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EMPIRE OIL & GAS NL ABN 55 063 613 730 229 Stirling Highway CLAREMONT 6010 WESTERN AUSTRALIA TELEPHONE +61 8 9284 6422 FACSIMILE +61 8 9284 6588 EMAIL [email protected] WEB www.empireoil.com.au 30 January 2013 The Manager The Australian Securities Exchange The Company Announcements Office Level 4/20 Bridge Street SYDNEY NSW 2000 Dear Sir, RE: QUARTERLY REPORT FOR THE PERIOD ENDED 31 DECEMBER 2012 Please find details of the Quarterly Report, period ended 31 December 2012. Yours faithfully On behalf of the Board of Directors JL CRAIG MARSHALL Managing Director EMPIRE OIL & GAS NL urs in the working day tha n those hours th at concer ed – excepts on those rar derson Lee prefe rs em plo s For personal use only

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Page 1: EMPIRE OIL & GAS NL - Australian Securities Exchange · empire oil & gas nl abn 55 063 613 730 229 stirling highway claremont 6010 western australia telephone +61 8 9284 6422 facsimile

EMPIRE OIL & GAS NL

A B N 5 5 0 6 3 6 1 3 7 3 0

2 2 9 S t i r l i n g H i g h w a y

C L A R E M O N T 6 0 1 0 W E S T E R N A U S T R A L I A

T E L E P H O N E + 6 1 8 9 2 8 4 6 4 2 2

F A C S I M I L E + 6 1 8 9 2 8 4 6 5 8 8

E M A I L i n f o @ e m p i r e o i l . c o m . a u

W E B w w w . e m p i r e o i l . c o m . a u

30 January 2013 The Manager The Australian Securities Exchange The Company Announcements Office Level 4/20 Bridge Street SYDNEY NSW 2000

Dear Sir,

RE: QUARTERLY REPORT FOR THE PERIOD ENDED 31 DECEMBER 2012

Please find details of the Quarterly Report, period ended 31 December 2012. Yours faithfully

On behalf of the Board of Directors JL CRAIG MARSHALL Managing Director EMPIRE OIL & GAS NL

It is not th e number of hours in th e working day th at’ s important it’s th e

work that gets achiev ed in those hours th at concerns Anderson Lee.

Overtim e is not encouraged – excepts on those rar e occasions wh en it is

absolutely nec essary. Anderson Lee prefe rs em ployee s to work ef ficiently in

the seven and a half hours

availabl e each day.

Ander son Lee strives to create a productive and

positive wo rking environme nt. The company has a ‘give -and-tak e’ at titud e

when it come s to it’s

employees . It rewa rds har d wo rk by offering

employee s incentiv es like, flex ible work hours and time in leu . Time in leu

enables emp loye es who have wo rked with diligenc e and effi ciently to tak e

time off during quieter time s or en joy a l ong week end or extended holiday.

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Competent Person’s Statement

Information in this ASX Release relates to exploration results that are based on information compiled by Mr J L 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. For more informat ion contac t: JL Craig Marshal l 229 St i r l ing Highwa y BSc (Hons), F.Aus. IMM, CPGeo CLAREMONT WA 6010 Managing Di rector Ph: +61 8 9284 6422 Empire Oi l & Gas NL Fax: +61 8 9284 6588

[email protected]

It is not th e number of hours in th e working day th at’ s important it’s th e

work that gets achiev ed in those hours th at concerns Anderson Lee.

Overtim e is not encouraged – excepts on those rar e occasions wh en it is

absolutely nec essary. Anderson Lee prefe rs em ployee s to work ef ficiently in

the seven and a half hours

availabl e each day.

Ander son Lee strives to create a productive and

positive wo rking environme nt. The company has a ‘give -and-tak e’ at titud e

when it come s to it’s

employees . It rewa rds har d wo rk by offering

employee s incentiv es like, flex ible work hours and time in leu . Time in leu

enables emp loye es who have wo rked with diligenc e and effi ciently to tak e

time off during quieter time s or en joy a l ong week end or extended holiday.

EMPIRE OIL & GAS NL

ASX RELEASE

30 January 2013

Quarterly Report for the Period Ended 31 December 2012

Empire is pleased to release the Quarterly Report for the period ended 31 December 2012.

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EMPIRE OIL & GAS NL ABN 55 063 613 730

Quarterly Report

For the Period Ended 31 December 2012

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Red Gully Gas and Condensate Processing Facility, Gingin, Western Australia

Weatherford Rig 826 at Red Gully-1

Key Information

RED GULLY

The construction of the Red Gully Gas and Condensate Processing Facility is at an advanced stage as of January, 2013.

The main Electrical Control Centre (the heart of the Facility) has been installed. Installation of all the electrical and instruments around the Facility, which are wired into the Facility are now being constructed.

The Flash Gas Compressor, manufactured in Houston, is being shipped to Fremantle.

The Gas Engine and Alternator to the power supply, manufacture in USA and wired in Italy, is on route.

Backup power installation from the State’s Western Power Grid is near complete.

Service Company, Oceaneering Services Pty Ltd “Oceaneering” was awarded the Contract to Commission, Operate and Maintain the Red Gully Facility. Oceaneering are now involved in the final construction of the Facility, for Commissioning targeted for March, 2013.

Empire and the Red Gully Joint Venture are in the process of invoicing for the final $5 million payment from Alcoa of Australia which will total the $25 million forward gas sales agreement.

Earthworks of the site have made provision for a substantial laydown area and workshop for other petroleum exploration activities of seismic and drilling. This includes a magazine site for explosives for the planned Wannamal 3D Heliseismic survey. The helipad is also located nearby.

EXPLORATION ACTIVITY

Empire has negotiated slots with DCA Rig 7 to drill three wells in the North Perth Basin in 2013 These are Waugh-1 in EP 437 near Dongara, Black Arrow-1 in EP 432 near Jurien Bay and Charger-1 in EP 454 near Three Springs.

