Jatoil Limited

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Jatoil Limited

(to be renamed Jatenergy Limited) ABN 31 122 826 242

Replacement Prospectus

1. Public Offer : For the conditional offer of up to 10,000,000 Shares at an issue price of $0.20 each with one free New Option for every two Shares allotted under the Public Offer. Each New Option is an option to subscribe for one Share exercisable at $0.25 on or before 1 March 2014.The Public Offer is conditional on completion of the Blackrock Acquisition under the Share Sale Agreement. Please refer to Section 12.1.1 of this Prospectus for further details.

Subject to completion of the Blackrock Acquisition, the Company’s successful relisting on ASX and obtaining any necessary approvals, it is the Company’s intention at the date of this Prospectus to make the Loyalty Offer within three months after the Company has relisted on ASX. The Loyalty Offer is proposed to comprise an offer of one Loyalty Option for every two Shares held by Eligible Shareholders on a record date to be determined by the Company at an issue price of $0.01 per Loyalty Option.

2. Blackrock Offer : For the conditional offer of the Consideration Shares to the Blackrock Vendors on the terms set out in Section 4 of this Prospectus. The Blackrock Offer is only open to Blackrock Vendors. No funds will be raised from the Blackrock Offer because the Consideration Shares will constitute consideration by the Company for the Blackrock Acquisition.

The Blackrock Offer is conditional on the satisfaction or waiver (if applicable) of the Conditions Precedent. Please refer to Section 4 of this Prospectus for further details.

All references to Shares and Options in this Prospectus are on a post-Consolidation basis, unless otherwise stated. Shareholder approval was obtained at the General Meeting for the consolidation of the Company’s capital on a one-for-four basis (rounded up to the nearest whole number) to occur from the date of, and immediately prior to, Completion of the Blackrock Acquisition (referred to in this Prospectus as the Consolidation ). Please refer to Section 2.5 of this Prospectus for further details on the Consolidation.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited

Important notice The Corporations Act prohibits any person passing This is an important document that should be read in onto another person an application form unless it is its entirety. If you do not understand it you should attached to a hard copy of this Prospectus or it consult your professional advisers without delay. The accompanies the complete and unaltered version of Securities offered under this Prospectus should be this Prospectus. Any person may obtain a hard copy of considered speculative. this Prospectus free of charge by contacting the Company at [email protected]. Important information No information or document on the Company’s This replacement prospectus is dated 14 March 2011 website is incorporated by reference into this and was lodged with ASIC on that date. It replaces the Prospectus and no information or document other original prospectus lodged with ASIC on 7 March than this Prospectus should be relied on by potential 2011. ASX, ASIC and their respective officers take no investors. responsibility for the contents of this Prospectus nor the merits of the investment to which the Prospectus Applications relates. An application form may only be distributed if it is The expiry date of this Prospectus is at 5.00pm included in, or accompanied by, a complete and (Sydney Time) on the date which is 13 months after unaltered copy of this Prospectus. By making an the date this Prospectus was lodged with ASIC application, you declare that you were given access to (Expiry Date ). No securities may be issued on the the entire Prospectus, together with an application basis of this Prospectus after the Expiry Date. form. The Company will not accept a completed application form if it has reason to believe that an Application will be made to ASX within seven days application form lodged by an applicant was not after the date of this Prospectus for Official Quotation accompanied by, or attached to, the Prospectus or if it of the Securities that are the subject of this has reason to believe that the application form has Prospectus. been altered or tampered with in any way. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law, and Consolidation persons who come into possession of this Prospectus Unless otherwise stated, all references to Shares and should seek advice on and observe any of these Options in this Prospectus are on a post- restrictions. Failure to comply with these restrictions Consolidation basis. Please refer to Section 2.5 of this may violate securities laws. Applicants who are Prospectus for further details on the Consolidation. resident in countries other than Australia should consult their professional advisers as to whether any Exploration Targets governmental or other consents are required or Potential coal Exploration Targets referred to in this whether any other formalities need to be considered Prospectus are conceptual in nature and insufficient and followed. work has been completed to report a Mineral This Prospectus does not constitute an offer in any Resource in accordance with the JORC Code (2004). It place in which, or to any person to whom, it would is uncertain if further exploration work will result in not be lawful to make such an offer. the determination of a Mineral Resource. It is important that investors read this Prospectus in its entirety and seek professional advice where Competent Person’s Statements necessary. The Securities that are the subject of this The information in this Prospectus and the Prospectus should be considered speculative. Independent Geologist’s Report in Section 8 which relates to Exploration Results, Mineral Resources or Web site—electronic prospectus Ore Reserves, is based on information compiled by Mr A copy of this Prospectus can be downloaded from the Allen J Maynard, who is a member of the Australian website of the Company at www.jatoil.net . The Offers Institute Geosciences and a corporate member of the constituted by this Prospectus are only available to Australasian Institute of Mining and Metallurgy. Allen Australian residents and the Prospectus must only be Maynard is the principal of Al Maynard & Associates accessed from within Australia. Persons who access Pty Limited (ACN 102 492 435) and has over 30 years the electronic form of this Prospectus should ensure of exploration and mining experience in a variety of they download and read the Prospectus in its entirety. mineral deposit styles. Mr Maynard has sufficient experience which is relevant to the style of

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited

mineralisation and type of deposit under Effect of rounding consideration and to the activity that he is A number of figures, amounts, percentages, estimates, undertaking to qualify as a Competent Person as calculations of value and fractions in this Prospectus defined in the 2004 edition of the Australasian Code (Figures ) are subject to the effect of rounding. for Reporting of Exploration Results, Mineral Resources Accordingly, the actual calculation of these figures and Ore Reserves . Al Maynard & Associates Pty may differ from the Figures set out in this Prospectus. Limited consents to the inclusion in this Prospectus of the matters based on their information in the form Definitions and Glossary and context in which it appears. Al Maynard & Associates Pty Limited has not withdrawn its consent Certain terms and abbreviations used in this Prospectus have defined meanings, which are prior to the lodgement of this Prospectus with ASIC. explained in the Glossary in Section 15. Exposure Period The Company will not accept applications for Questions Securities offered under this Prospectus during the If you have any questions in relation to either of the Exposure Period. The Exposure Period is a seven day Offers, please contact the Company between 8.30am period that commences on the date of this Prospectus, and 5.30pm, Sydney Time, Monday to Friday. You can which may be extended by ASIC by a further seven request access to your personal information by days. The purpose of the Exposure Period is to enable telephoning the Company or by writing to the examination of the Prospectus by market participants Company Secretary of the Company on (02) 9571 prior to the offering of Securities. That examination 8300 or the Share Registry on (08) 9315 2333. may result in the identification of deficiencies in the If you have any questions about how or whether Prospectus, in which case any application received to invest in the Company, you should contact your may need to be dealt with in accordance with stockbroker, accountant or financial adviser. Section 724 of the Corporations Act. If the Exposure Period is extended, applications will not be processed until after the end of the extended Exposure Period. No preference will be conferred on applications received during the Exposure Period.

Currency Unless otherwise specified, a reference to a monetary amount is a reference to that amount in Australian dollars (A$).

Time references A reference to a time or date is a reference to that time and date in Sydney, Australia, unless stated otherwise.

Company’s website Any references to documents included on the Company’s website ( www.jatoil.net ) are provided for convenience only and none of the documents or other information on that website is incorporated by reference into this Prospectus.

Privacy The privacy policy relating to this Prospectus is contained in the privacy disclosure statement in Section 3.14.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited 3 PROSPECTUS

Key risks Potential investors should consider that an investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for Shares and Options offered under this Prospectus. There are a number of risks associated with making an investment in the Company. The risk factors set out in Section 6 of this Prospectus, and other general risks applicable to investments in listed securities, may affect the value of the Shares and Options. Based on the assumption that the Blackrock Acquisition is completed, key risks include:

Contractual risks As at the date of this Prospectus, Blackrock has binding agreements in place covering two coal projects. Blackrock and Blackrock Singapore have an agreement in place with an Indonesian company, ABS by which Blackrock Singapore’s subsidiary, Barata, obtains rights in connection with mining tenements near the town of Atan Bara in East Kalimantan (the Atan Bara Project). This agreement (referred to in the Prospectus as the Interim Agreement) contemplates the further execution of mining services and coal offtake agreements prior to completion of the Acquisition. Blackrock also has a conditional share purchase agreement (referred to in the Prospectus as the CSB Share Purchase Agreement) which has rights to a mining tenement near the town of Katingan in Central Kalimantan (the Katingan Project). Both these agreements have outstanding conditions precedent as at the date of this Prospectus including regulatory approvals required for foreign investment companies and licenses for coal production. There is a risk that these may not be obtained or may take longer to obtain than anticipated, in which case production would be delayed. The CSB Share Purchase Agreement also has certain conditions precedent involving CSB shareholder approvals, which are not expected to represent any ri sk, but which cannot be obtained until after the necessary regulatory approvals are in place. Set out in Sections 12.2.1 and 12.2.2 of this Prospectus are summaries of the key terms of these agreements. Enforcement of contractual rights through Indonesian courts can sometimes also be problematic.

Mining rights Mining rights which are granted to Indonesian companies do not constitute a right to the land itself. A mining right holder must settle access to land with local land owners. To the extent that third parties have competing concession rights with respect to the land, agreement must be reached with the competing concession holders. There is no guarantee that successful settlement will be reached in this context.

Change in activities and re-quotation of Shares on ASX At the Company’s General Meeting held on 10 February 2011, the Company obtained Shareholder approval for a change in the nature and scale of its activities at the General Meeting to include coal exploration and mining by undertaking the Blackrock Acquisition. In accordance with the requirements of ASX in relation to this change in activities, the Company must re-comply with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the Official List. This Prospectus is issued to, among other things, assist the Company to re-comply with these admission requirements. Trading in the Company’s Shares was suspended from Official Quotation from the time of the General Meeting and will not be reinstated until the Company has re-complied with Chapters 1 and 2 of the ASX Listing Rules. There is a risk that the Company may not be able to meet the requirements of ASX for re-quotation of its Shares on ASX. If the Conditions Precedent are not satisfied, or waived (if applicable), the Company will not proceed with the Acquisition and consequently will not proceed with the Blackrock Offer. Please refer to Section 12.1.1 for a summary of the Conditions Precedent. Further, if the Blackrock Acquisition does not complete, the Company:

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 4 PROSPECTUS

(a) will not proceed with the Public Offer; and (b) will repay application moneys received from applicants under the Public Offer. Shares and New Options will not be able to be traded on ASX until such time as ASX’s requirements for re- quotation can be met, if at all.

Share Sale Agreement The Company has entered into the Share Sale Agreement pursuant to which the Blackrock Vendors agreed to sell and the Company agreed to acquire 100% of the issued share capital of Blackrock. The Majority Blackrock Vendors have provided limited warranties and representations in favour of the Company in relation to Blackrock, its subsidiaries and its assets. Completion of the Share Sale Agreement is conditional on the satisfaction, or waiver (if applicable), of the Conditions Precedent. Please refer to Section 12.1.1 of this Prospectus for a summary of the material terms of the Share Sale Agreement (including details of the Conditions Precedent).

Exploration and production risks The business of coal exploration, project development and production involves inherent risks. Success depends on the successful exploration, appraisal, design and construction of efficient recovery and processing facilities, competent operational and managerial performance, and efficient distribution and marketing services. Exploration is a speculative endeavour and production operations can be hampered by engineering difficulties, cost overruns, inconsistent recovery rates and other unforeseen events. The outcome of the Company’s exploration, project development and production programs will affect the future performance of the Company and the price of its Shares.

Coal marketing and coal prices In the event that the Company is successful in developing its mining operations, the marketability of its coal production will depend on the quality and tonnage demand from international and domestic markets. If the Company fails to secure contracts to sell its coal or the Company does not satisfy conditions in any offtake agreements, this may adversely affect the financial conditions and performance of the Company. The prices the Company receives for its coal are subject to market forces that are beyond the control of the Company. While the Company monitors the stability and trends of market prices closely and, where possible, has and will negotiate agreements to reflect the movements in market prices and maintain underlying profit margins, should the market prices for coal fall to uneconomic levels, the financial performance of the Company will be materially adversely affected.

Oil prices There is a relationship between the crude oil and vegetable oil prices and prices achieved for crude jatropha oil (CJO). The Company’s biofuels operations may therefore be impacted by oil prices fluctuations. The Company manages this risk by establishing offtake agreements, which set a price floor at an economic level. In the event that the crude oil and vegetable oil prices remains low for an extended period, the Company will be materially adversely affected in its ability to execute new offtake agreements with commercially viable terms.

Agriculture The Company’s biofuel production involves large-scale agricultural plantation operations. The jatropha yield and oil production targets achieved are influenced by weather conditions, the prevalence of diseases or pests, and other typical risks associated with agricultural enterprises. Adverse weather conditions may significantly negatively impact the oil yields achieved, although the Company selects plantation areas based on those most

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 5 PROSPECTUS

suited to commercial jatropha production, including the climactic conditions. The Company has a pest and diseases management strategy, and the jatropha plantations are routinely monitored for any such outbreaks.

Operating risks The current and future operations of the Company, including exploration, appraisal and possible production activities, may be affected by a range of factors, including: (a) adverse geological conditions; (b) limitations on activities due to seasonal weather patterns and cyclone activity; (c) unanticipated operational and technical difficulties encountered in seismic survey, drilling and production activities; (d) mechanical failure of operating plant and equipment; (e) industrial and environmental accidents, industrial disputes and other force majeure events; (f) unavailability of aircraft or drilling equipment to undertake airborne electromagnetic and other geological and geophysical investigations; (g) unexpected shortages or increases in the costs of labour, consumables, spare parts, plant and equipment; and (h) inability to obtain necessary consents or approvals. Indonesia, from time to time, experiences economic, social and political volatility. As a result, the Company’s operations may be impacted by currency fluctuations, political reforms, changes in Indonesian government policies and procedures, civil unrest, social and religious conflict and deteriorating economic conditions. The likelihood of any of these changes, and their possible effects, if any, cannot be determined by the Company with any certainty at the present time, but they may include disruption, increased costs and, in some cases, total inability to establish or to continue to operate mining exploration or development activities.

General risks There is no guarantee of exploration success. The Company will be subject to commodity price volatility and exchange rate risks. Economic conditions as well as share market volatility may affect the Company’s share price regardless of the Company’s operating performance. There are also risks as to future title and standing in relation to the tenements in which the Company has or may earn an interest.

Dilution The Blackrock Acquisition will result in a significant number of Shares being issued to the Blackrock Vendors on Completion and then on achievement of each of the Performance Milestones. If the Performance Milestones are achieved and all Performance Shares are issued, the issue of the Consideration Shares to the Blackrock Vendors will significantly dilute the holdings of existing Shareholders, and in respect of the issue of all Performance Shares will also significantly dilute the holdings of investors that subscribe for Securities under the Public Offer set out in this Prospectus. For further details on the capital structure of the Company, please refer to Section 2.7 of this Prospectus. For further details regarding the key risks outlined above and other risks associated with making an investment in the Company, refer to Section 6 of this Prospectus.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 6 PROSPECTUS

Key information

Key Dates

Date of General Meeting 10 February 2011 Lodgement of original prospectus with ASIC 7 March2011 Lodgement of replacement prospectus with ASIC 14 March2011 Opening Date of Public Offer and Blackrock Offer 15 March 2011 Blackrock Offer Close Date 18 March 2011 Closing Date of Public Offer 21 March 2011 , 5pm (Sydney Time) Date for Consolidation to take effect, Completion of Blackrock Acquisition to occur, allotment of 30 March 2011 Initial Consideration Shares (other than the Deferred Initial Consideration Shares) to Blackrock Vendors and issue of Shares to Sheng Run Allotment Date of Securities issued under the Public Offer 31 March 2011 Despatch of holding statements 5 April 2011 Anticipated date that the Company’s suspension of trading is lifted and trading in the Company’s 8 April 2011 securities is reinstated by ASX (subject to satisfaction of Chapters 1 and 2 of ASX Listing Rules) and normal T+3 trading on a post-Consolidation basis commences. 1

Note 1 Trading in securities of the Company will only be reinstated by ASX after the Company’s re-compliance with Chapters 1 and 2 of the ASX Listing Rules. This will be after the Company has completed the Acquisition, the Offers and the Consolidation. The above dates are indicative only and may change without notice. The Company reserves the right to extend the Closing Date, close the Public Offer early, without notice or vary other dates, in accordance with the requirements of ASX and the Corporations Act.

Investment highlights The information contained in these selective highlights should be read in conjunction with the more detailed information laid out in this Prospectus. This Prospectus should be read in its entirety and in particular investors should consider the risk factors that could affect the financial and operating performance of the Company or the Shares. Refer to the Key Risks on page 3 and also Section 6 of this Prospectus.Jatoil’s strategy is to develop conventional energy assets that complement its existing business in the production of biofuel feedstocks. The Company received shareholder approval to expand its business in this manner at its Extraordinary General Meeting held on February 10 th 2011. The purchase of coal interests in Indonesia through its acquisition of 100% of the issued share capital of Blackrock Resources Pty Limited ( Blackrock ) ( Acquisition or Blackrock Acquisition ) will enable the Company to build on its existing presence in the region and acquire interests in existing coal projects that will diversify its lines of business in that country. Further, the inclusion of conventional energy projects in the Company’s portfolio will open up opportunities in Australia, including the projects held by Spinifex Rural Management Pt Ltd outlined in Section 5.6 of this Prospectus. Key transactions related to the Acquisition are noted below: The Company has entered into the Share Sale Agreement to acquire 100% of the issued share capital of Blackrock. Completion of the Acquisition is subject to the satisfaction, or waiver (if applicable), of the Conditions Precedent, set out in Section 12.1.1 of this Prospectus and the Share Sale Agreement. Blackrock Group is currently completing a number of transactions that will restructure the Blackrock Group’s interests in Indonesia consistent with the recent changes to Indonesia’s Mining Laws and more appropriate for foreign investment in Indonesia, and to further secure its interests in coal projects. The Acquisition and other agreements relevant to the restructure are outlined below:

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 7 PROSPECTUS

o Blackrock has entered into the conditional CSB Share Purchase Agreement to acquire 80% of the issued share capital of CSB, which holds a mining licence in respect of a prospective coal project located in South Kalimantan, Indonesia (namely the Katingan Project). o Blackrock has also entered into a binding interim agreement in connection with the Atan Bara Project, a prospective coal project located in East Kalimantan, Indonesia to secure mining services and coal offtake arrangements with the mining licence holder. Summaries of these agreements (namely, the Interim Agreement relating to the Atan Bara Project and the CSB Share Purchase Agreement relating to the Katingan Project) are set out in Sections 12.2.1 and 12.2.2 of this Prospectus).

The consideration for the Acquisition comprises: - the Initial Consideration Shares (being 25,000,000 Shares in the Company), to be issued to the Blackrock Vendors (in their Respective Proportions) on Completion; and - the Performance Shares (being up to 37,500,000 Shares in the Company) to be issued to the Blackrock Vendors (in their Respective Proportions) in three separate tranches if the Blackrock Group achieves the Performance Milestones applicable to each tranche; (together the Consideration Shares ). This Prospectus contains a conditional offer to the Blackrock Vendors to subscribe for their Respective Proportion of the Consideration Shares (referred to in this Prospectus as the Blackrock Offer). Further details of the Acquisition including the material terms of the Share Sale Agreement and the Conditions Precedent are set out in Section 12.1.1 of this Prospectus; The Target Mineralisation identified across the two Blackrock Projects is 37.0 - 43.8 million tonnes (Mt); * The coal quality is suitable for both domestic and export thermal coal markets; The Blackrock Projects are located in known Indonesian coal production areas. Refer to Sections 5.5 and 8 of this Prospectus for further information on the Blackrock Projects (namely the Katingan Project and the Atan Bara Project); There is potential to increase exploration targets significantly through further drilling and/or additional acquisitions; The Company has executed a binding letter of intent with Spinifex to acquire four coal exploration permits and permit applications in the Galilee Basin in central Queensland. Refer to Section 5.6 of this Prospectus for further information on the Spinifex Projects; The Company has a well-developed strategy based on early revenues from smaller coal projects and pre-sales of coal to fund full mining operations across all projects; The Company will continue to develop its biofuels business, having recently achieved an important production milestone of 200 tonnes of crude jatropha oil.

* The potential Exploration Target coal tonnage range is conceptual in nature and insufficient work has been completed to report a Mineral Resource in accordance with the JORC Code (2004). It is uncertain if further exploration work will result in the determination of a Mineral Resource.

Performance Shares Subject to the satisfaction, or waiver (if applicable), of the Conditions Precedent and completion of the Acquisition, the Blackrock Vendors (under the terms of the Blackrock Offer contained in Section 4 of this Prospectus) are offered the Performance Shares in three separate tranches of 12,500,000 Shares per tranche on the following basis: (a) Performance Tranche 1 : an offer of 12,500,000 Shares if the Blackrock Group achieves at its first coal mine in Indonesia:

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 8 PROSPECTUS

(i) production of 20,000 tonnes per month for three consecutive months; and (ii) either: (A) an indicated JORC mineral resource in excess of 750,000 tonnes; or (B) drilling a sufficient resource such that an offtake pre-payment is secured. (b) Performance Tranche 2 : an offer of 12,500,000 Shares if the Blackrock Group achieves at its second coal mine in Indonesia: (i) production of 20,000 tonnes per month for three consecutive months; and (ii) either: (A) an indicated JORC mineral resource in excess of 1,000,000 tonnes; or (B) drilling a sufficient resource such that an offtake pre-payment is secured. (c) Performance Tranche 3 : an offer of 12,500,000 Shares if the Blackrock Group achieves an indicated JORC mineral resource of 40,000,000 tonnes at its Indonesian coal projects. If the Performance Milestones are achieved and all Performance Shares are issued, the effect will dilute the shareholdings of existing Shareholders, including investors that subscribe for Securities under the Public Offer contained in this Prospectus. For further details on the capital structure of the Company and the effect on the structure after completion of the Acquisition, please refer to Section 2.7 of this Prospectus.

Consolidation All references to Shares and Options in this Prospectus are on a post-Consolidation basis, unless otherwise stated. The Company obtained Shareholder approval at the General Meeting to, among other things, undertake the Consolidation and, consequently, consolidate the issued capital of the Company on the basis that: (a) every four Shares be consolidated into one Share; and (b) every four Options be consolidated into one Option with the exercise price amended in inverse proportion to that ratio, and where this consolidation ratio would otherwise result in a fractional entitlement to a Share or Option (as the case may be), that fractional entitlement be rounded up to the nearest whole Share or Option (as the case may be). Please refer to Section 2.5 of this Prospectus for further details of the Consolidation.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 9 PROSPECTUS

Contents

Key risks______3 Key information ______6 1 Chairman’s letter ______10 2 Investment overview______12 3 Details of the Public Offer______19 4 Details of the Blackrock Offer______23 5 Business summary______29 6 Risk factors______46 7 Directors, management and corporate governance ______52 8 Independent Geologist’s Report______60 9 Solicitors’ report ______82 10 Investigating accountant’s report______90 11 Pro Forma Financial Information ______96 12 Summary of material contracts ______109 13 Additional information ______120 14 Directors’ authorisation ______128 15 Glossary ______129 16 Corporate directory______136

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 10 PROSPECTUS

1 Chairman’s letter Dear investor, On behalf of the Directors of Jatoil Limited ( Company or Jatoil ), I am pleased to introduce this Prospectus for: (a) Public Offer : the conditional offer of up to 10,000,000 Shares at an issue price of $0.20 each with one free New Option for every two Shares allotted under the Public Offer. Each New Option is an option to subscribe for one Share exercisable at $0.25 on or before 1 March 2014. The Public Offer is conditional on completion of the Blackrock Acquisition under the Share Sale Agreement. Please refer to Section 12.1.1 of this Prospectus for further details. Subject to completion of the Blackrock Acquisition, the Company’s successful relisting on the ASX and obtaining any necessary approvals, it is also the Company’s intention at the date of this Prospectus to make the Loyalty Offer within three months after the Company has relisted on ASX. The Loyalty Offer is proposed to comprise an offer of one Loyalty Option for every two Shares held by Eligible Shareholders on a record date to be determined by the Company at an issue price of $0.01 per Loyalty Option. (b) Blackrock Offer : the conditional offer of the Consideration Shares to the Blackrock Vendors on the terms set out in Section 4 of this Prospectus. No funds will be raised from the Blackrock Offer because the Consideration Shares will constitute consideration by the Company for the Blackrock Acquisition. The Blackrock Offer is conditional on the satisfaction or waiver of the Conditions Precedent set out in the Share Sale Agreement. Please refer to Section 4 of this Prospectus for further details. Approval was obtained at an Extraordinary General Meeting of the Company’s Shareholders on 10 February 2011 ( General Meeting ) to acquire Blackrock Resources Pty Limited ( Blackrock ), a private Australian company (Acquisition or Blackrock Acquisition ). Completion of the Acquisition is subject to the satisfaction, or waiver (if applicable), of the Conditions Precedent. Refer to Section 12.1.1 of this Prospectus. Blackrock, has entered into binding agreements relating to two prospective coal projects in Indonesia (namely the Katingan Project and the Atan Bara Project ). Further details about these projects are set out in Section 5.5 and the Independent Geologist’s Report in Section 8 of this Prospectus. Coal is one of the world’s most important commodities. It is used to generate over 40% of the world’s electricity, including over three quarters of the electricity used in China. In recent years, Indonesia’s coal mining sector has become one of the most attractive and fastest growing industries in the country. Indonesia recently overtook Australia as the world’s largest exporter of thermal coal, increasing exports more than six-fold from 31 Mt in 1995 to 191 Mt in 2009. Given these factors, the Board sees a significant opportunity for the Company in seeking to become a coal explorer and potential producer. Jatoil’s diversification beyond biofuels to conventional fuels through the proposed Blackrock Acquisition is expected to provide the Company with strategic advantages in terms of diversifying its potential sources of revenue and mitigating development risks. The diversification also builds on the Company’s existing experience and contacts in Indonesia. If the coal projects can be successfully developed, the Company may expand its portfolio of coal assets as well as expand Jatoil’s oil feedstock operations in Southeast Asia. Where possible, Jatoil will also look to use depleted coal fields for reforestation with oil-bearing crops such as jatropha. This could extend the life of project sites while providing local communities with renewable energy and employment opportunities. In conjunction with the Acquisition and following the approval of the Company’s Shareholders at the General Meeting, the Company will change its name from Jatoil Limited to Jatenergy Limited, which reflects the broadening of the Company’s focus from biofuel oils to include other forms of energy. Details of the Blackrock Offer and the Public Offer, including information on the Company’s projects, the Blackrock Projects, business strategy, markets, management, risk factors and finances, are set out in this Prospectus. You should read this document carefully before making a decision to invest.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 11 PROSPECTUS

On behalf of the Board, I am pleased to present this Prospectus to you and invite you to take part in this investment opportunity. Yours sincerely,

Mr Ross Kestel CHAIRMAN 14 MARCH 2011

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 12 PROSPECTUS

2 Investment overview

2.1 Important notice This Section is not intended to provide full information for investors intending to apply for Shares and Options offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety.

2.2 Objectives The strategic objectives of the Company are to: (a) successfully close the Public Offer and the Blackrock Offer; (b) complete the Acquisition; (c) satisfy the requirements of ASX and re-comply with Chapters 1 and 2 of the ASX Listing Rules; (d) further explore the two Blackrock Projects (namely the Katingan Project and the Atan Bara Project) to better determine the size and economic potential of these projects; (e) obtain the necessary regulatory approvals and build the infrastructure required to begin developing the Blackrock Projects; (f) further explore the Spinifex Projects to better determine the size and economic potential of these projects; (g) obtain the necessary regulatory approvals and build the infrastructure required to begin developing the Spinifex Projects; (h) obtain rights to explore and develop the Katingan and Atan Bara coal project (the Blackrock Projects) detailed in the Independent Geologist’s Report in Section 8; (i) continue to develop the Company’s recently-announced Singapore-based Energy Trading Division; and (j) continue to develop the Company’s existing biofuels business. On completion of the Public Offer, the Board believes the Company will have sufficient working capital to achieve these objectives.

2.3 Indicative timetable

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 13 PROSPECTUS

The above dates are indicative only and may change without notice. The Company reserves the right to extend the Closing Date, close the Public Offer early, without notice or vary other dates, in accordance with the requirements of ASX and the Corporations Act.

2.4 Change in Company’s activities The Company has entered into the Share Sale Agreement to acquire 100% of the issued share capital of Blackrock. The Share Sale Agreement is conditional on the satisfaction or waiver of the Conditions Precedent, details of which are set out in Section 12.1.1 of this Prospectus. The Conditions Precedent include the Company successfully raising sufficient equity capital under this Prospectus to enable it to satisfy conditions 7 and 8 of ASX Listing Rule 1.1, and conditional ASX approval for re-quotation of the Shares (on conditions satisfactory to the Company). At the General Meeting, the Company’s Shareholders approved a change in the nature and scale of the Company’s activities to include coal exploration and mining by undertaking the Blackrock Acquisition. In accordance with the requirements of ASX in relation to this change in activity, the Company must re-comply with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the Official List. This Prospectus is issued to, among other things. assist the Company to re-comply with these requirements. Trading in the Company’s Shares was suspended from Official Quotation from the time of the General Meeting and will not be reinstated until the Company has re-complied with Chapters 1 and 2 of the ASX Listing Rules. There is a risk that the Company may not be able to meet the requirements of ASX for re-quotation of its Shares on ASX. If the Conditions Precedent are not satisfied, or waived (if applicable), the Company will not proceed with the Acquisition and consequently will not proceed with the Blackrock Offer. Please refer to Section 12.1.1 for a summary of the Conditions Precedent. Further, if the Blackrock Acquisition is not completed, the Company: (a) will not proceed with the Public Offer; and (b) will repay application moneys received from applicants under the Public Offer. (c) Shares and New Options will not be able to be traded on ASX until such time as ASX’s requirements for re-quotation can be met, if at all.

2.5 Consolidation To enable the Company to re-comply with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the Official List, the Company obtained Shareholder approval at the General Meeting to undertake the Consolidation and, consequently, consolidate the issued capital of the Company on the basis that: (a) every four Shares be consolidated into one Share; and (b) every four Options be consolidated into one Option with the exercise price amended in inverse proportion to that ratio; and where this consolidation ratio would otherwise result in a fractional entitlement to a Share or Option (as the case may be), that fractional entitlement be rounded up to the nearest whole Share or Option (as the case may be). After the Consolidation has occurred, the number of Shares and Options on issue as at the date of this Prospectus (i.e. not taking into account the Shares or Options offered under this Prospectus or Shares or Options to be issued after the date of this Prospectus, including the 8,250,000 Shares to be issued to Sheng Run, as described in Section 2.6 below) will be reduced as follows:

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 14 PROSPECTUS

Post-Consolidation (subject to rounding up of fractional Prior to Consolidation entitlements) Shares on issue (at the date of this Prospectus) 131,444,138 32,861,03 4 Options on issue (at the date of this Prospectus) 1 8,000,000 2,000,000

Note 1 The pre-Consolidation exercise price of the Options will be amended to a post-Consolidation exercise price. See Section 13.2 for further details. Subject to satisfaction of the conditions of the Public Offer and Blackrock Offer, Shareholders, Blackrock Vendors and subscribers under the terms of the Public Offer, will be issued with holding statements for the securities that they hold on a post-Consolidation basis. Subject to satisfaction of the conditions to the Public Offer, the Securities offered under the Public Offer set out in this Prospectus will be issued on a post-Consolidation basis to successful applicants. Subject to satisfaction of the conditions to the Blackrock Offer, the Consideration Shares offered under the Blackrock Offer set out in this Prospectus will be issued on a post-Consolidation basis and otherwise in the manner set out in Section 4.4 of this Prospectus. All references to Shares and Options (including Securities and the Consideration Shares) in this Prospectus (unless stated otherwise) are on a post-Consolidation basis.

2.6 Purpose of the Offers and use of proceeds The purpose of the Blackrock Offer is to conditionally offer for issue the Consideration Shares to Blackrock Vendors (in their Respective Proportions) as consideration by the Company for the Acquisition. The purpose of the Public Offer is to raise additional capital to: (a) explore and develop the Blackrock Projects detailed in Section 5.5 and the Independent Geologist’s Report set out in Section 8; (b) potentially acquire and development additional coal projects; and (c) provide the Company with additional working capital. The Public Offer will also assist the Company to re-comply with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the Official List. If fully subscribed, the gross proceeds raised under the Public Offer will be $2,000,000, before costs. The Company also intends to issue 8,250,000 Shares (on a post-Consolidation basis) to Sheng Run at $0.16 per Share in conjunction with the allotment of Shares and New Options pursuant to this Prospectus. The issue of Shares to Sheng Run will raise funds of $1,320,000 (comprising the subscription moneys) and was approved at the General Meeting by the Company’s Shareholders. Further details relating to the issue of 8,250,000 Shares to Sheng Run is set out in the Company’s notice of general meeting of shareholders relating to the General Meeting lodged with ASX on 7 January 2011. Further information relating to Sheng Run is set out in the Company’s announcement lodged with ASX on 13 December 2010, a summary of which is set out in Section 13.10 of this Prospectus. If the maximum subscription of $2,000,000 is raised under the Public Offer, the Company’s current funds, together with the funds raised under the Public Offer and from the issue of 8,250,000 Shares to Sheng Run, are expected to be applied as follows:

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 15 PROSPECTUS

Maximum subscription ($) Funds available Cash reserves (approximate) 2,440,000 Proceeds from issue of Shares to Sheng Run 1,320,000 Proceeds from Public Offer 2,000,000 Total funds available 5,760 ,000

Use of funds Exploration, development and infrastructure 1 2,894,000 Acquisition and development of other projects 600,000 Working Capital in relation to the Company’s existing projects 700,000 Total expenses of the Offers 2 430,100 Working capital for the Company 3 1,135,900 Totals 5,760 ,000

Notes 1 Refer to Section 8.8 of the Independent Geologist’s Report for a breakdown of the proposed individual exploration work program budgets. 2 Refer to Section 13.8 for a breakdown of these expenses. 3 Working capital expenditure is to be applied towards operational and administration expenditure and costs associated with maintaining the exploration tenements in good standing. These costs include wages and salaries, occupancy costs, professional consultant’s fees, compliance and reporting costs associated with running an ASX listed company, as well as other typical administration type expenditure.

If the minimum subscription of $1,000,000 is raised under the Public Offer, the Company’s current funds, together with the funds raised under the Public Offer and from the issue of 8,250,000 Shares to Sheng Run, are expected to be applied as follows:

Minimum subscription ($) Funds available Cash reserves (approximate) 2,440,000 Proceeds from issue of Shares to Sheng Run 1,320,000 Proceeds from Public Offer 1,000,000 Total funds available 4,760,000

Use of funds Exploration, development and infrastructure 1 2,359,000 Acquisition and development of other projects 300,000 Working Capital in relation to the Company’s existing projects 700,000 Total expenses of the Offers 2 303,600 Working capital for the Company 3 1,097,400 Totals 4,760,000

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 16 PROSPECTUS

consultant’s fees, compliance and reporting costs associated with running an ASX listed company, as well as other typical administration type expenditure.

The above budgets are indicative only. As with any budget, intervening events and changed circumstances may alter the way funds are ultimately applied. The Company believes that the proceeds of the Public Offer will provide the Company with sufficient working capital to carry out its stated objectives, as set out in this Prospectus.

