Gingin-3 side track)

4. Deepen Gingin West-1 to the Bootine Deep on depletion of 'D' Sand and Coaly Unit

Mature Bootine Tilted Fault Block beneath Gingin West-1

North Perth Basin

Gas 20 BCF gas and associated condensate Or Oil 3 MMBO

5. Yeal

Record Seismic Drill Yeal

North Perth Basin

Oil 25 MMBO

6. Gingin Brook

Record 3D Seismic Drill Gingin Brook-1 (Anticline prospect)

North Perth Basin

Gas 100 BCF Condensate 1.2 MMBC

7. Eclipse

Record Seismic Deepen Eclipse-1

North Perth Basin

Gas 100 BCF Condensate 1.2 MMBC

8. Eclipse West

Record Seismic Drill Eclipse West

North Perth Basin

Gas 225 BCF Condensate 2.7 MMBC

9. EP 426 Empire - 42.22% Allied - 10% ERM - 27.78% Norwest Energy - 20%

Recorded 400 line kms of airborne gravity gradient imaging data over the North Erregulla oil prospect. Reprocessing seismic data set and completed the interpretation. Mobilised Western Geco Seismic crew to record 502 kms 3D North Erregulla Seismic Survey. This 3D Seismic Survey is to be completed by May 2013 after sown wheat crops are harvested. Recorded 400 line kms of airborne gravity gradient imaging data over the North Erregulla oil prospect. Reprocessing of the seismic completed. Reprocessed seismic data set and completed the interpretation. Mobilised Western Geco Seismic crew to record the North Erregulla 502 kms 3D Seismic Survey. This 3D Seismic Survey is to be completed by May 2013 after sown wheat crops are harvested. Completed interpretation of the 50 kms 3D seismic. Drill Black Arrow-1 mid 2012 in northern EP 432. Farmin with ERM Gas Pty Ltd. Potential recoverable oil10 MMBO in the Arranoo Sandstones. Shale gas potential being evaluated. Appointed specialist Shale Gas consultant to undertake Shale Gas Study.

North Perth Basin Farmin Agreement was executed on 5 December 2011 with the EP 426 Joint Venture and Origin Developments Pty Ltd to record 3D seismic over North Erregulla. Drill one well pro rata to the equity held.

Oil 28 MMBO in total, within EP 426 and EP 368. (Deeper reservoirs are gas prospective).

North Perth Basin Farmin Agreement was executed on 5 December 2011 with the EP 368 Joint Venture and Origin Developments Pty Ltd to record 3D seismic over North Erregulla. Drill one well pro rata to the equity held.

Oil 28 MMBO in total, within EP 426 and EP 368

Garibaldi Recorded 90 km 2D Seismic Survey in April 2011. Processing of the data completed. Seismic mapping completed with both Jurassic and Permian objectives. ERM funded the Garibaldi 2D Seismic, and earned 50% in the Permit. Garibaldi Seismic Survey delineated drillable prospects.

North Perth Basin Empire negotiated shallow rights in EP 454 of 83%,negotiating farmout to drill Charger-1 4-way dipping anticline. Very large potential Oil in Place of 205 MMBO with estimated recoverable oil of 20MMBO or 10% of oil in place.

10. EP 368 Empire 80% Norwest Energy - 20%

11. EP 432 Mullering/Cataby Anticlinorium Empire - 77.5% Allied Oil & Gas PLc - 10% ERM Gas – 12.5%

12. EP 454 Empire - 50% ERM Gas - 50%

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Perth Basin. In southern EP 432 Woolka Oil Prospect. The Woolka Prospect defined by 3D Seismic is also on the drilling agenda. Negotiating a further farmout to drill a Shale Gas well in the northern part of EP 432 following Black Arrow-1. Large gas potential in the Permian aged Shales and siltstones.

Oil 30 MMBO

Gas Garibaldi 40 BCF or 9 MMBO (Permian reservoir objectives). Garibaldi 6 MMBO (Jurassic reservoir objective) Both objectives overlay and will be drilled as 1 well. Charger with Jurassic reservoir objectives Potential 20 MMBO recoverable oil.

13. EP 416 Wellesley Empire - 85% Allied Oil & Gas PLc - 10% ERM Gas - 5%

Plan to acquire 80 km 2D seismic survey to evaluate the shallow Leschenault Prospect with Triassic and Permian Sue Coal Measures Objectives Drill Wellesley-1. Drill Leschenault if closure confirmed by seismic.

South Perth Basin Wellesley Leschenault Lead

Gas 150 BCF (Wellesley) (Permian) 60 BCF (Leschenault) (Permian) 20 BCF (Leschenault) (Triassic)

14. EP 430 Empire - 100%

A new seismic line was recorded as part of the Garibaldi Seismic Survey in April 2011 in the permit. This line and the existing seismic indicates potential for new 4-way dipping anticlinal structures called the Launer and Winchester Prospects. New 2D seismic planned for 2012 to delineate these prospects to drillable status.

North Perth Basin

Oil 16 MMBO (Launer) (Cattamarra Jurassic aged objectives) 16 MMBO (Winchester) (Cattamarra Jurassic aged objectives)

15. EP 440 Empire - 87.5% ERM Gas - 12.5%

200 line kms seismic reprocessed. A number of early Cretaceous leads mapped. 2D Seismic to be recorded.

North Perth Basin

Planning New Seismic

16. EP 437 Empire – 50%

Prospects include Wye-1 and possible down dip Wye Knot, together with other prospects being developed by seismic remapping.

North Perth Basin CalEnergy withdrew from the EP 437 Permit with Empire being assigned a further 27.5% to a total of 50%. Empire will become the Operator.

Wye and Wye Knot and new prospects between 660 to 750 metre depth. Potential recoverable oil for prospects, that are the subject of remapping, are being assessed. Drilling planned for 2012-2013.

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EMPIRE OIL & GAS N.L. CARNARVON BASIN DRILLING PROSPECTS NO PERMIT 17. EP 359 Empire - 76.6% Pace Petroleum - 3.34% Phoenix - 10% Bounty Oil & Gas - 10%

STATUS

BASIN PROSPECT

ESTIMATED POTENTIAL RECOVERABLE OIL & GAS

Drill 1 x 2500 metre Shale Gas well. Negotiating rig contract in the Paterson Trough which also has conventional target. Empire will farm down interest prior to drilling.