Empire is the major shareholder of Key Petroleum Limited who is to drill the Cyrene-1 well in the Canning Basin, Western Australia in January/February, 2013 with DCA Rig 7.

DCA Rig 7 is planned to follow with the drilling of Waugh-1 in Empire’s EP 437 Permit. Empire’s 25 man drilling camp is planned to be mobilised from the Cyrene-1 location to the Waugh-1 well location.

The Waugh-1 approval to drill with the DMP is required prior to mobilisation.

The Charger-1 and the Black Arrow-1 well approvals are also in

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Wannamal 3D Heliportable Seismic Exploration

the process to be approved by the DMP. Empire has contracted specialist Safety and Environmental Consultants to assist in this approval process with the State Government.

SEISMIC SURVEY

The approval of the 80Km2 Wannamal 3D Seismic is expected from the State Government Department. The Heliseismic survey has been chosen to speed up this lengthy process, especially the Environmental Management Plan. This type of survey has a “low impact” on both landowners’ property and the Boonanarring Nature Reserve. Coverage in this reserve is required to give good multifold seismic data over the Gingin Gas Field Area.

The Wannamal 3D Heliseis of 80Km2 is designed to define drilling locations for at least three wells to provide additional gas and condensate reserves to be treated through the Red Gully Processing Facility.

The parameters used in the Wannamal Test Seismic Survey recorded in July, 2012 have been processed and this evaluation included the Tender process.

The successful Tenders for both recording of the Wannamal 3D Seismic and for helicopter conveyed equipment work will be announced upon final pricing, timing and approvals.

Prospects defined by previous seismic surveys, including the Garibaldi 2D Seismic Survey, has delineated three prospects to mature drilling status. Empire has negotiated slots with DCA Rig 7 to drill these three wells in the North Perth Basin in 2013. These are Waugh-1 in EP 437 near Dongara, Black Arrow-1 in EP 432 near Jurien Bay and Charger-1 in EP 454 near Three Springs.

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24 January 2013 Location photo of the Red Gully Gas and Condensate Facility

The Acoustic Enclosure for the Export Compressor installed the main Piperack completed with

electrical cabling trays, Condensate Tanks are fixed into position and the Motor Control Room (the heart of the facility) delivered to site and located at the rear of this photo.

Red Gully Gas and Condensate Processing

Facility

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The Flash Gas Compressor in the test process in Houston, USA earlier in the month (left) and completed ready to be shipped to Fremantle this month (right).

The Export Compressor has been enclosed by an Acoustic Enclosure.

FLASH GAS COMPRESSOR

EXPORT COMPRESSOR AND ACOUSTIC ENCLOSURE

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5 | P a g e

Pipework around the Facility including the Condensate Stabilisation Process Area (left) and pipework attached on the Condensate Heater (right).

The Air Flow Vent is attached the Acoustic Enclosure (left) and Condensate Knockout Drum Valves (right).

PIPEWORK

VALVES AND VENT

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6 | P a g e

MOTOR CONTROL CENTRE

FLOWLINES

The Motor Control Centre (MCC) has been installed upon the metal bracing (left) and cabling has commenced. Final paint work to follow.

Flowline footings are being installed upon metal pipe supports from the wellhead areas towards the Facility.

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7 | P a g e

The Condensate Tanks were placed onto their supporting structure and foundations prior to Christmas. Pipe testing and gabling has been completed in early January.

CIVIL WORK

CONDENSATE TANKS AND AREA

Civil works near completion in the main Facility area with concrete slabs to be poured including the Gas Metering Facility, Flash Gas Compressor and Condensate Loading Area.

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8 | P a g e

Location of Petroleum Permits, Western Australia

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9 | P a g e

Location of Petroleum Permits, Onshore Perth

Basin

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10 | P a g e

Perth Basin Drilling Prospects

PERMIT

STATUS

BASIN PROSPECT

ESTIMATED POTENTIAL

RECOVERABLE OIL & GAS

EP 389

Gingin West-1 Red Gully-1 Empire - 68.75% Wharf Resources PLC - 10% ERM Gas Pty Ltd - 21.25%

Gingin West-1 Discovery April 2010 Red Gully-Discovery February 2011. 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 Terajoules of gas from the Gingin West and Red Gully Gas fields in two separate tranches. The First Tranche, the Forward Gas Sales component, Alcoa has agreed to purchase for A$25 million. The Second Tranche consists of the majority of this Gas Supply Agreement. The GSA is a key foundation to support the commercialisation of the gas fields. 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 second pre-payment of $20 million cleared funds was announced on 10 August, 2012. A further $5 million is now in the process to be paid by Alcoa. The final cost of this Facility is dependent on the construction timeframe. Commissioning is timetabled for March, 2013.

North Perth Basin

Gingin West-1 and Red Gully-1 Gas 30 BCF Condensate 1.5 to 2.0 MMBC

Wannamal and Wannamal Deep Prospects

Wannamal Fault Dependent closure the same play style as the Gingin-1 gas discovery. Wannamal is prospective in the Unit D Sands of the Upper Cattamarra. Wannamal Deep Tilted Fault Block Prospective in the Lower Cattamarra LC1, LC3 & LC4 Sands that flowed gas in both Gingin-1 and Gingin-2.