2.7 Capital structure The maximum number of Shares to be issued pursuant to the Public Offer is 10,000,000 Shares, with the resultant maximum of 5,000,000 New Options to be issued. The capital structure of the Company following completion of the Public Offer, the issue of Shares to Sheng Run, the Acquisition and consequently the Blackrock Offer (but assuming that the Performance Shares have not been issued and the Spinifex Transaction has not completed), is summarised below: 1

Minimum Maximum Share capital subscription subscription Shares on issue at the date of the Prospectus (post-Consolidation, subject to rounding up of 32,861,034 32,861,034 fractional entitlements) Shares to be issued to Sheng Run 8,250,000 8,250,000 Initial Consideration Shares to be issued to Blackrock Vendors 2 25,000,000 25,000,000 Number of Shares to be issued under the Public Offer 5,000,000 10,000,000 Total number of Shares 3 71,111,034 76,111,034

Notes 1 This table assumes that the Consolidation has been completed and that none of the existing Options on issue have been exercised. Refer to Section 13.2 for further information on these Options. 2 The Company has entered into the Share Sale Agreement to acquire 100% of the issued shares in the capital of Blackrock. If all of the Performance Milestones are achieved and all Performance Shares are issued, following completion of the Public Offer, the issue of Shares to Sheng Run, the Acquisition and consequently the Blackrock Offer and the completion of the Spinifex Transaction, the capital structure of the Company will be as follows: 1, 2

Minimum Maximum Share capital subscription subscription Shares on issue at the date of the Prospectus (post-Consolidation, subject to rounding up of 32,861,034 32,861,034 fractional entitlements) 3 Shares issued to Sheng Run 8,250,000 8,250,000 Number of Shares to be issued under the Public Offer 5,000,000 10,000,000 Initial Consideration Shares to be issued to Blackrock Vendors 25,000,000 25,000,000 Performance Shares to be issued to Blackrock Vendors 3 37,500,000 37,500,000 Shares issued to Spinifex 4 5,000,000 5,000,000 Total number of Shares 1, 2 113,611,034 118,611,034

Notes 1. This table assumes that the Consolidation has been completed and that none of the existing Options on issue have been exercised. Refer to Section 13.2 for further information on those Options. 2 Refer to the pro-forma Statement of Financial Position in Section 11 for further information. The actual number of Shares on issue after the Consolidation may vary slightly because of rounding. 3 The Blackrock Vendors will be issued Performance Shares (being up to 37,500,000 Shares) in three separate tranches of 12,500,000 Shares if the Group achieves Performance Milestones. The Performance Shares are offered for issue, subject to the Group achieving the Performance Milestones, in order to link a large proportion of the consideration to value-creating milestones. Details of the Performance Milestones are set out in full in Section 12.1.1 of this Prospectus. Although the Performance Milestones

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 17 PROSPECTUS

will not have been achieved at Completion, their impact on the capital structure is included in the above table for illustrative purposes. 4 If the Spinifex Transaction proceeds to completion, Spinifex will be issued with 5,000,000 Shares. An additional 10,000,000 performance Shares are to be issued to Spinifex if a JORC measured mineral resource of 40 Mt is achieved and a royalty payment of 1.5% of gross revenue.

Minimum Maximum Options subscription subscription Options held by existing Option holders (post-Consolidation, subject to rounding up of 2,000,000 2,000,000 fractional entitlements) 1 Number of New Options issued under this Prospectus 1 2,500,000 5,000,000 Total number of Options 2 4,500,000 7,000,000

Notes 1 The terms and conditions of these existing Options and New Options are summarised in Section 13.2 of this Prospectus. 2 The Company intends to make the Loyalty Offer. If the Loyalty Offer is made, the number of Options on issue could increase by up to approximately 40.5 million Options.

Subject to completion of the Blackrock Acquisition, the Company’s successful relisting on the ASX and obtaining any necessary approvals, it is also the Company’s intention at the date of this Prospectus to make a Loyalty Offer within three months after the Company has had its Shares requoted on ASX for a period of at least one week. The Loyalty Offer is proposed to comprise an offer of one Loyalty Option for every two Shares continuously held by Eligible Shareholders on a record date to be determined by the Company at an issue price of $0.01 per Loyalty Option. The proposed key terms of the Loyalty Options proposed to be offered to Eligible Shareholders are set out in Section 13.2.4 of this Prospectus.

2.8 Impact on Shareholdings On 13 December 2010, Sheng Run Holdings Group (Australia) Pty Limited (defined in this Prospectus as Sheng Run ), became a substantial shareholder with an issue of Shares representing approximately 13% of the total issued share capital of the Company. The table below reflects the shareholding structure at the date of this Prospectus (on a post-Consolidation basis):

Shares % Current Jatoil Shareholders 28,574,813 86.96% Sheng Run 4,286,222 13.04%

The following table 1 identifies the shareholding structure of the Company: (1) assuming the maximum subscription of $2,000,000 is raised under the Public Offer; and (2) on the basis of the capital structure of the Company following completion of the Public Offer, the issue of Shares to Sheng Run, the Acquisition and consequently the Blackrock Offer (but assuming that the Performance Shares have not been issued and the Spinifex Transaction has not completed),

Shares % Current Jatoil Shareholders 28,574,813 37.54% Sheng Run 12,536,222 16.47% Shares issued under Public Offer 10,000,000 13.14%

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Blackrock Vendors (Initial Consideration Shares) 25,000,000 32.85% Total Shares 76,111,035 100%

Note 1. The notes to the first andsecond tables appearing in Section 2.7 of this Prospectus also apply to this table, where relevant. On the above scenario, the persons with substantial holdings in the Company will comprise: (a) Sheng Run 16.47% (b) George Sim (and associated entities) 12.06% (c) Iceland Nominees Limited 8.03% The following table 1 identifies the shareholding structure of the Company: (1) assuming the maximum subscription of $2,000,000 is raised under the Public Offer; and (2) on the basis of the capital structure of the Company if all of the Performance Milestones are achieved and all Performance Shares are issued, following completion of the Public Offer, the issue of Shares to Sheng Run, the Acquisition and consequently the Blackrock Offer and the completion of the Spinifex Transaction:

Shares % Current Jatoil Shareholders 28,574,813 24.09% Sheng Run 12,536,222 10.57% Shares issued under Public Offer 10,000,000 8.43% Blackrock Vendors (Initial Consideration Shares and Performance Shares) 62,500,000 52.69% Spinifex 5,000,000 4.22% Total Shares 118,611,035 100%

2.9 Restricted securities Subject to the Company re-complying with Chapters 1 and 2 of the ASX Listing Rules, holders of certain Initial Consideration Shares, which are to be issued to Blackrock Vendors under the terms of the Share Sale Agreement, may be required to enter into agreements that restrict dealings in Shares held by them. These agreements will be entered into in accordance with the ASX Listing Rules and the requirements of ASX.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 19 PROSPECTUS

3 Details of the Public Offer

3.1 The Public Offer The conditional Public Offer contained in this Prospectus is an invitation by the Company to apply for securities in the Company. The Public Offer contained in this Prospectus is for a conditional offer of up to 10,000,000 Shares at an issue price of $0.20 each with one free New Option for every two Shares allotted under the Public Offer. Each New Option is an option to subscribe for one Share exercisable at $0.25 on or before 1 March 2014. All Shares offered under this Prospectus will rank equally with the existing Shares on issue. Details of the terms of the New Options are set out in Section 13.2.3 of this Prospectus. The indicative timetable for the Public Offer is set out on page 6 under the heading Key Dates . These dates are indicative only. The Directors of the Company reserve the right to vary the dates without notifying applicants.

3.2 Minimum Subscription The minimum subscription under the Public Offer is 5,000,000 Shares, with 2,500,000 New Options, raising $1,000,000 before expenses of the Public Offer. In accordance with the Corporations Act, no Securities under the Public Offer will be allotted by the Company until the minimum subscription to the Public Offer is received. If the minimum subscription to the Public Offer is not raised within four months after the date of this Prospectus, the Company will either repay application moneys received under the Public Offer or issue a supplementary or replacement prospectus and allow applicants one month to withdraw their application and be repaid their application moneys. No interest will be paid on any application moneys that are refunded to applicants.

3.3 Conditionality The Public Offer is conditional on completion of the Blackrock Acquisition under the Share Sale Agreement. Please refer to Section 12.1.1 of this Prospectus for further details. A summary of the material terms and conditions of the Share Sale Agreement (including the Conditions Precedent) is contained in Section 12.1.1 of this Prospectus. If the Blackrock Acquisition is not completed by the Completion Date, none of the Shares or New Options offered under the Public Offer will be allotted or issued. In these circumstances, all application funds will be refunded to applicants under the Public Offer as soon as practicable.

3.4 Re-compliance with Chapters 1 and 2 of the ASX Listing Rules At the General Meeting the Company received Shareholder approval to the change in the nature and scale of its activities to include coal exploration and mining by undertaking the Blackrock Acquisition. In accordance with the requirements of ASX in relation to this change in activity, the Company must re-comply with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the Official List. This Prospectus is issued to, among other things, assist the Company to re-comply with these requirements. Trading in the Company’s Shares was suspended from Official Quotation from the time of the General Meeting and will not be reinstated until the Blackrock Acquisition has been completed and the Company has re-complied with Chapters 1 and 2 of the ASX Listing Rules. There is a risk that the Company may not be able to meet the requirements of ASX for re-quotation of its Shares on ASX. If the Blackrock Acquisition is not completed, the Company: (a) will not proceed with the Public Offer; and (b) will repay application moneys received from applicants under the Public Offer.

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Please refer to Section 12.1.1 for a summary of the Conditions Precedent. Shares and New Options will not be able to be traded on ASX until such time as ASX’s requirements for re- quotation can be met, if at all.

3.5 Applications The Public Offer is open to the general public. Applications for Securities under the Public Offer must be made using the Public Offer Application Form (green), included at the back of this Prospectus. Payment for the Securities must be made in full at the Share issue price of $0.20 per Share. Applicants in the Public Offer who validly complete and lodge the green Public Offer Application Form for Securities must apply for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares. Completed Public Offer Application Forms under the Public Offer and accompanying cheques must be mailed or delivered to:

Postal delivery Hand delivery Jatoil Limited Jatoil Limited c/- Security Transfer Registrars Pty Limited c/- Security Transfer Registrars Pty Limited PO Box 535 770 Canning Highway APPLECROSS WA 6953 APPLECROSS WA 6153

Cheques should be made payable to ‘ Jatoil Limited—Share Offer Account ’ and crossed ‘Not Negotiable’. Completed Public Offer Application Forms must reach one of the above addresses by no later than the Closing Date. The Company reserves the right to close the Public Offer early.

3.6 Oversubscriptions The Company does not intend to accept oversubscriptions. The maximum amount the Company intends to accept under this Prospectus is $2,000,000.

3.7 Allotment Subject to completion of the Blackrock Acquisition and ASX approving the Securities offered under the Public Offer in this Prospectus for Official Quotation, allotment and issue of the Securities offered under the Public Offer in this Prospectus will take place as soon as practicable after the Closing Date. Prior to allotment, all application monies shall be held by the Company in trust. The Company, irrespective of whether the allotment of Securities takes place, will retain any interest earned on the application monies. The Directors, in consultation with the Lead Manager, reserve the right to allot Securities under the Public Offer in full for any application or to allot any lesser number or to decline any application. If any application is rejected, in whole or in part, the relevant application money will be refunded without interest. Where the number of Securities issued is less than the number applied for by the applicant, the surplus application money will be returned by cheque within 30 days after the date of allotment. Any interest earned on the application money will not be paid to applicants.

3.8 ASX listing Trading in the Company’s Shares was suspended from Official Quotation from the time of the General Meeting and will not be reinstated until the Company has re-complied with Chapters 1 and 2 of the ASX Listing Rules.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 21 PROSPECTUS

The Company will apply to ASX within seven days after the date of this Prospectus for Official Quotation of the Securities offered under this Prospectus. Applicants are responsible for confirming their allocation prior to trading any Securities. Anyone who sells Securities prior to receiving confirmation of their allocation does so at their own risk. The Company disclaims any liability arising to persons who trade Securities prior to receiving holding statements, on the basis of a confirmation of allocation provided by any of them. If ASX does not grant permission for Official Quotation of the Securities within three months after the date of this Prospectus, or such longer period as is permitted by the Corporations Act, all applications will be dealt with in accordance with the Corporations Act.

3.9 Applicants outside Australia This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction where, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law, and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register or qualify these Securities or otherwise permit a public offering of the Securities that are the subject of this Prospectus in any jurisdiction outside Australia. It is the responsibility of applicants outside Australia to obtain all necessary approvals for the allotment and issue of the Securities pursuant to this Prospectus. The return of a completed Public Offer Application Form will be taken by the Company to constitute a representation and warranty by the applicant that all relevant approvals have been obtained.

USA The Securities have not been, and will not be, registered under the US Securities Act 1933 (US Securities Act) and may not be offered or sold in the United States of America, or to, or for the account or benefit of, US Persons (as defined in Rule 902 under the US Securities Act) except under an available exemption from registration under the US Securities Act. These Securities may only be resold or transferred in the United States of America, or to, or for the account or benefit of, US Persons if registered under the US Securities Act or pursuant to an exemption from registration under the US Securities Act and in compliance with state securities laws. The Company is under no obligation and has no intention to register the Securities in the United States of America.

3.10 Underwriter The Public Offer is not underwritten. Patersons Securities has been appointed as the lead manager to the Public Offer. Patersons Securities will receive fees comprising a lead manager fee of $30,000 (exclusive of GST), an issue management fee equal to 1% of the gross funds raised under the Public Offer (exclusive of GST) and selling fees equal to 4% of gross funds raised under the Public Offer (exclusive of GST). Further details are set out in Section 12.1.9 of this Prospectus.

3.11 CHESS The Company will not be issuing share certificates. The Company participates in the Clearing House Electronic Subregister System ( CHESS ) and, in accordance with ASX Listing Rules and the ASX Settlement Operating Rules, will maintain an electronic CHESS sub-register and an electronic issuer sponsored sub-register. CHESS is operated by ASX Settlement Pty Limited ( ASX Settlement ), a wholly-owned subsidiary of ASX, in accordance with the ASX Listing Rules and the ASX Settlement Operating Rules. Under CHESS, the Company will not issue certificates to investors. Instead, successful Applicants will receive a holding statement that sets out the number of Shares and Options that have been allotted to them pursuant to

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 22 PROSPECTUS

this Prospectus. The holding statement will also set out each successful Applicant’s unique Holder Identification Number ( HIN ) in the case of a holding on the CHESS subregister, or Shareholder Registration Number ( SRN ) in the case of a holding on the issuer-sponsored subregister.

3.12 Risk factors Prospective investors in the Company should be aware that subscribing for Securities that are the subject of this Prospectus involves a number of risks. These risks are set out above under Key Risks on page 4 and also in Section 6 of this Prospectus, and investors are urged to consider those risks carefully (and if necessary, consult their professional adviser) before deciding whether to invest in the Company. The risk factors set out under Key Risks on page 4 and in Section 6, and other general risks applicable to all investments in listed securities not specifically referred to, may in the future affect the value of the Securities. Accordingly, an investment in the Company should be considered speculative.

3.13 Taxation The Company does not propose to give any taxation advice and neither the Company, its Directors nor any of its officers accepts any responsibility or liability for any taxation consequence to applicants. Applicants should consult their own professional tax advisers in regard to taxation implications of the Public Offer.

3.14 Privacy statement If you complete an application for Securities, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder or Option holder, and facilitate distribution payments and corporate communications to you as a Shareholder or Option holder. The information may also be used from time to time and disclosed to persons inspecting the register, including bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Share Registry. You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the Share Registry at the relevant contact number set out in this Prospectus. Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. If you do not provide the information required on the Public Offer Application Form, the Company may not be able to accept or process your application.

3.15 Financial forecasts The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings because the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

3.16 Queries Any questions concerning the Public Offer should be directed to the Company Secretary, Emmanuel Correia, on (02) 9571 8300.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 23 PROSPECTUS

4 Details of the Blackrock Offer

4.1 The Blackrock Offer The Blackrock Offer is a conditional offer by the Company to acquire 100% of the fully paid ordinary shares in Blackrock in consideration for the issue of the Consideration Shares. The Blackrock Offer may only be accepted by Blackrock Vendors. No funds will be raised from this offer because the Consideration Shares will constitute consideration by the Company for the Blackrock Acquisition. The Consideration Shares offered under this Prospectus will be credited as fully paid and rank equally with the existing Shares on issue.

4.2 Conditionality The Blackrock Offer is conditional on satisfaction or waiver (if applicable) of the Conditions Precedent set out under Section 12.1.1 of this Prospectus and the Share Sale Agreement. The Conditions Precedent must be satisfied or waived (if applicable) by the Conditions Date. One Condition Precedent is that acceptances must be received from all the Blackrock Vendors in respect of the Blackrock Offer made under this Prospectus. If the Conditions Precedent are not satisfied or waived (if applicable) by the Conditions Date, none of the Consideration Shares offered under the Blackrock Offer will be allotted or issued. Refer to Section 12.1.1 of this Prospectus for details of the Conditions Precedent and a summary of the material terms and conditions of the Share Sale Agreement relating to the Blackrock Acquisition.

4.3 Offer terms The Company makes an offer to acquire all the Blackrock Shares, together with all rights attaching to them, from the Blackrock Vendors for the Consideration Shares on and subject to the terms and conditions set out in this Section 4. Blackrock Shares to which the Blackrock Offer relates is all the Blackrock Shares on issue at the Completion Date. The Blackrock Offer is made to Blackrock Vendors, being each person registered as a holder of Blackrock Shares in the register of members of Blackrock immediately prior to Completion under the Share Sale Agreement.

4.4 Consideration The consideration offered by the Company under the Blackrock Offer for the acquisition of all the Blackrock Shares is the Consideration Shares on the terms and conditions set out in the Blackrock Offer. The Consideration Shares comprise: (a) Initial Consideration Shares , being 25,000,000 Shares; plus (b) Performance Shares, being up to 37,500,000 Shares in aggregate, subject to and conditional on the terms set out in this Blackrock Offer, including achievement of the Performance Milestones on the following three tranche basis: (i) Performance Tranche 1 : comprising 12,500,000 Shares if the Blackrock Group achieves at its first coal mine in Indonesia: (A) production of 20,000 tonnes per month for three consecutive months; and (B) either: (I) an indicated JORC mineral resource in excess of 750,000 tonnes; or (II) drilling a sufficient resource so that an offtake pre-prepayment is secured;

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 24 PROSPECTUS

(ii) Performance Tranche 2 : comprising 12,500,000 Shares if the Blackrock Group achieves at its second coal mine in Indonesia: (A) production of 20,000 tonnes per month for three consecutive months; and (B) either: (I) an indicated JORC mineral resource in excess of 1,000,000 tonnes; or (II) drilling a sufficient resource so that an offtake pre-prepayment is secured; (iii) Performance Tranche 3 : comprising 12,500,000 Shares if the Blackrock Group achieves an indicated JORC mineral resource of 40,000,000 tonnes at its Indonesian coal projects. For the purposes of the Performance Milestones, an off-take pre-payment is secured only if: (a) the relevant Jatoil Group Entity enters into a legally binding off-take agreement that imposes an obligation on the counterparty to make a pre-payment to the Jatoil Group Entity; and (b) the pre-payment is made by the counterparty and received in full and cleared funds by the Jatoil Group Entity. The Consideration Shares are to be issued subject to Completion of the Acquisition and, in the case of Performance Shares: (a) Performance Tranche 1, comprising 12,500,000 Shares, to be issued subject to achievement of the Performance Milestone 1; (b) Performance Tranche 2, comprising 12,500,000 Shares, to be issued subject to achievement of the Performance Milestone 2; and (c) Performance Tranche 3, comprising 12,500,000 Shares, to be issued subject to achievement of the Performance Milestone 3. Subject to the terms of the Blackrock Offer including the conditions to the issue of the Consideration Shares, the Consideration Shares will be issued in the following manner: (a) Initial Consideration Shares : the Blackrock Vendors will be entitled to their Respective Proportions of the Initial Consideration Shares, comprising 25,000,000 Shares, which will be issued as follows: (i) as to the Blackrock Vendors who are not the BR Shareholders, the issue of their Respective Proportions of the Initial Consideration Shares on Completion of the Blackrock Acquisition; (ii) as to the Blackrock Vendors who are the BR Shareholders, the issue of such proportion of their Respective Proportions of the Initial Consideration Shares as do not represent any of the Deferred Initial Consideration Parcel on Completion of the Blackrock Acquisition; and (iii) as to the Deferred Initial Consideration Parcel, subject to the CSB Transaction Completion, the issue of the Deferred Initial Consideration Parcel to Mr Krisna Hadi Iskandar at the direction of the BR Shareholders in accordance with the terms of the Iskandar Consideration Agreement. Further details are set out in Section 9.5.3 of the Solicitor’s Report and Section 12.2.1 of this Prospectus. (b) (Performance Shares ): the Blackrock Vendors will be entitled to their Respective Proportions of the Performance Shares to be issued as follows: (i) Performance Tranche 1, to be issued if the Performance Milestone 1 is achieved as soon as practicable after the Performance Milestone 1 is achieved: (A) as to the Blackrock Vendors who are not the BR Shareholders, the issue of their Respective Proportions of Performance Tranche 1; (B) as to the Blackrock Vendors who are the BR Shareholders, the issue of such proportion of their Respective Proportions of Performance Tranche 1 as does not represent their contribution to the Performance Tranche 1 Balance;

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 25 PROSPECTUS

(C) as to Performance Tranche 1 Balance, subject to the CSB Transaction Completion, the issue of the Performance Tranche 1 Balance to Mr Krisna Hadi Iskandar at the direction of the BR Shareholders, on CSB Transaction Completion in accordance with the terms of the Iskandar Consideration Agreement. (ii) Performance Tranche 2, to be issued if the Performance Milestone 2 is achieved as soon as practicable after Performance Milestone 2 is achieved: (A) as to the Blackrock Vendors who are not the BR Shareholders, the issue of their Respective Proportions of Performance Tranche 2; (B) as to the Blackrock Vendors who are the BR Shareholders, the issue of such proportion of their Respective Proportions of Performance Tranche 2 as does not represent their contribution to the Performance Tranche 2 Balance; (C) as to Performance Tranche 2 Balance, subject to the CSB Transaction Completion, the issue of the Performance Tranche 2 Balance to Mr Krisna Hadi Iskandar at the direction of the BR Shareholders, in accordance with the terms of the Iskandar Consideration Agreement; (iii) Performance Tranche 3, to be issued if the Performance Milestone 3 is achieved as soon as practicable after Performance Milestone 3 is achieved: (A) as to the Blackrock Vendors who are not the BR Shareholders, the issue of their Respective Proportions of Performance Tranche 3; (B) as to the Blackrock Vendors who are the BR Shareholders, the issue of such proportion of their Respective Proportions of Performance Tranche 3 as does not represent their contribution to the Performance Tranche 3 Balance; and (C) as to Performance Tranche 3 Balance, subject to the CSB Transaction Completion, the issue of the Performance Tranche 3 Balance to Mr Krisna Hadi Iskandar at the direction of the BR Shareholders, in accordance with the terms of the Iskandar Consideration Agreement. Subject to the satisfaction or waiver (if applicable) of the Conditions Precedent and on Completion of the Blackrock Acquisition: (a) the Company will become entitled to the benefit of all rights in respect of 100% of the fully paid ordinary shares in Blackrock and title to those Blackrock Shares will pass to the Company (subject to stamping); (b) Blackrock Vendors, other than the BR Shareholders, will receive the Initial Consideration Shares under the Blackrock Offer in their Respective Proportions; and (c) BR Shareholders will receive their Respective Proportions of the Initial Consideration Shares less the Deferred Initial Consideration Parcel (in the proportions outlined in the Share Sale Agreement). The Consideration Shares to be issued are ordinary shares in the capital of the Company and will be credited as fully paid and will rank equally in all respects with existing Shares on issue. The rights attached to Shares are summarised in Section 13.1 of this Prospectus.

4.5 Offer period Unless the Conditions Precedent as set out in Section 12.1.1 of this Prospectus are not satisfied or waived by the Conditions Date, the Blackrock Offer will remain open for acceptance during the period commencing on the date of the Blackrock Offer and ending on the Blackrock Offer Close Date.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 26 PROSPECTUS

4.6 Blackrock Offer acceptances Only Blackrock Vendors may accept the Blackrock Offer. Each of the Blackrock Vendors is eligible to participate in the Blackrock Offer. One Condition Precedent to Completion of the Blackrock Acquisition is the requirement for the Company to receive acceptances from all the Blackrock Vendors in respect of the Blackrock Offer made under this Prospectus. If that Condition Precedent is not satisfied (or waived by the Company), the Blackrock Acquisition will not proceed and consequently, the Company will not proceed with the Blackrock Offer or Public Offer. Blackrock Vendors may only accept the Blackrock Offer in respect of all of their Blackrock Shares. Each Blackrock Vendor will receive a personalised grey Blackrock Offer Acceptance Form accompanied by this Prospectus. The Blackrock Offer Acceptance Form forms part of the Blackrock Offer. Blackrock Vendors may accept the Blackrock Offer in respect of all of their Blackrock Shares by: (a) completing and signing the Blackrock Offer Acceptance Form accompanying the Prospectus in accordance with the instructions set out on the Blackrock Offer Acceptance Form; and (b) lodging the completed and signed Blackrock Offer Acceptance Form on or before the Blackrock Offer Close Date at:

Postal delivery Hand delivery Jatoil Limited Jatoil Limited c/- Security Transfer Registrars Pty Limitd c/- Security Transfer Registrars Pty Limited PO Box 535 770 Canning Highway APPLECROSS WA 6953 APPLECROSS WA 6153

The Company may, in its sole discretion, at any time and without further communication deem any Blackrock Offer Acceptance Form it receives to be a valid acceptance of the Blackrock Offer in respect of the relevant Blackrock Shares, even if a requirement for a valid acceptance has not been fulfilled.

4.7 Effect of acceptance Except in the circumstances detailed in the paragraph below, if a Blackrock Vendor accepts the Blackrock Offer, the Blackrock Vendor will be unable to revoke its acceptance, the contract resulting from its acceptance will be binding on it and the Blackrock Vendor will be unable to withdraw its Blackrock Shares from the Blackrock Offer or otherwise dispose of them. If, by the Conditions Date, the Conditions Precedent in Section 12.1.1 of this Prospectus have not all been satisfied or waived (if applicable), the Blackrock Offer will terminate and the Blackrock Vendor’s Blackrock Shares will be returned to the respective Blackrock Vendor and no Consideration Shares will be allotted or issued. By signing and returning the Blackrock Offer Acceptance Form or otherwise accepting the Blackrock Offer pursuant to Section 4.6, a Blackrock Vendor is deemed to have: (a) accepted the Blackrock Offer (and any variation of it) in respect of all its Blackrock Shares (even if the number of Blackrock Shares specified on the Blackrock Offer Acceptance Form differs from the number of its Blackrock Shares); (b) subject to the satisfaction or waiver of the Conditions Precedent, agreed to transfer to the Company all its Blackrock Shares, together with all rights and waived all rights of pre-emption (if any) it has in respect of the Blackrock Shares held by each other Blackrock Vendor; (c) represented and warranted to the Company, that at the time of acceptance, and the time the transfer of its Blackrock Shares (including all Rights) to the Company is registered:

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 27 PROSPECTUS

(i) all its Blackrock Shares are and will be fully paid up, and the Company will acquire good title to them and full beneficial ownership of them free from all Third Party Rights and restrictions on transfer of any nature; (ii) that it has full power and capacity to accept the Blackrock Offer and to sell and transfer the legal and beneficial ownership in those Blackrock Shares (including all Rights) to the Company; and (iii) its Blackrock Shares do not consist of separate parcels; (d) irrevocably authorised the Company (and any director, secretary or nominee of the Company) to alter the Blackrock Offer Acceptance Form on its behalf by inserting correct details of its Blackrock Shares, filling in any blanks remaining on the form and rectifying any errors or omissions as may be considered necessary by the Company to make it an effective acceptance of this Offer or to enable registration of its Blackrock Shares in the name of the Company; (e) from the date of the Blackrock Offer becoming unconditional, irrevocably authorised the Company (or any director, secretary or nominee of the Company) severally from time to time as the Blackrock Vendor’s attorney to exercise all its powers and rights relating to its Blackrock Shares, including, without limitation, powers and rights to requisition, convene, attend and vote in person or by proxy at all general meetings of Blackrock and to execute all such instruments as the Company may require for the purpose of vesting all Rights attaching to the Blackrock Vendor’s Blackrock Shares in the Company and to request Blackrock to register the Blackrock Shares in the name of the Company or its nominee; (f) agreed to Consideration Shares to which it is entitled being subject to any escrow period and restrictions required under the ASX Listing Rules or by ASX or the Company and to enter into restriction agreements with the Company, or procure the execution by any recipient of Consideration Shares of restriction agreements with the Company, in respect of the Consideration Shares generally in the form required by the ASX Listing Rules or otherwise in such other form as may be required by the Company; (g) authorised and consented to the Company’s placing of a voluntary holding lock, if required by the Company, on any Consideration Shares issued to it (or at its direction, another party) for a period determined by the Company; (h) agreed to indemnify the Company fully in respect of any claim, action, demand or proceeding made or brought against the Company and any loss, cost, expense, damage or liability suffered or incurred by the Company as a result of the Company not receiving all documents of title to the Blackrock Shares; and (i) agreed, subject to the Conditions Precedent being satisfied or waived, to execute all such documents, transfers and assurances, and do all such acts, matters and things that the Company may consider necessary or desirable to convey its Blackrock Shares registered in its name and Rights to the Company.

4.8 Allotment Subject to satisfaction or waiver of the Conditions Precedent, allotment and issue of the Initial Consideration Shares (less the Deferred Initial Consideration Parcel) will take place on Completion of the Blackrock Acquisition scheduled for the Completion Date. As noted in Section 4.4 above, the issue of the Deferred Initial Consideration Parcel is subject to the CSB Transaction Completion and will be issued to Mr Krisna Hadi Iskandar at the direction of the BR Shareholders, on CSB Transaction Completion in accordance with the terms of the Iskandar Consideration Agreement. The Performance Shares are subject to achievement of the Performance Milestones and will be issued in accordance with the terms set out in Section 4.4.

4.9 ASX listing The Company will apply to ASX within seven days after the date of this Prospectus for Official Quotation of the Initial Consideration Shares (other than the Deferred Initial Consideration Shares) offered under this Prospectus. Applicants are responsible for confirming their allocation prior to trading any Initial Consideration Shares (other than the Deferred Initial Consideration Shares). Anyone who sells Initial Consideration Shares (other than the Deferred Initial Consideration Shares) prior to receiving confirmation of their allocation does so at their own

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 28 PROSPECTUS

risk. The Company disclaims any liability arising to persons who trade Initial Consideration Shares (other than the Deferred Initial Consideration Shares) prior to receiving holding statements, on the basis of a confirmation of allocation provided by any of them. If ASX does not grant permission for Official Quotation of the Shares or Options within three months after the date of this Prospectus, or such longer period as is permitted by the Corporations Act, none of the Initial Consideration Shares (other than the Deferred Initial Consideration Shares) offered under this Prospectus will be allotted or issued. In that circumstance, all applications will be dealt with in accordance with the Corporations Act. The Company will not apply to ASX for Official Quotation of the Deferred Initial Consideration Shares or Performance Shares until such time as the obligations to issue the Deferred Initial Consideration Shares or Performance Shares arise. There is no guarantee that these securities will be able to be traded on the ASX.

4.10 Re-compliance with Chapters 1 and 2 of the ASX Listing Rules Trading in the Company’s Shares was suspended from Official Quotation from the time of the General Meeting and will not be reinstated until the Company has re-complied with Chapters 1 and 2 of the ASX Listing Rules. There is a risk that the Company may not be able to meet the requirements of ASX for re-quotation of its Shares on ASX. If the Conditions Precedent are not satisfied, or waived (if applicable), the Company will not proceed with the Acquisition and, consequently, will not proceed with the Blackrock Offer. Please refer to Section 12.1.1 for a summary of the Conditions Precedent. Shares will not be able to be traded on ASX until such time as ASX’s requirements for re-quotation can be met, if at all.

4.11 CHESS Under CHESS, the Company will not issue certificates to investors. Blackrock Vendors will receive a holding statement that sets out the number of Shares that have been allocated to them pursuant to this Prospectus. The holding statement will also set out each successful Applicant’s unique Holder Identification Number ( HIN ) in the case of a holding on the CHESS subregister, or Shareholder Registration Number ( SRN ) in the case of a holding on the issuer-sponsored subregister.

4.12 Risk factors Blackrock Vendors should be aware that subscribing for Shares that are the subject of this Prospectus involves a number of risks. These risks are set out above under Key Risks on page 4 and also in Section 6 of this Prospectus, and Blackrock Vendors are urged to consider those risks carefully (and if necessary, consult their professional adviser) before deciding whether to invest in the Company.

4.13 Taxation The Company does not propose to give any taxation advice to Blackrock Vendors. Neither the Company, its Directors nor any of its officers accepts any responsibility or liability for any taxation consequence to Blackrock Vendors. Blackrock Vendors should consult their own professional tax advisers in regard to taxation implications of the Blackrock Offer.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 29 PROSPECTUS

5 Business summary

5.1 Company history Jatoil Limited ( Jatoil or the Company ) is an ASX-listed oil and energy company with a current focus on socially, environmentally and economically sustainable energy. The Company was admitted to ASX on 30 January 2008 under a prospectus dated 8 November 2007. The Company has predominantly operated in the sustainable fuel feedstock industry through investment in Jatropha curcas crops in developing countries in Asia (including Vietnam and Indonesia). The Company’s biofuels business is detailed in Section 5.9. On 6 September 2010, the Company announced that it had signed a Heads of Agreement with Blackrock Resources Pty Limited ( Blackrock ) , a private Australian company that has binding interim agreements in place relating to coal assets in Indonesia, in relation to the acquisition by the Company of 100% of the issued share capital of Blackrock (referred to in this Prospectus as the Acquisition ). On 23March 2011, the Company entered into the Share Sale Agreement, which set out the terms and conditions on which the Acquisition would proceed. Completion of the Acquisition is subject to the Conditions Precedent. Details of the material terms of the Share Sale Agreement (including the Conditions Precedent) are set out in Section 12.1.1 of this Prospectus. Blackrock was incorporated in New South Wales on 23 July 2009 and currently has (before Completion of the Acquisition) 40 shareholders (referred to in this Prospectus as the Blackrock Vendors ). Its current issued capital comprises 92,000,000 fully paid ordinary shares. Blackrock holds 100% of the issued share capital of Blackrock Energy Pte Limited (Blackrock Singapore ), an entity which will hold Blackrock’s interests in the Blackrock Projects (namely, the Katingan Project and the Atan Bara Project). As at the date of this Prospectus, Blackrock has entered into the Interim Agreement relating to the Atan Bara Project and the CSB Share Purchase Agreement relating to the Katingan Project.

In general, the Interim Agreement contemplates that Barata will have exclusive rights to: (a) conduct coal mining; and (b) acquire, or market, all coal that is mined from the Atan Bara Project. These rights will be governed by a mining services contract and coal offtake agreement to be entered into between the parties. Barata is in the process of being established as a PMA Company in Indonesia by Blackrock Singapore (being a wholly owned subsidiary of Blackrock). The CSB Share Purchase Agreement contemplates the sale of 80% of the issued share capital of CSB to Blackrock (or its nominee). As at the date of execution of the CSB Share Purchase Agreement, completion is subject to a number of outstanding conditions precedent. CSB holds a mining licence in respect of a prospective coal project located in South Kalimantan, Indonesia (namely the Katingan Project). Set out in Sections 12.2.1 and 12.2.2 of this Prospectus are summaries of the key terms of the Interim Agreement and CSB Share Purchase Agreement.