Exmouth Sub Basin Carnarvon Basin and/or Paterson Trough with both conventional (shale gas) objectives.

Shale Gas/Shale Oil well in the Paterson Trough targeting the Middle Jurassic reservoir of the Dingo Claystone. There is a traditional "pinch out" play of the Cretaceous aged Birdrong/Wogatti Sandstone on the eastern flank of the Cape Range Anticline. Large oil and gas target . Oil 5 MMBO (Bee-Eater)

Exmouth Sub Basin

Oil (Rainbow) 5 MMBO including that portion in EP 359

Exmouth Sub Basin Rough Range Oilfield Area Rough Range Oil Pty Ltd has 100%. Balance of L 16 equity held by the EP 435 J V. Carnarvon Basin Drill 2 of: Opal Prospect Amethyst Prospect Topaz South Prospect

Rough Range Oilfield Circa 50-100 MMBO

In this part of the Exmouth Sub Basin the Paterson-1 well, drilled in the 1960’s, had live oil shows in the Birdrong/Wogatti over a 1 metre interval.

18. EP 435 Empire - 53% Phoenix - 10% Australian Oil Company - 17% Bounty Oil & Gas - 10% Black Fire Energy Limited - 10%

19. L 16 Production Licence Rough Range Oil - 100%

Option to drill an additional Shale gas well in EP 435. The EP 435 Joint Venture will drill Rainbow-1 on the extension of the Bee-Eater Prospect in the Permit upon a Bee-Eater-1 discovery in EP 359. The BeeEater Prospect extends from EP 359 into EP 435. L 16 over the Rough Range Oilfield was granted, for a period of 21 years, by the DMP on 1 October 2010.

20. EP 444 Empire - 100% Plan drilling 2012 upon settling joint venture parties

Geochemical Survey to define two well locations of the three mapped prospects (shallow wells).

21. EP 412 Empire - 35% Bounty Oil & Gas - 65%

A discovery Bee-Eater-1 well will enhance drilling the Sandalwood oil prospects on trend from BeeEater.

22. EP 466 Empire 100%

The shallow Mardie Oilfield is now the subject of a shallow horizontal drilling programme to enhance oil recoveries and also avoiding the strong water aquifer of the Yarraloola Conglomerate beneath the Mardie Greensand oil reservoir. An evaluation of the data sets has provided shallow drilling locations that are primarily aimed at the Mardie Oilfield area.

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Exmouth Sub Basin Sandalwood-2 Peedamullah Shelf, Carnarvon Basin

Oil 12 MMBO 17 MMBO 5 MMBO Oil 3 - 5 MMBO ………………………………………………. Oil 7 million barrels of oil in place for the shallow Mardie Oilfield Area with Mardie Greensand reservoir only.

NO PERMIT

STATUS

BASIN PROSPECT

ESTIMATED POTENTIAL RECOVERABLE OIL & GAS Gas Proven recoverable gas reserves 10 BCF (Rivoli)

23. EP 325 Empire - 36.1% Strike Oil - 44.5% Bow Energy - 11.1% Advent Energy - 8.3%

Rivoli Gas Field is the subject of negotiation with Department of Defence to drill and develop. Empire developed an exciting new prospect called Big Horn, prospective for oil.

Offshore Exmouth Sub Basin

24. EP 433 Empire 88.8% Pace Petroleum - 11.2%

Champion West Prospect

Carnarvon Basin

25. EP 434 Empire - 90% Pace Petroleum - 10%

The Kite prospect is located updip from Wingette-1. Reservoir objective Jurassic Aalenian Sands Leads defined in the north of the Permit area require further work to define drillable prospects. There is interest for a farmin to evaluate the Devonian Shales of the Gneudna Formation as a “Shale Gas” Play.

Exmouth Sub Basin

Gascoyne Sub Basin Carnarvon Basin Geochemical leads in northern EP 439.

Oil There are a number of poorly defined leads prospective for oil. Shale gas: Large potential

There are some geochemical leads to follow up.

Gascoyne Sub Basin Carnarvon Basin

Oil None defined Shale gas potential.

26. EP 439 and EP 461 Empire - 69.22% Longreach - 11.33% Vigilant - 0.63% Jurassica - 10% Indigo - 5.67% Falcore - 3.15% 27. EP 460 Empire - 68.57% Longreach - 11.69% Vigilant - 0.65% Jurassica - 10% Indigo - 5.845% Falcore - 3.245%

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Oil Big Horn 70 BCF/14 MMBO Gas 20 BCF Oil 11 MMBO Oil Circa 3 MMBO

SUMMARY OF PLANNED ACTIVITIES PERTH BASIN DRILL 2 TO 4 WELLS PERTH BASIN 1&2

EP 389

Empire, together with its joint venture partners ERM Gas Pty Ltd (“ERM”) and Wharf Resources Plc (“Wharf”), entered into a Gas Supply Agreement (“GSA”) with Alcoa of Australia Limited (“Alcoa”) on 3 October 2011. Empire, ERM and Wharf have agreed to sell to Alcoa a total of 15,000 Terajoules (TJ) of gas from the Gingin West Gasfield and the Red Gully Gasfield. The GSA is a key foundation to support the commercialisation of these fields. For a first tranche of the gas, the Forward Gas Sales component, Alcoa has agreed to a prepayment to the Joint Venture of A$25 million. These funds will be dedicated to the construction of the Red Gully Gas and Condensate Plant. The Second Tranche is the majority of the Gas Sales Agreement. The target start date for the Joint Venture to commence delivery under the GSA is 12 November 2012. Construct the Red Gully Gas and Condensate Plant to treat gas and condensate from Gingin1 FARO 7.5 MMCFGD and 325 BCPD and Red Gully-1 FARO 12 MMCFGD and 832 BCPD. Production rates have been settled in the Gas Supply Contract with Alcoa to maximise recoverable gas and condensate from both wells.

3.