North Perth Basin

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

Define Gingin Gas Field Area and Wannamal Prospect within the Wannamal 3D Heliseismic

Extend the existing Gingin West 3D Seismic over the Gingin Gas Field Area and Wannamal as the Wannamal 3D Heliseismic Survey to delineate drilling prospects. This is now programmed for 2013 pending final approvals by the DMP and other State Government Departments. Current prospects are:

North Perth Basin

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11 | P a g e

Wannamal and Deep. Gingin-4 which will evaluate the Gingin-2 tilted fault block and may, subject to interpretation of the Wannamal 3D Seismic, also evaluate the down thrown block. Gingin-5 which will evaluate the Gingin-1 down thrown block (Gingin Gas Field Area)

Gas 66 BCF Condensate: 2.3 MMBC Gas 32 BCF Condensate 1.6 MMBC Gas 87 BCF Condensate 4.3 MMBC

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 (Gingin West Deep)

North Perth Basin

Gas 20 BCF gas and associated condensate (approx. 1.0 MMBC) or Oil 3 MMBO

Yeal Seismic needs to be recorded before drilling Yeal

North Perth Basin Oil 25 MMBO

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

North Perth Basin Gas 100 BCF Condensate 1.2 MMBC

Eclipse Record Seismic Drill Eclipse Deep-1

North Perth Basin Gas 100 BCF Condensate 1.2 MMBC

Eclipse West Record Seismic Drill Eclipse West

North Perth Basin Gas 225 BCF Condensate 2.7 MMBC

EP 426

Empire - 42.22% Allied - 10% ERM - 27.78% Norwest Energy - 20%

The 50Km2 3D North Erregulla Seismic Survey was to be recorded in 2013 with Origin. Origin has withdrawn from the Farm-in Agreement. This 3D Seismic is delayed until new venture participation is settled. Recent testing at Arrowsmith-2 demonstrates also the unconventional shale gas, tight gas and oil potential in this area of the Perth Basin.

North Perth Basin Drill one well pro rata to the equity held to test the Arranoo Sandstone and the Dongara Sandstone within the Kockatea Shale which both recovered oil from the North Erregulla-1 well drilled in 1967.

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

EP 368

Empire 80% Norwest Energy - 20%

The North Erregulla 50Km2 3D Seismic Survey was to be completed in 2013 with Origin within EP 368. Origin has withdrawn from the Farm-in. Empire is discussing venture participation with other parties. The 3D Seismic will be delayed as a consequence. Recent testing at Arrowsmith-2 by others has demonstrated also the unconventional shale gas, tight gas and oil potential in this area of the Perth Basin.

Drill one well pro rata to the equity held to test the Arranoo Sandstone and the Dongara Sandstone within the Kockatea Shale which both recovered oil from the North Erregulla-1 well drilled in 1967.

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

EP 432 North Area A Empire - 42.5% (Operator) ERM Gas – 47.5% Allied Oil & Gas Plc - 10%

Drill Black Arrow-1 in 2013 in northern EP 432. Farm-in with ERM Gas Pty Ltd. Potential recoverable oil 10 MMBO in the Arranoo Sandstones. Shale gas potential being evaluated. Farminee, ERM increasing their equity from 12.5% to 47.5% in Area A paying 52.5% of the well, earning an additional 35% Black Arrow-1 Drilling Programme lodged with DMP. Drilling upon approval.

North Perth Basin Permit Split Northern EP 432 ERM Farm-in. Drill Black Arrow-1 and then negotiate drilling deeper and separate well to evaluate unconventional large gas potential of the Permian aged reservoir objectives following Black Arrow-1.

Oil 10 MMBO Black Arrow Large unconventional/shale potential in deeper objectives.

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12 | P a g e

EP 432 South Area B Empire - 77.5% (Operator) ERM Gas - 12.5% Allied Oil & Gas Plc - 10%

In Southern EP 432 Area B Woolka Prospect Cooljarloo Prospect Both defined by 3D Seismic Recorded the Mullyering 3D seismic Survey in 2008 which defined these prospects

North Perth Basin

Oil 30 MMBO 6 MMBO

EP 454 Shallow Rights

Empire – 63.34% ERM Gas – 16.66% Perth Resources Limited – 20%

Garibaldi Recorded 90 km Garibaldi 2D Seismic Survey in April 2011. Seismic mapping provided both Jurassic and Permian objectives. ERM funded the Garibaldi 2D Seismic, and earned 50% in the Permit. Shallow Rights; 1. ERM farmed out to Empire earning an

additional 33.33%, paying an additional 50% of Charger-1 well in the Shallow Rights.

2. Empire farmed out to Perth Resources Limited, where Perth Resources will pay 40% of Charger-1 to earn 20% in the Shallow Rights.

North Perth Basin Empire settled a shallow rights Farm-in in EP 454 of 83.33%. Charger-1, a 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. The Company is preparing to lodge this drilling programme and would like to drill the well in 2013 following Black Arrow-1 in EP 432 and Waugh-1 in EP 437

Charger with Jurassic reservoir objectives Potential 20 MMBO recoverable oil.

EP 454 Deep Rights Empire – 50% ERM Gas – 50%

Deep Rights; Garibaldi Seismic defined The Garibaldi Prospect

North Perth Basin

Gas Garibaldi 40 BCF or 9 MMBO Permian reservoir objectives of Dongara Sandstone and Wagina Formation Dongara/Wagina. 6 MMBO Jurassic reservoir objective of Cattamarra Both objectives overlay and will be drilled as 1 well.

EP 416 Empire - 85% Allied Oil & Gas Plc - 10% ERM Gas - 5%

Plan to acquire 80km 2D seismic survey to evaluate the shallow Leschenault Prospect with the Triassic aged, Lesueur Sandstone and Permian aged Sue Coal Measures Objectives Drill Wellesley-1. (Mature to drill) Drill Leschenault if closure confirmed by seismic. (strong lead)

South Perth Basin Wellesley Leschenault Lead

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

EP 430

Empire - 100%

New seismic was recorded as part of the Garibaldi Seismic Survey in April 2011 in the Permit. This seismic and the existing seismic delineated two new leads called the Launer and Winchester Prospects. New 2D seismic planned for 2013 to mature these prospects to drillable status. Launer also straddles EP 454.

North Perth Basin

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

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

EP 437 Empire – 35% (Operator) Key Petroleum Limited – 50% Caracal Exploration Pty Ltd – 15%

The Waugh Prospect is a seismically defined drillable prospect. A drilling programme is to be lodged to drill Waugh-1 in 2013 as part of a three well programme in the North Perth Basin.

North Perth Basin Waugh-1 is a shallow well with a total depth of 750 metres

3-5 MMBO

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13 | P a g e

Caracal farmed into Empire’s interest, paying 30% of the well cost to earn 15% in the Permit.