On Completion of the Acquisition, Blackrock will become a wholly-owned subsidiary of the Company. Under the terms of the Share Sale Agreement, subject to the satisfaction, or waiver (if applicable), of the Conditions Precedent, the Company will acquire 100% of the issued share capital of Blackrock from the Blackrock Vendors in consideration for the issue of the Consideration Shares to the Blackrock Vendors (subject to the Blackrock Offer), comprising: (a) the Initial Consideration Shares, being 25,000,000 Shares in the Company (on a post-Consolidation basis) to be issued on Completion; and (b) the Performance Shares, being up to 37,500,000 Shares in the Company (on a post-Consolidation basis) to be issued in three separate tranches if the Group achieves Performance Milestones.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 30 PROSPECTUS

Further details on the terms and conditions of the Share Sale Agreement, including the Performance Milestones, are set out in Section 12.1.1 of this Prospectus. On the basis that the Company completes the Acquisition, the structure of the Company will be as illustrated in Figure 5.1 below.

Jatoil Limited (Australia)

100% 100% 46%

Jatenergy Green Energy Blackrock Resources Pty Limited Holdings Pte Ltd Vietnam JSC (Australia) (Singapore) (Vietnam)

100% 100%

Jatenergy Blackrock Energy Pte Limited Indonesia Pte Ltd (Singapore) (Singapore)

80% 100% 70%

PT Jatoil PT Coal Soil Brik PT Barata Energy Waterland (Indonesia) (Indonesia) (Indonesia)

Figure 5.1. Corporate structure following the Acquisition.

5.2 Overview of coal market Coal is one of the world’s most important commodities. It is used to generate over 40% of the world’s electricity, including 77% of the electricity used in China. China alone currently accounts for over 42% of global coal consumption, followed by the USA (17%), the European Union (9%), India (7%) and Japan (4%).

5.3 Coal information

5.3.1 Types of coal

Coal can be broadly classified into two types based on application: Thermal coal or steaming coal —principally used as a solid fuel to generate electricity and heat. Metallurgical coal or coking coal —used to produce coke, which is used as a fuel and reducing agent in the smelting of iron ore to produce steel.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 31 PROSPECTUS

Coal also comes in four main types or ranks, the characteristics of which are predominantly affected by moisture, volatile content and carbon content: Anthracite : a hard black coal with a high carbon content (92–98%) and high energy density. Bituminous coal : a soft black coal that can be used for thermal or metallurgical applications. Sub-bituminous coal : a soft black coal with an energy density lower than that of bituminous coal and the most common type of coal used for electricity generation. Lignite : a brown coal with a high moisture content and low energy density, used almost exclusively for electricity generation.

5.3.2 Moisture The moisture content of coal varies by type of coal, the region where it is mined and the location of coal within a seam. The moisture content of coal is related to the energy content. In general, high moisture content decreases the energy content and increases the weight of the coal, thereby making it more expensive to transport. Moisture content in coal, as sold, can range from approximately 5–30% for bituminous and sub-bituminous coal to up to 66% for lignite. Total moisture is analysed by loss of mass between an untreated sample and the sample once heated and analysed. When analysing a coal sample, the analysis results need to account for moisture content. Results are typically reported as either: ‘as received basis’ ( arb)—as a percentage of the coal including the total moisture content; i.e. including both the surface and the air-dried moisture content of the coal; ‘air dried basis’ ( adb )—as a percentage of the air-dried coal; i.e. including the air-dried moisture but not the surface moisture; ‘dry basis’ ( db or dry )—as a percentage of the coal after all moisture has been removed; and ‘dry ash-free’ ( daf )—as a percentage of the volatile matter and fixed carbon components of the coal, with moisture and ash removed.

5.3.3 Energy content The energy content of coal is typically measured as the heat released on complete combustion in air or oxygen, expressed as the amount of heat per unit weight. It is usually expressed in units of kilocalories per kilogram (kcal/kg ). Energy content is affected by moisture content. Generally a higher energy content means a higher economic value, particularly for thermal coal.

5.3.4 Volatile matter Volatile matter in coal refers to the components of coal (excluding water) that are liberated at high temperatures in the absence of air. This is usually a mixture of short and long chain hydrocarbons, aromatic hydrocarbons and some sulphur. The volatile matter of coal is determined by heating the coal sample under controlled conditions.

5.3.5 Ash content Ash is the inorganic residue remaining after the combustion of coal. It is an important characteristic of coal because electricity generators must handle and dispose of ash following combustion. Coal with a lower ash content is therefore considered to be of higher quality. Analysis is fairly straightforward, with the coal thoroughly burnt and the ash material expressed as a percentage of the original weight.

5.3.6 Fixed carbon The fixed carbon content of coal is the carbon remaining after volatile materials are driven off. This differs from ultimate carbon content because some carbon is lost with the volatile materials as hydrocarbons. Fixed carbon is

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 32 PROSPECTUS

used as an estimate of the amount of coke that will be yielded from a sample of coal. Fixed carbon is determined by subtracting the moisture, ash and volatile matter content from the original mass of the coal sample.

5.3.7 Sulphur content Low sulphur coal is generally characterised as coal with a sulphur content of 1% or less by weight. In many countries, environmental controls restrict sulphur emissions by electricity generators. Low sulphur coal therefore offers environmental and economic advantages over high sulphur coal and reduces the need for flue gas desulphurisation. Coking coal requires a maximum sulphur content of 0.8%, because higher values affect steel quality.

5.4 Indonesian coal industry

5.4.1 Indonesian coal

Indonesian coal is generally low in ash and sulphur but high in volatiles and moisture. Nearly 80% of Indonesian coal production is rated as sub-bituminous and has a niche position in domestic and international markets where demand for environmentally friendly, low ash, sulphur and nitrogen thermal coal is on the rise. Indonesian coal is commonly sold for blending with higher sulphur coal to meet emissions standards. The quality of Indonesian coal combined with its strategic location near the growing markets of Asia have helped secure its current competitive advantage in export markets.

5.4.2 Industry size, growth and trends In recent years, Indonesia’s coal mining sector has become one of the most attractive and fastest growing industries in the country. Indonesia recently overtook Australia as the world’s largest exporter of thermal coal. Its coal exports increased more six-fold from 31 million tonnes ( Mt ) in 1995 to 191 Mt in 2009. Global economic development is affecting Indonesia’s coal exports, as is economic development in the main export countries for Indonesian coal—Japan, India, Korea, Taiwan and China. At an international level, globalisation and development of regional trading blocs, such as in the ASEAN and APEC regions, are creating new opportunities for the Indonesian coal-mining industry to become competitive internationally. Indonesia’s proximity to these markets allows for lower transportation costs and increased competitiveness. Indonesia accounted for 40% of China’s thermal coal imports in the period January–July 2009. China accounted for 10% of Indonesia’s thermal coal exports in January–July 2009, compared to 6% in 2007 and 2008.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 33 PROSPECTUS

250 175 production ICI-1 (6500 kcal/kg) exports ICI-2 (5800 kcal/kg) consumption ICI-3 (5000 kcal/kg) 150 200

125

150 100

75 100

50 weekly average Indonesian(US$/t) averageprices coal weekly coal production,(Mt) coalexports andconsumption 25

0 0 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 Jul 08 Jul 10 Jul Jul 09 Jul Jan 08 Jan 09 Jan Jan 11 Jan Jan 10 Jan Oct 07 Oct 08 Oct Oct 10 Oct Oct 09 Oct 08 Apr 09 Apr 10 Apr a b Figure 5.2. Indonesian coal production volumes and prices have been trending higher in recent years. (a) Annual volume of Indonesian coal production, consumption and exports from 1995 to 2009 (Source: Indonesian Coal Book ). (b) Weekly average Indonesian Coal Index from September 2007 to January 2011 (Source: Argus/Coalindo Indonesian Coal Index Report ).

Domestic demand for coal in Indonesia has increased from 9.2 Mt in 1995 to over 56 Mt in 2009. While domestic customers still consume less than 25% of the country’s annual coal production, this figure is increasing as the state power firm PT Perusahaan Listrik Negara (PLN) begins operations at several new coal-fired power plants. The major coal basins of Kalimantan have a network of large rivers that makes access to the ocean relatively easy for many regions. Much of the area has been logged, so there are timber haul roads to major rivers throughout the area. The area has also been used for oil and gas production, so a number of ports and loading faculties have already been established. Most of Indonesia’s coal-producing companies are located on the islands of Kalimantan and Sumatra, while the majority of domestic consumers are located on the island of Java. Most of Indonesia’s coal is produced using low-cost, open-pit mining methods. In April 2010, The Indonesian Minister of Energy and Mineral Resources issued a decree that sets out the minimum percentage of output that 43 coal mining companies must sell on the domestic market in 2010. Under the decree, the minimum percentage for domestic market sales obligations is 24.75%, The government estimated that the volume of coal needed by domestic end users in 2011 is 78.97 Mt.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 34 PROSPECTUS

China 14.2%

Others 27.9%

Others 33.6% Japan 13.2%

Metallurgy 2.0%

Coal-Fired Power Pulp Industry 1.3% Plant 58.9% India 10.9%

Malaysia 4.4% Cement Industry 9.9% Hong Kong 5.0% Korea 9.6% Taiwan 9.0%

a b Figure 5.3. Much of Indonesia’s coal is exported to Asia or used domestically for electricity generation. (a) Proportion of Indonesian coal exports by country for 2009 (Source: Indonesian Coal Book 2010/2011 ). (b) Proportion of domestic Indonesian coal consumption by industry for 2009 (Source: Indonesian Coal Book 2010/2011 ).

5.4.3 Indonesian coal prices According to the Argus/Coalindo Indonesian Coal Index (ICI) Report of 14 January 2011, the weekly average ICI prices were as follows:

Table 5.1. Weekly average Indonesian Coal Index prices for 14 January 2011 (Source: Argus/Coalindo Indonesian Coal Index (ICI) Report).

Grade Sulphur Ash Moisture Calorific value Price (%) (%) (%) (kcal/kg gar) (US$/t FOB) ICI-1 (6,500 kcal/kg) up to 1.0 up to 12 up to 12 6,500 133.40 ICI-2 (5,800 kcal/kg) up to 0.8 up to 10 up to 18 5,800 103.69 ICI-3 (5,000 kcal/kg) up to 0.6 up to 8 up to 30 5,000 84.62 ICI-4 (4,200 kcal/kg) up to 0.4 up to 6 up to 40 4,200 54.11

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 35 PROSPECTUS

5.5 Blackrock Projects

5.5.1 Overview On completion of the Blackrock Acquisition, Blackrock will have secured arrangements in relation to two coal projects in Indonesia (namely the Katingan Project and the Atan Bara Project). The locations of the two Blackrock Projects are indicated in Figure 5.4. The Blackrock Projects are summarised in Table 5.2 and in the following sections. Each project is described in detail in the Independent Geologist’s Report in Section 8.

Figure 5.4. Island of Borneo, showing location of the two Indonesian coal projects.

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Table 5.2. Project summary.

Indicative Potential Estimated calorific exploration Tenement Haulage time to Projects Status value target 1 size distance production (kcal/kg) (Mt ) (ha) (km) Katingan Exploration IUP 5,400–6,035 36.5–43.1 5,000 50 2–3 years Atan Bara Exploration IUP 5,900–6,400 0.5 – 0.7 200.1 6 6–9 months Total 37.0 - 43.8

1 The potential exploration target coal tonnage range is conceptual in nature and insufficient work has been completed to report a Mineral Resource in accordance with the JORC Code (2004). It is uncertain if further exploration work will result in the determination of a Mineral Resource.

Geological surveys have been undertaken to determine the broad potential of coal resources on each property. The mapping and assessment of the identified outcrops have provided initial data to broadly define the characteristics of the coal structures. Other surveys have been conducted to determine general access, forestry classifications, community interactions, roadways and river/port access. The Blackrock Projects have been independently reviewed by the Independent Geologist and Exploration Targets have been defined based on this review.

5.5.2 Katingan Project

The Katingan Project is the most significant asset in the Blackrock portfolio. The project comprises a single tenement located 160 km northwest of the city of Palangkaraya in the South Kalimantan Province on the island of Borneo (see Figure 5.4).

5.5.3 Atan Bara Project The Atan Bara Project is located in the North Panajam Pasir regency of East Kalimantan, about two hours’ drive along sealed roads from Balikpapan (see Figure 5.4). The concession is subject to an exploration IUP covering 200.1 ha.

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5.6 Spinifex Projects On 8 February 2011, Jatoil announced the execution of a binding letter of intent with Spinifex Rural Management Pty Limited ( Spinifex ) to acquire two coal exploration permits and two permit applications in the Galilee Basin in central Queensland. The two exploration permits covered by the letter of intent are currently owned wholly by Spinifex, as are the two permit applications. These four areas, covering over 550 km 2, are close to tenements held by Adani India’s project, Hancock Mining’s Galilee project, Clive Palmer’s Minerology/Waratah Coal project and Linc Energy tenements in the Richmond area of the north-western Galilee basin. These projects all contain very large in-ground resources. Several other Spinifex tenements in the Galilee basin, as well as the Bowen and Surat basins, are also currently under exclusive negotiations between Jatoil and Spinifex. The letter of intent covering the purchase of the tenement interests is conditional on Jatoil’s successful acquisition of Blackrock, satisfactory due diligence on the assets and the required shareholder and regulatory approvals. The headline price on completion of the deal will be $200,000 cash plus 5,000,000 ordinary Shares in Jatoil (on a post-consolidation basis), as well as up to a further 10 million Shares on achieving a JORC Measured Mineral Resource of 40 Mt, and a royalty of 1.5% of gross revenue. While the Spinifex Transaction is set out on the terms of a binding letter of intent with Spinifex, there is no guarantee that the Spinifex Transaction will proceed to completion.

Figure 5. Overview map of Spinifex tenements.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 38 PROSPECTUS

Table 5.3. Summary of Spinifex tenements.

Tenement Number of sub blocks Notes EPCA 2020 44 Waratah Coal/Minerology tenements to the east EPC 1988 18 Between Waratah Coal and Hancock Mining EPCA 2166 6 North of Linc Energy blocks sold to Adani EPC 2101 100 Adjacent to other Linc concessions

a b Figure 6. Detailed location maps of Spinifex tenements ( a) EPC 2101 and ( b) EPCA2166, EPC1988 and EPC2020.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 39 PROSPECTUS

5.7 Biofuel business—overview Jatoil will continue with the development of its existing biofuels business in parallel with the development of its proposed coal business, taking advantage of synergies between the two where appropriate (see Section 5.9). Jatenergy has Jatropha assets in Indonesia under agreement with our Joint Venture PT Jatoil Waterland , our partners PT Waterland International and the Department of Forestry in Semarang central Java, Indonesia. The contract allows for 10,000 ha of commercial forestry to be intercropped with Jatropha and other plant crops including food for the befit of PT Jatoil Waterland. Currently Jatoil has executed agreements in respect of three project areas. Project 1 is 1067 Ha of Jatropha that ranges from 2 to 3 years maturity, knowing that Jatropha gains full maturity and maximum production at approximately 5 years. Project 2 is 522 Ha of Jatropha maturity between 1.5 and 2.5 years. Project 3 is a Greenfield development, planting of new Jatropha trees, of up to 500 hectares which will be complete by end 2011. Current production shows a total of 210 tonnes of Crude Jatropha Oil being shipping to Europe for use in Aircraft Bio fuel requirements. Field production is approximately 3 months behind schedule due to adverse weather conditions in Central Java, but higher production and subsequent export of CJO in anticipated in the coming months. Biofuels are among the most rapidly growing of the various unconventional liquid fuels. Key drivers of this increasing demand include: increasing costs of conventional energy sources (particularly petroleum); issues of sustainability, most notably targets and mandates to help reduce emissions of carbon dioxide and other greenhouse gasses; energy security; regional and social development; and disposal of by-products.

5.8 Biofuel market information

5.8.1 About jatropha Jatoil has selected Jatropha curcas as its primary biofuel feedstock. Jatropha is a hardy bush, able to grow in areas with poor soils and survive rainfall as low as 300 mm/year. It has grown across Asia for many years and has been used as a natural hedge and for producing lamp oil, soap and traditional medicines. Jatropha has considerable commercial potential. Increasing interest in jatropha is being fuelled by the ‘fuel versus food’ controversy surrounding many first generation feedstocks that use valuable arable land to grow fuel instead of food crops. As a non-edible oil seed crop able to grow on land that is uneconomic for food crops alone, jatropha does not compete directly with food crops and therefore avoids this problem.

Jatropha fruit typically contains three seeds, which comprise 70% of the overall fruit mass. As illustrated in Figure 5.7, the fruit can be shelled and pressed to produce crude jatropha oil (CJO), to which further value can be added by refining to produce biodiesel or biojet fuel. These processes result in a number of valuable by- products, including seedcake, which can be used as a fuel or fertiliser for domestic or export markets, and biomass residues, which can be used for fertiliser or burnt to produce electricity. Jatropha offers a number of advantages over other biodiesel feedstocks, including the following: The oil yield per hectare from jatropha is potentially among the highest of all oil seed trees, second only to palm. Seeds have an oil content of around 30–35%; Jatropha is easy to propagate from seeds or cuttings and grows relatively quickly, giving seeds in the first year after planting and commercial yields after three years; Jatropha is a hardy, long-lived plant, producing seeds for over 30 years;

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Jatropha is tolerant of harsh climactic and growing conditions. It can survive long periods of low rainfall, although commercial yields are optimised with rainfall between about 900 and 1500 mm/year; Jatropha is easily propagated and planted and lends itself to being planted on marginal, degraded, fallow, war-damaged and waste lands; The techniques required to cultivate jatropha can be readily taught, particularly in rural communities where there is significant farming experience; Jatropha oil and its by-products can be used directly as fuel substitutes; The biomass residues from processing can be used as a fertiliser and returned to the plantation; Jatropha is not browsed by animals and, grown under the right conditions, is pest resistant; and Jatropha cultivation is labour intensive, making it suitable for developing countries with low labour costs. Around the world, there is a significant amount of research being conducted on jatropha to address specific issues such as: developing plant genotypes with higher oil content and greater resistance to pests and diseases; improving oil yield; and improving plant propagation techniques.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 41 PROSPECTUS

pick & shell fruit

jatropha biomass residue

dry seed Jatoil business

press seed & filter

seedcake

crude jatropha oil (CJO)

refine CJO

glycerol

biodiesel or biojet fuel

Figure 5.7. Jatropha can be used to produce a number of valuable products and by-products. Jatoil’s biofuel business model includes growing jatropha and pressing seeds to produce crude jatropha oil (CJO) and seedcake.

5.8.2 Jatropha products

The main products and by-products of jatropha production are CJO, seedcake and fertiliser. CJO is a form of pure plant oil ( PPO ) that can be used as a renewable replacement to fuel oil derived from petroleum. PPO is a highly valuable commodity used in the combined heat and power sector, which includes marine uses, electricity generation and almost all industrial processes that use oil for heating and power. Jatropha seedcake is the organic matter remaining after the process of extracting CJO from the jatropha seeds. Seedcake has value as a biomass feedstock for heat energy production, as an organic fertiliser and as a source of animal feed. As a biomass feedstock for energy production, it is able to produce the same heat energy as lignite coal, but with almost zero sulphur emissions. As an organic fertiliser, it is able to provide higher levels of the organic compounds needed for plant growth than is available from animal manures. The ash that remains after the burning of seedcake also retains many of the organic compounds used in plant growth and therefore has the potential to be collected after burning and used as a nutrient-rich organic fertiliser.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 42 PROSPECTUS

Green waste produced on farming sites is valuable as an organic fertiliser. Pruning of the leaves and stems of jatropha trees, cuttings from surrounding vegetative growth, and the removed hulls from the jatropha fruits can all be used in a simple bacterial-fermentation process to create nutrient-rich organic fertiliser. While Jatoil intends for these fertilisers to be returned to producer sites to ensure soil rejuvenation and improved yields, fertilisers hold a marketable value and will be traded by the Company.

5.8.3 Jatropha as a feedstock for biodiesel and aviation fuel

Biodiesel is a renewable alternative to petroleum-based diesel fuel. It can be blended at any ratio with mineral diesel and used in diesel engines with little or no modification, substantially reducing emissions of greenhouse gases such as carbon dioxide, and other airborne pollutants.

Biodiesel can be made from edible oils such as palm, soybean and rapeseed. Such ‘first generation’ biofuels have been criticised for their contribution to increasing food prices, use of valuable fertile farming land and, in some cases, deforestation. This has spurred the development of ‘second generation’ biofuel feedstocks, which do not compete with food crops for land and do not involve destruction of high-value native environments to prepare the land for planting. The aviation industry has taken a strong interest in jatropha and other second-generation feedstocks as it seeks to control its costs and reduce its emissions. In September 2008, a consortium of industry participants was formed—the Sustainable Airline Fuel Users Group (SAFUG). SAFUG is an initiative to promote sustainable, second generation biofuels for the aviation industry. This consortium includes the aircraft manufacturer Boeing, the Airlines Air France-KLM, Air New Zealand, All Nippon Airways (ANA), Cargolux, Gulf Air, Japan Airlines, SAS and Virgin Atlantic, the environmental NGOs Natural Resources Defense Council and WWF, and Honeywell’s refining technology development arm, UOP. The International Association of Air Transport has recently announced a target of 10% renewable fuel for their industry by 2017. The emergence of the aviation industry as a user of jatropha-based biofuel substantially broadens and diversifies the market for jatropha products.

5.9 Biofuel operations

5.9.1 Overview

Jatoil’s principal biofuel operations are based in Indonesia. As shown in Figure 5.1, the Company owns, via intermediate holding companies, 70% of the Indonesian company PT Jatoil Waterland ( Jatoil Waterland ). Jatoil Waterland is a joint venture between Jatoil and PT Waterland International ( Waterland International ) . The joint venture is governed by the terms of the Waterland Master Agreement, a summary of which is set out in Section 12.1.5 of this Prospectus. Jatoil Waterland is overseen by a board of commissioners and a board of directors, which include representatives from both Jatoil and Waterland International. Waterland International was established to support a joint investment initiative by several European-based companies that required a source of sustainable biomass for their micro-power generation operations. The company’s cornerstone is its social farming model, which involves empowering local farmers with the aim of bringing prosperity and self-sufficiency to their communities, improving their welfare and providing a stable income source. In addition to its planting activities, Jatoil has also formed strong alliances with research institutes such as the University of Sydney to develop higher yielding strains of jatropha.

5.9.2 Jatoil Waterland

Jatoil Waterland’s projects are located in Purwodadi in the Indonesian province of Central Java (see Figure 5.8) . The joint venture between Jatoil and Waterland International currently has more than 1,500 ha of land under cultivation with jatropha and is successfully producing CJO. Jatoil Waterland has also evaluated and earmarked

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 43 PROSPECTUS

land near the urban centres of Purwodadi and Yogyakarta for expanding its planted area to 10,000 hectares. The identified land areas are owned by the Indonesian government and secured by the Perum Perhutani (Ministry of Forestry) for exclusive use by the company, with operational management conducted by the Lembaga Masyarakat Desa Hutan ( LMDH , the local bodies representing farmers’ groups). The land is not suitable for the economic cultivation of food crops alone and much of it is used as a forestry buffer zone, providing economic opportunities for local farmers and protecting high conservation value forests from illegal logging activities. The Jatropha Cooperation Agreements govern the relationship between the Perum Perhutani , LMDH and Jatoil Waterland. Set out in Section 12.1.7 of this Prospectus is a summary of the key terms of the Jatropha Cooperation Agreements. In general, development and establishment of the land will be carried out by the Perum Perhutani, at a cost of approximately US$200 per hectare. Planting will be carried out via a contract farming model, with the LMDH responsible for the performance of the individual member farmers on their assigned plots. Oil extraction for the Jatoil Waterland project is currently being carried out at a facility in the Central Javanese town of Purwodadi, which has a capacity to expel, filter, pack and export 20 Mt/day of CJO. After extraction, the oil is filtered to less than 5 microns using a variety of commercial filter systems that remove up to 99.999% of particulate matter at a throughput of more than 3,000 litres per hour. If required, the filter system can remove particles down to 1 micron. The facility operates 24 hours per day in three shifts. The facility is operated by Jatoil’s partner in the joint venture, Waterland International, under a management services agreement between Jatoil Waterland and Waterland International. Jatoil Waterland is expected to establish its own oil extraction facility in the future as volumes increase. The CJO is stored in 1,000-litre transport containers. The containers are completely filled and then sealed to reduce oxidation and prevent the formation of free fatty acids. During periods of high production, the oil is directly containerised into bladder bags for 20 foot containers, which are then transported by sea vessel. The extracted CJO is not degummed, as the customer may use the oil directly without conversion to biodiesel or hydro-treating for aircraft fuel. Jatoil Waterland has entered into the Jatropha Oil Sales and Purchase Agreement with Waterland International for the oil produced from the first 1,000 hectares of its plantations. There is currently no offtake agreement in relation to the new plantations, although Waterland International has expressed a willingness to enter into an agreement along the lines of the current agreement.

Figure 5.8. Location of Jatoil Waterland jatropha plots in Central Java.

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Waterland International combines the CJO from Jatoil Waterland with oil from its own fields, before selling it to companies in Europe at a price linked to the market price for vegetable oils. Pursuant to the Jatropha Oil Sales and Purchase Agreement, Jatoil Waterland receives a minimum price of US$630 per Mt of CJO, with any upside from the minimum price shared between Jatoil Waterland and Waterland International at a ratio of 90:10. Jatoil Waterland is expected to establish its own marketing and sales team and has already made direct contacts with potential overseas buyers. A summary of the key terms of the Jatropha Oil Sales and Purchase Agreement is set out in Section 12.1.6 of this Prospectus.

5.10 Business strategy

5.10.1 Overview Jatoil’s diversification beyond biofuels to conventional fuels through the proposed Blackrock Acquisition and the proposed acquisition of the Spinifex Projects is expected to provide the Company with strategic advantages in terms of diversifying its potential sources of revenue and mitigating development risks. The diversification also builds on the Company’s existing experience and contacts in Indonesia. If the Blackrock Projects can be successfully developed, they are expected to provide short- to medium-term revenues that can be used to assist funding of the expansion of Jatoil’s oil feedstock operations in Southeast Asia, as well as exploration activities on the Company’s acquired portfolio of coal assets. Where appropriate, Jatoil will also look to use depleted coal fields for reforestation with oil-bearing crops such as jatropha. This could extend the life of project sites while providing local communities with renewable energy and employment opportunities.

5.10.2 Development of current coal projects If completed, the proposed Blackrock Acquisition will provide the Company with binding interests in one small project close to production (the Atan Bara Project) and one substantially larger project requiring longer-term development (the Katingan Project). The Company plans to use the funding from the proposed Public Offer together with existing cash reserves to further develop the Blackrock Projects, as well as to add several new projects that are currently under due diligence assessment. The Company intends to endeavour to bring the smaller Atan Bara Project into production first to generate early revenues, which can be used in part to further develop the larger Katingan Project. This would enable the Company to build itself into a substantial player in the coal industry with a long-term presence in the region. The recent surge in demand for coal has resulted in opportunities for funding the development of coal operations using pre-sales of coal through a number of financial institutions and coal buyers. This pre-sales strategy will assist the Company to build its operations from a smaller capital base. The strategy requires that sufficient drilling and other pre-production work be completed to ‘de-risk’ the operations. Unmined coal can then be sold at a discount to the current market price, essentially providing a loan that is then repaid with coal. Coal in Indonesia is almost entirely extracted using low cost, open pit mining methods. The Company will work with experienced mining contractors to assist in the development of its operations. The Company will focus on sustainable growth in production and handling capacity while maximising the long-term potential of its coal assets.

5.10.3 New coal projects Over the short to medium term, the Company intends to explore further opportunities for accessing coal concessions across Indonesia, with a particular focus on deposits in Kalimantan with good logistics and moderate production costs. The Company plans to continue detailed due diligence on several projects currently being assessed by Blackrock.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 45 PROSPECTUS

Over the longer term, the Company intends to seek to build a presence in the region, through which it will explore and develop opportunities in high value coal concessions.

5.10.4 Marketing of coal products

Indonesian coal is highly regarded for its low sulphur and ash content. This type of coal offers numerous environmental and economic benefits including reduced emissions of sulphur dioxide, nitrous oxides and fly ash, reduced need for flue gas desulphurisation, high combustion efficiency, and reduced ash deposition and waste. In many developed countries, low-sulphur coal is blended with domestic high-sulphur coals to help meet stringent environmental regulations. The Company will highlight its environmental and economic benefits to help market its coal to electricity generators and other users.

5.10.5 Biofuels business Jatoil’s biofuels business brings together a high degree of collective expertise, know-how, technology and research, which the Company intends to use to develop and promote a biofuel zone in Central Java that will make it a regional centre of excellence for non-food biofuels and derivatives. Subject to certain milestones being achieved, the Company’s Indonesian jatropha projects are expandable to 10,000 ha by the end of the 2011/12 planting season. For all planting, the Company is committed to planting the most advanced and productive strains of jatropha available, which Jatoil and Jatoil Waterland are jointly developing through their plant- breeding programs. If the expansion goes according to plan, Jatoil expects to increase the area of land planted with jatropha to over 35,000 hectares by 2013.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 46 PROSPECTUS

6 Risk factors

6.1 Introduction An investment in the Company is not risk free and prospective new investors should consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Shares and Options. The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed and is based on the assumption that the Blackrock Acquisition has successfully completed.

6.2 Dilution The Blackrock Acquisition will result in a significant number of Shares being issued to the Blackrock Vendors on Completion and then on the achievement of each of the Performance Milestones. If the Performance Milestones are achieved and all Performance Shares are issued, the issue of the Consideration Shares to the Blackrock Vendors will significantly dilute the holdings of existing Shareholders, and in respect of the issue of all Performance Shares will also significantly dilute the holdings of investors that subscribe for Securities under the Public Offer set out in this Prospectus. For further details on the capital structure of the Company, please refer to Section 2.7 of this Prospectus.

6.3 Oil prices There is a relationship between the crude oil and vegetable oil prices and prices achieved for crude jatropha oil (CJO). The Company’s biofuels operations may therefore be impacted by oil prices fluctuations. The Company manages this risk by establishing offtake agreements, which set a price floor at an economic level. In the event that the crude oil and vegetable oil prices remains low for an extended period, the Company will be materially adversely affected in its ability to execute new offtake agreements with commercially viable terms.

6.4 Agriculture The Company’s biofuel production involves large-scale agricultural plantation operations. The jatropha yield and oil production targets achieved are influenced by weather conditions, the prevalence of diseases or pests, and other typical risks associated with agricultural enterprises. Adverse weather conditions may significantly negatively impact the oil yields achieved, although the Company selects plantation areas based on those most suited to commercial jatropha production, including the climactic conditions. The Company has a pest and diseases management strategy, and the jatropha plantations are routinely monitored for any such outbreaks.

6.5 Operating risks The current and future operations of the Company, including exploration, appraisal and possible production activities, may be affected by a range of factors, including: (a) adverse geological conditions; (b) limitations on activities owing to seasonal weather patterns and cyclone activity; (c) unanticipated operational and technical difficulties encountered in seismic survey, drilling and production activities; (d) mechanical failure of operating plant and equipment; (e) industrial and environmental accidents, industrial disputes and other force majeure events; (f) unavailability of aircraft or drilling equipment to undertake airborne electromagnetic and other geological and geophysical investigations;

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 47 PROSPECTUS

(g) unexpected shortages or increases in the costs of labour, consumables, spare parts, plant and equipment; and (h) inability to obtain necessary consents or approvals. Indonesia, from time to time, experiences economic, social and political volatility. As a result, the Company’s operations may be impacted by currency fluctuations, political reforms, changes in Indonesian government policies and procedures, civil unrest, social and religious conflict and deteriorating economic conditions. The likelihood of any of these changes, and their possible effects, if any, cannot be determined by the Company with any certainty at the present time, but they may include disruption, increased costs and, in some cases, total inability to establish or to continue to operate mining exploration or development activities.

6.6 Land security The Company’s jatropha projects involve ownership and/or leasing of land. The security of land tenure may be threatened by many factors including changes in government policy or changes in government control.

6.7 Contractual risks As at the date of this Prospectus, Blackrock has binding agreements in place covering two coal projects. Blackrock and Blackrock Singapore have an agreement in place with an Indonesian company, ABS by which Blackrock Singapore’s subsidiary, Barata, obtains rights in connection with mining tenements near the town of Atan Bara in East Kalimantan (the Atan Bara Project). This agreement (referred to in the Prospectus as the Interim Agreement) contemplates the further execution of mining services and coal offtake agreements prior to completion of the Acquisition. Blackrock also has a conditional share purchase agreement (referred to in the Prospectus as the CSB Share Purchase Agreement) which has rights to a mining tenement near the town of Katingan in Central Kalimantan (the Katingan Project). Both these agreements have outstanding conditions precedent as at the date of this Prospectus including regulatory approvals required for foreign investment companies and licenses for coal production. There is a risk that these may not be obtained or may take longer to obtain than anticipated, in which case production would be delayed. The CSB Share Purchase Agreement also has certain conditions precedent involving CSB shareholder approvals, which are not expected to represent any ri sk, but which cannot be obtained until after the necessary regulatory approvals are in place. Set out in Sections 12.2.1and 12.2.2 of this Prospectus are summaries of the key terms of these agreements. Enforcement of contractual rights through Indonesian courts can sometimes also be problematic.

6.8 Mining rights Mining rights which are granted to Indonesian companies do not constitute a right to the land itself. A mining right holder must settle access to land with local land owners. To the extent that third parties have competing concession rights with respect to the land, agreement must be reached with the competing concession holders. There is no guarantee that successful settlement will be reached in this context.

6.9 Economic risks General economic conditions and movements in interest, inflation and currency exchange rates may have an adverse effect on the Company’s exploration, development and future production activities, as well as on its ability to fund those activities.

6.10 Market conditions The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities and, in particular, resources stocks. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

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6.11 Change in activities and re-quotation of Shares on ASX As the Company has no prior involvement in the coal industry, the Blackrock Acquisition constitutes a change in the nature and scale of the Company’s activities. At the General Meeting, the Company obtained Shareholder approval to the change in the nature and scale of its activities to include coal exploration and mining by undertaking the Blackrock Acquisition. In accordance with the requirements of ASX in relation to this change in activity, the Company must re-comply with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the Official List. This Prospectus is issued to assist, among other things, the Company to re-comply with these admission requirements. Trading in the Company’s Shares was suspended from Official Quotation from the time of the General Meeting and will not be reinstated until the Company has re-complied with Chapters 1 and 2 of the ASX Listing Rules. There is a risk that the Company may not be able to meet the requirements of ASX for re-quotation of its Shares on ASX. If the Conditions Precedent are not satisfied, or waived (if applicable), the Company will not proceed with the Acquisition and consequently will not proceed with the Blackrock Offer. Please refer to Section 12.1.1 for a summary of the Conditions Precedent. Further, if the Blackrock Acquisition is not completed, the Company: (a) will not proceed with the Public Offer; and (b) will repay application moneys received from applicants under the Public Offer. Please refer to Section 12.1.1 for a summary of the Conditions Precedent. Shares and New Options will not be able to be traded on ASX until such time as ASX’s requirements for re- quotation can be met, if at all.