EP 389

The first payment of $5 million by Alcoa was announced on 3 January 2012. The second payment of $15 million will be paid on the grant of the Pipeline Licence. Application for the Pipeline Licence was made on 19 October 2011 and offered on 12 April 2012. The grant is expected on settlement of the land access or the decision being made on compensation terms with the Landowners set in the Magistrate’s Court for 31 May and 1 June 2012. Two Production Licences were lodged on 24 October 2011. The Company is pleased to have attracted Alcoa of Australia Limited, the largest Western Australian gas consumer, to be a party to developing gas from the exciting new discovery wells, Gingin West-1 and Red Gully-1, to be processed at the Red Gully Gas and Condensate Plant and sold to Alcoa.

4.

EP 389

The grant of the Pipeline Licence allows for the construction of the Red Gully Gas and Condensate Plant and the Export Pipeline to enter into the Dampier to Bunbury Natural Gas Pipeline.

5.

EP 389

Earthworks to commence in June/July 2012. Commissioning of the Plant November 2012. Construction of individual components is in this timetable.

6.

EP 389

Planning of the Wannamal Heliseis 3D Seismic programmes advanced.

7.

EP 389

Interpretation of the Wannamal 3D seismic will provide the order of drilling wells.

8.

EP 389

Drill the mature Wannamal Prospect and the deeper tilted fault block in the Lower Cattamarra, Wannamal Deep located immediately adjacent the Gingin West-1 discovery. Potential gas at 66 BCF and 2.3 MMBC. This Wannamal Prospect will be further defined by the 3D Seismic.

9.

EP 389

Drilling in Gingin Gasfield as Gingin-4 and Deep plus a Gingin-5 well and the Gingin Brook Prospect are on the agenda, to follow recording the Wannamal 3D seismic which includes the Gingin Gasfield Area.

10.

EP 389

Negotiating available drilling rig to drill “back to back” wells.

11.

EP 389

Re-evaluation of the Eclipse Structure drilled in 2003. It is interpreted that the well did not reach the reservoir D Sand equivalent. This now significantly upgrades the Eclipse, Eclipse West and Yeal Structures. Remapping and the Eclipse electric logs are being re-evaluated against the Gingin West-1 and Red Gully-1 discovery wells.

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12.

EP 389

The success of the Red Gully-1 Fault Dependent Closure has increased the prospectivity of other fault dependent closures in the EP 389 Permit currently being mapped from the existing seismic data set in the Permit.

13.

EP 389

Shale Gas study on EP 389 to determine the large volumes of potential recoverable gas from the Lower Cattamarra Shales separately from the sands. This will provide substantial additional unconventional gas reserves in the future for the Red Gully Gas Plant.

14.

EP 368/EP 426

A Farmin Agreement between Empire, the EP 368/426 Joint Venture and Origin Developments Pty Ltd was signed on 5 December 2011. The North Erregulla 100km2 3D Seismic Survey is to be completed by May 2013 upon sown wheat being harvested.

15.

EP 432

In the southern part of the EP 432 Permit, the 3D seismic interpretation was completed and Empire are considering drilling Woolka-1, a structural oil play. ERM Gas Pty Ltd has farmed into the northern part of the permit where shale gas potential has been recognised in the Permian marine shales. ERM have increased their interest by a farmin into the northern part of the Permit and will fund 60% of Empire’s share of drilling the Black Arrow-1 well.

16.

EP 389

Empire is negotiating a further farmout to drill a Shale Gas well in this northern part of EP 432 following drilling Black Arrow-1.

17.

EP 416

The Company is to negotiate a farmout and drill Wellesley-1. There is a shallow Leschenault Prospect at Sue Coal Measures. The Leschenault objective is the subject of further 2D Seismic being planned.

18.

EP 454

The Garibaldi 2D Seismic Survey of 5 additional 180 fold 2D Seismic of 90km 2 was completed on 15 April 2011. 120 line kms of existing seismic has been reprocessed. The processing of the new 2D Seismic is complete. Preliminary interpretation of the new seismic, together with the existing seismic, has provided a number of new structures at both the Jurassic and Permian reservoir objectives prospective for oil. Prospects defined include Garibaldi, Launer and the new very exciting shallow anticlinal oil prospect, Charger at the Jurassic Parmelia Formation horizon. Empire has increased its equity in the shallow rights for the Charger-1 well which it is seeking to drill immediately after drilling Black Arrow-1.

19.

EP 440

Seismic interpretation completed. A number of Early Cretaceous leads mapped. A 2D Seismic Survey is to be planned to mature these leads.

20.

EP 430

The EP 430 Permit is adjacent to EP 454 and has the Launer Prospect. A new seismic line was recorded over Launer as part of the Garibaldi Seismic Survey. This new seismic line with the existing data set indicates the potential for an attractive anticlinal structure at Launer. A Launer 2D Seismic Survey is planned for 2012.

CARNARVON BASIN 21.

EP 359

The focus of drilling by farmout has progressed with the proposal to drill a Shale Gas well in the Paterson Trough in 2012. The farminee has the option to drill an additional well. It is still proposed to drill Bee-Eater-1.

22.

EP 435

There is an option to drill a Shale Gas well in the farmout proposal being negotiated. A Rainbow-1 well is to be drilled upon a Bee-Eater-1 discovery. Rainbow-1 will test the extension of the Bee-Eater Structure into EP 435.

23.

L 16

A Production Licence over the Rough Range Oilfield was granted on 1 October 2010 for a period of 21 years. The production of the Rough Range Oilfield will likely commence after drilling the Bee-Eater in EP 359 as a discovery well.

24.

EP 412

The Sandalwood-1 well would be drilled upon a Bee-Eater-1 discovery.

25.

EP 444

Plan to conduct a Geochemical Survey to further determine the locations to drill Amethyst-1, Opal-1 or Topaz South.

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26.

EP 325

Rivoli Gasfield Development is being negotiated with the Department of Defence. A new prospect Big Horn, considered prospective for oil in the Permian aged Chinty Formation beneath the thick sealing Locker Shale.

27.

EP 433

New prospects being generated of the Permian play type in addition to the Rivoli South West Prospect.