EP 480 Empire – 40% ERM Gas – 60%

Leschenault North Lead has been mapped from the seismic data sets as an extension of the Leschenault Prospect within EP 416

South Perth Basin Leschenault Lead

Undefined

EP 479 Empire – 100%

A number of leads with both Jurassic Aged Cattamarra Coal Measures objectives and also Triassic reservoir objectives.

South Perth Basin Leads Undefined

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14 | P a g e

The Wannamal Test Shot Hole Survey (top) and the construction of the Wannamal 3 D Seismic Survey Helipad (bottom).

Activities During The Quarter

PERTH BASIN

EP 389, ONSHORE PERTH BASIN

Empire Oil Company (WA) limited (Operator) - 68.75% ERM Gas Pty Ltd - 21.25% Wharf Resources Plc - 10%

SEISMIC SURVEY AND EXPLORATION

Tenders for the 80Km2

Wannamal 3D (Heliseis) Seismic Survey has been evaluated with tenders accepted to undertake this 3D Heliseis Survey. Approval for the very detailed Environmental Management Plan and Safety Case is now expected to be granted by the State Government Departments. Landowner discussions and access are near final. Recording seismic is planned for April/May, 2013.

Planned drilling adjacent to the Red Gully Gas and Condensate Facility will be selected from interpreting this Wannamal 3D Seismic.

Prospects that are identified to date include Wannamal and Deep, Gingin-4 and Deep and Gingin-5. There is an existing deep target beneath the discovery well being Gingin West-1 Deep. The Bootine-1 well drilled in 1981 intersected a tilted fault block (Gingin West Deep) and recovered live oil from the LC3 Sands of the Lower Cattamarra Coal Measures.

- This Gingin West Deep (tilted fault block) has the potential for 3 million barrels of oil. It is considered more likely that both the LC2 and LC3 Sands here have potential recoverable gas of 20 billion cubic feet (BCF) and associated condensate.

- The Wannamal Experimental Shot Hole Survey was conducted over the period 23 to 25 July 2012 between the Gingin-1 and Gingin-2 gas discoveries drilled by WAPET in 1964-65.

- This experimental survey has determined the explosive charge size and the depth of charges in the drill shot holes to provide the best quality data when recording the Wannamal 3D Seismic Survey.

A site for the magazine to store the licensed explosives has been built on the land purchased near where the Red Gully Facility is located. A helipad is to be completed on this site also.

The Wannamal 3D Seismic is part of Empire’s plan of continued growth to drill and discover additional gas and condensate reserves. The focus area is in the immediate vicinity of the Red Gully Processing Facility over the Gingin Gas Field Area and the Wannamal Prospect nearby.

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15 | P a g e

The potential recoverable gas and condensate from the prospects identified to date is estimated at 205 BCF and 9.2 MMBC for treatment at the Facility, which can be increased in capacity by adding an additional train (duplication of the plant size).

Independent Report by RPS Energy provided unconventional un-risked potential of 24TCF (2400 BCF) of gas and associated condensate in the Lower Cattamarra Coal Measures along the Gingin-Bullsbrook Trend in EP 389.

Empire considers the maturity of these Lower Cattamarra Shales have, and are currently generating and producing hydrocarbons and charging the sandstone reservoirs of the Lower Cattamarra. The Lower Cattamarra flowed gas at Gingin-1 and Gingin-2 at 5MMCFGD and 3.9 MMCFGD and associated condensate.

Gingin has potential un-risked conventional recoverable gas and condensate along this Trend at 1238 BCF (1.2 TCF) and 48.5 million barrels.

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16 | P a g e

PRODUCTION

RED GULLY GAS AND CONDENSATE PROCESSING

FACILITY

- Grant of Pipeline Licence 96 announced on 23 July, 2012

- The Construction Safety Case approved 27 July, 2012

- Approval of the Construction Environmental Management Plan was granted on 13 August, 2012

- Approval of the Construction Environmental Management Plan was granted on 13 August, 2012.

- Consent to Construct for earthworks related activities was granted on 15 August, 2012.

- Petroleum Export Pipeline Easement through adjoining property Lot 5550 to the Dampier to Bunbury Pipeline lodged with Statement Government Department Landgate for Registration as a Title on 11 October, 2012. This enabled contractor, Thistle Fabrication Pty Ltd, to commence building the Export Pipeline. This pipeline has now been constructed and pressure tested.

- Consent to Construct the Red Gully Gas Pipeline and Processing Facility was granted on 11 October, 2012.

- The construction of the Red Gully Inlet into the DBNGP has been completed, which allows gas from the Red Gully Facility and the Export Pipeline into the DBNGP.

- The connection was constructed by the DBP as a “Hot Tap Process”. The contract with the DBP is for 20 years.

- Installation of the Primero Construction Camp and Site Offices house the Primero Construction Team of up to 52 workers on site.

- Earthworks and related activities are essentially complete.

- Mobilisation of two 150,000 litre condensate tanks as “wide loads” are on site and installed with all associated pipework.

- Installation of the Export Compressor and its Acoustic Building are complete.

The commissioning date of the Red Gully Facility is now programmed for March, 2013.

The Operator will Tender out for the trucking company who have the road tanker configuration (“B Double”) that allows entry into the BP Refinery with an approved Strict Safety Case.

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Alcoa have funded the EP 389 Joint Venture to the amount of $20 million pursuant to the Forward Gas Sales Agreement with Alcoa, toward the Red Gully Processing Facility cost. There is an additional pre-payment by Alcoa of a further $5 million that is to be called in late January, 2013. Any cost over the estimated $25 million will be borne pro-rata to each of the EP 389 Joint Venture’s interest.

Red Gully Technical Team consists of Senior Project Manager, Accounts and Support Staff. Managed by Matt Biddle Petroleum Engineer; Jeff MacDonald Director and Development Petroleum Engineer heads up the team; with Managing Director, Petroleum Geologist Craig Marshall.

Empire recognised since 1998 that:

- There is an increasing demand for Natural Gas in Western Australia.