6.12 Share Sale Agreement The Company has entered into the Share Sale Agreement pursuant to which the Blackrock Vendors agreed to sell, and the Company agreed to acquire, 100% of the issued capital of Blackrock. The Majority Blackrock Vendors have provided limited warranties and representations in favour of the Company in relation to Blackrock, its subsidiaries and its assets, including the Katingan Projects and the Atan Bara Project. Completion of the Share Sale Agreement is conditional on the satisfaction, or waiver (if applicable), of the Conditions Precedent. Please refer to Section 12.1.1 of this Prospectus for a summary of the material terms of the Share Sale Agreement (including details of the Conditions Precedent).

6.13 Security investments There are risks associated with any securities investment. Securities listed on the stock market, and in particular securities of mining and exploration companies, have experienced extreme price and volume fluctuations that have often been unrelated to the operating performances of such companies. These factors may materially affect the market price of the securities regardless of the Company’s performance. Exploration in itself is a speculative endeavour, while mining operations can be hampered by force majeure circumstances and cost overruns for unforeseen events.

6.14 Exploration and production risks The business of coal exploration, project development and production involves inherent risks. Success depends on the successful exploration, appraisal, design and construction of efficient recovery and processing facilities, competent operational and managerial performance, and efficient distribution and marketing services. Exploration is a speculative endeavour and production operations can be hampered by engineering difficulties, cost overruns, inconsistent recovery rates and other unforeseen events. The outcome of the Company’s exploration, project development and production programs will affect the future performance of the Company and the price of its Shares.

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If and when the Company commences production, the production may be curtailed or shut down for considerable periods of time owing to a range of factors such as disruptions to transport infrastructure, lack of market demand, government regulation, production allocations or force majeure events. These curtailments may continue for a considerable period of time, resulting in a materially adverse effect on the operations and/or financial condition of the Company. The exploration for and production of coal involves certain operating hazards, such as: (a) failure and/or breakdown of equipment; (b) adverse geological, seismic and geotechnical conditions; (c) industrial accidents; (d) labour disputes; (e) pollution; and (f) other environmental hazards and risks. Any of these hazards could cause the Company to suffer substantial losses if they occur. The Company may also be liable for environmental damage caused by previous owners of the property to be developed. As a result, substantial liabilities to third parties or governmental entities may be incurred, the payment of which could reduce or eliminate funds available for acquisitions, exploration and development or cause the Company to suffer losses.

6.15 Environmental risks The proposed exploration and mining activities of the Company in Indonesia are subject to Indonesian laws and regulation concerning the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all applicable environmental laws. The Company may also become liable for environmental damage caused by previous owners of any tenements the Company acquires. As a result, substantial liabilities to third parties or government entities may be incurred, the payment of which could reduce or eliminate funds available for acquisitions, exploration and development, or cause the Company to suffer losses.

6.16 Greenhouse gas emissions The coal industry is likely to be affected by government policies and international agreements that aim to reduce emissions of greenhouse gases such as carbon dioxide. These may result in the imposition of taxes or other increased costs that may adversely affect the Company in terms of the volumes of its production output and the prices it receives for the coal it produces.

6.17 Regulatory risks Actions or policy changes by governments (particularly in Australia, Indonesia and Singapore) in relation to access to lands and infrastructure, compliance with environmental regulations, taxation, royalties and subsidies may adversely affect the Company’s operations and financial performance. The Company’s operations will be governed by a series of Indonesian laws, regulations and decrees. These laws, regulations and decrees may be amended from time to time, which may have a material adverse impact on the financial position, financial performance, cashflows, growth prospects and share price for the Company. Breaches or non-compliance with these laws, regulations or decrees can result in penalties and other liabilities, which may also have a material adverse impact on the financial position, financial performance, cashflows, growth prospects and share price of the Company.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 50 PROSPECTUS

While the Company is reasonably familiar with the Indonesian regulatory regime and will undertake all reasonable due diligence in assessing and managing the risks associated with investing and operating in Indonesia (and other countries in which it may invest), the legal and political conditions of the country and any changes thereto are outside the control of the Company. Further, the laws, regulations and decrees in Indonesia may not be applied consistently.

6.18 Coal marketing and coal prices In the event that the Company is successful in developing its mining operations, the marketability of its coal production will depend on the quality and tonnage demand from international and domestic markets. If the Company fails to secure contracts to sell its coal or the Company does not satisfy conditions in any offtake agreements, this may adversely affect the financial conditions and performance of the Company. The prices the Company receives for its coal are subject to market forces that are beyond the control of the Company. While the Company monitors the stability and trends of market prices closely and, where possible, has and will negotiate agreements to reflect the movements in market prices and maintain underlying profit margins, should the market prices for coal fall to uneconomical levels, the financial performance of the Company will be materially adversely affected. Customers may default on their contractual obligations with the Company. Potential contractual defaults may include non-payment for coal or failure to take delivery of contracted volumes. Should such a default occur, the Company may experience difficulties accessing other customers. To manage the exposure of the Company to price risks, the Company may enter into coal price and or foreign currency hedging arrangements with respect to its production. While intended to reduce the effects of volatile coal prices, these arrangements may limit potential gains if coal prices were to rise substantially over the price established by the hedge. In addition, such transactions may expose the Company to the risk of financial loss.

6.19 Unforeseen expenditure risks Expenditure may need to be incurred that has not been taken into account in the preparation of this Prospectus. Although the Company is not aware of any such additional expenditure requirements, if such expenditure is subsequently incurred, this may adversely affect the expenditure proposals of the Company.

6.20 Competition There is a risk that the Company will not be able to continue to compete profitably in the competitive industries in which it intends to operate. The potential exists for the nature and extent of the competition to change rapidly, which may cause loss to the Company.

6.21 Management of growth There is a risk that the management of the Company will not be able to implement the Company’s growth strategy after completion of the Acquisition. The capacity of the management to properly implement and manage the strategic direction of the Company may affect the Company’s financial performance.

6.22 Future capital requirements The Company’s ongoing activities will require substantial expenditures. There can be no guarantee that the funds raised through the Public Offer will be sufficient to successfully achieve all the objectives of the Company’s overall business strategy. If the Company is unable to continue to use debt or equity to fund expansion after the substantial exhaustion of the net proceeds of the Public Offer there can be no assurances that the Company will have sufficient capital resources for that purpose, or other purposes, or that it will be able to obtain additional fundraising on terms acceptable to the Company or at all. Any additional equity financing may be dilutive to

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 51 PROSPECTUS

Shareholders and any debt financing if available may involve restrictive covenants, which may limit the Company’s operations and business strategy. The Company’s failure to raise capital if and when needed could delay or suspend the Company’s business strategy and could have a material adverse effect on the Company’s activities.

6.23 Resource estimates and targets Resource estimates and targets, including the exploration targets contained in this Prospectus, are expressions of judgment based on knowledge, experience and industry practice. Often these estimates were appropriate when made but may change significantly when new information becomes available. There are risks associated with such estimates, including that coal mined may be of a different quality, tonnage or strip ratio from the estimates. Resource estimates are necessarily imprecise and depend to some extent on interpretations, which may ultimately prove to be inaccurate and require adjustment. Adjustments to the Company resources could affect the Company’s development and mining plans.

6.24 Reliance on key personnel and employees The Company’s prospects depend in part on the ability of its executive officers, senior management and key consultants to operate effectively, both independently and as a group. To manage its growth, the Company must attract and retain additional highly qualified management, technical, sales and marketing personnel, and continue to implement and improve operational, financial and management information systems. Investors must be willing to rely to a significant extent on management’s discretion and judgement, as well as the expertise and competence of outside contractors.

6.25 Insurance The Company may, where economically practicable and available, endeavour to mitigate some project and business risks by procuring relevant insurance cover. However, any such insurance cover may not always be available or economically justifiable and the policy provisions and exclusions may render a particular claim by the Company outside the scope of the insurance cover. Although the Company will undertake all reasonable due diligence in assessing the creditworthiness of its insurance providers, there will remain the risk that an insurer defaults in payment of a legitimate claim by the Company under an insurance policy.

6.26 Investment speculative The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the securities offered under this Prospectus. Therefore, the securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those securities. Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Shares.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 52 PROSPECTUS

7 Directors, management and corporate governance

7.1 Directors

Ross Kestel BBus ACA AICD INTERIM CHAIRMAN Ross Kestel is a chartered accountant and was a director of the accounting practice Nissen Kestel Harford from July 1980 until April 2010. Mr Kestel is a member of the Australian Institute of Company Directors. He has acted as a director and company secretary of a number of public companies involved in mineral exploration, mining, mine services, property development, manufacturing and technology industries. Mr Kestel is currently a non-executive director of the following ASX-listed companies: VDM Group Limited (since August 2005); Jabiru Metals Limited (since August 2003); Resource Star Limited (since August 2006); Xstate Resources Limited (since September 2006); and Regis Resources Limited (since July 2009). During the past three years, Mr Kestel has also served as a non-executive director of the following ASX-listed companies: Equigold NL (April 2005 to June 2008); Dioro Exploration NL (April 2008 to February 2010); and Blackcrest Resources Limited (June 2006 to October 2010). Mr Kestel was appointed as a Director of the Company on 19 September 2007.

Phil Hodgson BE PhD CHIEF EXECUTIVE OFFICER , EXECUTIVE DIRECTOR Phil Hodgson has been CEO of Jatoil Limited since February 2009, following a long career in the energy industry with Shell. He is founding director of an independent consultancy specialising in strategy and change management, supply chains and commercial development of new energy technologies. He has consulted to large corporations (including BlueScope, FoodWorks and the Chevron/Kellogg joint venture Gorgon) as well as start-up alternative and renewable energy technology companies (Geodynamics and Exergen). Dr Hodgson completed a Bachelor of Chemical Engineering from the University of Sydney in 1989, and a PhD in Chemical Engineering from the University of New South Wales in 1993. He then joined Shell, and for over 14 years developed a significant depth and breadth of experience in numerous roles across all key sectors of the downstream energy industry including oil refining and supply, marketing and sales, pricing strategy, risk management, corporate strategy and portfolio project management. Senior executive roles during this time include General Manager and Alternate Director of Fuelink Pty Limited, a distribution and sales subsidiary with $700 million in revenue and 300 employees; and Manager—Strategy and Portfolio for Shell Australia, where he led numerous business strategy, portfolio and change management projects including the completion of four international portfolio deals worth over $150 million. He resigned from Shell in 2007 to pursue his consultancy and business interests. Mr Hodgson was appointed as a Director of the Company on 1 October 2008.

Tom Hancock BSc MIEAust CPEng NON -EXECUTIVE DIRECTOR Tom Hancock is a chemical engineer with more than 20 years’ experience in the environmental and waste-to- energy fields in Australia and Asia. He was formerly Executive Chairman and country manager for the Asian

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 53 PROSPECTUS

subsidiary of a large multinational waste management company headquartered in France, where he was responsible for recycling of electrical equipment and nickel-cadmium batteries. Mr Hancock has considerable experience in the operation of chemical plants. He was previously general manager of waste management for Brambles Asia, where he initiated a successful project for the conversion of waste to energy, and was managing director of Cleanaway Taiwan, Brambles’ first joint venture in Asia. Mr Hancock previously held the position of national technical manager for Cleanaway Australia, the largest waste management company in Australia at the time, providing technical services and support to Cleanaway state divisions across Australia and preparing the winning bid for construction and operation of a liquid waste treatment plant. He has been a manager for Retec Limited, a subsidiary of ICI Australia, where he was responsible for the division producing exotic and hazardous chemicals, and for marketing and distribution throughout Oceania and Southeast Asia into the explosives, steel, rubber and chemical industries. He has also held management positions with Australian Fertilizers Limited (a subsidiary of ICI Australia), where he was responsible for a large fertiliser factory with 250 employees, and for liaison with the company’s agronomists, agricultural agencies and farmers. He holds Class A certificates for power generation. Mr Hancock was appointed as a Director of the Company on 20 August 2007.

7.2 Proposed Director Under the Heads of Agreement, one representative nominated by the Blackrock Vendors will be appointed to the Board of Jatoil. Subject to Completion and the Blackrock Vendors confirming the nomination, the Jatoil Board will consider the appointment of Mr Alan Broome as an additional director of Jatoil.

Alan Broome AM IEng FAusIMM FAICD MIMMM (London) MInstD (NZ) PROPOSED NON -EXECUTIVE DIRECTOR Alan Broome is highly regarded as a business leader and strategic thinker in the mining industry. He has over 20 years’ experience in the secondary metals industry as a metallurgist and 20 years’ experience in the mining industry. His extensive knowledge and experience of the mining industry have been accumulated through his heavy involvement with mining technology companies, government agencies and major international mining companies in promoting Australian mining and developing global trade. Mr Broome is chairman of the ASX-listed companies Nimrodel Resources Limited and Endocoal Limited, and director of a number of other Australian mining technology companies, including Micromine Pty Limited, Inbye Mining Services Limited, WorkPac Group Limited and Buccaneer Energy Limited. He is chair of the Australian mining technology export group, Austmine, and is deputy chair of the world’s largest Internet-based mining procurement company, Quadrem. He is also a director of the New Zealand-based Solid Energy Limited and CRL Energy Limited. Mr Broome was previously chairman of the Australian Government Action Agenda promoting mining technology and CEO and Deputy Chairman of the Australian Government Heavy Engineering and Infrastructure Action Agenda initiative. For more than 25 years, Mr Broome has made important contributions to the development of the Australian mining supply sector, including leadership of research activities, export development, commercialisation of innovation, assistance to companies to harness e-business processes and advice to government organisations on the development of Australia’s mining equipment, services and technology sector. He is retained as an adviser to a number of Australian and international mining, mining services and engineering companies, and associated organisations. In 1999, Mr Broome was awarded the Westpac export award for mining. In 2000 he was awarded the Order of Australia (AM) for services to mining. In 2005 he also received the President’s Award of the Australian Institute of Mining and Metallurgy (AusIMM) for contributions to the development of the Australian mining supply sector.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 54 PROSPECTUS

7.3 Company secretary

Emmanuel Correia BBus ACA COMPANY SECRETARY Emmanuel Correia has over 20 years’ experience in public company accounting and the provision of public company compliance services in Australia across a diverse range of industries. He also has extensive experience in corporate finance and equity capital markets. Mr Correia provides corporate advice to a diverse client base in relation to capital raisings, corporate strategy and structuring, prospectus preparation, due diligence enquiries and various ASX and ASIC regulations and requirements. Mr Correia is also a director of Forge Resources Limited. He was appointed as the Company Secretary of Jatoil on 25 October 2007.

7.4 Management team

Paul Hogan GENERAL MANAGER Paul Hogan has over 10 years’ experience in the commercialisation of new process technology, primarily in the agricultural, food and beverage sector. He spent four years in corporate finance with PricewaterhouseCoopers, particularly in business case development and valuation of emerging technologies. He was also Manager, Sustainable Business for Sustainability Victoria, where he led a team assisting businesses to evaluate commercial opportunities arising from environmental issues.

Tony Crimmins BUSINESS DEVELOPMENT MANAGER Tony Crimmins has held numerous roles in project and general management, including six years as an environmental engineer for Brambles in China, involved in high priority environmental impact assessment for toxic waste clearance, site evaluation and project management. During this time he developed a working proficiency in Mandarin and an understanding of Asian business practices. For the past eight years, Mr Crimmins has been involved in the listing of 13 companies on ASX from IPOs to reconstituted listed companies. In the process he has helped raise over $65 million for projects, including five technology projects from Australian universities.

Derek Bolling CHIEF FINANCIAL OFFICER Derek Bolling has over 20 years’ experience as a financial controller, chief financial officer and accountant in a wide range of ASX-listed, public unlisted and private companies, spanning resources, genetic engineering, medical diagnostics and devices, pharmaceuticals, healthcare and information technology. Mr Bolling has experience in the implementation and operation of large scale financial systems, financial management of resource projects, contract negotiation and change management of the finance function. He is currently a consultant in accounting and financial management to start-up companies in the renewable energy and biomedical fields, and is company secretary of one private equity-backed medical technology company.

7.5 Corporate governance The Directors monitor the business affairs of the Company on behalf of Shareholders and have formally adopted a corporate governance policy that is designed to focus Directors’ attention on accountability, risk management, ethical conduct and conflicts of interest.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 55 PROSPECTUS

The Company has adopted systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company’s needs. Further information about the Company’s corporate governance practices will be set out on the Company’s website at www.jatoil.net. In accordance with the recommendations of ASX, information published on the Company’s website will include charters (for the board and its sub-committees), codes of conduct and other policies and procedures relating to the board and its responsibilities. As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance structures will be given further consideration. Ross Kestel and Tom Hancock are considered to be independent in terms of the ASX Corporate Governance Council’s definition of independent director. Details of the composition of the Board are set out in Section 7.5.4 below.

7.5.1 Continuous disclosure The Company has adopted a continuous disclosure policy in order to comply with its continuous disclosure obligations once listed on ASX. These obligations include being required to notify ASX immediately of any information concerning the Company of which it is or becomes aware and that a reasonable person would expect to have a material effect on the price or value of the Shares. Exceptions apply for certain information that does not have to be disclosed. Other documents that are required to be lodged include: (a) quarterly activities and cashflow reports, to be provided to ASX within a specified time at the end of each quarter; (b) half yearly reports and preliminary financial statements, to be provided to ASX within a specified time of the end of each half and full years’ accounting period, respectively; and (c) financial statements, to be lodged with ASX within a specified time after the end of each accounting period.

7.5.2 Corporate Governance Statement The Company has formulated a Corporate Governance Statement to implement and maintain a culture of good corporate governance both internally and in its external dealings. In adopting the Corporate Governance Statement, the Board is mindful of the ASX Corporate Governance Principles and Recommendations ( ASX Principles ). The Corporate Governance Statement sets out the responsibilities of the Board of Directors and addresses matters such as Board composition and Directors’ independence, further details of which are set out below in Section 7.5.5.

The Corporate Governance Statement in full is posted on the Company’s website at www.jatoil.net.

7.5.3 Code of Conduct The Board has adopted a Code of Conduct ( Code of Conduct ) which sets out the Company’s commitment to maintaining the highest standards of ethics, integrity and behaviour in its business relationships and the professional workplace generally. The Code of Conduct outlines the standards of behaviour for all Directors of the Company, as well as its employees, consultants and contractors.

The Code of Conduct sets out guidelines with respect to general business principles including: (a) business and personal conduct; (b) adherence to all legislation and codes that govern the business;

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 56 PROSPECTUS

(c) conflicts of interest; (d) fostering a climate of ethical behaviour and business practice; (e) acceptance of gratuities; (f) confidentiality; (g) health and safety; (h) internal controls; and (i) harassment and discrimination. A copy of the Code of Conduct is available on the Company’s website at www.jatoil.net.

7.5.4 Board of Directors

The Company’s Board of Directors is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are: (a) protection and enhancement of shareholder value; (b) formulation, review and approval of the objectives and strategic direction of the Company; (c) monitoring the financial performance of the Company by reviewing and approving budgets and monitoring results; (d) approving all significant business transactions including acquisitions, divestments and capital expenditure; (e) ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained; (f) identification of significant business risks and ensuring that such risks are adequately managed; (g) evaluation of potential business development opportunities; (h) review of performance and remuneration of executive directors and staff; (i) ensuring there is an effective Corporate Governance structure and practice in place; (j) ensuring integrity in financial reporting; (k) ensuring the Company’s Code of Conduct and other policies are adhered to, to promote ethical and responsible decision making; (l) ensuring that an appropriate policy is in place regarding trading of the Company’s Shares by employees of the Company; (m) ensuring that an appropriate policy is in place regarding recognition and management of the risks facing the Company; and (n) ensuring that appropriate policies and procedures are in place to ensure compliance with applicable laws. The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in the Board discussions on a fully-informed basis.

7.5.5 Composition of the Board and Directors’ independence

Election of Board members is substantially the province of the Shareholders in general meetings. However, subject thereto, the Company is committed to the following principles: (a) the Board is to comprise Directors with a blend of skills, experience and attributes appropriate for the Company and its business; and (b) the principal criterion for the appointment of new Directors is their ability to add value to the Company and its business.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 57 PROSPECTUS

The Company’s goal is to ensure that a majority of the Board is composed of Directors who have no material relationship with the Company and who, in the reasonable opinion of the Board, are unrelated and independent under the laws, regulations and listing requirements to which the Company is subject. In assessing the makeup of the Board, the Company aims for its Directors to be independent in thought and judgement, as well as expecting the Directors to add value to the Company. In accordance with its Corporate Governance Charter and the ASX Principles, the Board is currently composed of a majority of independent Directors. This Board structure will be reviewed at the appropriate stages of the Company’s development. No formal nomination committee or procedures have been adopted for the identification, appointment or review of Board membership, but a formal internal board performance evaluation process has been adopted by the Board. If required, this process may also involve the use of external performance evaluation consultants.

7.5.6 Independent professional advice A Director, at the Company’s expense, may obtain independent professional advice on issues arising in the course of their duties, provided that the Director discusses the requirement for the advice with the Chairperson.

7.5.7 Remuneration arrangements The remuneration of an executive Director will be decided by the Board, without the affected executive Director participating in that decision-making process. The total maximum remuneration of Directors is the subject of a Shareholder resolution in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each Director. The current limit, which may only be varied by Shareholders in general meeting, is an aggregate amount of $350,000 per annum. The Board may award additional remuneration to Directors called upon to perform extra services or make special exertions on behalf of the Company. The Board has not established a Remuneration committee at this point in the Company’s development. It is considered that the size of the Board along with the level of activity of the Company renders this impractical and the full Board considers in detail all of the matters for which the Directors are responsible.

7.5.8 External audit The Audit Committee is responsible for the selection and recommendation of the Company’s external auditor. The Audit Committee has recommended the external audit service be put to tender every three years and further, that in the event the external auditor is retained post after three years that the engagement partner be rotated after five years.

7.5.9 Board committees

Audit and Risk Management Committee The Company is to have a separate, constituted audit committee. The Company’s Audit Committee is intended to facilitate and provide a means of open communication between management, the external auditors and the Board. The Committee was established to provide an independent and objective review of financial and other information to be prepared by management, and to assist the Board in fulfilling its oversight responsibilities with respect to the following areas: (a) overseeing the Company’s relationship with the external auditor (including forming a policy on the provision of non-audit services and the rotation of external auditor personnel on a regular basis) and the external audit function generally; (b) overseeing the adequacy of the control processes in place in relation to the preparation of financial statements and reports;

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 58 PROSPECTUS

(c) overseeing the adequacy of the Company’s financial controls and systems; (d) overseeing the process of identification and management of business, financial and commercial risks (other than credit and trading (financial market) risk); (e) recommending to the Board the appointment and removal of the external auditors, reviewing the terms of engagement, and approving the audit plan of the external auditors; (f) monitoring the effectiveness and independence of the external auditors; (g) obtaining assurances that the audit is conducted in accordance with the Auditing Standards and all other relevant accounting policies and standards; (h) providing recommendations to the Board as to the role of the internal auditor/internal audit function, if any; (i) reviewing and appraising the quality of audits conducted by Jatoil’s external auditors and confirming their respective authority and responsibilities; (j) monitoring the relationship between management and the external auditors; (k) evaluating the adequacy, effectiveness and appropriateness of the Company’s administrative, operating and accounting control systems and policies; (l) reviewing and evaluating controls and processes in place to ensure compliance with approved policies, applicable accounting standards, and other requirements relating to the preparation and presentation of financial results; (m) overseeing the Company’s financial reporting and disclosure processes and the outputs of that process; (n) determining the reliability, integrity and effectiveness of accounting policies and financial reporting and disclosure practices; (o) reviewing (in consultation with management and external auditors) the appropriateness of the accounting principles adopted by management in the composition and presentation of financial reports and approving all significant accounting policy changes. The Company’s Audit and Risk Management Committee Charter is available on the Company’s website at www.jatoil.net.

7.5.10 Identification and management of risk The Company has a risk management program that is reviewed by the Audit and Risk Committee and approved by the Board. The program is designed to ensure risks (strategic, operational, legal, reputational and financial) are identified, assessed, addressed and monitored to enable the Company to achieve its business objectives. A full copy of the Company’s Risk Management Policy is available on the Company’s website at www.jatoil.net.

7.5.11 Departure from ASX Corporate Governance Principles and Recommendations The following table briefly addresses the areas where the Company has departed from the ASX Principles. Where the Company’s Corporate Governance practices do not correlate with the ASX Principles, the Company is working towards compliance; however, it does not consider that all practices are appropriate for the Company owing to the size and scale of the Company’s operations. The Board is of the view that, with the exception of the departures from the ASX Principles as set out below, it otherwise complies with all of the ASX Principles.

ASX CORPORATE GOVERNANCE PRINCIPLES AND RECOMMENDATIONS Principle 1—Lay solid foundations for management and oversight Recommendation 1.2—Companies The Board has not established a separate nomination committee. In the absence of a should disclose the process for formally constituted nomination committee, the full Board is responsible for the proper evaluating the performance of senior oversight of the Bo ard, the Directors and senior management. The Board considers that executives. given its size, no efficiencies or other benefits would be gained by establishing a separate committee. Recommendation 2.4—The board The Board’s view is that the Company is not currently of the size to justify the formation should establish a nomination of a separate nomination committee. The Board currently performs the functions of a

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 59 PROSPECTUS

committee. nomination committee and where necessary will seek the advice of external advisors in relation to this role. The Board shall, upon the Company reaching the requisite corporate and commercial maturity, approve the constitution of a nomination committee to assist the Board in relation to the appointment of Directors and senior management.

Principle 4—Safeguard integrity in financial reporting Recommendation 4.2—The audit Given the size and composition of the current Board of the Company, the constitution committee should be structured so of the Company’s Audit and Risk Management Committee does not comply with the that it: requirement to consist only of non-executive Directors as contained in consists only of non-executive Recommendation 4.2. Directors Although the Company does not presently comply with this Recommendation 4.2 , the consists of a majority of Company may consider appointing further non-executive Directors in the future, at independent Directors which time it may reconsider the composition of the Audit and Risk Management is chaired by an independent chair, Committee. The Company believes that given the size and scale of its operations, non- who is not chair of the board, and compliance by the Company with this Recommendation 4.2 will not be detrimental to the Company. has at least three members.

Principle 8—Remunerate fairly and responsibly A guideline associated with Ross Kestel and Tom Hancock have each been issued Director Options. Recommendation 8 recommends that The Board considers that the issue of Director Options to the abovementioned non- non-executive Directors should not executive Directors is appropriate and is unlikely to adversely affect their independence. receive Options. The issue of Director Options enables the Company to provide adequate remuneration to attract and retain experienced Directors, such as the abovementioned non-executive Directors, without drawing on additional cash reserves of the Company. Details of the Director Options issued to each of the abovementioned non-executive Directors are set out in Section 13.1. Recommendation 8.2—Companies The Board, in the absence of a formally constituted remuneration committee, is should clearly distinguish the responsible for reviewing the remuneration policies and practices of the Company in structure of non-executive Director’s respect of executive and non-executive remuneration packages and incentives. remuneration from that of executive Directors and senior executives.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 60 PROSPECTUS

8 Independent Geologist’s Report

AL MAYNARD & ASSOCIATES Pty Limited Consulting Geologists www.geological.com.au ABN 75 120 492 435

9/280 Hay Street Tel: (+618) 9388 1000 Mob: 04 0304 9449 SUBIACO WA 6008 Fax: (+618) 9388 1768 [email protected] Australia Australian & International Exploration & Evaluation of Mineral Properties

INDEPENDENT GEOLOGIST ’S REPORT ON BLACKROCK PROJECTS IN INDONESIA

PREPARED FOR :

JATOIL LIMITED

Authors: Brian J Varndell BSc (Spec Hons Geol) FAusIMM Allen J Maynard BAppSc (Geol) MAIG MAusIMM Company: Al Maynard & Associates Pty Limited Date: 3 March 2011

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 61 PROSPECTUS

Executive summary This report has been prepared by Al Maynard & Associates ( AM&A ) at the request of the Directors of Jatoil Limited ( Jatoil ) to provide an opinion of the current potential of the Indonesian coal projects ( Projects ) of Blackrock Resources Pty Limited.

Figure 8.1. Project locations, Kalimantan, Indonesia.

This report concludes that an Exploration Target of some 40.4 Mt, ranging between 37.0 and 43.8 Mt, can be ascribed to the combined projects (Table 8.1). The range of coal energy specifications from each project are within specifications for the thermal coal market. The Exploration Target is conceptual in nature and there has

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 62 PROSPECTUS

been insufficient exploration to define a mineral resource under JORC guidelines; it is uncertain whether further exploration will result in the determination of a mineral resource. This conceptual target may or may not be outlined with future work, either in whole or in part.

Table 8.1. Summary of exploration targets for each project.

Coal energy Project Exploration target specification low high mean (mean) (Mt) (Mt) (Mt) (kcal/kg) Katingan 36.5 43.1 39.8 5,718 Atan Bara 0.5 0.7 0.6 6,150 Total 37.0 43.8 40.4

The Katingan Project is situated northwest of the city of Palangkaraya in Central Kalimantan. A total of 58 coal outcrops have been studied and included in the dataset for the conceptual geological model. The Exploration Target estimate is from 36.52 to 43.07 Mt for the tenement. From the programs of work, two major sets of data have been prepared for coal quality indications. The key outcomes from the analysis are a mean coal quality within the range of 5,400–6,035 kcal/kg, with corresponding moisture of 12–16% (adb) as composite comparison. All other parameters are within specification for a thermal coal product. The Atan Bara Project comprises two conjoined tenements, near Samarinda in East Kalimantan. The location lends itself to a quick start-up operation. The assigned Exploration Target is 0.5–0.7 Mt, with a corresponding moisture of greater than 25% (arb). The Exploration Target is conceptual in nature and there has been insufficient exploration to define a mineral resource under JORC guidelines. It is uncertain whether further exploration will result in the determination of a mineral resource. This conceptual target may or may not be outlined with future work, either in whole or in part. The moisture parameters are elevated for the thermal market and specific operational controls may be required during the mining process. Given the embryonic stage of exploration it is required that specific technical studies be undertaken to determine the moisture characteristics of the coal product to determine its exact parameters. A combined exploration budget of A$2.4–2.9 million over two years is proposed, with activity in Year 2 dependent on Year 1 results as per the following table.

Table 8.2: Exploration, development and infrastructure budget for 2 years

Maximum subscription A$2.0 million Year 1 Year 2 ($) ($) Atan Bara 979,000 – Katingan 805,000 1,110,000 Total 1,784,000 1,110,000

Minimum subscription A$1.0 million Year 1 Year 2 ($) ($) Atan Bara 979,000 – Katingan 805,000 575,000 1 Total 1,784,000 575,000

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Note 1 Under the minimum subscription scenario, the Company proposes to defer some roadwork construction at Katingan, reducing the Year 2 budget for that project by $535,000.

It is considered that the Company has a reasonable proposed exploration budget over two years consistent with its stated objectives and that this program is warranted and justified on the basis of the historical exploration activity and demonstrated potential for discovery of coal resources.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 64 PROSPECTUS

3 March 2011

The Directors Jatoil Limited Suite 6.08 55 Miller St PYRMONT NSW 2009

Dear Sirs,

8.1 Introduction This report has been prepared by AM&A at the request of Jatoil Limited ( Jatoil ) to provide an independent appraisal of the coal resource potential of the various coal projects of Blackrock Resources Pty Limited located in Indonesia.

8.2 Scope and limitations This independent report and its accompanying geological description have been prepared at the request of the Directors of Jatoil to provide the authors’ opinion of the current potential of the given projects. This report has been prepared in accordance with the requirements of the Valmin Code (1999, 2005) as adopted by the Australian Institute of Geoscientists (AIG) and the Australasian Institute of Mining and Metallurgy (AusIMM). This report is valid as of 3 March 2011, which was the date of the final review of the information provided. The estimated potential can be expected to change over time having regard to political, economic, market and legal factors. The potential can also vary owing to the success or otherwise of any detailed mineral exploration that is conducted either on the properties concerned or by other explorers on prospects in the near environs. The report could also be affected by the consideration of other exploration data, not in the public domain, affecting the properties that have not been made available to the authors. To form an opinion as to the mineralisation potential of any exploration property, it is necessary to make assumptions as to certain future events, which might include economic and political factors and the likely exploration success. The authors have taken all reasonable care in formulating these assumptions to ensure that they are appropriate to the case. These assumptions are based on the authors’ technical training and experience in the mining industry. The opinions expressed represent the authors’ fair professional opinion at the time of this report. These opinions are not, however, forecasts as it is never possible to predict accurately the many variable factors that need to be considered in forming an opinion as to the potential of any mineral property. The readers should therefore form their own opinion as to the reasonableness of the assumptions made and the consequent likelihood of the estimated potential being achieved. The information presented in this report is based on technical reports provided by Jatoil, supplemented by independent inquiries. At the authors’ request, relevant technical reports and agreements were readily made available. Jatoil has confirmed in writing that all technical data known to be in the public domain is available to the authors. In accordance with the JORC Code, the authors have prepared a Table of Exploration Potential as presented in Table 8.1. Recent field visits were made to all the project areas (by B. Varndell) so that the author could become familiar with the surface geology of the districts. Regarding the projects, it is considered that sufficient geotechnical data have been provided from the reports covering the previous exploration of the areas to enable

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 65 PROSPECTUS

an understanding of the geology. This, coupled with knowledge of the areas, provides sufficient information to form an opinion as to the current potential of the mineral assets. Jatoil will be invoiced and expected to pay a fee for the preparation of this report. This fee comprises a normal, commercial daily rate plus expenses. Payment is not contingent on the results of this report nor the success of any subsequent public fundraising. Except for these fees, neither the authors nor their families or associates have any interest in the properties reported on or in Jatoil.

8.2.1 Statement of competence This report has been prepared by Allen J. Maynard BAppSc (Geol) MAusIMM MAIG, a geologist with 30 years in the industry and 25 years in mineral asset valuation. The writer holds the appropriate qualifications, experience and independence to qualify as an Independent Expert under the definitions of the Valmin Code.

8.3 Background information There are two project areas included in the assessment, both in Kalimantan (Figure 8.2). The Katingan Project is located in Central Kalimantan and the Atan Bara Project in East Kalimantan. Earliest reports of coal exploitation in Kalimantan date back to 1846, when the Netherlands Indies Government undertook limited production at Riam, South Kalimantan. There has been significant growth in coal production over the last 30 years, and Kalimantan currently stands as the predominant region of production in Indonesia. The six largest coal mining companies are all supported from operations in Kalimantan and together account for a majority of national production, as shown in Table 8.3.

Table 8.3. Indonesia’s top six coal producers for 2009.