28.

EP 466

A review of all the data sets has provided that area of the Mardie Oilfield area to be drilled with a shallow horizontal well. This review will be followed up with petroleum engineering studies to design the appropriate drilling and evaluation programmes.

KEY INFORMATION HIGHLIGHTS DURING THE QUARTER 1)

Grant of the Red Gully Export Pipeline Licence was offered on 12 April 2012 by the Western Australian Government and will be granted upon landowner access, which is progressing, to enable the Company to meet its November 2012 commissioning date for the Red Gully Gas and Condensate Plant.

2)

The grant of the Pipeline Licence, pursuant to the State Acts, and a Land Access Agreement allows for the construction of the Red Gully Gas Plant and the 2400 metre export pipeline to be connected to the Dampier to Bunbury Natural Gas Pipeline (“DBNGP”) to transport natural gas to Alcoa’s operations in the south west of Western Australia. The transport of gas in the DBNGP to Alcoa is the subject of the Forward Gas Supply Agreement with Alcoa of Australia Limited.

3)

The total volume of gas contracted by the EP 389 Joint Venture to be sold to Alcoa of Australia Limited (“Alcoa”) is 15,000 Terrajoules which will be supplied in two tranches. The pre-payment of $25 million is for the first tranche only. The second tranche, the majority of the total gas contract sales gas, the EP 389 joint Venture will be invoicing Alcoa for gas sold. The condensate is to be sold to the BP Kwinana Refinery.

4)

On 3 January 2012, Empire announced that Alcoa had paid the first $5 million of the total pre-payment of $25 million. The second payment of $15 million will be paid upon the Pipeline Licence being granted which is now due on or before 1 June 2012. A further $5 million is available should the Red Gully Gas and Condensate Plant costs exceed $20 million.

5)

On 3 January 2012, Empire announced that the EP 389 Joint Venture has reached agreement with Alcoa and the owners of the DBNGP providing access to the DBNGP where gas will be shipped to Alcoa. In addition there is provision to ship gas to other gas customers should the EP 389 Joint Venture sell additional gas, other than to Alcoa, in the future, over the initial 20 year period of the Agreement.

6)

Two Production Licences were lodged on 24 October 2011 with the Department of Mines and Petroleum which cover both the Gingin West-1 and Red Gully-1 discoveries. These Production Licences, when granted, also cover the discovery well Gingin-2 (1965). The new structure at Gingin-2 is now Gingin-4 and Deep and also includes the Wannamal-1 and Deep Structures.

7)

All the Red Gully-1 Gas and Condensate Plant long lead and essential items have all been tendered and individual components are being constructed prior to mobilising to site. Completion of construction and commissioning is on schedule for November 2012. Empire is within the timetable for earthworks to commence in June/July 2012 with the Export Pipeline contractor and the final construction firms settled.

8)

Planning of a 100km2 heliseis programme, the Wannamal 3D Seismic Survey is progressing and landowner consent is near completion.

9)

The Wannamal 3D Seismic Survey is part of Empire’s plan of continued growth to drill and discovery additional gas and condensate reserves.

10) Red Gully-1 was drilled and tested in January/February 2011 and was announced as the largest Jurassic gas discovery onshore Western Australia. Production testing in early March 2011 flowed at a stabilised rate of 12 million cubic feet of gas per day (12 MMCFGD) and 832 barrels of condensate per day (832 BCPD). This equates

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to 80 barrels of condensate per 1 million cubic feet of gas. The gas pay was in two separate sands within the Upper Cattamarra Coal Measures being: ‘D’ Sand – maximum gas pay interval 18 metres ‘B’ Sand – maximum gas pay interval 56 metres (interpreted to be filled to its spill point) 11) The Gingin West-1 discovery well flowed at a stabilised rate of up to 7.5 MMCFGD and 375 BCPD. This equates to 50 barrels of condensate per 1 million cubic feet of gas. The Company now has a plan for continued growth to drill for additional gas prospects in immediate proximity to the Red Gully Gas and Condensate Plant to treat new gas and condensate discoveries. The selection of drilling prospects on a risked basis will be undertaken on interpreting the Wannamal 3D seismic survey. It is planned to drill “back to back” wells once a suitable drilling rig is contracted. These include: 

Wannamal and Wannamal Deep, located adjacent to Gingin West-1, is defined by 3D Seismic and is mature for drilling. Potential recoverable gas and condensate is 66 BCF and 2.3 MMBC.



The Gingin Gasfield defined by discovery wells Gingin-1 (WAPET, 1964) and Gingin-2 (WAPET, 1965) is the subject of this Wannamal 3D Seismic to be recorded in 2012 to provide:   

Gingin-4 well 50 BCF and 2.5 MMBC and a Gingin-4 Deep (Gingin-2 Deep) 32 BCF and 1.6 MMBC being in total 82 BCF and 4.1 MMBC (at 50 barrels of condensate (BC) per 1 MMCFG) Gingin-5, 37 BCF and 1.8 MMBC (at 50 BC per 1 MMCFG) The Gingin Gasfield area may require an additional well (Gingin-6). The Wannamal 3D Seismic may delineate additional tilted fault block structures in the Lower Cattamarra for additional gas reserves.