- Western Australian gas industry is deregulated where a producer can negotiate gas contracts and price directly with a consumer.

- Proximity of Pipeline Infrastructure (3200 metres at Red Gully), City of Perth roads and rail, electricity supply and other nearby infrastructure.

- Market demand and market growth for domestic gas for State Utilities and Industry.

- Diversity of supply from NW Shelf Gas.

- Robust gas pricing now between $6.50 to $10 a thousand cubic feet (MCF) with close proximity to the BP Refinery at Kwinana (two hours by road tanker) for condensate sale.

- Condensate pricing is based on Brent Crude Oil Price.

- Empire is strategically positioned to supply gas to demand and will focus on increasing recoverable reserves by further drilling, adjacent to its Red Gully Production Facility. These nearby targets in the Gingin Gas Field Area and other nearby prospects have the potential of a further 205 BCF and 9.2 million barrels of condensate.

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NORTH PERTH BASIN

EXPLORATION SUMMARY 2013

Empire plan to have a three well programme consisting of Black Arrow-1, Charger-1 and Waugh-1 to be drilled upon approval of all the well programmes from the DMP.

The Company will utilise its own 25 man drilling camp, tubulars and wellhead equipment to drill these three wells.

The Company’s 25 man drilling camp is currently leased and operational on a petroleum exploration well being drilled in the Canning Basin. This Camp will be used in the Perth Basin Drilling Programme.

Drill Black Arrow-1 – Oil Prospect

In EP 432 North Perth Basin, the Black Arrow-1 well was farmed out to ERM Gas.

- Structure is a Tilted Fault Block. Drilling with a suitable rig, likely to be DCA Rig-7.

- Reservoir the Arranoo Sandstone at circa 1000 metres.

- Potential recoverable oil, 10 MMBO.

- Unconventional gas recognised in the deeper Permian objectives successful in Arrowsmith-2.

Drill Charger-1 Oil Prospect

In EP 454, North Perth Basin, the Charger Prospect is a 4 way dip closed anticline, Farm Out Agreement signed with Perth Resources Limited.

- Very large potential oil in place resource of 205 MMBO with potential recoverable oil of 20 MMBO.

- Defined from Garibaldi 2D Seismic.

- Drill with DCA Rig-7 to depth circa 1000m.

Drill Waugh-1 – Oil Prospect

- In EP 437 North Perth Basin the Waugh Prospect is a fault dependent closure. Shallow 750 metre well updip from oil shows in Dunnart-1. Potential recoverable oil is 3 to 5 MMBO.

- Farmed out to Caracal Exploration Pty Ltd.

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EP 426 and EP 368 North Erregulla – Record 3D Seismic and Drill Oil Prospects

In December, 2011, the Company had completed a Farm-out of its North Perth Basin Permits EP 426 and EP 368 with Origin Energy Limited.

Origin were to fund the recording of 100 Km2

of the North Erregulla 3D Seismic. Origin has now withdrawn from this Farm-in.

Empire is in discussions with other interested parties to undertake this 3D Seismic programme in late 2013/2014.

- The 3D Seismic is designed to provide conventional drilling locations within both EP 368 and EP 426.

- North Erregulla-1 recovered oil from the Arranoo Sandstone of the Kockatea Shale and the Dongara Sandstone drilled by WAPET in 1967.

- The potential of North Erregulla has estimated recoverable reserves 25 million barrels of oil.

- Following the successful results of Arrowsmith-2 by Norwest Energy Limited, the potential of the deeper Triassic and Permian objectives prospective for unconventional oil and gas has been enhanced

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EP 432 – BLACK ARROW-1

Empire Oil Company (WA) Limited (Operator) - 77.5% ERM Gas Pty Ltd - 12.5% Allied Oil & Gas Plc - 10%

The planned drilling of the Black Arrow-1 well in EP 432 in the North Perth Basin near Jurien Bay was announced on 9 July, 2012.

Empire has entered into a Farm-in agreement with ERM Gas Pty Ltd who will earn an additional 35% interest in 12 graticular blocks in the northern part of EP 432 called “Block A” where ERM fund an additional 52.5% of the well cost, earning an additional 35% of Block A to a total of 47.5% of Empire’s share of the exploration well, Black Arrow-1. Empire will operate the well and retain 42.5%

The EP 432 “Area A” interests will be: Empire Oil & Gas NL (Operator) - 42.5% ERM Gas Pty Ltd - 47.5% Allied Oil & Gas Plc - 10%

The application to drill Black Arrow-1 has been lodged with the State’s Petroleum Division of the DMP and upon approval the EP 432 Joint Venture can drill Black Arrow-1. An Access Agreement is to be settled with the landowner which is in progress.

The Black Arrow structure is a large tilted fault block as are the majority of discovery structures in the North Perth Basin.

The potential recoverable oil of the Arranoo Sandstone Reservoir within the Kockatea Shale Section is estimated at 10 million barrels.

The Arranoo Sandstone is interpreted to be sealed by 50 metres of marine shales at the top of the Kockatea Shale seen in offset wells.

Empire is in receipt of a “Turn Key” cost of drilling Black Arrow-1 to a depth of 1,000 metres with Drilling Contractors of Australia using DCA Rig 7.

The prospectivity in ”Area A” for unconventional/shale gas is recognised and has been demonstrated by the fracture stimulation programmes conducted to the immediate north by AWE Limited at Woodada and Norwest Energy Limited and AWE Limited at Arrowsmith, North Perth Basin.

Empire has retained a 77.5% interest in EP 432 “Block B” containing the Woolka and Cooljarloo conventional oil prospects defined by Mulyering 3D Seismic. ERM Gas Pty Ltd has 12.5% and Allied Oil & Gas Plc 10%.

Upon the Black Arrow-1 well being drilled, application will be made to renew the EP 432 Permit as two Permits reflecting “Area A” and “Area B” separately.