Proportion of tot al 2009 Company Location of operations 2009 production Indonesian production (kt) (%) PT Adaro Energy Tbk South Kalimantan 41,153 16.0 PT Kaltim Prima Coal East Kalimantan 38,400 14.9 PT Kideco Jaya Agung East Kalimantan 24,692 9.6 PT Arutim Indonesia South Kalimantan 19,298 7.5 PT Berau Coal East Kalimantan 14,337 5.6 PT Indominco Mandiri East Kalimantan 12,396 4.8 Others – 107,465 41.7 Total 257,741 100.0

Geologically, Kalimantan coals can be broadly classified into one of two types—Eocene or Miocene. The older Tertiary Eocene coals are characterised by higher ash contents (8–18%) and variable sulphur contents. They are relatively hard (<42 HGI), with low inherent moisture (3.5–7%) and relatively high calorific values of the order of 6,300–6,800 kcal/kg. Generally, one seam development occurs with several splits and may be up to 8 m thick. Key examples are from Arutmin (PT Bumi Resources) and PT Kendilo. The younger Miocene-age coals are generally lower ranked, and characterised by multiple seams of variable thicknesses and often steep dips. Characteristically, these coals are low in ash and low in sulphur. Inherent moisture percentage may reach the mid 40s and calorific values vary from 6000 kcal/kg or less. A prime example of this deposit type is the PT Adaro Energy ‘Envirocoal’ mined from an initial seam of greater than 30 m thickness with 1.0% ash and 0.1% sulphur. Other examples include the mines of PT Kaltim Prima Coal (PT Bumi Resources), PT Kideco Jaya Agung, PT Multi Harapan Utama and PT Berau Coal.

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Figure 8.2. Project location map.

The climate of Kalimantan is tropical with distinct wet ‘monsoonal’ and dry seasons. The dry season nominally extends between May and September, with October traditionally being the wettest month of the year as the monsoon breaks in the area. The average rainfall in the area is more than 3500 mm/year and the temperature ranges between 22 and 34°C on average. Evaporation is approximately 1300 mm/year.

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8.4 Title

Table 8.4. Indonesian tenement details.

Project Holder KP / IUP reference Area Status Expires (ha) Katingan PT Coal Soil Brik 540/122/KPTS/IV/2010 5000 Exploration 24/4/2014 545/15-IUP- 200.1 Exploration 8/12/2011 Atan Bara PT Atan Bara Sejahtera EKS/EKONOMI/XII/2009

On 12 January 2009, Indonesia’s new Law 4/2009 on Mineral and Coal Mining came into effect, replacing its 1967 predecessor. Under the previous Indonesian national law, the mid-tier companies involved in the activities of mineral exploration, development and production were primarily regulated by the Kuasa Pertambangan ( KP ). A KP is issued as dependent on a specific activity, with separate permits granted for each of the five stages of operation, as follows: general survey; exploration; exploitation (mining); processing and refining; and transport and sale. The New Mining Law, which is under implementation, provides that KP authorisations will be collapsed into a single form of mining right, known as a Ijin Usaha Pertambangan ( IUP ) within a set timeframe. The IUP licence is a legally binding agreement that appoints the investor (foreigner/national) as exclusive contractor for a specified area. The first issue is the Exploration IUP, which authorises activities from exploration through to mining feasibility. With the grant of the first permit, the company has the automatic right to the second permit issue, which allows for commercial mining and production. This second permit or Production IUP is valid for 20 years with two 10-year extensions.

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8.5 Katingan Project

8.5.1 Introduction The Katingan Project comprises a single tenement held under the entity of PT Coal Soil Brik. There have been numerous surveys conducted to the level of semi-detailed mapping. From the studies to date, several outcrops have been identified and mapped for inclusion into the resource model. Some significant seams of greater than 6 m true thickness have been recorded. A total of 15 samples have been taken from surface outcrops and analysed to industry standards for proximate coal specifications. Early in 2009, CV Sinar Peridotindo Utama ( SPU ) was appointed by PT Coal Soil Brik to undertake a scoping drilling program. The objectives of the program were to core sample the coal seams and provide data on the geometry of the coal structures in the immediate area. In total eight holes, including two partially-cored holes, were completed for 305 m of drilling.

8.5.2 Locality and access The concession area is located 160 km northwest of the city of Palangkaraya, in Central Kalimantan (Figure 8.3). The tenement is in the Katingan Hulu District, near the towns of Tumbang Samba on the south bank of the Katingan River, Sambaliung and Kelay, close to the township of Merasak. The centre of the Tumbang Manggu (Katingan) concession area is located at approximately 112°52’30”E and 01°14’05”S.

Figure 8.3. General location map—Katingan Project.

The road from Palangkaraya to the Tumbang Samba turnoff is 114 km of sealed road via Kasongan, traversed in 2 hours. The 70 km of road north varies from poor quality potholed bitumen to poor condition gravel, which can

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be covered in 2 hours. Tumbang Samba to the southern parking site at Tumbang Manggu is via 61 km of local logging roads and local ferries to cross rivers, with the 61 km traversed in 2.5 hours. Access for mapping and drilling throughout the concession area is then via old logging roads, tracks or by foot. The area is secondary forest with some logging activities. The terrain is gently undulating with flat low- lying ridges rising to an elevation of 150 m amsl, 110 m above the surrounding main river levels measured at approximately 40 m amsl. Drainage patterns are dendritic with many creeks draining in various directions towards the main rivers that flow into the major Kasongan River. There are no villages or facilities in the concession area, with Tumbang Samba the local support base.

8.5.3 Regional geology The concession area lies on the north-western section of the Barito Basin, which is an extensive Tertiary basin occurring throughout a large part of central-southern Borneo. The Barito Basin is located along the south-eastern edge of continental crust in the Sunda Shield. It is separated from the Asam-Asam and Paser sub-basins to the east by the uplifted Meratus Range. To the north, it is separated from the Kutai Basin by the Adang flexure / Barito Cross High. Within the internal framework of the basin, the Barito Basin contains the northeast-oriented Barito Foredeep, which is flanked to the west by the Barito Platform and to the east by the Meratus Range. The Barito Basin commenced its development in the Late Cretaceous, following a micro-continental collision between the Paternoster and Southwest Borneo micro-continents. Early Tertiary extensional deformation occurred as a tectonic consequence of that oblique convergence. This produced a series of northwest–southeast trending rifts. These rifts became accommodation space for alluvial fan and lacustrine sediments of the Lower Tanjung Formation, derived from horst areas. In the earliest Middle Eocene, as a result of a marine transgression, the rift sediments became more fluvio-deltaic and eventually marine, as transgression proceeded during the deposition of the Middle Tanjung Formation. The marine transgression subsequently submerged the rifts in late Eocene–earliest Oligocene time, resulting in the deposition of widespread marine shales of the Upper Tanjung Formation. After a short-lived marine regression in the Middle Oligocene, the development of a sag basin caused renewed marine transgression. The Late Oligocene is characterised by the deposition of platform carbonates of the Berai Formation. Carbonate deposition continued into the Early Miocene, when it was terminated by increasing clastic input from the west. During the Miocene the sea regressed, owing to the uplift of the Schwaner Core and the Meratus Mountains. Clastic input resulted in deposition of the eastwards-prograding deltaic sediments of the Warukin Formation. In the Late Miocene the Meratus Mountains re-emerged, followed by the isostatic subsidence of the basin, which was situated in a foreland position in relation to the rising mountains. Sediments shed from this uplift were deposited in the subsiding basin, resulting in deposition of thousands of metres of the Warukin Formation. The uplift of the Meratus Mountains continued into the Pleistocene and resulted in deposition of the molassic deltaic sediments of the Pliocene Dahor Formation. This structural and depositional regime still exists today.

8.5.4 Local geology The coal is intercalated within the Dahor formation (Figure 8.4); composed of fine- to coarse-grained sandstone, of a bluish grey colour cross-bedded with conglomerates of metamorphic and granitic clasts, with some intercalations of limonitic layers. Coal beds have been previously identified, at 0.3–3.0 m in thickness, hosted in the coarse sandstone layers. The Dahor rock units appear to lack fossils, excluding indeterminable mollusc fragments in the coal layers. The formation has been designated as Middle Pliocene–Pleistocene in age. Structurally, the thickness is estimated to be 300 m in total and may thicken in the eastern direction. The Dahor Formation overlies the Sepauk Tonalite Formation, which comprises granitic rocks with equigranular texture, made up of diorite, monzonite, tonalite and granodiorite. Intrusive contacts between the granitic plutonic rocks and the older effusive rocks are found around Buntut Nusa, upstream of Mentaya River.

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Pyritisation is observable in many places. Quartz veins that range from a few millimetres to several centimetres are closely related to base metal occurrences in this area. Based on fission track dating, an Upper Cretaceous age is ascribed to the granitic rocks. Quaternary and recent sediments are restricted to close proximity with the banks of the major watercourses. The basal sedimentary unit in the area is limestone, described as a fine grained hard grey-white bioclastic rock, with bioherms and bioturbation noted with fossils of red algae, foraminifera and gastropoda. Field observations confirmed that the main competent rock unit was sandstone. The prevalence of the sandstone increased in the southern sections of the tenement. The unit was noted to be composed of fine sands, well sorted with parallel laminations.

Figure 8.4. Geology map—Katingan Project.

8.5.5 Coal geology A total of 58 coal outcrops have been studied and included in the dataset for the conceptual geological model. Of these 58 outcrops, 14 did not have a confirmed measurement of dip, strike or thickness owing to difficulties of measurement in the field. The data were collated using MapInfo, with interpretations based on outcrop data, structural counters and general topography. As shown in Figure 8.6, a total of 16 seams were identified within the model. The individual seams ranged in a thickness from >6.0 to 0.1 m, with dips ranging from 3 to 29° in various directions. Distribution of coal seams is geologically influenced by three primary factors: regional NNW to NNE structural fabric; in the study area represented by a NNW dextral strike-slip fault and a NNE synclinal structure;

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secondary structures consisting of NW strike-slip faults, conjugate NE and NW trending anticline and syncline structures; and seam splitting. Probable reactivation of regional faults means that secondary fold structures are warped in the direction of relevant strike-slip movements.

Figure 8.5. Coal outcrop waterfall in a creek line.

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Figure 8.6 (a). Outcrop and seam interpretation map—Katingan Project Block 1.

Figure 8.6 (b). Outcrop and seam interpretation map—Katingan Project Block 2.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 73 PROSPECTUS

Figure 8.6 (c). Outcrop and seam interpretation map—Katingan Project Block 3.

From the programs of work, two major sets of data have been prepared for coal quality indications. For the sample analyses received to date, the main coal parameters have been presented in Tables 8.5 and 8.6. No attempt has been made to define individual seam correlations and some parameters may be seam specific, which may skew the statistics.

Figure 8.7. Katingan Zone B south seam at greater than 6.0 m.

Table 8.5. Outcrop and surface sampling coal analyses—Katingan Project.

Inherent Calorific Ash Total Volatile Fixed Moisture (ar) Report reference Date moisture value content sulphur matter carbon %(arb) % (adb) kcal/kg (adb) % (adb) % (adb) % (adb) % (adb) 00115/GAEDAC 9/01/2009 35.1 12.5 5,846 2.5 0.28 42.1 42.9 00116/GAEDAC 9/01/2009 33.6 12.7 5,792 2.4 0.23 42.6 42.3 00120/GAEDAC 9/01/2009 37.6 15.3 5,723 1.4 0.16 40.5 42.8 00119/GAEDAC 9/01/2009 34.8 12.3 5,608 6.3 0.19 41.5 39.9 00118/GAEDAC 9/01/2009 35.5 12.7 5,630 5.0 0.22 40.1 42.2 0017/GAEDAC 9/01/2009 32.8 13.0 5,400 7.9 0.27 39.5 39.6 07647/GAEDAB 9/01/2009 26.9 12.1 6,016 4.0 0.26 41.8 42.1 07646/GAEDAB 5/10/2008 37.2 15.2 5,519 2.1 0.23 40.5 42.2 07645/GAEDAB 5/10/2008 38.2 12.8 5,794 3.2 0.22 43.3 40.7 06848/GAEDAB 4/09/2009 21.0 13.7 6,035 2.1 0.25 42.9 41.3 07644/GAEDAB 5/10/2008 36.6 13.3 5,885 1.8 0.24 43.4 41.5 07643/GAEDAB 5/10/2008 35.6 12.3 6,007 1.8 0.24 43.6 42.3 Method (ASTM) D3302-05 D3173-03 D5865-04 D3174-04 D4239-05 D3175-02 D3172-03

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The first set is from outcrop sampling undertaken during field survey activities. Given the broad area of survey, it is considered that multiple seams would be included within this program. The samples were taken directly from outcrops via chip sampling, with no sample treatment. The storage of the samples was in non-pervious plastic bags, with samples transported directly to the mineral laboratory. The laboratory used was Sucofindo Banjarmasin. The data are presented in Table 8.5. The second program of work was undertaken with cores as retrieved from the drilling program. The core was sampled via a triple tube and directly wrapped with impervious plastic cling wrap, placed in core trays and transported directly to the mineral laboratory. The laboratory used was PT Geoservices, Balikpapan.

Table 8.6. Core sampling coal analyses—Katingan Project.

Report Moisture Inherent Calorific Ash Total Volatile Fixed reference Sample (ar) moisture value content sulphur matter carbon %(arb) % (adb) kcal/kg (adb) % (adb) % (adb) % (adb) % (adb) KT.1904/09 DH-02 0-0.7 31.19 13.82 5,734 3.18 0.26 40.44 42.56 KT.1905/09 DH03 0-1 28.86 14.00 5,457 5.50 0.23 38.68 41.82 KT.1906/09 DH03 1-2 27.95 15.52 5,584 2.57 0.18 39.60 42.31 KT.1907/09 DH03 2-3 28.28 14.30 5,612 4.00 0.22 39.87 41.83 KT.1908/09 DH06 0-1 27.64 13.82 5,488 7.44 0.20 40.28 38.46 Method (ASTM) D3302-05 D3173-03 D5865-04 D3174-04 D4239-05 D3175-02 D3172-03

The calorific values derived from all samples (Tables 8.5 and 8.6) range between 5,400 and 6,035 (arithmetic mean 5,718) kcal/kg (adb), with corresponding moisture of 12–16%, which is within specification for a thermal coal product. Additional work was undertaken to determine moisture interactions and retention from samples retrieved from the drilling program. In conducting the work, the ISO-11722:1999 method was applied. Results showed equilibrium moisture in the range of 22–28% (adb). Given the early, initial stages of exploration, it is obvious specific technical studies must be undertaken to determine the moisture characteristics of the coal product and determine its exact parameters. Data treatment of the coal analytical results reveals a consistent quality, with the standard deviation of the sample sets within 5% of the mean calorific value on a dry ash-free basis. This is consistent with the resulting values of the fixed carbon content. The additional parameters of ash content and sulphur are within specification for a thermal grade coal. The exact interaction is unclear at this stage, with some association of parting impacting gross calorific values in some cases; additionally, analysis of a single parting resulted in gross calorific values relative to the coal. It is apparent that this is due to retention of resins from the coal seam. Further work is required to determine exact interactions; however, it is indicated that the ash content is not seen to compromise the coal quality beyond market limitations. Total sulphur reports are notably low, with no determinations greater than 0.3% (adb). In summary, the key outcomes from the analysis are a mean coal quality within the range of 5,400– 6,035 kcal/kg, with corresponding moisture of 12–16% (adb) as composite comparison. All other parameters are within specification for a thermal coal product.

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Figure 8.8. Katingan outcrop seam, measured at greater than 6.0 m.

8.5.6 Exploration Target potential Key assumptions applied in the estimation are as follows: The strike length is determined with consideration to continuity as given from the presence of outcrop and topographical aspects. The strip ratios are 1:8.4 (coal:waste) (low) and 1:10 (coal:waste) (high) for the range of the estimation, which are well within technical limitations for the given location. The minimal mining true thickness is 1.0 m. The dip has been extrapolated along strike from measured values. A bulk density of 1.3 t/m 3 has been applied for the coal in-situ. The Exploration Target estimate is from 36.52 to 43.07 Mt for the tenement. The Exploration Target is conceptual in nature. There has been insufficient exploration to define a mineral resource under JORC guidelines and it is uncertain whether further exploration will result in the determination of a mineral. This conceptual target may or may not be outlined with future work, either in whole or in part.

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Table 8.7. Katingan Project, Exploration Target estimate.

True Exploration Exploration Seam No. Ref Outcrop Strike thickness Dip target (low) target (high) (m) (m) (°) (Mt) (Mt)

A 1 CSB 24 2,314 6.0 3 16,388.6 18,951.7 A 2 CSB 25 1,493 0.6 7 A 3 CSB 26 1,792 0.3 9 A 4 CSB 17 1,664 3.5 7 2,021.5 2,483.4 B CSB 13 & 14 1,370 3.5 4 2,904.8 3,571.8 C CSB 12 703 0.1 3 D 1 CSB 16 650 3.0 6 788.9 969.0 D 2 CSB 15 112 2.2 5 199.2 146.6 E CSB 44 & 45 1,357 1.8 7 824.3 950.9 F 1 CSB 53 & 21 2,398 2.1 5 2,441.9 3,004.9 F 2 CSB 40 843 2.3 7 673.0 826.7 G 1 CSB 39 2,314 1.6 8 953.0 1,039.6 G 2 CSB 43 519 1.8 7 315.0 387.0 G 3 CSB 42 740 1.5 10 220.0 241.3 H 1 CSB 41 2,706 1.3 7 1,033.5 1,125.0 H 2 CSB 56-58 1,437 1.3 8 491.9 536.7 H 3 CSB 31 & 32 1,608 3.7 7 2,037.2 2,505.6 H 4 CSB 37 & 38 984 2.3 7 768.3 943.9 I 1 CSB 46 1,948 2.5 7 1,690.4 2,076.6 I 2 CSB 23 1,252 1.5 15 258.8 283.2 J 1 CSB 51 1,712 1.2 9 470.0 512.8 J 2 CSB 01 797 0.8 5 K 1 CSB 07 1,231 2.2 12 549.2 676.0 K 2 CSB 29 880 0.5 9 K 3 CSB 04 194 0.5 10 K 4 CSB 02 168 0.6 10 K 5 CSB 03 134 0.2 11 K 6 CSB 09 1,025 0.3 43 L 1 CSB 28 1,700 0.3 6 L 2 CSB 05 1,537 0.6 14 L 3 CSB 06 528 0.2 13 L 4 CSB 27 679 0.5 3 M CSB 10 263 2.9 11 168.7 208.5 N CSB 22 453 3.0 7 471.7 579.5 O CSB 49 706 2.0 4 855.0 1,051.4 P CSB 47 546 0.4 3 Total 36,524.9 43,072.1

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8.6 Atan Bara Project The Atan Bara Project is located in the North Panajam Pasir regency of East Kalimantan, about two hours’ drive along sealed roads from Balikpapan. The concession is subject to an exploration IUP covering 200.1 ha. Based on regional geology, the concession is located in the Balikpapan and Pulaubalang Formations, which are well known coal-bearing sequences. The Pulaubalang Formation consists of alternating greywacke and quartz sandstone with intercalations of limestone, claystone, coal and dacitic tuff. The Balikpapan Formation consists of sandstone and clay intercalation with silt shale, limestone and coal. The quartz sandstone contains a coal layer 5–10 cm thick. Based on two programs of mapping, several outcrops of coal were located in the Koperasi area on the southwest side of Atan. In an operating coal pit the strike and dip of the coal seam can be clearly seen and has been used to model the continuation of coal in the Atan block. The coal seam in the Atan concession is a continuation of the coal discovered in Koperasi Buluminung, which is located to the southwest as well as the coal seam in Koperasi Serimpun to the southeast. Based on the correlation of the coal outcrops discovered within the concession and in close vicinity of the adjacent concessions, there are four interpreted coal seams with thicknesses as follows: Seam 1: 0.80 m (at south narrow section, adjacent with Serimpun) Seam 2: 1.20 m Seam 3: 0.80 m Seam 4: 1.10 m A Exploration Target estimate of the coal based on these four seams is presented in Table 8.8.

Table 8.8. Coal Exploration Target estimate for the Atan Bara Project.

Tonnes Seam Strike Downdip Thickness Bulk density (kt) Low High (m) (m) (m) (t/m 3) Seam 1 730 170 0.8 1.3 116 129 Seam 2 790 165 1.2 1.3 183 203 Seam 3 800 150 0.8 1.3 112 125 Seam 4 125 150 1.1 1.3 24 27 Total 436 484

The potential Exploration Target coal tonnage range is conceptual in nature and insufficient work has been completed to report a Mineral Resource in accordance with the JORC Code (2004). Eight boreholes (DH-01–DH-08) were completed during the initial phase of drilling from 6 to 13 November 2010 using a Power Rig drill. The depth drilled varied from 9 to 30 m. Owing to the presence of hard sandstone and limestone, the majority of boreholes were finished at shallow depths (9–11 m). The drilling program was continued using a more powerful Jacro drill (Table 8.9).

Table 8.9. Summary of drilling phase 2 using a Jacro drill.

Drill hole ID Easting/Longitude Northing/Latitude Elevation Depth Coal intersect Thickness Remarks (m) (m) from (m) to (m) (m) DH-09 9863673 UTM 458905 UTM 36 40.00 22.30 23.10 0.80 Finished hole DH-10 9863762 UTM 458961 UTM 38 45.00 9.80 11.00 1.20 Finished hole DH-13 116°37’57.5” –1°14’41.4” 40 30.00 15.0 15.80 0.80 Finished hole DA-06 9864245 UTM 459595 UTM 36 48.50 21.45 22.10 0.65 Finished hole

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It is planned to redrill DH-01 or DH-08. Drillholes DH-09 and DH-13 are proposed index holes to establish the continuation of the two main coal seams (1.30 m). The depth of drilling is 50 m. The second phase of drilling commenced on 25 November 2010 and was completed on 30 November 2010. A total of 232 m of drilling was completed. During the second phase of drilling, geological mapping of an area to the northeast revealed two additional outcrops of coal. Bituminous coal seams occur in the northeast–southwest region of the property with six seams (A–F) mapped over semi-continuous and restricted strike intervals. Block I consists of three coal seams (A, B and C), with thicknesses ranging from 0.6 to 1.2 m, striking 030–045°, with shallow southeast dips of 15–20°. Semi- continuous coal exposures, individually up to 10 m in length, are observed along the 1 km strike extent within the property boundaries. Block II comprises three coal seams (D, E and F), with thicknesses of 0.90–1.45 m, striking 040–055°, with shallow southeast dips of 20–26°. A reasonable estimate of the Exploration Target resource potential within the property is 500,000 t (–50 m RL) to 680,000 t (–75 m RL), with a coal quality range of 5,900–6,400 kcal/kg. The potential Exploration Target coal tonnage range is conceptual in nature and insufficient work has been completed to report a Mineral Resource in accordance with the JORC Code (2004). It is uncertain if further exploration work will result in the determination of a Mineral Resource. Further surface prospecting, together with shallow scout drilling along the strike of coal Seams D–F, may increase the Exploration Target resource by 20–25%. Thick outcropping Balikpapan Formation coal seams (>1.4m) in the southwest corner of the adjoining Koperasi Buluminung property are considered higher priority acquisition targets. Surface exposures of coal seams have been found in the northwest and eastern portions of the property. The estimated exploration target for the project is 500–680 kt of coal. Samples indicate calorific values of 5,900– 6,400 kcal/kg (adb). A summary analysis of coal samples from the Atan Bara Project is presented in Table 8.10.

Table 8.10. Summary analysis of coal samples from the Atan Bara Project.

Coal quality parameters Units Quality range Calorific value kcal/kg (adb) 5,900–6,400 Calorific value kcal/kg (arb) 4,900–5,580 Total moisture % (adb) 22–27 Inherent moisture % (adb) 10–15 Ash content % (adb) 1.18–5 Sulphur % (adb) 0.65–1.3 Volatile matter % (adb) 38–42

The project offers excellent logistics. The project is situated 6 km from the nearest coal-loading facility on Balikpapan Bay, with an established haulage road and a stockpile jetty capable of handling 100 m barges. However, some repairs of the haulage road and jetty are required. Owing to limited surface geology data, the property requires scout drilling to establish estimates of coal quantity and quality parameters.

8.7 Competent Person’s statement The information in this report and in this Prospectus which relates to Exploration Results, Mineral Resources or Ore Reserves, is based on information compiled by Mr Allen J Maynard, who is a member of the Australian Institute Geosciences and a corporate member of the Australasian Institute of Mining and Metallurgy. Allen Maynard is the principal of Al Maynard & Associates Pty Limited (ACN 102 492 435) and has over 30 years of exploration and mining experience in a variety of mineral deposit styles. Mr Maynard has sufficient experience which is relevant to the style of

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 79 PROSPECTUS

mineralisation and type of deposit under consideration and to the activity that he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves . Al Maynard & Associates Pty Limited consents to the inclusion in this Prospectus of the matters based on their information in the form and context in which it appears. Al Maynard & Associates Pty Limited has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

8.8 Exploration budget A combined exploration budget of A$2.4–2.9 million over two years is proposed, with activity in Year 2 dependent on Year 1 results as per the following table.

Table 8.11: Exploration, development and infrastructure budget for two years

Maximum subscription A$2.0 million Year 1 Year 2 ($) ($) Atan Bara 979,000 – Katingan 805,000 1,110,000 Total 1,784,000 1,110,000

Minimum subscription A$1.0 million Year 1 Year 2 ($) ($) Atan Bara 979,000 – Katingan 805,000 575,000 1 Total 1,784,000 575,000

Note 1 Under the minimum subscription scenario, the Company proposes to defer some roadwork construction at Katingan, reducing the Year 2 budget for that project by $535,000.

8.9 References Darman, H. & Sidi, H. (Eds.), 2000, An Outline of the Geology of Indonesia , Indonesian Geologists Association publication. Encarta Map Resource: uk.encarta.msn.com/encnet/features/mapcenter/map.aspx . Fitch Ratings, Indonesian Coal Sector: Outlook 2009 , 9/1/2009. 20090625_BCG_GroupProfile , Internal Report. van Bemmelen, R.W. (1949), The Geology of Indonesia , The Hague: Govt. Printing Office, 1949, 2 volumes.

8.10 Glossary of technical terms and abbreviations alluvial —transported and deposited by water. amsl —above mean sea level. anticline —upward arching fold or rock strata (antonym = syncline). axis —hinge-line of a fold.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 80 PROSPECTUS

basalt —a fine-grained volcanic rock composed primarily of plagioclase feldspar and mafic minerals. BCM —bank cubic metre. bedding —a rock surface parallel to the surface of deposition. clastic —composed of fragments of pre-existing rock. cm —centimetre. dip —the angle at which a rock layer, fault of any other planar structure is inclined from the horizontal. dyke —a tabular intrusive body of igneous rock that cuts across bedding at a high angle. Eocene —a major division of the geologic timescale extending from about 55.8 to 33.9 million years before the present. fault —a fracture in rocks on which there has been movement on one of the sides relative to the other, parallel to the fracture. fluvial —formed by processes associated with rivers and streams. fold —a bend in the rock strata or planar structure. g—gram. gabbro —a coarse-grained rock consisting of plagioclase and mafic minerals. graben —a depressed block of land bordered by parallel faults. ha —hectare HGI —Hardgrove Grindability Index. horst —the raised fault block bounded by normal faults or graben. igneous —formed by solidification from a molten or partly molten state. Inferred Resource —a resource inferred from geoscientific evidence, drill holes, underground openings or other sampling procedures where lack of data is such that continuity cannot be predicted with confidence and where geoscientific data may not be known with a reasonable level of reliability. Indicated Resource —a resource sampled by drill holes, underground openings, or other sampling procedures at locations too widely spaced to ensure continuity and where geoscientific data are known with a reasonable level of reliability. JORC —Joint Ore Reserves Committee—Australasian Code for Reporting of Identified Resources and Ore Reserves. kcal —kilocalorie (=1000 calories = 4.184 kilojoules). kg —kilogram. km —kilometre. km 2—square kilometre. kt —kilotonne (=1000 tonnes). lacustrine —pertaining to lake waters. lamination —the finest bedding, often found in shales and fine grained sandstones. m—metre. m3—cubic metre.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 81 PROSPECTUS

mafic —a loosely used group name for silicate minerals that are rich in iron and magnesium, and for rocks in which these minerals are abundant. Measured Resource —a resource intersected by drill holes, underground openings or other sampling procedures at locations that are spaced closely enough to confirm continuity and where geoscientific data are reliably known. metamorphism —the mineralogical, structural and chemical changes induced within solid rocks through the actions of heat, pressure or the introduction of new chemicals. Rocks so altered are prefixed ‘meta’ as in ‘metabasalt’. Mineral Reserve —in-situ mineral occurrence that has had mining parameters applied to it, from which valuable or useful minerals may be recovered. Mineral Resource —a tonnage or volume of rock or mineralisation of economic interest. mineralisation —in economic geology, the introduction of valuable elements into a rock body. Miocene —a major division of the geologic timescale extending from about 23.03 to 5.33 million years before the present. mm —millimetre. Mt —million tonnes. Oligocene —a major division of the geologic timescale extending from about 33.9 to 23 million years before the present. ophiolite —a section of the Earth’s oceanic crust and the underlying upper mantle that has been uplifted or emplaced to be exposed within continental crustal rocks. ore —a mixture of minerals, host rock and waste material that is expected to be mineable at a profit. outcrop —the surface expression of a rock layer. Pleistocene —a major division of the geologic timescale extending from 2.588 million to 12,000 years before the present. Pliocene —a major division of the geologic timescale extending from 5.332 to 2.588 million years before the present. rift —a place where the Earth’s crust is being pulled apart. strike —the direction or bearing of the outcrop of an inclined bed or structure on a level surface. syncline —a fold where the rock strata dip inwards towards the axis (antonym: anticline). t—metric tonne (= 1000 kg). vein —a narrow intrusive mineral body.

Yours faithfully

Allen J. Maynard BAppSc(Geol) MAIG MAusIMM

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 82 PROSPECTUS

9 Solicitors’ report

2 March 2011 Our ref: 2010253 The Board of Directors Jatoil Limited Suite 8 Level 6 55 Miller Street Pyrmont NSW 2009 AUSTRALIA

Dear Sirs

LIMITED LEGAL DUE DILIGENCE REPORT REGARDING PT COAL SOIL BRIK & PT ATAN BARA SEJAHTERA This limited legal due diligence report ( Report ) with respect to PT Coal Soil Brik ( CSB ) and PT Atan Bara Sejahtera ( ABS ) has been prepared at the request of Jatoil Limited (ACN 122 826 242) ( Jatoil ).

9.1 Legal Background Traditionally, Indonesia has recognised three forms of mining right, being: (a) Contracts of Work ( Kontrak Karya ) ( COW ), which were granted to Indonesian companies with any amount of foreign shareholding ( Penanaman Modal Asing ) ( PMA ); (b) Coal Contracts of Work ( CCOW ), which were granted to both PMA Companies and 100% Indonesian- owned companies ( Penanaman Modal Dalam Negeri /Perseroan Terbatas Biasa ) ( General Indonesian Companies ); and (c) Mining Rights ( Kuasa Pertambangan ) ( KPs ), which were granted to General Indonesian Companies only. Law No.4/2009 re Mineral and Coal Mining ( New Mining Law ) became effective in January 2009. The New Mining Law aims to abolish the distinctions between COWs, CCOWs and KPs, to be replaced with a single form of permit known as a Mining Business Licence ( Ijin Usaha Pertambangan ) ( IUP ). Under the New Mining Law , all existing KPs were required to convert into the status of IUPs. IUPs are issued separately for two stages of mining operation, being: (a) exploration; and (b) production.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 83 PROSPECTUS

Under the New Mining Law and Implementing Regulations, a PMA Company is permitted to hold an IUP. In the event that a PMA Company holding an IUP is 100% foreign-owned, the shareholders are required to divest up to 20% of the shares to Indonesian interests within five years of the commencement of commercial production.

9.2 CSB Corporate Structure 9.2.1 CSB is a 100% General Indonesian Company duly incorporated under the laws of the Republic of Indonesia. 9.2.2 The current shareholdings in CSB are as follows:

Shareholder Shares Amount (IDR) % Mrs Ade Haryani Tamir ( Tamir ) 70 70,000,000 70 Mr Krisna Hadi Iskandar ( Iskandar ) 30 30,000,000 30 TOTAL 100 100,000,000 100

9.2.3 The current composition of the Board of Directors and Board of Commissioners of CSB are as follows:

Position Name Director Mrs Ade Haryani Tamir Commissioner Mr Krisna Hadi Iskandar

9.2.4 We have reviewed copies of the permits referred to in Attachment One and in Section 9.3 and confirm that CSB holds all material permits required to conduct its business of a mining concession holder, subject to our comments in Section 9.3 below.

9.3 CSB Mining Rights 9.3.1 CSB was originally granted (KP ) pursuant to the Decree of the Head of Katingan Regency No. 323 of 2008 concerning Approval of Exploration Mining Right dated 24 November 2008 ( CSB KP ). 9.3.2 The CSB KP was granted under the Indonesian mining regime prior to enactment of New Mining Law . The New Mining Law and its implementing regulations required all KPs to be converted into the status of IUPs. 9.3.3 The CSB KP was converted into an IUP under the Decree of the Regent of Katingan No. 540/122/KPTS/IV/2010 issued on 24 April 2010 ( CSB IUP ). 9.3.4 The details of the CSB IUP are as follows: IUP No.: 540/122/KPTS/IV/2010 Date: 24 April 2010 Issuing Authority: Regent of Katingan Location: Central Kalimantan Province, Katingan Regency, Sub-Districts of Marikit and Sanaman Mantikei Activities: Exploration Validity: 4 years Commodity: Coal Total Area: 5,000 ha

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 84 PROSPECTUS

9.3.5 As the CSB IUP is for the exploration phase of mining, a further IUP must be issued for the production phase of mining. 9.3.6 In 2009, we received confirmation from the Mining Office of the Katingan Regency that the CSB KP was validly issued and was to remain valid until 24 November 2011. We received further confirmation from the Mining Office dated 10 November 2010 which confirmed that: (a) the CBS IUP was validly issued; (b) the concession area the subject of the CSB IUP has not been subject to change; (c) the CSB IUP is not subject to dispute with third parties; (d) the entire concession the subject of the CSB IUP is located within a production forest area (please refer to Sections 9.3.7 and 9.3.8 below); and (e) CSB is yet to submit a Work Plan and Budget, as required under the CSB IUP. We understand that CSB is aware of the obligations referred to in paragraph (e) above. 9.3.7 We have received confirmation from the Department of Mines in Jakarta that the CSB IUP does not overlap with other mining concessions. 9.3.8 The CSB IUP recognises that: (a) the entire concession area is located within a production forest and that general survey, exploration and feasibility study activities cannot commence until such time as CSB has obtained a Forestry Lease Permit ( Ijin Pinjam Pakai ); and (b) 4,379 ha of the concession area overlaps with the forestry concession area of PT Hutan Mulya, and that the issue of this overlap should be resolved in accordance with prevailing regulations. We understand that CSB is aware of (a) and (b) above and intends to take appropriate steps. Unless agreement is reached with PT Hutan Mulya, a Forestry Lease Permit would be granted for a maximum amount of 10% of the concession area only. 9.3.9 Consistent with paragraph 9.3.8(a), we have received confirmation from the Department of Forestry in Jakarta that the concession area the subject of the CSB IUP is located within a production forest. 9.3.10 We submitted a request for confirmation of the status of the concession area land to the Land Office of Katingan. However, the Land Office declined to issue search results. In passing, Land Offices cannot be compelled to respond to requests for searches and the refusal of the Land Office to provide search results is not necessarily indicative of a negative issue with respect to the concession area the subject of the CSB IUP. 9.3.11 CSB will be required to enter into arrangements with private land owners in the concession area the subject of the CSB IUP prior to the commencement of commercial production.