 By deepening Gingin West-1 to the Bootine Deep Tilted Fault Block, there is potential recoverable gas and condensate of 20 BCF gas and 1 MMBC. 12) Future potential recoverable gas to be processed through the Red Gully Gas and Condensate Plant. Wannamal and Deep, Gingin-4 and Deep, Gingin-5 and Bootine Deep is 205 BCF and 9.2 MMBC. 13) There is, in addition, a 60 km Trend from Gingin to Bullsbrook which has defined, from 2D Seismic, a further 1 trillion cubic feet of gas (1,000 BCF) and 40 million barrels of condensate of unrisked potential gas and condensate. 14) The final design of the Red Gully Gas Plant has provided for maximising gas and condensate recovery, together with the appropriate treatment of the condensate, to ensure it is suitable for refining. 15) In EP 368/426 Permits in the North Perth Basin, Empire and the Joint Venture executed a Farmin Agreement on 5 December 2011 with Origin Developments Pty Ltd to record the North Erregulla 3D Seismic Survey. Mobilisation of the Western Geco (Schlumberger) equipment brought in from Dubai is on location. It is planned to complete this North Erregulla 3D Seismic by May 2013 when the currently dry seeded wheat crop is harvested. 16) EP 432 North Perth Basin – Progress is being made in negotiating a farmout to drill a Shale Gas well in the northern part of EP 432. 17) In the Southern Perth Basin, Native Title negotiations were finalised on 20 December 2011. The State will offer the grant of two applications in the South Perth Basin to Empire and its joint applicant, ERM Gas Pty Ltd 18) Empire has increased its equity in the shallow rights of EP 454 which will see the drilling of the Charger-1 well in EP 454. The Charger Prospect is a anticlinal structure with 4-way dip closure mapped from the recent Garibaldi Seismic recorded in 2011. The Company is seeking to drill Charger-1 immediately after drilling the Black Arrow-1 well in northern EP 432 with DCA Rig 7.

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19) Milestones: (i)

Empire’s First Milestone to achieve up to 30 billion cubic feet (“BCF”) of recoverable gas and associated condensate in 2011 has been met, from the Gingin West-1 discovery in the Gingin West Block B together with the Red Gully-1 well discovery in the Gingin West Block A Structure.

(ii)

Commissioning of the Red Gully Gas and Condensate Plant is timetabled for November 2012.

(iii)

In EP 389 the Second Milestone is to achieve up to 100 BCF of recoverable gas and associated condensate in 2013 from further discoveries Wannamal-1 (and Wannamal Deep), and Gingin-4 and Deep and Gingin-5 well with both of the latter located in the Gingin Gasfield Area.

(iv)

The Company also plans to increase its exploration tempo along the Gingin-Bullsbrook Trend to increase reserves where there is the potential for in excess of one trillion cubic feet of unrisked gas reserves and 40 million barrels of condensate and oil.

(v)

Potential for a new discovery has recently been observed at the Eclipse Structure where it is apparent, from utilising geological information gained from the Gingin West-1 and Red Gully-1 discovery wells, that the Eclipse-1 well drilled in 2003 did not reach the D Sand reservoir objective that flowed gas in Gingin1, Bootine-1 and the 2010-2011 gas and condensate discoveries, Gingin West-1 and Red Gully-1. Should the deepening of Eclilpse-1 be successful, this will significantly enhance the prospectivity of Eclipse West and the Yeal Prospects and other seismically undefined structures in the EP 389 Permit.

(vi)

Drill shallow wells for oil during 2012. Drilling for oil in EP 432, EP 454 and EP 437 with DCA Rig 7. Drill Black Arrow-1 in EP 432 and Charger-1 in EP 454 in mid 2012 and possibly 1 well in EP 437.

(vii)

Empire is concentrating its exploration in the Perth Basin, and has complemented its Perth Basin portfolio with the recent acquisition of a 22.5% interest in EP 437 in the North Perth Basin. Drillable prospects are being evaluated including Wye Knot-1. Drilling in 2012 includes Black Arrow-1 and is also to include the drilling of a Charger-1 well in EP 454 and later, drilling in EP 368 and EP 426 after recording the North Erregulla 3D Seismic. A further farmout in EP 432 may see a Shale Gas well drilled in 2012.

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Schematic of the Red Gully Gas and Condensate Plant in EP 389, Perth Basin, Western Australia

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ONSHORE PERTH BASIN WESTERN AUSTRALIA Drilling in 2012-2013 EP 389 – Red Gully Gas and Condensate Plant Empire Oil & Gas N.L. (Operator) – 68.75% ERM Gas Pty Ltd – 21.25% Wharf Resources PLc – 10% Commissioning the Red Gully Gas Plant in November 2012. Record the Wannamal 3D Helicopter Seismic followed by the drilling of the planned “back to back” wells. Company Focus 

Empire is focusing its attention on the Perth Basin to commence production and increase recoverable reserves for the Red Gully Gas and Condensate Plant by drilling adjacent prospects and also further drilling of its other Perth Basin prospects.



The planned Heliseis 3D Seismic Survey, using helicopters to transport the drilling of shot holes and the recording geophones, is designed to provide both an excellent data set and also minimise any environmental impact. This will be the first Heliseis survey conducted in the Perth Basin which is innovative and designed to acquire an excellent data set, and will also, due to the low environmental impact, allow for a speedy approval process by the State Government. The Company looks forward to recording this survey in 2012 to follow with further drilling to increase gas and condensate reserves in the Perth Basin.



Planned wells from the Wannamal 3D Seismic include the Wannamal and Deep, Gingin-4 and Deep and Gingin-5 well and also Gingin West Deep (Bootine Deep). The estimated potential recoverable gas from all of these structures is estimated at 200 BCF and 9.2MMBC.



Empire Oil & Gas N.L., on behalf of the EP 389 Joint Venture, announced on 3 January 2012 that certain conditions precedent in the Gas Supply Agreement (“GSA”) with Alcoa of Australia Limited (“Alcoa”), Empire Oil Company (WA) Limited (“Empire”), a wholly-owned subsidiary of Empire Oil & Gas N.L., ERM Gas Pty Ltd (“ERM”), a wholly-owned subsidiary of ERM Power Limited and Wharf Resources Plc have been satisfied. Accordingly Alcoa has made the first pre-payment to the EP 389 Joint Venture of $5 million. This first prepayment of $5 million confirms Alcoa’s commitment to this GSA and the construction and commencement of the Red Gully Gas Plant. A further $15 million will be paid by Alcoa upon the approval of the Pipeline Licence anticipated in the second Quarter 2012. An additional $5 million is available from Alcoa should the Red Gully Gas and Condensate Plant costs exceed $20 million.



As provided in an ASX Release of 25 October 2011, the GSA became unconditional where Empire, ERM and Wharf have agreed to sell to Alcoa a total of 15,000 Terrajoules (“TJ”) of gas in two separate tranches from the Gingin West and Red Gully Gasfields.