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EP 454 – CHARGER-1 (Shallow Rights)

EP 454 Shallow Rights Empire Oil Company (WA) Limited (Operator) - 63.34% ERM Gas Pty Ltd - 16.66% Perth Resources Limited - 20.00%

Empire has reached agreement with ERM Gas Pty Ltd to earn an additional 33.33% to 83.33% equity in the shallow rights in the EP 454 Permit by funding ERM’s 50% of the Charger-1 exploration well. ERM Gas Pty Ltd will retain 16.66%.

Empire has farmed out to Perth Resources Limited who pay 40% of the Charger-1 well cost to earn 20% in the Shallow Rights.

Upon recording the Garibaldi Seismic Survey, a 4-way dip closed anticline was mapped, and called the Charger Structure from interpreting nine existing seismic lines with a new line EG11-01 Empire recorded from the Garibaldi Survey. This Structure has the potential to have entrapped a large volume of oil in place if the structure is full to its spill point amounting to 205 million barrels.

Simple anticlines, such as Charger are quite rare in the Perth Basin and highly prospective. Empire has introduced venture participation in Charger-1, a 1,000 metre well, and plans to drill with DCA Rig 7 following the drilling of Waugh-1 or Black Arrow-1 if planning and approvals by the DMP are provided within the timeframe.

The oil prospectivity of Charger is recognised from a well to the south, Dandaragan-1, which had an oil recovery from the same Yarragadee Formation sealed by shales of the Ottowirri member of the Parmelia Formation. Oil was also recovered from Sandstones of the Yarragadee Formation in Gage Roads-1 in the Offshore Perth Basin.

The Ottowirri is 50 metres thick in Waramia-1 20Kms to the south.

The Yarragadee Formation has very good reservoir log derived porosities of 25%

Empire has been conservative with calculating potential recoverable oil estimated at 20 million barrels.

EP 454 – GARIBALDI (Deep Rights)

EP 454 Deep Rights Empire Oil Company (WA) Limited (Operator) - 50%

ERM Gas Pty Ltd - 50%

The Garibaldi Prospect is a Permian Fault Block with structural closure extending up into the Jurassic Cattamarra Coal Measures.

Potential if the structures are filled to spill, in Permian Dongara/Wagina Sandstone is estimated at 40 BCF recoverable gas or 9 million barrels of oil and 6 million barrels of oil for the Jurassic aged Cattamarra Coal Measure Sandstones. Total well depth is estimated at 2600 metres for both objectives.

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EP 437 – WAUGH-1

Empire Oil Company (WA) Limited (Operator) - 35% Key Petroleum Limited - 50% Caracal Exploration Pty Limited - 15%

Empire has a 50% interest in North Perth Basin Permit EP 437 located immediately north of the Dongara Oil and Gas Field.

Empire has settled an EP 437 farm out with Caracal Exploration Pty Ltd where Caracal will fund 30% of Empire’s costs of drilling Waugh-1 well to earn 15% in the EP 437 Permit.

Following a technical evaluation of the Permit and prospects mapped from the comprehensive well and seismic data sets, a well is to be drilled called Waugh-1 located up dip from the Dunnart-1 well.

The primary reservoir objective is the Bookara Sandstone within the Kockatea Shale. The Waugh-1 well is a shallow 700 metre well with the potential to have recoverable oil of 2 to 3 million barrels.

Empire will contract DCA Rig 7 or similar rig to drill the well.

General Comment on the North Perth Basin Oil Drilling Campaign Hydrocarbon Potential

- The Early Triassic Bookara Sandstone is sealed by the thick marine shales of the Kockatea Shale (which are 112 metres thick at Dunnart-1) and sourced by the organic rich shales at the base of the Kockatea Shale which are thermally mature on the downthrown side of the Allanooka Fault.

- Unconventional potential for gas is also present in the Coaly Unit of the Cattamarra Coal Measures.

- The Bookara Sandstone is evaluated to have fair porosities from logs.

- The main source rocks are the marine shales in the basal part of the Kockatea Shale which is one of the major oil prone rocks in the Northern Perth Basin. The basal Kockatea Shale is up to 50 metres thick on the downthrown side of the Allanooka Fault and is interpreted to be in the oil generation window.

- The Waugh Structure is a tilted fault block defined by seven dip and one strike seismic line.

- The Dunnart well drilled on this structure encountered elevated methane readings while drilling through the Coaly Unit of the Cattamarra Coal Measures and recorded excellent oil shows while drilling through the Bookara Sandstone. Neither of these shows were tested.

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23 | P a g e

Location of Petroleum Permits, Carnarvon Basin

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Carnarvon Basin Drilling Prospects

PERMIT

STATUS

BASIN PROSPECT

ESTIMATED POTENTIAL

RECOVERABLE OIL & GAS

EP 359

Empire - 76.6% (Operator) Pace Petroleum - 3.34% Phoenix - 10% Bounty Oil & Gas - 10%

Drill a 2,500 metre Shale Gas well, Leon-1. Negotiating rig contract to drill unconventional targets in the Paterson Trough. Empire has entered into a Farm-in Agreement with UIL Energy LLC. UIL can earn 50% in EP 359 by drilling one well with the option to earn 75% in the unconventional rights in the Permit by drilling a second well. The election by UIL to commence drilling is within 6 months of the EP 359 Permit being renewed. The renewal is outstanding. In this part of the Exmouth Sub Basin the Paterson-1 well, drilled in the 1960’s, demonstrated conventional oil potential with live oil shows recorded in the Birdrong/Wogatti over a 1 metre interval.

Exmouth Sub Basin Carnarvon Basin and/or Paterson Trough with both conventional and unconventional/shale gas objectives. The mature to drill conventional Bee-Eater oil prospect has an approved drilling location.

Shale Gas/Shale Oil well in the Paterson Trough targeting the Jurassic shale section to be drilled by UIL Energy as Leon-1. There is also a traditional "pinch out" play of the Cretaceous aged Birdrong/Wogatti Sandstone on the eastern flank of the Cape Range Anticline. Oil 5 MMBO (Bee-Eater)

EP 435

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

UIL Energy has an option to drill an unconventional/shale well in EP 435 to 2,500 metres to earn 50% in the Permit. UIL have a further option to drill an additional unconventional well to earn 75% in the unconventional rights in the Permit.