9.4 ABS Mining Rights 9.4.1 ABS has been granted a mining right ( ABS IUP ), the details of which are: IUP No.: 545/15-IUP-EKS/EKONOMI/XII/2009 Date: 8 December 2009 Issuing Authority: Regent of Penajam Paser Utara Location: Kalimantan Timur Province, Penajam, Penajam Paser Utara Activities Exploration (General Survey phase completed) Validity: 2 years Commodity: Coal Total Area: 200.1 ha

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 85 PROSPECTUS

9.4.2 As the ABS IUP is for the exploration phase of mining, a further IUP must be issued for the production phase of mining. 9.4.3 We submitted a request for a confirmation with respect to the ABS IUP to the Mining Office of Penajam. We received confirmation on 18 November 2010 that: (a) the ABS IUP is still valid and has legal power as of the issuance of the Decree of the Regent of Penajam Paser Utara; (b) the area size as stipulated in the ABS IUP has not changed; (c) the location is located in accordance with the ABS IUP; (d) the mining area as stipulated in the ABS IUP is not located within any Production Forest, Protected Forest or Nature Conservation Area; and (e) there have been no reports or complaints regarding any disputes or claims from any third party on the mining area as stipulated in the ABS IUP. 9.4.4 We have received confirmation from the Department of Mines in Jakarta that the ABS IUP does not overlap with other concessions. 9.4.5 We have received confirmation from the Department of Forestry that the ABS IUP is not located within a Production Forest, Protected Forest or Nature Conservation Area. However, the concession area overlaps with what appears to be a timber concession of PT Majapahit Agro Industrie. Unfortunately, no further information is available with respect to this. To the extent of any overlap, the respective concession holders would usually enter into private agreement with respect to conduct of their respective activities. 9.4.6 We have submitted an application to the local Land Office with respect to the ABS IUP. However, to date we have not received a response to our request. 9.4.7 ABS will be required to enter into arrangements with private land owners in the concession area the subject of the ABS IUP prior to the commencement of commercial production.

9.5 CSB Contractual Arrangements 9.5.1 Mrs Tamir, Mr Iskandar, Blackrock Resources Pty Limited ( Blackrock ) and CSB executed a conditional share purchase agreement dated 7 December 2010, pursuant to which 80% of the shares in CSB will be transferred from the existing shareholders of CSB to Blackrock, following conversion of CSB into the status of a PMA Company ( SPA ). 9.5.2 The CSB SPA is subject to fulfilment of a number of conditions precedent. These include the authorisations required by Indonesian government authorities for conversion of CSB to the status of a PMA Company, being: (a) a Letter of Recommendation issued by the Regent of Katingan; and (b) approval of the Capital Investment Coordinating Board ( Badan Koordinasi Penanaman Modal ) (BKPM ). 9.5.3 The CSB SPA contemplates that separate agreements will be entered into between Blackrock and the shareholders of CSB with respect to consideration: The following agreements have been executed: (a) a consideration agreement between Mr Iskandar, Blackrock and the Majority Shareholders, dated 23 February 2011 ( Iskandar Consideration Agreement ). Pursuant to the Iskandar Consideration Agreement, the consideration payable by Blackrock to Mr Iskandar is as follows: (i) US$20,000 on or about completion of the CSB SPA; (ii) subject to completion under the CSB SPA, 360,000 shares in Jatoil, being a proportion of the shares which are payable or to be provided by the Majority Shareholders to Mr Iskandar, at the direction of the Majority Shareholders;

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 86 PROSPECTUS

(iii) subject to completion under the CSB SPA, 540,000 shares in Jatoil, being a proportion of the shares to which the Majority Shareholders are entitled under the terms of the Blackrock SPA comprising Performance Shares; and (iv) subject to completion under the CSB SPA, a royalty of US$1 per metric tonne of coal sold from the Project (after deducting all taxes, levies, royalties, finance obligations and other relevant capital expenditure attaching to revenue derived from the Project’s coal), from the date on which CSB first receives net proceeds of sale of coal from the Project; and (b) a consideration agreement between Mrs Tamir and Blackrock dated 7 December 2010 ( Tamir Consideration Agreement ). Pursuant to the Tamir Consideration Agreement, Blackrock will pay Mrs Tamir US$80,000 over four tranches up to 120 days following execution of the CSB SPA.

9.6 Proposed investment in ABS 9.6.1 The proposed investment by Blackrock in ABS is by contractual arrangements, rather than an acquisition in equity. 9.6.2 Minister of Energy and Mineral Resources Regulation No.28/2009 re the Implementation of Mineral and Coal Mining Services Business of 30 September 2009 ( Mining Services Regulation ): (a) prohibits a mining services company from paying a concession holder a fee. Therefore, royalty and production sharing-style arrangements may no longer be entered into; and (b) limits the activities that a mining services company can undertake, broadly speaking, to stripping of overburden and transportation. Therefore, a concession holder is now required to conduct most mining activities itself. As this is a margin on the sale of coal, we do not consider this to constitute a “fee”, as referred to in Section 9.6.2(a). 9.6.3 Blackrock and Blackrock Energy Pte Limited ( Blackrock Singapore ) are in the process of establishing a PMA Company in Indonesia, PT Barata Energy ( PTBE ). PTBE will initially be licensed by BKPM. Following incorporation, PTBE will apply for a mining services licence from the Directorate-General of Minerals, Coal and Geothermal, which is required by mining services companies. 9.6.4 Blackrock and Blackrock Singapore entered into an agreement with ABS dated 17 February 2011 (Interim Agreement ). Pursuant to the Interim Agreement: (a) PTBE shall have exclusive rights to conduct coal mining in the concession area the subject of the ABS IUP; and (b) PTBE shall have exclusive rights to acquire, or market, all coal which is mined from the concession area the subject of the ABS IUP. Pursuant to the Interim Agreement, ABS is entitled to receive a US$6 PMT margin on sales of coal. As this is a margin on the sale of coal, we do not consider this to constitute a “fee”, as referred to in Section 9.6.2(a). 9.6.5 Pursuant to the Interim Agreement, PTBE and ABS will enter into the following contracts: (a) a mining services contract, pursuant to which PTBE will conduct such mining activities as are permitted under law by a mining services company. To the extent that mining activities must be conducted by ABS itself, PTBE will lease equipment, and second staff, into ABS for the purpose of the conduct of the mining services; and (b) a coal offtake agreement, pursuant to which ABS grants to PTBE the exclusive right to acquire and sell, all coal that is mined from the ABS IUP.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 87 PROSPECTUS

9.6.6 The Interim Agreement is expressed to be legally binding and will govern the relationship between the parties until such time as the mining services contract and coal offtake agreement are executed. 9.6.7 The Interim Agreement contemplates that PTBE shall advance loan funding of up to IDR6.5 billion to ABS, which shall be offset against the US$6 PMT margin at the rate of 50%. 9.6.8 The Board of Commissioners of ABS resolved to approve the Interim Agreement, which in part constitutes a loan agreement, on 17 February 2011.

9.7 Court searches

9.7.1 Searches with respect to CSB In addition to the searches referred to in Section 9.2, during October 2010 we conducted searches at: (a) the District Court of Sampit/Katingan, which has jurisdiction over the concession area the subject of the CSB IUP; (b) the State Administrative Court of Palangka Raya, which has jurisdiction with respect to disputes with government in the concession area the subject of the CSB IUP; (c) the District Court of South Jakarta, which has jurisdiction over the domicile of CSB under its Articles of Association; (d) the State Administrative Court of Jakarta, which has jurisdiction with respect to disputes with government in the domicile of CSB; (e) the Commercial Court of Central Jakarta, which has jurisdiction with respect to bankruptcy and debt moratorium matters; and (f) the Indonesian National Arbitration Board, which hears disputes submitted to arbitration. The searches referred to in Section 9.7.1 did not indicate any existing, or previous, disputes involving CSB.

9.7.2 Searches with respect to ABS In addition to the searches referred to in Section 9.3, we conducted searches at: (a) the District Court of Tanah Grogot, which has jurisdiction with respect to the concession area the subject of the ABS concession area; and (b) the District Court of Samarinda, which has jurisdiction with respect to ABS under its Articles of Association. The searches referred to in this Section 9.7.2 did not indicate any existing, or previous, disputes involving ABS.

9.8 Assumptions and limitations This Report has been prepared on the following assumptions: (a) that where we have been provided with copies of documents, that copy is an exact and complete reproduction of, and conforms with, the original of the document and the original of the document still exists; (b) that no document provided to us, or arrangement described to us, has been varied, cancelled or superseded by some other document or agreement or action of which we are not aware; (c) that all signatories, dates of and any stamp duty or other marking on all documents provided to us (whether copies or originals) are authentic and are not subject to penalty or fine arising out of late or inadequate stamping; (d) the details revealed by searches of public registers maintained by governmental or other regulatory authorities are up to date at the date of search and have been properly and

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 88 PROSPECTUS

accurately recorded in those registers by those authorities. However, any searches made of public registers or court registers are not wholly reliable and are subject to the same disclaimer as made by the authorities that provide the relevant information; (e) that the information provided to us is complete, accurate and correct; (f) that where a document was provided to us in draft form, it was executed or will be executed in the form of that draft; (g) except as specifically stated in this Report, all documents provided to us are within the capacity and power of, and have been or will be validly authorised, executed and delivered by each party to them, and constitute valid and binding obligations of those parties under all applicable laws and that each party was solvent when it did so; (h) none of the directors or commissioners of CSB have been disqualified or restrained from acting as directors of any company, and none of them have done any act which may lead to their office being vacated under the constitution of CSB; (i) except as specifically stated in this Report, each document provided to us, which is a contract or agreement, is enforceable in accordance with its terms; (j) this opinion is in respect of the laws of the Republic of Indonesia. Any matters that may be subject to or governed by the laws of any other jurisdiction should be addressed by lawyers competent to advise in the relevant jurisdictions; (k) all material information and documentation has been provided to us and is true and complete not misleading in any way; and (l) there have been no material changes in the affairs of since the date of our investigations.

Yours faithfully

Brigitta I. Rahayoe Managing Partner BRIGITTA I RAHAYOE & PARTNERS 2 March 2011

This document is confidential and legally privileged. If you receive it by mistake, please inform us immediately and destroy the original and any copies. You must not disclose or use the information in this facsimile if you are not the intended recipient. This facsimile is subject to copyright law.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 89 PROSPECTUS

ATTACHMENT 1 CSB PERMITS (a) Approval of the Deed of Establishment from the Minister of Law and Human Rights (MOLHR), dated 24 November 2009 pursuant to Decree No. AHU-57488.AH.01.01 Tahun 2009. (b) Tax Registration Letter No. PEM-01678/WPJ.04/KP0.0503/2008, dated 14 August 2008, issued by Kantor Wilayah DJP Jakarta Selatan Kantor Pelayanan Pajak Pratama Jakarta Kebayoran Baru Dua. (c) Tax File Number (Nomor Pokok Wajib Pajak) (NPWP) No. 02.795.579.8-019.000, dated 14 August 2008. (d) Small-Scale Business Licence (Surat Ijin Usaha Perdagangan) (SIUP) No. 03093/1.824.271 dated 21 December 2009, issued by the Office of Cooperative, Micro, Small and Medium Business and Trade of South Jakarta. (e) Certificate of Company Registration (Tanda Daftar Perusahaan) (TDP) No. 09.03.1.52.62579, dated 22 December 2009.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 90 PROSPECTUS

10 Investigating accountant’s report

Grant Thornton Corporate Finance Pty Ltd ABN 59 003 265 987 AFSL 247140

Level 17, 383 Kent Street Sydney NSW 2000 PO Locked Bag Q800 QVB Post Office Sydney NSW 1230 Board of Directors Jatoil Limited T +61 2 8297 2400 F +61 2 9299 4445 Floor 6, Suite 8 E [email protected] 55 Miller Street W www.grantthornton.com.au PYRMONT NSW 2009

2 March 2011

Dear Sirs,

INVESTIGATING ACCOUNTANT’S REPORT ON THE PRO FORMA STATEMENT OF FINANCIAL POSITION AND FINANCIAL SERVICES GUIDE

10.1 Introduction Grant Thornton Corporate Finance Pty Limited ( Grant Thornton Corporate Finance ) has been engaged by Jatoil Limited (to be renamed Jatenergy Limited) ( Jatoil ) to prepare an Investigating Accountant’s Report (the Report ) for inclusion in a Prospectus dated on or around 2 March 2011 (the Prospectus ). The Prospectus relates to the Blackrock Offer and the issue of between 5,000,000 fully paid ordinary shares at $0.20 each amounting to $1,000,000 ( Minimum Subscription ) and up to 10,000,000 fully paid ordinary shares at $0.20 each amounting to $2,000,000 ( Maximum Subscription ), collectively referred to as the Offer . One free attaching Option will be issued for every two shares issued under the Offer. These Options have an exercise price of $0.25 and an expiry date of 1 March 2014. Jatoil also intends to make an offer of Loyalty Options to Eligible Shareholders in respect of Shares on the Loyalty Offer Record Date at an issue price of $0.01. Expressions defined in the Prospectus have the same meaning in this report.

10.2 Financial information Grant Thornton Corporate Finance have been requested to prepare a report covering the historical and pro forma Statement of Financial Position as described below and set out in Section 11 of the Prospectus. This Report has been prepared for inclusion in the Prospectus. We disclaim any assumption of responsibility for any reliance on this Report or on the historical and pro forma financial information to which it relates for any purposes other than the purpose for which it was prepared.

10.3 Reviewed historical Statement of Financial Position The reviewed historical Statement of Financial Position of Jatoil as at 31 December 2010 is set out in Section 11 of the Prospectus.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 91 PROSPECTUS

10.4 Pro forma Statement of Financial Position The pro forma Statement of Financial Position of Jatoil as at 31 December 2010 is also set out in Section 11 of the Prospectus. The Directors of Jatoil are responsible for the preparation and presentation of the historical and pro forma Statement of Financial Position including the determination of the pro forma adjustments that have been prepared in accordance with Australian Accounting Standards and other mandatory professional reporting requirements in Australia ( AGAAP ), which ensure compliance with International Financial Reporting Standards (IFRS ). The historical and pro forma Statement of Financial Position included in the Prospectus is presented in an abbreviated form in so far as it does not include all the disclosures required by AGAAP applicable to annual financial reports prepared in accordance with the Corporations Act.

10.5 Scope

10.5.1 Review of the Historical Statement of Financial Position We have reviewed the historical Statement of Financial Position in order to report on whether anything has come to our attention that causes us to believe that the historical Statement of Financial Position of Jatoil as at 31 December 2010, as set out in Section 11 of the Prospectus, is not presented fairly, in accordance with the recognition and measurement principles prescribed by AGAAP and in accordance with the accounting policies adopted by Jatoil and disclosed in Section 11 – Note 1 of the Prospectus. We have conducted our review of the historical Statement of Financial Position in accordance with ASRE 2405 Review of Historical Information other than a Financial Report . We made such enquiries and performed such procedures as we, in our professional judgement, considered reasonable in the circumstances including: a review of work papers, accounting records of Jatoil and other documents and reports; a comparison of the consistency in application of the recognition and measurement principles in AGAAP, and the accounting policies adopted by Jatoil and disclosed in Section 11, Note 1 of the Prospectus; and questioning Directors, management and other staff of Jatoil. These procedures do not provide all the evidence that would be required in an audit; thus the level of assurance provided is less than given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

10.5.2 Review of the pro forma Statement of Financial Position We have reviewed the pro forma Statement of Financial Position in order to report whether anything has come to our attention that causes us to believe that the pro forma Statement of Financial Position of Jatoil as at 31 December 2010, as set out in Section 11 of the Prospectus, is not presented fairly, on the basis of the pro forma transactions and adjustments described in Section 11 –Note 2 of the Prospectus, in accordance with the recognition and measurement principles prescribed in AGAAP and in accordance with the accounting policies adopted by Jatoil and disclosed in Section 11 – Note 1 of the Prospectus. We have conducted our review of the reviewed historical Statement of Financial Position in accordance with ASRE 2405 Review of Historical Financial Information other than a Financial Report . We made such inquiries and performed such procedures as we, in our professional judgement, considered reasonable in the circumstances including: a review of work papers, accounting records and other documents and reports provided by Jatoil; a review of the pro forma transactions used as the basis for the pro forma Statement of Financial Position;

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 92 PROSPECTUS

a comparison of the consistency in application of the recognition and measurement principles in AGAAP, and the accounting policies adopted by Jatoil and disclosed in Section 11 – Note 1 of the Prospectus; and questioning Directors, management and other staff of Jatoil. These procedures do not provide all the evidence that would be required in an audit; thus the level of assurance provided is less than given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

10.6 Conclusion

10.6.1 Review Statement on the reviewed historical Statement of Financial Position Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the historical statement of Financial Position of Jatoil as at 31 December 2010, as set out in Section 11 of the Prospectus, is not presented fairly, in accordance with the recognition and measurement principles prescribed in AGAAP and in accordance with the accounting policies adopted by Jatoil and disclosed in Section 11 – Note 1 of the Prospectus.

10.6.2 Review Statement on the pro forma Statement of Financial Position Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the pro forma Statement of Financial Position of Jatoil as at 31 December 2010, as set out in Section 11 of the Prospectus, is not presented fairly, on the basis of the pro forma transactions and adjustments described in Section 11, Note 2 of the Prospectus, in accordance with the recognition and measurement principles prescribed in AGAAP, and accounting policies adopted by Jatoil and disclosed in Section 11, Note 1 of the Prospectus.

10.7 Subsequent events Apart from the matters dealt with in this report, and having regard to the scope of our report, to the best of our knowledge and belief, no material transactions or events outside of the ordinary business of Jatoil have come to our attention that would require comment on, or adjustment to, the information referred to in our report or that would cause such information to be misleading or deceptive.

10.8 Independence Grant Thornton Corporate Finance does not have any interest in the outcome of this issue other than in connection with the preparation of this report and participation in due diligence procedures for which normal professional fees will be received. Grant Thornton Audit Pty Limited is the auditor of Jatoil.

10.9 Liability Grant Thornton Corporate Finance has consented to the inclusion of this Report in the Prospectus and to the references to this Report in the Prospectus, in the form and context in which they are included. Any liability of Grant Thornton Corporate Finance in relation to the likely audience of the Prospectus is limited to the inclusion of this Report in the Prospectus (and any references in the Prospectus to the Report to which Grant Thornton Corporate Finance has consented). Grant Thornton Corporate Finance makes no representation regarding, and has no liability for, any other statements or other material in, or any omissions from, the Prospectus.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 93 PROSPECTUS

10.10 Financial Services Guide We have included our Financial Services Guide at Appendix A to this Report. The Financial Services Guide is designed to assist retail clients in their use of any general financial product advice in our Report.

Yours faithfully GRANT THORNTON CORPORATE FINANCE PTY LTD

NEIL COOKE SCOTT GRIFFIN Director Director

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 94 PROSPECTUS

Appendix A—Financial Services Guide This Financial Services Guide is dated 2 March 2011.

1. About us Grant Thornton Corporate Finance Pty Ltd (ABN 59 003 265 987, Australian Financial Services Licence no 247140) ( Grant Thornton Corporate Finance ) has been engaged by Jatoil Limited (to be renamed Jatenergy Limited) ( Jatoil ) to provide a report in the form of an Investigating Accountant’s Report for inclusion in a prospectus dated on or about 2 March 2011 (the Prospectus ) relating to the offer of ordinary shares in the Company (the Issue ). You have not engaged us directly but have been provided with a copy of the Report as a retail client because of your connection to the matters set out in the Report.

2. This Financial Services Guide This Financial Services Guide ( FSG ) is designed to assist retail clients in their use of any general financial product advice contained in the Report. This FSG contains information about Grant Thornton Corporate Finance generally, the financial services we are licensed to provide, the remuneration we may receive in connection with the preparation of the Report, and how complaints against us will be dealt with.

3. Financial services we are licensed to provide Our Australian financial services licence allows us to provide a broad range of services, including providing financial product advice in relation to various financial products such as securities and superannuation products and deal in a financial product by applying for, acquiring, varying or disposing of a financial product on behalf of another person in respect of classes of products such as securities and superannuation.

4. General financial product advice The Report contains only general financial product advice. It was prepared without taking into account your personal objectives, financial situation or needs. You should consider your own objectives, financial situation and needs when assessing the suitability of the Report to your situation. You may wish to obtain personal financial product advice from the holder of an Australian Financial Services Licence to assist you in this assessment.

5. Fees, commissions and other benefits we may receive Grant Thornton Corporate Finance charges fees to produce reports, including this Report. These fees are negotiated and agreed with the entity who engages Grant Thornton Corporate Finance to provide a report. Fees are charged on an hourly basis or as a fixed amount depending on the terms of the agreement with the person who engages us. In the preparation of this Report our fees are charged on a fixed basis. Directors or employees of Grant Thornton Corporate Finance, Grant Thornton Australia Limited, or other associated entities, may receive dividends, salary or wages from Grant Thornton Australia Limited.

6. Associations with issuers of financial products Grant Thornton Corporate Finance and its authorised representatives, employees and associates may from time to time have relationships with the issuers of financial products. For example, Grant Thornton Australia Limited may be the auditor of, or provide financial services to the issuer of, a financial product and Grant Thornton Corporate Finance may provide financial services to the issuer of a financial product in the ordinary course of its business. Grant Thornton Audit Pty Limited, an associated entity, is the Company’s auditor.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 95 PROSPECTUS

Complaints Grant Thornton Corporate Finance has an internal complaint-handling mechanism and is a member of the Financial Ombudsman Service (membership no. 11800). All complaints must be in writing and addressed to the National Head of Corporate Finance at Grant Thornton Corporate Finance. We will endeavour to resolve all complaints within 30 days of receiving the complaint. If the complaint has not been satisfactorily dealt with, the complaint can be referred to the Financial Ombudsman Service who can be contacted at: PO Box 579 Collins Street West MELBOURNE VIC 8007 Telephone: 1800 335 405 Grant Thornton Corporate Finance is only responsible for this report and FSG. Grant Thornton Corporate Finance will not respond in any way that might involve any provision of financial product advice to any retail investor.

7. Contact details Grant Thornton Corporate Finance can be contacted by sending a letter to the following address: National Head of Corporate Finance Grant Thornton Corporate Finance Pty Limited Level 17, 383 Kent Street SYDNEY NSW 2000

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 96 PROSPECTUS

11 Pro Forma Financial Information The pro forma consolidated statement of financial position as at 31 December 2010 is set out below:

Pro forma ( minimum Pro forma ( maximum Reviewed as at subscription)b subscription)c Notes 31 December 2010 a ($,000) ($,000) ($,000) ASSETS CURRENT ASSETS Cash and cash equivalents 3 2,440 4,109 4,982 Trade and other receivables 157 184 19 6 Other assets – 367 36 7 TOTAL CURRENT ASSETS 2,597 4,660 5,54 5

NON-CURRENT ASSETS Other financial assets 276 276 276 Convertible note 4 750 – – Plant and equipment 20 20 20 Exploration and development expenditure 5 – 6,910 6,910 TOTAL NON-CURRENT ASSETS 1,046 7,206 7, 206

TOTAL ASSETS 3,643 11,866 12,75 1

LIABILITIES CURRENT LIABILITIES Trade and other payables 125 214 214 Provisions 20 20 20 TOTAL CURRENT LIABILITIES 145 234 234

NON-CURRENT LIABILITIES Borrowings – 90 90 TOTAL NON-CURRENT LIABILITIES – 90 90

TOTAL LIABILITIES 145 324 324

NET ASSETS 3,498 11,542 12, 427

EQUITY Issued capital 6 17,568 25,748 26,640 Non-controlling interest 30 30 30 Reserves 337 337 337 Accumulated losses 7 (14,437) (14,573) (14,580) TOTAL EQUITY 3,498 11,542 12,427 Sources: (a) The historical Statement of Financial Position has been extracted from the reviewed financial statements of Jatoil as at 31 December 2010. (b) The pro forma Statement of Financial Position as at 31 December 2010 reflects the pro forma transactions, application of the funds from the Minimum Subscription less the costs associated with the Offer as set out in Note 2.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 97 PROSPECTUS

(c) The pro forma Statement of Financial Position as at 31 December 2010 reflects the pro forma transactions, application of the funds from the Maximum Subscription less the costs associated with the Offer as set out in Note 2. The Historical and Pro Forma Statement of Financial Position should be read in conjunction with the notes set out in the following section.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 98 PROSPECTUS

Notes to the Historical and Pro Forma Statement of Financial Position

Note 1—Summary of significant accounting policies The historical and pro forma Statement of Financial Position has been prepared in accordance with the measurement and recognition requirements, but not all of the disclosure requirements of the Corporations Act 2001 including applicable Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board and Australian Accounting Interpretations for the presentation of financial information for inclusion in a prospectus in Australia. The historical and pro forma Statement of Financial Position of Jatoil complies with AGAAP. In the view of the Directors of Jatoil, the omitted disclosures would provide no further relevant information to potential investors.

Basis of preparation The preparation of the historical and pro forma Statement of Financial Position is in conformity with AGAAP and requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. These accounting policies have been consistently applied by Jatoil. There have been no new Australian Accounting Standards and Australian Accounting Interpretations issued or amended that are applicable to Jatoil but are not yet effective.

Accounting policies (a) Basis of preparation The historical and pro forma Statement of Financial Position has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretation, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. Historical cost convention The historical and pro forma Statement of Financial Position has been prepared on an accruals basis and is based on historical costs, modified where applicable by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. Critical accounting estimates The preparation of the historical and pro forma Statement of Financial Position is in conformity with Australian Accounting Standards and requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. (b) Principles of consolidation Subsidiaries The consolidated historical and pro forma Statement of Financial Position incorporates the assets, liabilities and results of entities controlled by Jatoil (collectively referred to as the Group ) at the date of the historical and pro forma Statement of Financial Position. A controlled entity is any entity over which Jatoil has the power to govern the financial and operating policies so as to obtain benefits from the entity’s activities. Control will generally exist when the parent owns, directly or indirectly through subsidiaries, more than half of the voting power of an entity. In assessing the power to govern, the existence and effect of holdings of actual and potential voting rights are also considered.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 99 PROSPECTUS

Where controlled entities have entered or left the Group, the financial performance of those entities is included only for the period that they were controlled. In preparing the consolidated historical and pro forma Statement of Financial Position, all inter-group balances and transactions between entities in the consolidated group have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those adopted by the group. (c) Revenue and other income Interest income is recognised on a time proportion basis using the effective interest method. Revenue from the sale of goods is recognised at the point of delivery as this corresponds to the transfer of significant risks and rewards of ownership of the goods and the cessation of all involvement in those goods. All revenue is stated net of the amount of goods and services tax (“GST”). (d) Income tax The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements and to unused tax losses. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to use those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the group is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity. (e) Leases Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred. Lease incentives under operating leases are recognised as a liability and amortised on a straight line basis over the life of the lease term. (f) Business combinations The purchase method of accounting is used to account for all business combinations, including business combinations involving entities or businesses under common control, regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given, shares issued or liabilities incurred or assumed at the date of exchange plus costs directly attributable to the acquisition. Where equity instruments are issued in an acquisition, the fair value of the instruments is their published market price as at the date of exchange unless, in rare circumstances, it can be demonstrated that the published price at the date of exchange is an unreliable indicator of fair value and that other evidence and valuation methods provide a more

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 100 PROSPECTUS

reliable measure of fair value. Transaction costs arising on the issue of equity instruments are recognised directly in equity. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the Group’s share of the fair value of the identifiable net assets of the subsidiary acquired, the difference is recognised directly in the statement of comprehensive income, but only after a reassessment of the identification and measurement of the net assets acquired. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. (g) Impairment of assets At the end of each reporting period, the Group assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information including dividends received from subsidiaries, associates or jointly controlled entities deemed to be out of pre- acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the statement of comprehensive income. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Impairment testing is performed annually for goodwill and intangible assets with indefinite lives. (h) Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. (i) Financial instruments Recognition and initial measurement Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the Company commits itself to either the purchase or sale of the asset (i.e. trade date accounting is adopted). Financial instruments are initially measured at fair value plus transaction costs. Classification and subsequent measurement Finance instruments are subsequently measured at either fair value, amortised cost using the effective interest rate method, or cost. Fair value represents the amount for which an asset could be exchanged or a liability settled, between knowledgeable, willing parties. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted. Amortised cost is calculated as: (i) the amount at which the financial asset or financial liability is measured at initial recognition; (ii) less principal repayments; (iii) plus or minus the cumulative amortisation of the difference, if any, between the amount initially recognised and the maturity amount calculated using the effective interest method; and

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 101 PROSPECTUS

(iv) less any reduction for impairment. The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a consequential recognition of an income or expense in profit or loss. The Group does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the requirements of accounting standards specifically applicable to financial instruments. (i) Loans and receivables: Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Loans and receivables are included in current assets, as they are expected to mature within 12 months after the end of the reporting period. (ii) Held-to-maturity investments: Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Group’s intention to hold these investments to maturity. They are subsequently measured at amortised cost. Held-to-maturity investments are included in current assets, as they are expected to mature within 12 months after the end of the reporting period. (iii) Financial liabilities: Non-derivative financial liabilities are subsequently measured at amortised cost. Impairment At the date of the historical and pro forma Statement of Financial Position, the Group has assessed whether there is objective evidence that a financial instrument has been impaired. Impairment losses are recognised in the statement of comprehensive income. De-recognition Financial assets are de-recognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are de-recognised where the related obligations are discharged, cancelled or expired. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss. (j) Property, plant and equipment Property, plant and equipment are stated at historical cost less depreciation and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probably that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of comprehensive income during the financial period in which they are incurred. Depreciation on assets in calculated using the straight line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 102 PROSPECTUS

The depreciation rates used for each class of depreciable assets are: Furniture, fittings and office equipment—20–33% Leasehold improvements—33% The asset’s residual values and useful lives are reviewed and adjusted if appropriate, at each Statement of Financial Position date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposal are determined by comparing proceeds with carrying amount. These are included in the statement of comprehensive income. (k) Foreign currency translation (i) Functional and presentation currency Items included in the historical and pro forma Statement of Financial Position are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated historical and pro forma Statement of Financial Position is presented in Australian dollars, which is JAT’s functional and presentation currency. (ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income, except when they are attributable to part of the next investment in foreign operation. Translation differences on financial assets and liabilities carried at fair value are reported as part of the fair value gain or loss. Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in statement of comprehensive income as part of the fair value gain or loss. Translation differences on non-monetary financial assets such as equities classified as available-for-sale financial assets are included in the fair value reserve in equity. (iii) Group companies The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: assets and liabilities for each Statement of Financial Position presented are translated at the closing rate at the date of that historical and pro forma Statement of Financial Position; income and expenses for each statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and all resulting exchange differences are recognised as a separate component of equity. On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are taken to shareholders’ equity. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, a proportionate share of such exchange differences are recognised in the statement of comprehensive income, as part of the gain or loss on sale where applicable. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entities and translated at the closing rate.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 103 PROSPECTUS

(l) Employee benefits Benefits (i) Wages and salaries, annual leave and sick leave Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months of the reporting date, are recognised in other payables in respect of employees services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. (ii) Long service leave The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Share-based payments Share-based compensation benefits are provided to Directors and executives. The fair value of options granted is recognised as a benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the Directors and executives become unconditionally entitled to the options. The fair value at grant date is determined using a Black Sholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option. The fair value of the options granted is adjusted to reflect market vesting conditions, but excludes the impact of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At each Statement of Financial Position date, the entity revises its estimate of the number of options that are expected to become exercisable. The benefit expense recognised each period takes into account the most recent estimate. Upon the exercise of options, the balance of the share-based payments reserve relating to those options is transferred to share capital and the proceeds received, net of any directly attributable transaction costs, and are credited to share capital. (m) Contributed equity Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration. (n) Goods and services tax (GST) Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the Statement of Financial Position.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 104 PROSPECTUS

(o) Investments in associates Associate companies are companies in which the Group has significant influence through holding, directly or indirectly, 20% or more of the voting power of the Company. Investments in associates are accounted for in the financial statements by applying the equity method of accounting whereby the investment is initially recognised at cost and adjusted thereafter for the post-acquisition change in the Group’s share of net assets of the associate company. In addition the Group’s share of the profit or loss of the associate company is included in the Group’s profit or loss.

Note 2—Pro forma adjustments The pro forma Statement of Financial Position has been prepared to illustrate the effects of the Offer. The pro forma Statement of Financial Position of Jatoil assumes the completion of the Offer and is based on the assumption that the following transactions and events contemplated in this Prospectus, referred to as the pro forma adjustments, which are to take place on or before the completion of the Offer as if they had occurred on or before 31 December 2010:

Share consolidation The consolidation of the existing shares and options of Jatoil on issue on a 1:4 basis;

Private placement The issue of 8,250,000 fully paid ordinary shares at $0.16 each to Sheng Run via a private placement raising $1.32 million;

Acquisition of Blackrock Resources Pty Ltd and its controlled subsidiaries The issue of 25,000,000 fully paid ordinary shares at $0.20 each amounting to $5.0 million to the vendors of Blackrock Resources Pty Limited in consideration for a 100% interest in Blackrock Resources Pty Limited and its controlled entities, noting that 360,000 fully paid ordinary shares are withheld from issue pending the completion of the acquisition of 80% of the issued capital of PT Coal Soil Brik (as set out in Section 12.1.1)

Cash advance to PT Atan Bara Sejahtera Cash advance made to PT Atan Bara Sejahtera in accordance with the Interim Agreement (as set out in Section 12.2.2) amounting to $252,000 (classified as a current asset).

Acquisition of exploration permits for coal The issue of 5,000,000 fully paid ordinary shares at $0.20 each amounting to $1 million and a cash payment of $200,000 to Spinifex Rural Management Pty Limited in consideration for two exploration permits for coal ( EPC ) located in the Galilee Basin in North Queensland, which is conditional on Jatoil’s successful acquisition of Blackrock, satisfactory due diligence on the assets and the required shareholder and regulatory approvals;

Minimum subscription The issue of 5,000,000 fully paid ordinary shares at $0.20 each, amounting to $1 million pursuant to the Minimum Subscription; Expenses associated with the offer (including advisory, legal, accounting and administrative fees as well as printing, advertising and other expenses), estimated to be $303,600 (inclusive of GST). An amount of $140,000 has been charged against share capital and $136,000 against retained earnings;

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 105 PROSPECTUS

Maximum subscription The issue of 10,000,000 fully paid ordinary shares at $0.20 each, amounting to $2.0 million pursuant to the Maximum Subscription; Expenses associated with the offer (including advisory, legal, accounting and administrative fees as well as printing, advertising and other expenses), estimated to be $430,100 (inclusive of GST). An amount of $248,000 has been charged against share capital and $143,000 against retained earnings;

Options attaching to the Offer One free attaching option will be issued for every two shares issued under the Offer. The options have an exercise price of $0.25 and an expiry date of 1 March 2014. A deferred tax asset has not been recognised in respect of the carried forward tax losses and offer costs owing to the uncertainty of future economic benefits being derived.