The first Tranche consists of the Forward Gas Sales component where Alcoa have agreed to pay $25 million. These funds will be utilised to construct the Red Gully Gas and Condensate Plant, the connecting pipeline to the Dampier to Bunbury Natural Gas Pipeline (“DBNGP”) and the associated production facilities.



The second Tranche, the majority of the GSA, is a separate and a normal Gas Supply Agreement.



This Red Gully Gas and Condensate Plant is timetabled to be commissioned in November 2012.



Empire also announced on 3 January 2012 that an agreement was entered into between Empire and the EP 389 Joint Venture parties, Alcoa and the owners of the Dampier to Bunbury Natural Gas Pipeline (“DBNGP”) providing access to the DBNGP where gas will be shipped to Alcoa. In addition there is provision to ship gas to other gas customers where the EP 389 Joint Venture may wish to sell additional gas, other than to Alcoa, in the future over the initial 20 year period of the agreement. Empire, the Operator of the EP 389 Permit and the Red Gully Gas and Condensate Plant, has a timetable for the construction and commencement of first gas production in 2012 together with condensate sales.

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NORTH ERREGULLA EP 368 AND EP 426



On 5 December 2011 Empire Oil Company (WA) Limited (“Empire”), a wholly-owned subsidiary of Empire Oil & Gas N.L., announced the execution of Farmin Agreements with Origin Developments Pty Ltd (“Origin”), a whollyowned subsidiary of Origin Energy Limited for petroleum exploration permits EP 368 and EP 426 in the North Perth Basin at 10.00 am today 5 December 2011.



These Farmin Agreements provide for the recording of a 100 square kilometre 3D Seismic Survey within EP 368 and EP 426 (“North Erregulla 3D Seismic Survey”) to provide for the delineation of drillable prospects in EP 368 and EP 426.



The parties to these Farmin Agreements are: EP 368 Origin and Empire EP 426 Origin, Empire, ERM Gas Pty Ltd (“ERMG”) and Allied Oil & Gas PLc (“Allied”)



Origin will earn a 40% interest in each of EP 368 and EP 426 by paying 80% of the costs of the North Erregulla 3D Seismic Survey.



Empire, ERMG and Allied will have their costs fully carried by Origin for the North Erregulla 3D Seismic Survey. Norwest Energy N.L. (“Norwest”) has elected to maintain its 20% working interest and will contribute 20% to the costs of the North Erregulla 3D Seismic Survey in EP 368 and EP 426.



Origin will conduct the North Erregulla 3D Seismic Survey which is planned to be completed by May 2013. Empire is carried through the expenditure of this seismic programme



Empire will retain the operatorship of EP 368 and EP 426 and will also conduct the drilling programmes upon maturing drilling locations where structural closures are confirmed by the North Erregulla 3D Seismic Survey. Upon a decision to undertake an appraisal and development programme being made, Origin will assume operatorship.



The North Erregulla Prospect is located approximately 28 kilometres east of the Dongara Gasfield and the Hovea/Jingemia oilfields and 30 kilometres north west of the Beharra Springs Gasfield.



Based on the current mapping and reservoir parameters in the North Erregulla-1 well and the volume of the current mapped structure, Empire has calculated that the entire North Erregulla tilted fault block structure has the potential to have estimated recoverable oil in the order of 25 million barrels of oil in the Dongara Sandstone and 3 million barrels in the Arranoo Member.



There is also potential to trap a further 100 billion cubic feet of gas in the deeper Irwin River Coal Measures and the High Cliff Sandstone. The pre and post farmin equities are as follows:

Exploration Permit

Current Parties

Current %

EP 368 North Perth Basin

Empire Oil & Gas NL *Norwest Energy NL

80% 20%

Empire Oil & Gas NL Norwest Energy NL Origin Energy Developments Pty Ltd

40% 20% 40%

EP 426 North Perth Basin

Empire Oil & Gas NL ERM Power Limited *Norwest Energy NL Allied Oil & Gas PLc

42.22%

Empire Oil & Gas NL ERM Power Limited *Norwest Energy NL Allied Oil & Gas PLc Origin Energy Developments Pty Ltd

21.11% 13.89% 20% 5% 40%

27.78% 20% 10%

Parties % after Farmin

*Norwest Energy N.L. is not a party to the Farmin Agreements and will contribute pro-rata its 20% interest.

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EP 432 North Perth Basin Empire Oil & Gas N.L. (“Empire”) is pleased to announce that it has agreed the terms of the drilling of petroleum exploration well, Black Arrow-1, in EP 432 in the North Perth Basin, subject to executing a formal Farmin Agreement between Empire Oil Company (WA) Limited and ERM Gas Pty Ltd (“ERM Gas”). ERM Gas, a wholly-owned subsidiary of ERM Power Limited, has agreed to farm into the northern 12 graticular blocks of EP 432, called Area A, to earn an additional 35% interest in Area A by funding 60% of Empire’s share of an exploration well to be drilled to at least 1,000 metres to evaluate the oil potential of the Arranoo Sandstone in the defined prospect, Black Arrow. Upon completion of the drilling of the Black Arrow-1 well in Area A, the interests in Area A will be: Empire Oil Company (WA) Limited ERM Gas Pty Ltd Allied Oil & Gas PLc

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42.5% (Operator) 47.5% 10%

Empire will operate the drilling programme which will commence upon formal Approval to Drill by the Department of Mines and Petroleum (“DMP”). The interests in the remainder of the EP 432 Permit, Area B, which has drillable prospects Cooljarloo and Woolka, are: Empire Oil Company (WA) Limited ERM Gas Pty Ltd Allied Oil & Gas PLc