Exmouth Sub Basin The conventional Rainbow-1 Oil Prospect is an extension of the Bee-Eater Structure.

Oil (Rainbow) 5 MMBO including that portion in EP 359 of the Rainbow/Bee-Eater Structure.

L-16 Production Licence Rough Range Oil - 100%

L 16 over the Rough Range Oilfield was granted, for a period of 21 years, by the DMP on 1 October 2010. The Rough Range 1B oil well and the Production Facility are currently shut in.

Exmouth Sub Basin Rough Range Oilfield Area, Rough Range Oil Pty Ltd has 100%. Balance of L 16 equity held by the EP 435 JV.

Rough Range Oilfield Circa 50-100 MBO

EP 444

Empire - 100% Plan drilling 2012 upon settling joint venture parties

The Company is negotiating a farm out. The Company has received farm-in interest from several oil companies.

Carnarvon Basin Opal Prospect Amethyst Prospect Topaz South Prospect

Oil 12 MMBO 17 MMBO 5 MMBO

EP 466

Empire 100%

The shallow Mardie Oilfield is the subject of a shallow horizontal drilling study 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.

Peedamullah Shelf, Carnarvon Basin

Oil A recent evaluation of the Mardie Oilfield Area within the Permit has demonstrated the potential for a recoverable oil resource of 25 million barrels of oil within the Mardie Greensand. The Company is negotiating with several interested oil companies who have shown farm-in interest

EP 325

Empire - 36.1% Strike Oil - 44.5% (Operator) Bow Energy - 11.1%

Empire and the EP 325 Joint Venture have developed an exciting new prospect called Big Horn, which Empire considers it is prospective for oil. The operator is planning to acquire a

Offshore Exmouth Sub Basin

Gas Proven recoverable gas reserves 10 BCF (Rivoli) Oil

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Advent Energy - 8.3%

180 Km2 3D Seismic Survey over the Rivoli Gas Field, the Rivoli Deep Prospect and the Big Horn Prospect in 2013.

Big Horn - 70 BCF/14 MMBO

EP 433

Empire 88.8% Pace Petroleum - 11.2%

Champion West Prospect. Carnarvon Basin

Gas 20 BCF Oil 11 MMBO

EP 434 Empire - 90% Pace Petroleum - 10%

The Kite prospect is located up-dip from Wingette-1. Reservoir objective Jurassic Aalenian Sands.

Exmouth Sub Basin Oil Circa 3 MMBO

EP 439 and EP 461

Empire - 69.22% Longreach - 11.33% Vigilant - 0.63% Jurassica - 10% Indigo - 5.67% Falcore - 3.15%

Leads defined in the north of the Permit area require further work to define drillable prospects.

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

EP 460 Empire - 68.57% Longreach - 11.69% Vigilant - 0.65% Jurassica - 10% Indigo - 5.845% Falcore - 3.245%

There are some geochemical leads to follow up.

Gascoyne Sub Basin Carnarvon Basin

Oil None defined Shale gas potential.

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26 | P a g e

Activities During The Quarter

CARNARVON BASIN

EP 359, EXMOUTH SUB BASIN

Rough Range Oil Pty Ltd (Empire) - 76.6% Phoenix Resources Plc - 10% Bounty Oil & Gas NL - 10% Pace Petroleum Pty Ltd - 3.4%

Empire has progressed negotiations to drill the Leon-1 well with UIL Energy LLC. UIL have entered into agreement to drill a 2,500 metre well to earn a 50% interest EP 359 from the EP 359 Joint Venture. UIL have a further option to drill an unconventional well to earn 75% interest in the unconventional oil and gas rights within EP 359 Permit.

UIL have 6 months from the renewal of the EP 359 Permit to Drill Leon-1. A site visit and the well location was pegged to optimise the local landscape and access. Approval from Exmouth Gulf Station to work over an existing “junked” water well was obtained.

There remains a conventional prospect Bee-Eater-1. The well site has been prepared and remains a drillable prospect with potential recoverable oil for the total Bee-Eater/Rainbow structure to contain 5 million barrels of oil

EP 435, EXMOUTH SUB BASIN

Rough Range Oil Pty Ltd (Empire) - 53% Australian Oil Company Limited - 17% Bounty Oil & Gas NL - 10% Phoenix Resources Plc - 10% Black Fire Energy Limited - 10%

Empire has negotiated an option on behalf of the EP 435 Joint Venture for UIL to drill a well to a depth of 2,500 metres to earn a 50% interest in the Permit. UIL have a further option to drill an unconventional well to earn a 75% interest in the shale/unconventional oil/has rights.

There is a conventional prospect, Rainbow, which is the extension of the Bee-Eater prospect in EP 435.

Upon a Bee-Eater 1 discovery in EP 359, Rainbow-1 will be drilled and the 100% owned Rough Range Oilfield within Production Licence L16 will be put back on production.

A variation on Extension of the Permit is now in the approval process to allow for contracting a suitable seismic vessel to record the seismic together with the approvals from the DMP.

Rough Range 1B Production Well EP 435, Exmouth, Western Australia

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EP 325, OFFSHORE BARROW SUB BASIN

Rough Range Oil Pty Ltd (Empire) - 36.1% Strike Oil Limited (Operator) - 44.5% Bow Energy Limited - 11.1% Advent Energy - 8.3%

Empire is a participant in the EP 325 Joint Venture operated by Strike Oil.

There is a planned 180 Km2

3D Seismic Survey to be recorded in 2013 to further define the Rivoli gas discovery, the Rivoli Deep Prospect and the Big Horn Prospect.

The Big Horn prospect has potential recoverable gas of 70BCF and/or 14 million barrels of oil.

The Rivoli Gas Field has a proven recoverable gas reserve of 10BCF.

A variation for an Extension of the Permit is in the approval process with the DMP to allow for the contracting of a suitable seismic vessel to record the seismic, together with the time for that approval process.