Note 3—Cash and cash equivalents The pro forma cash and cash equivalents are set out below: Pro forma Pro forma minimum Maximum ($,000) ($,000) Cash and cash equivalents at 31 December 2010 2,440 2,440 Pro forma transactions: Proceeds from the Shares issued from a private placement to Sheng Run 1,320 1,320 Cash acquired from the acquisition of Blackrock Resources Pty Limited and its controlled entities 104 104 Cash advance made to PT Atan Bara Sejahtera (as set out in Section 12.2.2) (252) (252) Subtotal Payment to Spinifex Rural Management Pty Limited in consideration for the acquisition of the Galilee basin tenements (200) (200) Subtotal 3,412 3,4 12 Proceeds from Shares issued pursuant to the Public Offer 1,000 2,000 Payment of the Offer costs (304) (430) Pro forma cash and cash equivalents 4,109 4,982

Note 4—Convertible Note The pro forma convertible note is set out below:

Pro forma Pro forma minimum Maximum ($,000) ($,000) Convertible note at 31 December 2010 750 750 Pro forma transaction: Elimination of the convertible note on acquisition and consolidation of Blackrock Resources Pty Limited (750) (750) Pro forma convertible note – –

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 106 PROSPECTUS

Note 5—Exploration and development expenditure The pro forma exploration and development expenditure is set out below:

Pro forma Pro forma Minimum Maximum ($,000) ($,000) Exploration and development expenditure at 31 December 2010 - - Pro forma transactions: Fair value attributed to the acquisition of the coal mining and exploration tenements acquired as a consequence of the acquisition of Black Rock Resources Pty Limited and its controlled subsidiaries 5,710 5,710 5,710 5,710 Fair value of the Shares issued to Spinifex Rural Management Pty Limited in consideration for the Galilee basin tenements 1,200 1,200 Pro forma exploration and development expenditure 6,910 6,910

Note 6—Issued Capital The pro forma issued capital has been calculated as follows:

Pro forma Pro forma minimum Maximum ($,000) ($,000) Issued capital at 31 December 2010 17,568 17,568 Pro forma transactions: Fair value of the Shares issued to Sheng Run from the private placement 1,320 1,320 Fair value of the Shares issued to the vendors of Blackrock Resources Pty Limited in 5,000 5,000 consideration for the acquisition of the issued capital Subtotal 23,888 23,888 Fair value of the shares issued to Spinifex Rural Management Pty Limited in consideration for the Galilee basin tenements 1,000 1,000 Subtotal 24,888 24,888 Proceeds from shares issued pursuant to the Offer 1,000 2,000 Capital raising costs pursuant to the Offer (140) (248) Pro forma issued capital 25,748 26,640

Pro forma Pr o forma minimum maximum no. of shares no. of shares Number of shares issued at 31 December 2010 131,444,138 131,444,138 Pro forma transactions: Share consolidation on a 1:4 basis Pro forma number of shares following consolidation and prior to the Offer 32,861,034 32,861 ,034 Shares issued to Sheng Run from the private placement 8,250,000 8,250,000 Shares issued to the vendors of Blackrock Resources Pty Limited 1 25,000,000 25,000 ,000 Subtotal 66,111,034 66,111,034 Shares issued to Spinifex Rural Management Pty Ltd 2. 5,000,000 5,000,000 Subtotal 71,111,034 71,111,034 Shares issued pursuant to the Offer 5,000,000 10,000,000 Pro forma number of shares issued 76,111,034 81,111,034

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 107 PROSPECTUS

1 An additional 37,500,000 performance shares are to be issued to the vendors of Blackrock Resources Pty Limited under an earn-out mechanism, providing the following performance milestones are achieved (as set out in Section12.1.1of this Prospectus): Tranche 1: on achieving production of 20 kT per month for three consecutive months at the first coal mine in Indonesia with an indicated JORC mineral resource of >750 kT or sufficient resource to secure offtake prepayment; Tranche 2: on achieving production of 20 kT per month for three consecutive months at a second coal mine in Indonesia with an indicated JORC mineral resource of >1 MT or sufficient resource to secure offtake prepayment; and Tranche 3: on achieving an indicated JORC mineral resource of 40 MT at its Indonesian coal projects. 2. An additional 10,000,000 performance shares are to be issued to Spinifex Rural Management Pty Limited if a JORC measured mineral resource of 40 Mt is achieved and a royalty payment of 1.5% of gross revenue.

Note 7—Accumulated losses The pro forma accumulated loss position has been calculated as follows:

Pro forma Pro forma Minimum Maximum ($,000) ($,000) Accumulated losses at 31 December 2010 (14,437) (14,437) Pro forma transaction: Costs expensed to the income statement that are a consequence of the Offer (136) (143 ) Pro forma accumulated losses (14,573) (14,580 )

Note 8 —Share Options The pro forma number of options has been calculated as follows:

Pro forma Pro forma minimum Maximum (,000) (,000) Number of options at 31 December 2010 8,000 8,000 Pro forma transactions: Option consolidation on a 1:4 basis Pro forma number of Shares following consolidation and prior to the Offer 2,000 2,000 Issue of attaching listed Options 1. 2,500 5,000 Issue of Loyalty Options 2. 38,056 40,556 Pro forma number of options issued 42,556 47,556 1. One free attaching Option will be issued for every two Shares issued under the Offer. The Options have an exercise price of $0.25 and have an expiry date of 1 March 2014. 2. One Loyalty Option is proposed to be issued for all eligible shareholders holding Shares on the Loyalty Option Record Date at a nominal price of $0.01 per option. The loyalty options have an exercise price of $0.25 and have an expiry date of 1 March 2014.

The pro forma number of share options on a post consolidated basis has been set out below:

Pro forma number of options

Option class Exercise price Expiry date Minimum Maximum Unlisted options ($) Directors options 0.80 30 November 2011 625,000 625,000 Employee incentive options 0.28 1 July 2012 125,000 125,000 Employee incentive options 0.80 31 December 2013 375,000 375,000 Employee incentive options 0.40 31 December 2013 250,000 250,000 Employee incentive options 0.80 31 December 2013 250,000 250,000 Employee incentive options 0.40 31 December 2013 250,000 250,000 Employee incentive options 0.80 31 December 2013 125,000 125,000

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 108 PROSPECTUS

Total unlisted options 2,000,000 2,000,000

Listed options Attaching listed options 0.25 1 March 2014 2,500,000 5,000,000 Loyalty options 0.25 1 M arch 2014 38,055,517 40,555,517

Total listed options 40,555,517 45,555,517

Pro forma number of options on issue 42,555,517 47,555,517

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 109 PROSPECTUS

12 Summary of material contracts Set out below is a summary of the material contracts to which the Company or Blackrock is a party or of which they will obtain the benefit and obligation following Completion of the Acquisition and that may be material in terms of this Prospectus. To fully understand all of the rights and obligations of a material contract, it would be necessary to review each contract in full and the summaries below should be read in that light.

12.1 Jatoil contracts

12.1.1 Share Sale Agreement The Company entered into a formal share sale agreement with Blackrock, the Blackrock Vendors and others (Share Sale Agreement ) on 3 March 2011 pursuant to which the Blackrock Vendors agreed to sell, and the Company agreed to purchase, 100% of the issued share capital of Blackrock on the terms and conditions set out in the Share Sale Agreement. The material terms of the Share Sale Agreement are as follows: (a) (Conditions Precedent ): Completion of the Acquisition is conditional on satisfaction or waiver of the following conditions precedent: (i) the Company conducting due diligence investigations into the Blackrock Group and being reasonably satisfied with the results of its due diligence investigations; (ii) the Blackrock Vendors conducting due diligence investigations into the Company and being reasonably satisfied with the results of their due diligence investigations; (iii) the Blackrock Vendors having fully implemented and completed the Blackrock Restructure, including having obtained all regulatory approvals and authorisations, counterparty consents, waivers of any pre-emptive rights, and providing evidence of its full implementation satisfactory to the Company; (iv) acceptances are received from all the Blackrock Vendors in respect of the Blackrock Offer made under this Prospectus; (v) all agreements, arrangements and understandings between any entity of the Blackrock Group and any member of a Blackrock Vendor (other than an entity of the Blackrock Group) are terminated and all parties to them are released from all obligations and liabilities in connection with them, in each case to the reasonable satisfaction of the Company; (vi) the Company successfully raising sufficient equity capital under the Prospectus to enable it to satisfy conditions 7 and 8 of ASX Listing Rule 1.1; (vii) ASX conditionally approving the re-quotation of the ordinary fully paid shares in the Company, on conditions satisfactory to the Company; (viii) all Blackrock Vendors entering into escrow arrangements in respect of the Consideration Shares, as required under the ASX Listing Rules, by ASX or the Company; (ix) the Company is reasonably satisfied that there has not been any Material Adverse Change; (x) the Company is reasonably satisfied that there has not been any breach of the Share Sale Agreement, including any warranties, by any Blackrock Vendor; and (xi) the Blackrock Vendors providing evidence of termination of any options or other securities that may have been granted by the Company at any time prior to Completion, to the reasonable satisfaction of the Company,

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 110 PROSPECTUS

(together, the Conditions Precedent ). If the Conditions Precedent are not satisfied (or waived, to the extent that any Conditions Precedent is capable of waiver) by the Conditions Date, the relevant party that held the benefit of any Conditions Precedent that was not satisfied (or waived) by the Conditions Date, may terminate the Share Sale Agreement at any time before Completion by notice to the other party; (b) (Consideration ): the consideration payable by the Company to the Blackrock Vendors is the Initial Consideration Shares, being 25,000,000 Shares to be issued subject to Completion of the Acquisition and each Blackrock Vendor having received an offer under this Prospectus for, and properly completed and lodged its application form to acquire, their Respective Proportion of the Initial Consideration Shares, and the Performance Shares to be issued subject also to Completion of the Acquisition and upon the Company achieving the Performance Milestones; (c) (Performance Shares ): the Blackrock Offer proposed to be made to each Blackrock Vendor will comprise a potential offer of the Blackrock Vendor’s Respective Proportion of the Performance Shares (being up to 37,500,000 Shares), subject to and conditional on the terms set out in this Prospectus, and will include the following conditions: (i) Performance Tranche 1 : an offer of 12,500,000 Shares if the Blackrock Group achieves at its first coal mine in Indonesia: (A) production of 20,000 tonnes per month for three consecutive months; and (B) either: (I) an indicated JORC mineral resource in excess of 750,000 tonnes; or (II) drilling a sufficient resource so that an offtake pre-prepayment is secured; (ii) Performance Tranche 2 : an offer of 12,500,000 Shares if the Blackrock Group achieves at its second coal mine in Indonesia: (A) production of 20,000 tonnes per month for three consecutive months; and (B) either: (I) an indicated JORC mineral resource in excess of 1,000,000 tonnes; or (II) drilling a sufficient resource so that an offtake pre-prepayment is secured; (iii) Performance Tranche 3 : an offer of 12,500,000 Shares if the Blackrock Group achieves an indicated JORC mineral resource of 40,000,000 tonnes at its Indonesian coal projects. For the purposes of the criteria set out above, an offtake pre-payment is secured only if: (i) the relevant Jatoil Group Entity enters into a legally binding offtake agreement that imposes an obligation on the counterparty to make a pre-payment to the Jatoil Group Entity; and (ii) the pre-payment is made by the counterparty and received in full and cleared funds by the Jatoil Group Entity. (d) (Completion ): Completion of the sale and purchase of the Shares will occur on the Completion Date; (e) (Escrow ): the Consideration Shares will be escrowed for such time (if any) as prescribed by ASX; (f) (Warranties ): the Majority Blackrock Vendors have provided standard warranties and representations in relation to (among other things) Blackrock, its subsidiaries and its interests in the Blackrock Projects. The Minority Blackrock Vendors have provided limited warranties and representations relating to their holdings in Blackrock; (g) (Limitation of liability ): The maximum aggregate liability of each of the Blackrock Vendors and the Company for all claims under or in connection with the Share Sale Agreement is limited to $250,000. Neither the Company nor the Blackrock Vendors will be liable for any claims or actions unless the amount finally awarded in respect of the claim or action is not less than $10,000, and the aggregate

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 111 PROSPECTUS

amount finally awarded is not less than $20,000, in which case the Company or Blackrock Vendors will be liable for the whole amount and not just the excess. (h) (Governing law ): The Share Sale Agreement is governed by the laws of the State of New South Wales.

12.1.2 Consultancy Agreement with Phil Hodgson The Company entered into a Consultancy Agreement with A.C.N. 125 537 368 Pty Limited trading as Morgen Field Consulting and Management Services ( Morgen Field ) and Mr Philip Hodgson ( Hodgson Consultancy Agreement ) on 23 September 2009. Under the Hodgson Consultancy Agreement, Mr Hodgson has agreed to be the person who will serve the Company as “Executive Director and Chief Executive Officer”. Morgen Field and Mr Hodgson covenant and agree that Mr Hodgson will be the person who performs the services on behalf of Morgen Field during the term. The Company will pay Morgen Field a consulting fee of $18,000 per month. Mr Hodgson will be paid a director’s fee of $4,000 per month in his capacity as a Director. The Company has also issued 5,000,000 Executive Options to Mr Hodgson on the terms summarised in Section 13.2 of this Prospectus. The Company will reimburse Morgen Field for all reasonable travel, accommodation and general expenses. The Hodgson Consultancy Agreement is for a period of two years commencing on 4 November 2009. Mr Hodgson is entitled to four weeks’ annual leave, which may be taken without breaching the terms of the Hodgson Consultancy Agreement. No fees will be charged during this annual leave. The Company may at any time terminate the engagement: (a) if at any time Morgen Field is in or goes into liquidation or makes a composition or arrangement with creditors generally or takes advantage of any statute for the relief of insolvent debtors; or (b) if at any time Morgen Field or Mr Hodgson is (among other things), convicted of a major criminal offence, commits any serious or persistent breach of any of the provisions of the Hodgson Consultancy Agreement, or, in the reasonable opinion of the Board, is absent in, or demonstrates incompetence with regard to the performance of their duties under the Hodgson Consultancy Agreement, or is neglectful of their duties under the Hodgson Consultancy Agreement or otherwise does not perform their duties under the Hodgson Consultancy Agreement in a satisfactory manner; (c) for the following reasons: (i) if the Company considers that a material breach of its policy concerning the use and access to the internet has occurred; (ii) if Morgen Field or Mr Hodgson places information on the Company’s electronic email that is (among other things), discriminatory in nature, contains confidential information or is in breach of the Hodgson Consultancy Agreement; (iii) if Morgan Field or Mr Hodgson disclose, communicate, use or misuse price sensitive information without the prior written consent of the Board, except to the extent required by law to disclose; or (d) by giving written notice to Morgen Field. Morgen Field may terminate the engagement by giving the Company two months’ written notice. If, during the term, Mr Hodgson is removed as a Director (other than for specified reasons), the Company or Morgen Field may elect to terminate the Hodgson Consultancy Agreement immediately and, in this circumstance, the Company must pay to Morgen Field the equivalent of the fee that would otherwise be payable to Morgen Field over a six month period if the engagement had not been terminated.

12.1.3 Consultancy Agreement with Paul Hogan The Company entered into a Consultancy Agreement with MPH Business Services Pty Limited (ACN 147 977 571) ( MPH ) and Mr Paul Hogan ( Hogan Consultancy Agreement ) on 29 January 2011. Under

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 112 PROSPECTUS

the Hogan Consultancy Agreement, Mr Hogan agrees to be the person who will serve the Company as General Manager.

The Company will pay MPH a consulting fee of $11,500 per month for its services. The Hogan Consultancy Agreement is for a period of two years commencing on 29 January 2011. MPH (through Mr Hogan) will provide its services for a minimum of three normal working days. Mr Hogan is entitled to four weeks’ annual leave, which may be taken without breaching the terms of the Hogan Consultancy Agreement with respect to the provision of services. No fees will be charged during this annual leave. The Company may at its sole discretion terminate the engagement: (a) If at any time MPH is or goes into liquidation or makes a composition or arrangement with creditors generally or takes advantage of any statute for the relief of insolvent debtors; or (b) If at any time MPH or Mr Hogan is (among other things), convicted of a major criminal offence, commits any serious or persistent breach of any of the provisions of the Hogan Consultancy Agreement, or, in the reasonable opinion of the Board, is absent in, or demonstrates incompetence with regard to the performance of his duties under the Hogan Consultancy Agreement, or is neglectful of his duties under the Hogan Consultancy Agreement or otherwise does not perform his duties under the Hogan Consultancy Agreement in a satisfactory manner; (c) for the following reasons: (i) if the Company considers that a material breach of its policy concerning the use and access to the internet has occurred; (ii) if MPH or Mr Hogan places information on the Company’s electronic email that is (among other things), discriminatory in nature, contains confidential information or is in breach of the Hogan Consultancy Agreement; or (iii) if MPH or Mr Hogan discloses, communicates, uses or misuses price-sensitive information without the prior written consent of the Board, except to the extent required by law to disclose; or (d) by giving written notice to MPH. MPH may terminate the engagement by giving the Company four months’ written notice.

12.1.4 Consultancy Agreement with Tony Crimmins The Company entered into a Consultancy Agreement with Top Cat Consulting Services Pty Limited (ACN 084 237 294) ( Top Cat ) ( Crimmins Consultancy Agreement ) on 1 January 2010. Under the Crimmins Consultancy Agreement, Tony Crimmins agrees to perform the role of Business Development Manager on behalf of Top Cat. The Company will pay Top Cap a consulting fee of $12,000 per month, based on a three -day week (which may increase upon agreement between the Company and Top Cat). The Crimmins Consultancy Agreement is for a period of 24 months, renewable monthly until such time as the engagement is terminated. The Company may terminate the engagement: (a) by giving three months’ written notice (or payment in lieu of notice if the Company deems in its sole and absolute discretion that Top Cat’s services are no longer required or Top Cat’s performance is inadequate, or Top Cat’s position becomes redundant); or (b) without prior notice if Top Cat is guilty of serious misconduct. Top Cat may terminate the engagement by giving at least seven days’ written notice to the Company.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 113 PROSPECTUS

12.1.5 Jatropha Master Agreement On 4 February 2010, the Company, Waterland International and Waterland Asia (together WG ) entered into the Jatropha Master Agreement, under which they established the joint venture entity, PT Jatoil Waterland ( Jatoil Waterland ), to own and operate the Jatropha Project. The financing needs of the Jatropha Project are to be jointly funded by the Company and WG through d contributions to Jatoil Waterland in the fixed proportions of 70% Company and 30% WG. No party can assign any right or obligation under the Jatropha Master Agreement without the prior written consent of the other party not to be unreasonably withheld or delayed. The Jatropha Master Agreement may be immediately terminated by a non-defaulting party giving notice to the other party: (a) if they have committed a material breach of the Jatropha Master Agreement and failed to remedy that breach within 30 days after notice is provided; (b) if they become bankrupt or insolvent; or (c) an event of force majeure occurs that prevents a party from performing its material obligations for a period of more than 270 days. If a party terminates the Jatropha Master Agreement owingdue to an event of default, the defaulting party is deemed to have unconditionally and irrevocably offered all of its shares for sale to the non-defaulting party at fair market value price as at the termination date. The defaulting party bears all costs in relation to determining fair market value, which will be final and binding on the parties. If the non-defaulting party does not purchase the defaulting party’s shares, the non-defaulting party may choose one or more third parties to whom those shares may be offered at a price not less than fair market value. When a default event occurs, the defaulting party shall have no further rights under the Jatropha Master Agreement. Any liability or obligation of a defaulting party accrued prior to and not discharged by the date of the sale of the shares shall survive the sale. If the non- defaulting party or elected third parties do not purchase the shares, the defaulting party may sell the shares at less than fair market value provided that the non-defaulting party has a right of first refusal to buy the shares on the same terms that such third party agrees to buy the shares from the defaulting party. The Jatropha Master Agreement is governed by the laws of Indonesia.

12.1.6 Jatropha Oil Sales and Purchase Agreement On 1 July 2010, Jatoil Waterland and Waterland International entered into the Oil Sales and Purchase Agreement under which Jatoil Waterland has agreed to sell to Waterland International Jatoil Waterland’s total annual tonnage of jatropha oil extracted from the jatropha plantations. The Jatropha Oil Sales and Purchase Agreement commenced on 1 July 2010 and continues for a four year period, unless terminated earlier by Waterland International on the occurrence of the usual default events by Jatoil Waterland. At the end of the four year period the agreement will then automatically terminate and may only be renewed upon prior written agreement between the parties. Prior to terminating on the basis of the above reasons, Waterland International must give Jatoil Waterland 15 days notice of its intention and specify the nature of the default. If Jatoil Waterland has not remedied the default within 15 days, Waterland International has the right to terminate. Waterland International also has the right to terminate on any change of legislation affecting or modifying any terms of the Jatropha Oil Sales and Purchase Agreement. The sale of jatropha oil is at an agreed minimum price of US$630 per tonne (ex processing and packaging in containers, land of Origin Certificates and export documents and all duties included). For prices achieved over US$630 per tonne by Waterland International, Waterland International will earn a 10% commission on every dollar achieved over and above US$630 per tonne. In the event that the minimum price for the duration of three

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 114 PROSPECTUS

consecutive months renders the Jatropha Oil Sales and Purchase Agreement uneconomic for either party, the parties will meet to discuss in good faith a new minimum price. The Jatropha Oil Sales and Purchase Agreement is governed by the laws of Indonesia, excluding the UN Convention on Contracts for the International Sale of Goods.

12.1.7 Waterland Services Agreement On 1 July 2010, Jatoil Waterland and Waterland International entered into the Waterland Services Agreement under which the parties agree that Waterland International would provide management services in respect of the plantation areas. The Waterland Services Agreement commenced on 1 July 2010 and continues for a 20 year period to 1 July 2030. At the conclusion of the 20 year duration there is an option to extend the agreement for an additional five years and, at the conclusion of that five year period, a further option to extend for an additional five years (totalling up to 30 years). The Waterland Services Agreement may be terminated early by either party in the event of a material breach or failure to make payments due under the Waterland Services Agreement. Further, Waterland International may terminate the Waterland Services Agreement in the event that it has not been paid for the first 1000 hectares of land by Jatoil Waterland.

Under the Waterland Services Agreement, Waterland International is responsible for: (a) performing day-to-day management of the plantation and processing activities such as training, organising and monitoring the performance of farmers; (b) conducting plantation establishment activities including planting the land and monitoring the condition of the trees and replacing failed trees; (c) aggregating yield data for the land under management; (d) delivering the harvested fruit to the oil processing centre; and (e) extracting the oil and packaging in a manner suitable for export. The oil extraction services are at an agreed price of US$65 per tonne of jatropha oil produced subject to annual adjustment based on the consumer price index. The plantation management services are at an agreed price of US$110/month for each representative farmer group that is a party to the Jatropha cooperation agreements (see Section 12.1.8). The Waterland Services Agreement is governed by the laws of Indonesia.

12.1.8 Jatropha cooperation agreements Jatoil Waterland has 23 cooperation agreements that establish the legal relationship between Jatoil Waterland, Perem Perhutani (Ministry of Forestry ) and the Lembaga Masyarakat Desa Hutan (LMDH , the local bodies representing farmers’ groups) relevant to each area, for the cultivation of jatropha. Each cooperation agreement covers a set area of land identified by its plot. In particular: (a) the Ministry of Forestry is responsible for organising the planting and management of the fields; (b) the LMDH are responsible for the growing, harvesting and delivery of the jatropha seed; and (c) Jatoil Waterland is responsible for the financing, extraction and sale of jatropha oil. The term of each cooperation agreement is for 20 years with an automatic and revolving renewal of the contract with a maximum period extension of two times five years unless mutually agreed otherwise as a signed addendum by the parties to the cooperation agreement. The contract will be evaluated annually in order to examine the process of the joint venture. Each cooperation agreement further sets out: (a) Technical provisions relating to the planting of jatropha seed, subsequent care of the jatropha plants and harvesting targets;

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 115 PROSPECTUS

(b) Profit sharing provisions , such that Jatoil Waterland will: (i) pay the agreed prices for dry seeds of 90% to farms, 10% to the Ministry of Forestry, and the Ministry of Forestrywill pay 5% of the 10% to the LMDH; (ii) share its profit earned in the international market (after deducting costs) in the following proportions: (A) Jatoil Waterland: 70%; and (B) Ministry of Forestry: 30%; and (iii) arrange the trading of carbon credits for the mentioned land areas, whereby the sharing will be divided (after deducting costs) in the following proportions: (A) Jatoil Waterland: 33%; (B) Ministry of Forestry: 33%; and (C) LMDH: 34%; (c) Rights and obligations of Jatoil Waterland , including (among other things), the obligations to: (i) purchase the farmers harvest, as well as export and trade the jatropha oil produced on the overseas market; (ii) provide the cost of jatropha plants to the Ministry of Forestry; and (iii) provide the jatropha maintenance costs where agreed in writing 30 days before the costs are incurred; and (d) Rights and obligations of the LMDH , including (among other things) the obligation to plant the beginning plantation under the supervision of both the Ministry of Forestry and Jatoil Waterland until the number of survival is at least 90% of the jatropha.

12.1.9 Patersons Securities Mandate Letter Patersons Securities has agreed to act as Lead Manager to the Public Offer on the terms and conditions set out in their letter dated 9 February 2011 ( Patersons Mandate Letter ). Patersons Securities' fees under the Patersons Mandate Letter consist of: (a) Lead Manager Fee: $30,000 (exclusive of GST) payable by the Company withinfive business days from presentation of a tax invoice; (b) Issue Management Fee: 1% of the gross amount raised under the Public Offer (exclusive of GST); and (c) Selling Fees: 4% of the gross amount raised under the Public Offer (exclusive of GST). All selling fees will be paid by Patersons from this fee. In addition to the above fees, Patersons Securities will require reimbursement of out-of-pocket expenses. Patersons will obtain the Company's consent prior to incurring any single expense greater than $2,000. In the event that the Company terminates the Patersons Mandate Letter, or Patersons Securities terminates the Patersons Mandate Letter for cause, in accordance with the terms of the engagement, Patersons Securities will be entitled to: (a) $30,000 as a termination fee; and (b) the reimbursement of any incurred or accrued expenses up to the date of termination. Patersons Securities' appointment may be terminated by the Company at any time before Patersons Securities has extended any 'firm commitment' offer to any investor to subscribe for Shares under the Public Offer: (a) if Patersons Securities fails to rectify any material breach of the engagement having been given 10 business days notice in writing by the Company of such breach having occurred; or

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 116 PROSPECTUS

(b) on a no fault basis within 10 business days notice in writing by the Company, provided in circumstances where the Company considers withdrawing from the proposed Public Offer or terminating the engagement as a result of dissatisfaction with the execution of the engagement by Patersons Securities, the Company must first provide Patersons Securities with reasonable verbal and written notice and an opportunity to rectify, to the Company's satisfaction, the qualify of service to be provided under the engagement. Patersons Securities may terminate the engagement at any time prior to allotment, on the occurrence of one or more of a number of specified default events.

12.1.10 Convertible Note Deeds Blackrock has entered into two convertible note deeds dated 6 September 2010 ( 2010 Facility ) and 21 February 2011 ( 2011 Facility ) with Jatoil to secure the repayment of funds loaned by Jatoil to Blackrock to support the on-going project acquisition, retirement of outstanding debts and general working capital requirements of Blackrock. Under the 2010 Facility, Jatoil has agreed to lend Blackrock a maximum of $750,000, which is to be provided in two tranches, namely; (a) $375,000 within two Business Days of the date of the Convertible Note Deed; and (b) $375,000 within two Business Days of Jatoil notifying Blackrock either that it is satisfied with its due diligence enquiries under the Heads of Agreement or, that it agrees to waive the due diligence condition under the Heads of Agreement. Under the 2011 Facility, a maximum amount of $350,000 is available to Blackrock and is to be provided as required. To secure repayment of the 2010 Facility and the 2011 Facility under the Convertible Note Deeds, Blackrock has issued Jatoil a convertible note for each Facility ( Notes ) evidenced by a certificate ( Note Certificates ). Under the Convertible Note Deeds, Jatoil may elect to convert, any or all, money owing under the Notes into Blackrock Shares by issuing a Conversion Notice and surrendering the Note. The issue of Blackrock Shares upon conversion of either of the Notes by Jatoil is subject to any shareholder approval of the Company that may be required under the Corporations Act or ASX Listing Rules ( Approval ). If the Approval is not obtained at a properly convened meeting of shareholders, then repayment of the monies owing under the relevant Facility (Monies Owing ) must occur within six months from the notification of conversion and the relevant Convertible Note Deed will come to an end. Upon conversion of either of the Notes, in full or in part, the Blackrock Shares will be issued within 10 Business Days of receipt of a conversion notice (if no Approval is required), or, if shareholder approval is required and has been obtained, within 10 Business Days of the meeting at which Approval was obtained, at an issue price of: (a) $0.03 per Blackrock Share under the 2010 Facility; and (b) $0.0049 per Blackrock Share under the 2011 Facility. Each Blackrock Share issued under the Notes will rank, from the date of conversion, in all respects pari passu with the then existing Blackrock Shares. Except as required by the Corporations Act, the Notes will not carry a right to vote at the Company meetings of Blackrock, nor will it carry an entitlement to participate in future issues of securities, prior to any conversion of the Notes into Blackrock Shares. Interest is payable on the Monies Owing from time to time under both the 2010 Facility and the 2011 Facility at the rate of 10% per annum calculated daily from the date of the Convertible Note Deeds until the Maturity Date and payable half yearly in arrears, with the first payment due within five Business Days of the end of the half year following the date of the Convertible Note Deed. If an Immediate Repayment Event (as defined under the Convertible Note Deeds) occurs, the Moneys Owing will be payable by Blackrock in full, in immediately available funds and Jatoil’s obligations to advance any part of the relevant Facility will cease. Examples of Immediate Repayment Events include:

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 117 PROSPECTUS

(a) If Blackrock breaches any provision of the Convertible Note Deed or any other agreement between it and Jatoil; (b) If Blackrock becomes insolvent; (c) If Blackrock alters its constitution other than as contemplated in the Acquisition without the prior written consent of Jatoil; (d) If Jatoil is of the opinion that there has been a substantial change in shareholding of Blackrock so as to result in an effective change in control of Blackrock, other than as contemplated in the Acquisition. The Notes will mature 180 days from the date that Jatoil notified Blackrock that it does not wish to proceed with the Acquisition ( Maturity Date ). If there are Monies Owing on the Maturity Date, Blackrock can elect to repay the same in immediately available funds, by issuing Blackrock Shares to Jatoil or a combination of both. On completion of the Acquisition, both the 2010 Facility and the 2011 Facility documented under the Convertible Note Deeds will be treated as intercompany loans.

12.1.11 Directors’ Deeds of Indemnity and Access to Documents

Each of the Directors has entered into an Indemnity, Insurance and Access Deed with the Company. Under the Deeds of Indemnity and Access to Documents, the Company provides certain indemnities to each Director to the maximum extent permitted by law, provided that the relevant Director has acted honestly and in good faith in the best interests of the Company. The Company is also required to maintain insurance policies for the benefit of the Director and must allow the Director to inspect Company documents in certain circumstances.

12.2 Blackrock contracts

12.2.1 CSB Share Purchase Agreement Blackrock has reached a conditional agreement with the shareholders of CSB to convert CSB into the status of a PMA Company, which will enable Blackrock (or its nominee) to directly purchase and hold 80% of the shares in CSB. To effect this, the following agreements have been executed: (a) the conditional CSB Share Purchase Agreement, pursuant to which 80% of the shares in CSB will be transferred from the existing shareholders of CSB (namely Mr Krisna Hadi Iskandar and Mrs Ade Haryani Tamir) to Blackrock (or its nominee), following conversion of CSB into the status of a PMA Company; and (b) the Tamir Consideration Agreement and Iskandar Consideration Agreement with the existing shareholders of CSB (namely Mr Krisna Hadi Iskandar and Mrs Ade Haryani Tamir), which set out the consideration to be paid to each of the shareholders of CSB under the CSB Share Purchase Agreement. The consideration payable to the shareholders of CSB is as follows: (a) Mrs Tamir—the consideration for the 50% of the total issued share capital of CSB to be sold by Mrs Tamir will be US$80,000. (b) Mr Iskandar—the consideration for the 30% of the total issued share capital of CSB to be sold by Mr Iskandar will be: (i) US$20,000; and (ii) subject to certain conditions: (A) 360,000 fully paid ordinary shares in Jatoil as part of the consideration to certain Blackrock Vendors to be issued by Jatoil to those Blackrock Vendors under the Share Sale Agreement; (B) 540,000 fully paid ordinary shares in Jatoil as part of the Performance Shares to certain Blackrock Vendors that may be issued by Jatoil to those Blackrock Vendors under the Share Sale Agreement;

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 118 PROSPECTUS

(C) a royalty of US$1 per metric tonne of coal sold from the Katingan Project (after deducting all taxies, levies, royalties, finance obligations and relevant capital expenditure attaching to revenue derived from the Katingan Project’s coal). (c) The shares in Jatoil referred to in paragraph (b) above forming part of the consideration payable to Mr Iskandar are to be instead issued to him at the direction of the BR Shareholders from the allotment of Consideration Shares to which the BR Shareholders may become entitled to under the Share Sale Agreement, and are referred to in this Prospectus as the Deferred Initial Consideration Parcel, Performance Tranche 1 Balance, Performance Tranche 2 Balance and Performance Tranche 3 Balance. For further information on the issue of the Consideration Shares (including the issue of the Deferred Initial Consideration Parcel, Performance Tranche 1 Balance, Performance Tranche 2 Balance and Performance Tranche 3 Balance), please refer to Section 4.4 of this Prospectus. The obligations of the parties are conditional on the following conditions having been fulfilled: (a) completion of due diligence to the satisfaction of Blackrock; (b) approval of the transaction contemplated by the CSB Share Purchase Agreement by the Board of Directors of Blackrock; (c) execution by the shareholders of CSB of resolutions approving: (i) transfer of shares in CSB and appointment of the directors and commissioners of Blackrock, as and when requested by Blackrock on execution of the CSB Share Purchase Agreement; (ii) amendment of the Articles of Association of CSB (where relevant), to provide for articles of association that are appropriate for a PMA Company; (iii) conversion of CSB into a PMA Company; (iv) increase in the authorised, issued and paid-up capital of CSB to such amount as may be required by the Capital Investment Coordinating Board ( Badan Koordinasi Penanaman Modal or BKPM ); (v) such other matters as are necessary for completion under the CSB Share Purchase Agreement; and (vi) the board of directors of CSB having published the proposed change in control of CSB as required by Law No.40/2007 re Limited Liability Companies of the Republic of Indonesia (Company Law ), and any creditor objections with respect to the proposed change in control of CSB having been settled in accordance with the Company Law; (d) a letter of recommendation having been issued by the Regent of Katingan with respect to the conversion of CSB into the status of a PMA Company; (e) approval by BKPM of the conversion of CSB into a PMA Company and the transfer of shares in CSB as contemplated under the CSB Share Purchase Agreement; and (f) all necessary consents, approvals and/or waivers from the relevant authorities in Indonesia for the transfer of shares in CSB as contemplated under the CSB Share Purchase Agreement.