77.5% (Operator) 12.5% 10%

The drilling of the Black Arrow-1 well is to evaluate the relatively shallow Arranoo Sands within the Triassic aged Kockatea Shale. This farmout progresses the EP 432 Joint Venture in Area A to also evaluate the deeper Permian aged Carynginia Formation and the Irwin River Coal Measures for natural gas in both conventional sandstone reservoirs and, in particular, the unconventional large shale gas plays. The Black Arrow-1 Prospect in EP 432 The Black Arrow structure is located on the Cadda Terrace in the northern part of the onshore Perth Basin which is a northsouth trending tilted fault block downthrown to the east and dipping to the west at approximately 3 0. The tilted fault block consists of two highs. The high to the north in the adjacent permit was drilled by the Gairdner-1 well in 1990 by Arrow Petroleum where the live oil shows in the Triassic Arranoo Sands were not validly tested. The high to the south is the Black Arrow prospect with the reservoir objectives also being the Early Triassic Arranoo Sands, which are sealed by 50 metres of marine shales at the top Kockatea Shale and sourced by the organic-rich marine shales of the base of the Kockatea Shale. The Black Arrow structure covers an area of 3,600 hectares and has estimated potential recoverable oil for the Arranoo of 10 million barrels. The Black Arrow-1 well will be drilled to test the Arranoo Sands interpreted to be at 900m to 935m depth. The total depth of the well is 1,000m. The Company is settling a drilling contract with Drilling Contractors of Australia and DCA Rig 7 to drill Black Arrow-1 as soon as the Approval to Drill is granted by the DMP. The unconventional shale gas potential of Empire’s 11 petroleum exploration permits in the Perth Basin is the subject of an independent evaluation to provide an estimate of the very large potential recoverable gas resource. The Joint Venture is particularly keen to pursue the shale gas potential of this Area A of EP 432. EP 454 Empire, as part of this farmin by ERM Gas, has farmed into the shallow rights of the EP 454 Permit being the interval down to the base of the Yarragadee Formation. This is called the Yarragadee Rights. Empire has always been keen to drill this very exciting oil prospect as Charger-1. The Charger Prospect is mature for drilling to intersect the Jurassic aged Parmelia and Yarragadee within this seismically defined anticlinal prospect. The well depth is 1,000m. The equities in the EP 454 Yarragadee Rights are: Empire Oil Company (WA) Limited ERM Gas Pty Ltd

83 1/3% (Operator) 16 2/3%

Empire is seeking to farmout some of its 83 1/3% to drill Charger-1 as the second well following the drilling of Black Arrow1. The Charger Prospect in EP 454 The Charger Prospect is a simple anticline with 4 way dip closure. This type of closure is rare in the Perth Basin and is considered relatively low risk as 4 way dip closure is not fault dependent as are the majority of structures in the Perth Basin. Empire’s Gingin West-1 discovery was a 4 way dip closure. The depth to the main reservoir objectives are less than 1,000 m. The main reservoir objectives are fluvial sandstones of the Late Jurassic Yarragadee Formation sealed by shales of the Otorowiri Member of the Late Jurassic Parmelia Formation. The prospectivity of this shallow play type is seen in the Dandaragan-1 well that recovered oil from the Yarragadee Formation reservoir which is located south of the Charger prospect. The Warro Gasfield also has the Yarragadee as its reservoir although at a much greater depth of 4,000m. Oil is sourced from the lacustrine shales of the Early Jurassic Cattamarra Coal Measures, deeply buried in the adjacent Dandaragan Trough (i.e. Empire’s Gingin West-1 and Red Gully-1 discoveries).

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Although the oil in Dandaragan-1 was biodegraded, the sandstone objectives and geothermal gradients are higher in the Charger Prospect and potential oil trapped in the Charger structure may not be so severely biodegraded. The volume of oil in place in the Charger structure is a very large 205 million barrels of oil. Empire has used very conservative recovery factor of 10% with recoverable oil estimated at 20 million barrels if hydrocarbons are discovered and the structure is filled to its spill point. Empire looks forward to announcing the drilling timetable for the Black Arrow-1 well and also, upon firming up venture participation, the timing of drilling of Charger-1 as well.

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EP 437 NORTH PERTH BASIN WESTERN AUSTRALIA Empire Oil Company (WA) Limited - 22.5% (Empire Oil Company (WA) Limited is entitled to a 22.5% interest acquired from Key Petroleum Limited). Key Petroleum Limited – 27.5% CalEnergy Gas (Australia) Limited (Operator) – 55% EP 437 is located in the northern part of the Perth Basin on the southern end of a significant basement high, known as the Northhampton High. The EP 437 Permit area of the North Perth Basin and its evolution has provided the Triassic aged Kockatea Shale, a highly organic rich and well known source rock which also includes two reservoir sand members. These sand members are the Bookara Sandstone Member in the basal section and the Arranoo Sandstone Member in the upper part. Both these reservoir sandstones exhibit fair to good reservoir quality evaluated in a number of wells drilled within the Basin. Two recent wells were drilled in the Permit during 2011. The Dunnart-1 well, drilled to 667 metres in January 2011, had good oil shows in the Bookara Sandstone. These oil shows are currently being re-evaluated by Key as part of a permit evaluation including the remapping of all of the existing seismic data sets. On 3 February 2011, the second well, Dibblers-1, was drilled to a total depth of 525m to test the Bookara Sandstone. The Dibbler Structure consisted of a low relief fault dependent structure. No hydrocarbon shows were recorded and the well was plugged and abandoned.

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The prospectivity of the Permit is also confirmed by the Wye-1 well drilled to 766 metres in 1996. Oil shows while drilling Wye were recorded in virtually every porous sandstone from the top of the Jurassic aged Champion Bay Group (Cadda Formation) to the Permian aged Wagina Sandstones. Gas shows were noted in the Arranoo Sands and the basal sands of the Triassic aged Kockatea Shale. Wye-1 flowed 4.4 million cubic feet of gas per day (4.4 MMCFGD) from the Permian aged Wagina Sandstone on test with H2S in the gas stream. The H2S was postulated to be from an oil leg, possibly biodegraded, downdip at the Wye Knot Prospect. A further test conducted within the Arranoo Sandstone had a calculated gas flow rate of 1.7 MMCFGD. The good oil shows in Wye-1 support a possible down dip oil leg. The hydrocarbon potential of the Wye and Wye Knot area and the Dunnart-1 well will be evaluated as part of a Permit review by Empire. This is being undertaken to develop prospects and leads identified in the EP 437 Permit, considered highly prospective, particularly for oil. CalEnergy is withdrawing from the Permit where Empire is entitled to increase its interest from 22.25% to 50% and will assume the operatorship.