EP 466, PEEDAMULLAH SHELF

Rough Range Oil Pty Ltd (Empire) - 100%

A recent evaluation of the Mardie Oilfield area within the Permit has demonstrated the potential for a recoverable oil resource of 25 million barrels within the Mardie Greensand.

The Company is negotiating with several interested oil companies who have shown farm-in interest in both the Mardie Oilfield area and the Permit.

EP 444, PEEDAMULLAH SHELF

Rough Range Oil Pty Ltd (Empire) - 100%

Empire is seeking to progress a farm-out to drill oil prospects mapped within the Permit. Farm-in interests have been received for both these conventional oil prospects and also on the shale/unconventional potential within the Permit.

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28 | P a g e

Other Business

APPEX CONFERENCE LONDON, MARCH 2013

The Company will be presenting opportunities for farmouts of both the Conventional and Unconventional opportunities with the Company’s 11 Petroleum Permits in the Perth Basin and 13 Petroleum Permits and Production Licences in the Carnarvon Basin, Western Australia.

J L CRAIG MARSHALL BSc (Hons), F.Aus.IMM, CPGeo, Managing Director EMPIRE OIL & GAS NL Dated this 31 January 2013 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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29 | P a g e

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.

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

55 063 613 730 31 December 2012

Consolidated statement of cash flows

Cash flows related to operating activities

Current Quarter

$A’000

Year to date

(6 months)

$A’000

1.1 Receipts from product sales and related debtors

- 10,360

1.2 Payments for (a) exploration and evaluation

(b) development

(c) production

(d) administration

(337)

(5,755)

-

(700)

(519)

(8,988)

-

(902)

1.3 Dividends received - -

1.4 Interest and other items of a similar nature received 193 253

1.5 Interest and other costs of finance paid - -

1.6 Income taxes paid - -

1.7 Other (net GST receipts/payments) (1,227) 98

Net Operating Cash Flows

(7,826)

302

Cash flows related to investing activities

1.8 Payment for purchases of: (a) prospects

(b) equity investments

(c) other fixed assets

-

-

(444)

-

-

(513)

1.9 Proceeds from sale of: (a) prospects

(b) equity investments

(c) other fixed assets

-

-

-

-

-

-

1.10 Loans to other entities - -

1.11 Loans repaid by other entities - -

1.12 Other - -

Net investing cash flows

(444)

(513)

1.13 Total operating and investing cash flows (carried

forward)

(8,270)

(211)

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30 | P a g e

1.13 Total operating and investing cash flows (brought

forward)

(8,270)

(211)

Cash flows related to financing activities

1.14 Proceeds from issues of shares, options, etc. 3,975 8,749

1.15 Proceeds from sale of forfeited shares - -

1.16 Proceeds from borrowings - -

1.17 Repayment of borrowings (5) (10)

1.18 Dividends paid - -

1.19 Other - capital raising costs (343) (353)

Net financing cash flows 3,627 8,386

Net increase (decrease) in cash held

(4,643) 8,175

1.20 Cash at beginning of quarter/year to date 17,535 4,717

1.21 Exchange rate adjustments to item 1.20 - -

1.22 Cash at end of quarter 12,892 12,892

# includes proceeds from Spare Purchase Plan of $4,686,500.

The balance of proceeds of the share placement totalling $3,974,759 was received in October 2012.

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

(186)

1.24

Aggregate amount of loans to the parties included in item 1.10

-

1.25

Explanation necessary for an understanding of the transactions

Director remuneration

Non-cash financing and investing activities

Current Quarter

$A'000

1.23

Aggregate amount of payments to the parties included in item 1.2

(186)

1.24

Aggregate amount of loans to the parties included in item 1.10

-

1.25

Explanation necessary for an understanding of the transactions

Director remuneration

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31 | P a g e

Financing facilities available

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

$A’000

Amount used

$A’000

3.1 Loan facilities

305 # 305

3.2 Credit standby arrangements

- -

# includes the Group’s interest in Vendor Finance provided for the purchase of real property acquired by Cattamarra Farms Pty Ltd.

Estimated cash outflows for next quarter

$A’000

4.1 Exploration and evaluation 603

4.2 Development 7,200

4.3 Production

4.4 Administration 645

Total 8,448

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.

Current Quarter

$A’000

Previous Quarter

$A’000

5.1 Cash on hand and at bank 1,056 1,911

5.2 Deposits at call 11,836 15,624

5.3 Bank overdraft - -

5.4 Other (provide details) - -

Total: cash at end of quarter (item 1.22) 12,892 17,535

Changes in interests in mining tenements

Tenement

reference

Nature of interest

(note (2))

Interest at

beginning of

quarter

Interest at end of

quarter

6.1 Interests in mining

tenements relinquished,

reduced or lapsed

6.2 Interests in mining

tenements acquired or

increased

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32 | P a g e

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 Number quoted Issue price per security

(see note 3) (cents)

Amount paid up per

security (see note 3)

(cents)

7.1 Preference +securities (description)

-

-

7.2 Changes during

quarter:

(a) Increases through

issues

(b) Decreases

through returns of

capital, buy-backs,

redemptions

-

-

7.3 +Ordinary securities

5,574,876,690

5,574,876,690

7.4 Changes during

quarter:

(a) Increases through

issues

(b) Decreases through

returns of capital, buy-

backs

385,000,000

-

385,000,000

-

1.055

-

1.055

-

7.5 +Convertible debt

securities

(description)

-

-

-

-

7.6 Changes during

quarter:

(a) Increases through

issues

(b) Decreases through

securities matured,

converted

-

-

-

-

7.7 Options (description

and conversion

factor)

17,000,000

140,000,000

-

-

Exercise price

$0.015

$0.017

Expiry date

28 November 2013

28 November 2014

7.8 Issued during quarter - -

7.9 Exercised during

quarter - -

7.10 Expired during

quarter - -

7.11 Debentures (totals only)

- -

7.12 Unsecured notes (totals only)

- -

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33 | P a g e

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: 30 January 2013

(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.

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