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J L Craig Marshall BSc (Hons), F.Aus.IMM, CPGeo, Managing Director EMPIRE OIL & GAS NL Dated this 27th day of April 2012 Perth, Western Australia Competent Person’s Statement Information in this Quarterly Report relates to exploration results that are based on information compiled by Mr JL Craig Marshall who is a full time employee of Empire Oil & Gas NL. JL Craig Marshall is a Fellow of the Australian Institute of Mining and Metallurgy and is a Certified Practicing Geologist BSc (Hons), F.Aus.IMM, CPGEO, and has more than 30 years experience relevant to oil and gas exploration and production.

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Appendix 5B Mining exploration entity quarterly report Rule 5.3

Appendix 5B Mining exploration entity quarterly report Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98, 30/9/2001, 01/06/10.

Name of entity

EMPIRE OIL & GAS NL Quarter ended (“current quarter”)

ABN

55 063 613 730

31 March 2012

Consolidated statement of cash flows Current quarter $A’000

Cash flows related to operating activities 1.1

Receipts from product sales and related debtors

1.2

1.3 1.4 1.5 1.6 1.7

1.8

1.9

1.10 1.11 1.12

1.13

Year to date (9 months) $A’000

24

3,461

Payments for

(a) exploration and evaluation (b) development (c) production (d) administration Dividends received Interest and other items of a similar nature received Interest and other costs of finance paid Income taxes paid Other (net GST receipts/payments)

(403) (1,144) (256) 101 (322)

(1,907) (1,860) (1,011) 217 13

Net Operating Cash Flows

(2,000)

(1,087)

(6) (149) -

(6) (149) -

(155)

(155)

(2,155)

(1,242)

Cash flows related to investing activities Payment for purchases of: (a) prospects (b) equity investments (c) other fixed assets Proceeds from sale of: (a) prospects (b) equity investments (c) other fixed assets Loans to other entities Loans repaid by other entities Other Net investing cash flows Total operating and investing cash flows (carried forward)

+ See chapter 19 for defined terms. 01/06/2010 - Appendix 5B

Page 1

Appendix 5B Mining exploration entity quarterly report

1.13

Total operating and investing cash flows (brought forward)

(2,155)

(1,242)

Cash flows related to financing activities Proceeds from issues of shares, options, etc. Proceeds from sale of forfeited shares Proceeds from borrowings Repayment of borrowings Dividends paid Other - capital raising costs

(4) -

6,500 (10) (395)

Net financing cash flows

(4)

6,095

Net increase (decrease) in cash held

(2,159)

4,853

1.20 1.21

Cash at beginning of quarter/year to date Exchange rate adjustments to item 1.20

10,267 -

3,255 -

1.22

Cash at end of quarter

8,108

8,108

1.14 1.15 1.16 1.17 1.18 1.19

Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities Current quarter $A'000 1.23

Aggregate amount of payments to the parties included in item 1.2

1.24

Aggregate amount of loans to the parties included in item 1.10

1.25

Explanation necessary for an understanding of the transactions

(242) -

Director remuneration

Non-cash financing and investing activities 2.1

Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows Nil

2.2

Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest N/A

+ See chapter 19 for defined terms. Page 2

01/06/2010 - Appendix 5B

Appendix 5B Mining exploration entity quarterly report

Financing facilities available Add notes as necessary for an understanding of the position.

3.1

Loan facilities

3.2

Credit standby arrangements

Amount available $A’000

Amount used $A’000

30

30

-

-

Estimated cash outflows for next quarter $A’000 4.1

Exploration and evaluation

4.2

Development

4.3

Production

4.4

Administration

150 4,310

320

Total

4,780

Reconciliation of cash Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows. 5.1

Cash on hand and at bank

5.2

Current quarter $A’000

Previous quarter $A’000

536

4,393

Deposits at call

7,572

5,874

5.3

Bank overdraft

-

-

5.4

Other (provide details)

-

-

8,108

10,267

Total: cash at end of quarter (item 1.22)

Changes in interests in mining tenements Tenement reference 6.1

Interests in mining tenements relinquished, reduced or lapsed

6.2

Interests in mining tenements acquired or increased

Nature of interest (note (2))

+ See chapter 19 for defined terms. 01/06/2010 - Appendix 5B

Page 3

Interest at beginning of quarter

Interest at end of quarter

Appendix 5B Mining exploration entity quarterly report

Issued and quoted securities at end of current quarter Description includes rate of interest and any redemption or conversion rights together with prices and dates.

Total number

7.1

7.2

7.3 7.4

7.5

7.6

7.7

7.8 7.9 7.10 7.11 7.12

Preference +securities (description) Changes during quarter: (a) Increases through issues (b) Decreases through returns of capital, buybacks, redemptions +Ordinary securities

Number quoted

Issue price per security (see note 3) (cents)

Amount paid up per security (see note 3) (cents)

-

-

-

-

4,745,658,296

4,745,658,296

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Exercise price

Expiry date

$0.015 $0.017

28 November 2013 28 November 2014

Changes during quarter: (a) Increases through issues (b) Decreases through returns of capital, buy-backs +Convertible debt securities (description) Changes during quarter: (a) Increases through issues (b) Decreases through securities matured, converted Options (description and conversion factor) Issued during quarter Exercised during quarter Expired during quarter Debentures (totals only) Unsecured notes (totals only)

17,000,000 140,000,000

-

-

-

-

-

-

-

-

-

-

-

+ See chapter 19 for defined terms. Page 4

01/06/2010 - Appendix 5B

Appendix 5B Mining exploration entity quarterly report

Compliance statement 1

This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 4).

2

This statement does give a true and fair view of the matters disclosed.

Sign here:

Date:

27 April 2012

(Managing Director) Print name:

J L Craig Marshall

Notes 1

The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

2

The “Nature of interest” (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2.

3

Issued and quoted securities: The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities.

4

The definitions in, and provisions of, AASB 1022: Accounting for Extractive Industries and AASB 1026: Statement of Cash Flows apply to this report.

5

Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

+ See chapter 19 for defined terms. 01/06/2010 - Appendix 5B

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