12.2.2 Interim Agreement The proposed investment by Blackrock in the Atan Bara Project is by contractual arrangements, rather than an acquisition in equity. Blackrock, through its wholly-owned subsidiary Blackrock Energy Pte Limited ( Blackrock Singapore ) is in the process of establishing a PMA Company in Indonesia, PT Barata Energy ( Barata ). On 17 February 2011, Blackrock and Blackrock Singapore (together on behalf of Barata) entered into the Interim Agreement with ABS, pursuant to which: (a) subject to completion of due diligence by Blackrock in relation to the Atan Bara Project and the identification of an adequate quantity and quality of coal to the satisfaction of Blackrock:

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 119 PROSPECTUS

(i) Barata shall have exclusive rights to conduct coal mining in the Atan Bara Project; and (ii) Barata shall have exclusive rights to acquire, or market, all coal that is mined from the Atan Bara Project; (b) Barata and ABS will enter into the following contracts: (i) a mining services contract , pursuant to which Barata will have rights to conduct exploration and/or production activities in relation to the Atan Bara Project. To the extent that mining activities must be conducted by ABS itself, Barata will lease equipment, and second staff, into ABS for the purpose of the conducting of the mining services; and (ii) a coal offtake agreement , pursuant to which ABS grants to Barata the exclusive right to acquire, and sell, all coal that is mined from the Atan Bara Project; (c) ABS is entitled to receive a US$6 per metric tonne margin on sales of coal; (d) Barata shall make the following advances to ABS as loans: (i) IDR 1,750,000,000 upon execution of the Interim Agreement. Of this amount, ABS shall apply US$25,000 for the purpose of construction of the haulage road; (ii) IDR 1,500,000,000 within 48 hours of execution of the mining services agreement and coal offtake agreement referred to in subparagraph (b) above; and (iii) IDR 1,750,000,000 within 48 hours of loading of the first barge with coal; (e) ABS acknowledges that it has, prior to the date of the Interim Agreement, received IDR 1,500,000,000 from Blackrock as loan funding; and (f) The loan amounts referred to in subparagraphs (d) and (e) above shall be treated as a loan from Blackrock and/or Barata to be offset against the margin referred to in subparagraph (c) above at a rate of 50%. ABS shall refund in full the loan amounts in the event that mining activities are unable to be conducted in any part of the Atan Bara Project for any reason. The Interim Agreement is legally binding and will govern the relationship between the parties until such time as the mining services contract and coal offtake agreement referred to in subparagraph (b) above are executed.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 120 PROSPECTUS

13 Additional information

13.1 Rights attaching to Shares The rights, privileges and restrictions attaching to Shares can be summarised as follows:

13.1.1 General meetings Shareholders are entitled to be present in person, or by proxy, attorney or representative, to attend and vote at general meetings of the Company. Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution.

13.1.2 Voting rights Subject to any rights or restrictions for the time being attached to any class or classes of shares, at general meetings of shareholders or classes of shareholders: (a) each shareholder entitled to vote may vote in person or by proxy, attorney or representative; (b) on a show of hands, every person present who is a shareholder or a proxy, attorney or representative of a shareholder has one vote; and (c) on a poll, every person present who is a shareholder or a proxy, attorney or representative of a shareholder shall, in respect of each fully-paid share held by them, or in respect of which they are appointed a proxy, attorney or representative, have one vote for the share, but in respect of partly paid shares shall have such number of votes as bears the same proportion to the total of such shares registered in the shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

13.1.3 Dividend rights Subject to the rights of persons (if any) entitled to shares with special rights as to dividends, the Directors may declare a final dividend out of profits in accordance with the Corporations Act and may authorise the payment or crediting by the Company to the shareholders of such a dividend. The Directors may authorise the payment or crediting by the Company to the shareholders of such interim dividends that they may determine. Subject to the rights of persons (if any) entitled to shares with special rights as to dividend, all dividends are to be declared and paid according to the amounts paid or credited as paid on the shares in respect of which the dividend is paid. Interest may not be paid by the Company in respect of any dividend, whether final or interim.

13.1.4 Winding up If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as they consider fair on any property to be so divided, and may determine how the division is to be carried out as between the shareholders or different classes of shareholders. The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no shareholder is compelled to accept any shares or other securities in respect of which there is any liability. Where an order is made for the winding up of the Company or it is resolved by special resolution to wind up the Company, then on a distribution of assets to members, shares classified by ASX as restricted securities at the time of the commencement of the winding up shall rank in priority after all other shares.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 121 PROSPECTUS

13.1.5 Transfer of Shares Generally, shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia, and the transfer not being in breach of the Corporations Act or the ASX Listing Rules.

13.1.6 Variation of rights Pursuant to Section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of shareholders, vary or abrogate the rights attaching to shares. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of three-quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

13.2 Options A summary of the key terms of the Director Options and Executive Options on issue in the Company, the New Options to be issued under this Prospectus, and the proposed Loyalty Options is set out below:

13.2.1 Director Options (a) The issuance of the Options to Directors of the Company ( Director Options ) was approved by the Shareholders at a general meeting of the Company held on 26 October 2007; (b) The Director Options were granted for nil consideration and vested at the date of the Company’s initial public offering on 30 January 2008; (c) The Director Options are exercisable at $0.80 each (on post-Consolidation basis) at any time prior to 30 November 2011; (d) Each Director Option entitles the holder, when exercised, to one Share in the Company; (e) The Director Options are not transferrable; (f) If the holder ceases to be a Director, any Director Options that have not vested will immediately lapse, unless otherwise agreed by the Board; and (g) The Director Options carry no dividend or voting rights. Additional Directors Options were granted to Phil Hodgson as approved by the Shareholders at a general meeting of the Company held on 23 June 2009. These Director Options were granted for nil consideration, vested on issue and are exercisable at any time prior to 1 July 2012 at $0.276 each (on a post-Consolidation basis). Each of these Director Options entitles the holder to one Share in the Company, and carries no dividend or voting rights.

13.2.2 Executive Options (a) The issuance of the Options to Phil Hodgson ( Executive Options ) was approved by the Shareholders at a general meeting of the Company held on 17 November 2009; (b) Each Executive Option entitles the holder, when exercised, to one Share in the Company; (c) Subject to (d) below, the Executive Options are exercisable at any time prior to 31 December 2013 (Expiry Date ); (d) The Executive Options will vest and only be exercisable in tranches as follows: (i) 375,000 Executive Options exercisable at $0.80 each (on post-Consolidation basis) upon the expiry of 12 months from the date at which the Hodgson Consultancy Agreement is extended, and exercised on or before the Expiry Date;

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 122 PROSPECTUS

(ii) 250,000 Executive Options exercisable at $0.40 each (on post-Consolidation basis) upon the realisation of an investment in the Company and / or its subsidiaries, or a capital raising by the Company and or its subsidiaries, in excess of US$10,000,000 and exercised on or before the Expiry Date; (iii) 250,000 Executive Options exercisable at $0.80 each (on post-Consolidation basis) upon the realisation of an investment in the Company and / or its subsidiaries, or a capital raising by the Company and or its subsidiaries, in excess of US$20,000,000, and exercised on or before the Expiry Date; (iv) 250,000 Executive Options exercisable at $0.40 each (on post-Consolidation basis) upon the volume-weighted average price of the Company’s Shares as traded on ASX exceeding $0.80 for 20 consecutive Business Days, and exercised on or before the Expiry Date; and (v) 125,000 Executive Options exercisable at $0.80 each (on post-Consolidation basis) upon the volume-weighted average price of the Company’s Shares as traded on ASX exceeding $1.20 for 20 consecutive Business Days, and exercised on or before the Expiry Date. (e) The Executive Options are not transferrable; (f) If the Hodgson Consultancy Agreement is terminated by the Company with cause, all of the Executive Options that have not vested will immediately lapse (unless otherwise agreed to by the Company); and (g) The Executive Options carry no dividend or voting rights. Further details of the Director and Executive Options are set out in Section 2.7 of this Prospectus.

13.2.3 New Options Under the terms of the Public Offer, one free New Option will be issued for every two Shares allotted under the Public Offer. A summary of the key terms of the New Options offered under this Prospectus is set out below: (a) Each New Option entitles the holder to subscribe for and be allotted one Share on exercise of the New Option and payment to the Company of the exercise price. (b) Each New Option is exercisable at $0.25 during the period between the date of issue of the New Option and 5.00 pm (Sydney Time) on 1 March 2014. (c) The holder of the New Option may at any time during the exercise period give an exercise notice to the Company requiring the Company to issue Shares on exercise of the Options, accompanied by payment of the exercise price for each New Option exercised. (d) On exercise of New Options, the Company must allot to the holder the number of Shares for which the New Options are exercised within 10 Business Days of receipt of the exercise notice. (e) If Shares are quoted on ASX at the time of exercise of the New Options, the Company will make application to ASX for the number of Shares issued upon exercise of New Options within 10 Business Days of the allotment of those Shares. (f) A holder cannot participate in a new issue of securities in the Company without first exercising the New Options. Holders who exercise their New Options before the applicable record date for a new issue will be entitled to participate in the new issue. (g) If there is a bonus issue to the holders of Shares in the Company, the number of Shares over which each New Option is exercisable will be increased by the number of Shares that the Holder would have received under the bonus issue if the New Option had been exercised before the record date for the bonus issue. (h) Except as expressly set out in the terms, a holder of New Options does not have any right to change the exercise price of a New Option or the number of Shares over which a New Option can be exercised. (i) In the event of any reorganisation including subdivision, consolidation, reduction, return or cancellation of the issued capital of the Company on or prior to the expiry date, the rights of a holder of New Options

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 123 PROSPECTUS

will be changed to the extent necessary to comply with the applicable ASX Listing Rules governing reorganisations in force at the time of the reorganisation. (j) Subject to compliance with the ASX Listing Rules, an application will be made for official quotation of the New Options on ASX. (k) Shares allotted on exercise of Options will rank equally in all respects with all other issued Shares from the date of allotment and will be held subject to the constitution of the Company. The Company will apply to ASX to have these New Options listed, subject to meeting relevant criteria and compliance with the ASX Listing Rules.

13.2.4 Loyalty Options Subject to completion of the Blackrock Acquisition, the Company’s successful relisting on ASX and obtaining any necessary approvals, it is also the Company’s intention at the date of this Prospectus to make the Loyalty Offer within three months after the Company has relisted on ASX. The Loyalty Offer is proposed to comprise an offer of one Loyalty Option for every two Shares held by Eligible Shareholders on a record date to be determined by the Company at an issue price of $0.01 per Loyalty Option. The key terms of the proposed Loyalty Options are proposed to include the following: (a) each Loyalty Option will be issued at $0.01 per Loyalty Option; and (b) the Loyalty Options have an exercise price of $0.25 and an expiry date of 1 March 2014. The Company intends to apply to ASX for Official Quotation of the Loyalty Options on or about the time in which the Loyalty Offer is proposed to be made. There is no guarantee that these options will be able to be traded on the ASX.

13.3 Disclosure of interests Directors are not required under the Constitution to hold any Shares. As at the date of this Prospectus, the Directors and proposed director of the Company have relevant interests in Shares and Options (on a post- Consolidation basis) as set out in the following table:

Director / proposed director Shares Director Options Executive Options Ross Kestel Nil 125,000 Nil Phil Hodgson 156,250 125,000 1,250,000 Tom Hancock 87,500 125,000 Nil Alan Broome Nil Nil Nil

13.4 Remuneration The Constitution provides that the remuneration of non-executive Directors will be not more than the aggregate fixed sum determined by a general meeting. The aggregate remuneration for non-executive Directors has been set at an amount not to exceed $350,000 per annum. The only executive Director of the Company is Phil Hodgson. Mr Hodgson is the Chief Executive Officer of the Company and is paid a consulting fee of $18,000 per month through a nominee, Morgen Field. Mr Hodgson is paid a director’s fee of $4,000 per month in his capacity as a Director. The Company has also issued 5,000,000 Executive Options to Mr Hodgson under the Hodgson Consultancy Agreement on the terms summarised in Section 13.2.2 of this Prospectus. A summary of the Hodgson Consultancy Agreement is set out in Section 12.1.2 of this Prospectus. The cash fees paid to the Directors in the last two years and the fees that are currently proposed to be paid to the Directors (excluding superannuation) in relation to holding the position of a Director are set out below:

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 124 PROSPECTUS

Director Total prior 2 years Future 12 months ($) ($ pa) Ross Kestel 112,068 80,000 Phil Hodgson 96,000 48,000 Tom Hancock 103,430 54,000

In addition to remuneration, Directors are entitled to receive travelling and other expenses reimbursement that they properly incur in attending Directors’ meetings, attending any general meetings of the Company or in connection with the Company’s business.

13.5 Fees and benefits Other than as set out below or elsewhere in this Prospectus, no: (a) Director of the Company; (b) person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of this Prospectus; (c) promoter of the Company; or (d) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue, has, or had within two years before lodgement of this Prospectus with ASIC, any interest in: (e) the formation or promotion of the Company; (f) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the Offers; or (g) the Offers; and no amounts (whether in cash, Shares or otherwise) have been paid or agreed to be paid and no values or benefits have been given or agreed to be given to any of those persons as an inducement to become, or to qualify as, a Director of the Company or for services rendered in connection with the formation or promotion of the Company or the Offers under this Prospectus. Notwithstanding that they may be referred to elsewhere in this Prospectus: (a) Patersons Securities is the Lead Manager to the Public Offer. Patersons Securities will receive fees equal to $30,000 and an aggregate of 5% of the total capital raised in relation to the Public Offer. (b) Al Maynard & Associates Pty Limited has acted as Independent Geologist to the Company in relation to the Offers and has prepared the Independent Geologist’s Report, which has been included in Section 8 of this Prospectus. The Company estimates it will pay Al Maynard & Associates Pty Limited a total of approximately $17,000 for these services. Subsequently, fees will be charged in accordance with normal charge out rates. (c) Grant Thornton Corporate Finance Pty Limited has acted as Investigating Accountant and has prepared an Investigating Accountant’s Report, which has been included in Section 10 of this Prospectus. The Company estimates it will pay Grant Thornton Corporate Finance Pty Limited a total of $30,000 for these services. Subsequently, fees will be charged in accordance with normal charge out rates. (d) Brigitta I. Rahayoe & Partners has acted as the Indonesian legal adviser to the Company in relation to the Offers and has prepared the Solicitors’ report, which has been included in Section 9 of this Prospectus. The Company estimates it will pay Brigitta I. Rahayoe & Partners a total of approximately $24,000 for these services. Subsequently, fees will be charged in accordance with normal charge out rates. (e) Norton Rose Australia has acted as the Australian legal adviser to the Company in relation to the Offers. The Company estimates it will pay Norton Rose Australia $100,000 for these services. Subsequently, fees will be charged in accordance with normal charge out rates. (f) Security Transfer Registrars Pty Ltd has acted as the Share Registry for the Company.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 125 PROSPECTUS

13.6 Consents Each of the Directors and the proposed director has given and before lodgement of this Prospectus has not withdrawn their written consent to being named in this Prospectus.

Each of the parties referred to in this Section (other than Mr Alan Broome): (a) has not authorised or caused the issue of this Prospectus; (b) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section; and (c) to the maximum extent permitted by law, expressly disclaims all liability in respect of, makes no representation regarding and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement (if any) included in this Prospectus with the consent of that party as specified in this Section. Patersons Securities has given its written consent to being named as Lead Manager to the Public Offer in this Prospectus. Patersons Securities has not withdrawn its consent prior to lodgement of this Prospectus with ASIC. Al Maynard & Associates Pty Limited has given its written consent to being named as Independent Geologist to the Company in relation to the Offers in this Prospectus, to the inclusion of the Independent Geologist’s Report in Section 8 in the form and context in which the report is included and to the inclusion of the information in this Prospectus which relates to Exploration Results, Mineral Resources or Ore Reserves in the form and context in which that information is included. Al Maynard & Associates Pty Limited has not withdrawn its consent prior to lodgement of this Prospectus with ASIC. Brigitta I. Rahayoe & Partners has given its written consent to being named as the Indonesian legal adviser to the Company in relation to the Offers in this Prospectus and to the inclusion of the Solicitors’ report in Section 9 in the form and context in which the report is included. Brigitta I. Rahayoe & Partners has not withdrawn its consent prior to lodgement of this Prospectus with ASIC. Grant Thornton Corporate Finance Pty Limited has given its written consent to being named as Investigating Accountant to the Company in this Prospectus and to the inclusion of the Investigating Accountant’s Report in Section 10 in the form and context in which it is included. Grant Thornton Corporate Finance Pty Limited has not withdrawn its consent prior to lodgement of this Prospectus with ASIC. Norton Rose Australia has given its written consent to being named as the Australian legal adviser to the Company in relation to the Offers in this Prospectus. Norton Rose Australia has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC. Security Transfer Registrars Pty Ltd has given its written consent to being named the Company’s Share Registry in this Prospectus and has not withdrawn its consent prior to lodgement of this Prospectus with ASIC. Blackrock has given its written consent to being named in this Prospectus in the form and context in which it is named and has not withdrawn its consent prior to lodgement of this Prospectus with ASIC. Mr Alan Broome has given his written consent to being named as a proposed director in this Prospectus. Mr Alan Broome has not withdrawn his consent prior to the lodgement of this Prospectus with ASIC.

13.7 Restricted Securities Subject to the Company re-complying with Chapters 1 and 2 of the ASX Listing Rules, holders of certain Initial Consideration Shares, which are to be issued to Blackrock Vendors under the terms of the Share Sale Agreement, may be required to enter into agreements that restrict dealings in Shares held by them. These agreements will be entered into in accordance with the ASX Listing Rules and the requirements of ASX.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 126 PROSPECTUS

13.8 Expenses of the Offers The total expenses of the Offers (assuming $2,000,000 is raised) are estimated to be between $303,600 and $430,100, and are expected to be applied towards the items set out in the following table:

Item of expenditure Minimum subscription Maximum subscription ($) ($) ASX fees 49,500 49,500 Advisers’ fees and other expenses 232,100 358,600 Design, printing and promotion 22,000 22,000 Total 303,600 430,100

13.9 Litigation

As at the date of this Prospectus, the Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company.

13.10 Current Shareholders

The Company currently has a number of Shareholders, with only one Shareholder being a substantial holder, Sheng Run Holdings Group (Australia) Pty Limited (defined in this Prospectus as Sheng Run ), holding approximately 13% of the issued Shares.

Sheng Run is owned by Mr Li Xipeg, a Chinese electric power and road infrastructure developer. In addition to various private interests, Mr Li is the Chairman and Chief Executive Officer of the Nasdaq-listed China Infrastructure Investment Corporation (CIIC), a company that since 2006 has operated the Pinglin Expressway in China’s Henan province.

13.11 Electronic Prospectus

The Offers constituted by this Prospectus are available electronically only to investors in Australia accessing, downloading, printing or using the electronic version of this Prospectus within Australia. The Offers constituted by this Prospectus in electronic form are not available to investors outside Australia.

The Corporations Act prohibits any person from passing the Public Offer Application Form or Blackrock Offer Acceptance Form on to another person unless it is attached to or accompanying a complete paper copy of this Prospectus or a complete and unaltered electronic version of the Prospectus.

The Company reserves the right not to accept a Public Offer Application Form or Blackrock Offer Acceptance Form from a person if it has reason to believe that when that person was given access to the electronic Public Offer Application Form or Blackrock Offer Acceptance Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the relevant Public Offer Application Form or Blackrock Offer Acceptance Form. If you have not received an entire copy of this Prospectus or are unsure whether you have received an entire copy, please email the Company at [email protected] and the Company will send you, free of charge, either a hard copy or a further electronic copy of this Prospectus or both. Alternatively, persons in Australia may view and obtain a copy of this Prospectus from the Company’s website at www.jatoil.net.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 127 PROSPECTUS

13.12 Taxation

The acquisition and disposal of Shares in the Company will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisers accept no liability or responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 128 PROSPECTUS

14 Directors’ authorisation This Prospectus is dated 14 March 2011 and is issued by the Company and its issue has been authorised by a resolution of the Directors. As at the date of this Prospectus, to the best of their knowledge and belief and after due inquiry, the Directors have not become aware of any matters not disclosed in this Prospectus that in their opinion materially affect or are likely to affect in the future, the financial position or prospects of the Company. In accordance with Section 720 of the Corporations Act, each Director and proposed Director has consented in writing to the lodgement of this Prospectus with ASIC.

Philip Hodgson DIRECTOR FOR AND ON BEHALF OF JATOIL LIMITED

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 129 PROSPECTUS

15 Glossary

2010 Facility means the convertible note deed between Blackrock and the Company dated 6 September 2010. 2011 Facility means the convertible note deed between Blackrock and the Company dated 21 February 2011. A$ or $ means an Australian dollar. ABS means PT Atan Bara Sejahtera. Acquisition means the Blackrock Acquisition. adb means air dried basis. arb means as received basis. ASIC means the Australian Securities and Investments Commission. ASX means ASX Limited (ABN 98 008 624 691) or the Australian Securities Exchange (as the context requires). ASX Listing Rules means the official listing rules of ASX. ASX Settlement means ASX Settlement Pty Limited (ABN 49 008 504 532). Atan Bara Project means the tenement held under the entity of Pt Atan Bara Sejahtera, being its mining exploration permit IUP 545/15-IUP-EKS/EKONOMI/XII/2009. Barata means PT Barata Energy, being a proposed subsidiary of Blackrock. Blackrock means Blackrock Resources Pty Limited (ABN 75 138 468 489). Blackrock Acquisition means the acquisition by the Company of 100% of the issued share capital in Blackrock pursuant to the Share Sale Agreement. Blackrock Group means Blackrock and each of its subsidiaries. Blackrock Offer has the meaning given to that term in Section 4.1 of this Prospectus. Blackrock Offer Acceptance Form means the grey acceptance form accompanying this Prospectus relating to the Blackrock Offer. Blackrock Offer Close Date means 18 March 2011 or another date agreed between the parties to the Share Sale Agreement. Blackrock Projects means the Katingan Project and the Atan Bara Project. Blackrock Restructure means the following transactions: (a) PT Coal Soil Brik ( CSB ): (i) Blackrock, and/or a fully controlled subsidiary, has in place legally binding conditional agreements with CSB and the holders of all shares in CSB, namely Ade Haryani Tamir and Krisna Hadi Iskandar, comprising the CSB Share Purchase Agreement to purchase 80% of the shares of CSB for a total consideration of not more than (and comprising): (A) US$100,000 payable by Blackrock; (B) subject to the BR Shareholders being offered, and becoming unconditionally entitled to be issued, their Respective Proportions of the Initial Consideration Shares under the Prospectus as contemplated by the Share Sale Agreement, a proportion of the CSB Parcel, comprising 360,000 Initial Consideration Shares, calculated on a post- Consolidation basis, to be issued to the BR Shareholders or at their direction, to Krisna Hadi Iskandar in the proportions outlined in the Share Sale Agreement;

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 130 PROSPECTUS

(C) subject to the BR Shareholders being offered, becoming unconditionally entitled to be issued, their Respective Proportions of the Performance Shares under the Prospectus as contemplated by the Share Sale Agreement, a proportion of the CSB Parcel, comprising 540,000 Performance Shares, calculated on a post-Consolidation basis, to be issued to the BR Shareholders or at their direction, to Krisna Hadi Isknadar in the proportions outlined in the Share Sale Agreement; and (D) a royalty of US$1 per metric tonne of coal sold from the Katingan Project, payable by CSB; (ii) all conditions to be satisfied prior to completion under the terms of the CSB Share Purchase Agreement, to the extent that they are within the control of any of the parties to the CSB Share Purchase Agreement or other associated agreements, are fulfilled to the satisfaction of the Company; (iii) a joint venture agreement is executed between Blackrock, and/or a fully owned/controlled subsidiary, CSB and Ade Haryani Tamir and Krisna Hadi Iskdnar in connection with the conduct and operations of CSB and the relationship between the shareholders of that company, on terms and conditions that are satisfactory to the Company in its absolute discretion; and (iv) CSB has legally and fully terminated all prior arrangements and rights to the assets of CSB, including any and all mining and service agreements with PT Indonesia Mega Energy; and (b) PT Barata Energy ( Barata ): (i) Barata is incorporated (has been issued a BKPM and executed a Deed of Establishment, although sign-off by the Indonesian Ministry of Law may still be pending) by Blackrock Singapore; (ii) Barata executes the following legally binding contracts with ABS: (A) a mining service agreement; and (B) a coal offtake agreement; and (iii) Barata has legally and fully terminated the Interim Agreement after execution of the mining services agreement and coal offtake agreement; and (c) such other transactions as may be required to ensure that the Company validly holds directly or indirectly through intermediate entities all the interests in the Blackrock Projects. Blackrock Shares means all the issued shares in the capital of Blackrock. Blackrock Singapore means Blackrock Energy Pte Limited, being a subsidiary of Blackrock. Blackrock Vendors means each of the persons registered as a holder of Blackrock Shares in the register of members of Blackrock immediately prior to Completion under the Share Sale Agreement. Board means the board of Directors as constituted from time to time. BR Shareholders means Iceland Nominees Limited, George Calder Sim (in any capacity), HSBC Portfolio Nominees Pty Limited and Anthony Stephen Crimmins. Business Day means a week day when trading banks are ordinarily open for business in Sydney, New South Wales. Capital Raising means the proposed raising of up to $2,000,000, with a minimum raising of $1,000,000 under this Prospectus pursuant to the Public Offer. CHESS means Clearing House Electronic Sub-register System, which is operated by ASX Settlement, a wholly owned subsidiary of ASX. CJO means crude jatropha oil. Closing Date means the closing date of the Public Offer as set out in Section 2.3.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 131 PROSPECTUS

Company means Jatoil. Completion means completion of the Acquisition in accordance with the Share Sale Agreement. Completion Date means, the earliest of the following dates: (a) 31 March 2011; (b) five business days after the date on which the last of the Conditions is satisfied or waived; or (c) another date agreed in writing by representatives of the Blackrock Vendors and Jatoil; Conditions Date means 31 March 2011, or such other date as may be agreed in writing by the parties to the Share Sale Agreement. Conditions Precedent means the conditions to the Completion of the Acquisition, which are set out in the Share Sale Agreement and summarised in Section 12.1.1 of this Prospectus. Consideration Shares means Initial Consideration Shares and the Performance Shares. Consolidation means the consolidation of the issued securities of the Company, approved by the Company at the General Meeting on the basis that: (a) every four Shares be consolidated into one Share; and (b) every four Options be consolidated into one Option with the exercise price amended in inverse proportion to that ratio, and where this consolidation ratio would otherwise result in a fractional entitlement to a Share or Option (as the case may be), that fractional entitlement be rounded up to the nearest whole Share or Option (as the case may be). Constitution means the constitution of the Company. Convertible Note Deeds means the 2010 Facility and the 2010 Facility, and Convertible Note Deed means any one such Convertible Note Deed. Corporations Act means the Corporations Act 2001 (Cth). Crimmins Consultancy Agreement means the consultancy agreement dated 1 January 2011 between the Company and Top Cat Consulting Services Pty Limited. CSB means PT Coal Soil Brik, being a subsidiary of Blackrock. CSB Parcel means the Deferred Initial Consideration Parcel, Performance Tranche 1 Balance, Performance Tranche 2 Balance and Performance Tranche 3 Balance. CSB Share Purchase Agreement means the share sale purchase agreement dated 7 December 2010 between Ade Haryani Tamir, Krisna Hadi Iskandar, Blackrock and CSB. CSB Transaction Completion means completion of the acquisition of 80% of the issued share capital of CSB in accordance with the CSB Share Purchase Agreement. Deferred Initial Consideration Parcel means 360,000 Initial Consideration Shares, comprising a proportion of those Initial Consideration Shares to be issued to the BR Shareholders on Completion of the Blackrock Acquisition in the following proportions: (a) Iceland Nominees Ltd – 146,230 Initial Consideration Shares; (b) George Calder Sim as trustee of the Elm Unit Trust – 112,804 Initial Consideration Shares; (c) HSBC Portfolio Nominees Pty Limited – 64,053 Initial Consideration Shares; and (d) Anthony Stephen Crimmins – 36,913 Initial Consideration Shares. Director Option means an option to subscribe for a Share, pursuant to the terms summarised in Section 13.2. Directors means the directors of the Company at the date of this Prospectus.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 132 PROSPECTUS

Eligible Shareholder means registered holders of Shares as at the Loyalty Offer Record Date with registered addresses in Australia or New Zealand. Executive Option means an option to subscribe for a Share, pursuant to the terms summarised in Section 13.2. Executive Share means a Share issued under the Company’s Employee Share Plan. Exploration Target means an exploration target in terms of paragraph 18 of the JORC Code. Exposure Period means the period of seven days after the date of lodgement of this Prospectus, which period may be extended by ASIC by not more than seven days pursuant to Section 727(3) of the Corporations Act. Figures means the figures, amounts, percentages, estimates, calculations of value and fractions in this Prospectus. GAAP means Generally Accepted Accounting Principles, a common set of accounting principles, standards and procedures. gar means gross as received. General Meeting means the general meeting of the Shareholders held on 10 February 2011. Heads of Agreement means the conditional agreement between the Company and Blackrock relating to the Acquisition. Hodgson Consultancy Agreement means the consultancy agreement dated 23 September 2009 between the Company, A.C.N. 125 537 368 Pty Limited trading as Morgen Field Consulting and Management Services and Philip Hodgson. Hogan Consultancy Agreement means the consultancy agreement dated 29 January 2011 between the Company and Paul Hogan. IDR means Indonesian rupiah. Initial Consideration Shares means 25,000,000 Shares offered to the Blackrock Vendors under this Prospectus and to be issued to the Blackrock Vendors subject to Completion of the Blackrock Acquisition and on the terms set out in the Blackrock Offer. Interim Agreement means the interim agreement dated 17 February 2011 between Blackrock, Blackrock Singapore and ABS. Iskandar Consideration Agreement means the consideration agreement dated 23 February 2011 between Blackrock, Mr Krisna Hadi Iskandar and the BR Shareholders. IUP means Izin Usaha Pertambangan , which roughly translates as ‘mining permission’. Jatoil means Jatoil Limited (ABN 31 122 826 242), which is to renamed Jatenergy Limited upon completion of the Blackrock Acquisition. Jatoil Group means Jatoil and each of its subsidiaries and, unless the context otherwise requires, includes the Blackrock Group. Jatoil Group Entity means any one such entity . Jatoil Waterland means PT Jatoil Waterland. Jatropha Cooperation Agreements means the cooperation agreements between Jatoil Waterland, the Ministry of Forestry and the LMDH. Jatropha Master Agreement means the master agreement dated 4 December 2010 between the Company, Waterland International and Waterland Asia relating to the Jatropha Project. Jatropha Oil Sales and Purchase Agreement means the jatropha oil sales and purchase agreement dated 1 July 2010 between Jatoil Waterland and Waterland International.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 133 PROSPECTUS

Jatropha Project means the Purwodadi Jatropha Project, being a high technology, jatropha nursery, production centre and commercial size jatropha plantation in Purwodadi, Indonesia. JORC Code means the Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves. Katingan Project means the tenement held under the entity of CSB, being its mining exploration permit 540/122/KPTS/IV/2010. kT means one thousand metric tonnes. KP means Kuasa Pertambangan , which roughly translates as ‘mining authority’. LMDH means the Lembaga Masyarakat Desa Hutan , being the local bodies representing farmers’ groups. Loyalty Offer means a proposed offer of one Loyalty Option for every two Shares held by Eligible Shareholders on the Loyalty Offer Record Date. Loyalty Offer Record Date means a record date to be determined in connection with the Loyalty Offer. Loyalty Option means an option to subscribe for one Share exercisable at $0.25 and on terms to be determined by the Company. Material Adverse Change means in relation to an entity of the Blackrock Group or the Company (as the context requires), one or more occurrences or matters individually or in aggregate that: (a) have or could reasonably be expected to have a material adverse effect on the business, assets, financial condition, prospects or results of operations of the Company or Blackrock (as the context requires), taken as a whole; or (b) prevent the Blackrock Vendors or the Company from performing their obligations under the Share Sale Agreement. Majority Blackrock Vendors means Iceland Nominees Limited, George Calder Sim, HSBC Portfolio Nominees Pty Limited, Tag Mining Services Pte Limited, Fourthplan Investments Pty Limited, Winning Corporate Services Pty Limited and Anthony Stephen Crimmins. Ministry of Forestry means Perem Perhutani , the forestry department of the Indonesian government. Minority Blackrock Vendors means the Blackrock Vendors other than the Majority Blackrock Vendors. Morgen Field means A.C.N. 125 537 368 Pty Limited, trading as Morgen Field Consulting and Management Services. MPH means MPH Business Services Pty Limited (ACN 147 977 571). Mt means one million metric tonnes. New Option means an option to subscribe for one Share exercisable at $0.25 and expiring on 1 March 2014 and on the terms set out in Section 13.2.3 of this Prospectus. Offers means the Public Offer and the Blackrock Offer. Official List means the Official List of ASX. Official Quotation means official quotation by ASX in accordance with the ASX Listing Rules. Option means an option to subscribe for a Share. Option holder means the holder of an Option. Patersons Mandate Letter means the engagement letter from Patersons Securities dated 9 February 2011. Patersons Securities means Patersons Securities Limited (ABN 69 008 896 311). Performance Milestone 1 means the achievement by the Blackrock Group at its first coal mine in Indonesia of: (a) production of 20,000 tonnes per month for three consecutive months; and

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 134 PROSPECTUS

(b) either: (i) an indicated JORC mineral resource in excess of 750,000 tonnes; or (ii) drilling a sufficient resource so that an offtake pre-prepayment is secured; Performance Milestone 2 means the achievement by the Blackrock Group at its second coal mine in Indonesia of: (a) production of 20,000 tonnes per month for three consecutive months; and (b) either: (i) an indicated JORC mineral resource in excess of 1,000,000 tonnes; or (ii) drilling a sufficient resource so that an offtake pre-prepayment is secured; Performance Milestone 3 means the achievement by the Blackrock Group of an indicated JORC mineral resource of 40,000,000 tonnes at its Indonesian coal projects. Performance Milestones means Performance Milestone 1, Performance Milestone 2 and Performance Milestone 3 which must be achieved before the Blackrock Vendors become entitled to their respective proportions of the relevant Performance Shares as detailed in Section 4 of this Prospectus. Performance Shares means up to 37,500,000 Shares offered to the Blackrock Vendors under this Prospectus and to be issued to the Blackrock Vendors subject to Completion of the Acquisition and on the Company achieving the Performance Milestones, details of which are set out in Section 12.1.1 of this Prospectus. Performance Tranche 1 means 12,500,000 Shares. Performance Tranche 1 Balance means 180,000 Performance Shares, comprising a proportion of Performance Tranche 1 to be issued to the BR Shareholders under the terms of the Blackrock Offer. Performance Tranche 2 means 12,500,000 Shares. Performance Tranche 2 Balance means 180,000 Performance Shares, comprising a proportion of Performance Tranche 2 to be issued to the BR Shareholders under the terms of the Blackrock Offer. Performance Tranche 3 means 12,500,000 Shares. Performance Tranche 3 Balance means 180,000 Performance Shares, comprising a proportion of Performance Tranche 3 to be issued to the BR Shareholders under the terms of the Blackrock Offer. PMA Company means a foreign investment company ( Penanaman Modal Asing ) under the laws of the Republic of Indonesia. Project Area means the area covered by the permits covered by the agreements referred to in the Solicitors’ Report in Section 9 of this Prospectus. Prospectus means this replacement prospectus. Public Offer has the meaning given to that term in Section 3.1 of this Prospectus. Public Offer Application Form means the green application form accompanying this Prospectus relating to the Public Offer. Respective Proportions means the respective proportions in which the Blackrock Vendors are entitled to share in the Consideration Shares. Securities means the Shares and one free attaching New Option for each two Shares offered pursuant to this Prospectus. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a holder of Shares. Share Registry means Security Transfer Registrars Pty Limited (ABN 95 008 894 488).

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 135 PROSPECTUS

Share Sale Agreement means the agreement dated 3 March 2011 between the Company, Blackrock, the Blackrock Vendors and others relating to the Acquisition. Sheng Run means Sheng Run Holdings Group (Australia) Pty Limited (ACN 122 062 211). Spinifex means Spinifex Rural Management Pty Limited (ABN 44 130 508 324). Spinifex Transaction means the proposed transaction described in Section 5.6. Spinifex Project means the coal exploration permits and permit applications in the Galilee Basin in central Queensland held by Spinifex. Sydney Time means time as observed in Sydney, New South Wales. Tamir Consideration Agreement means the consideration agreement dated 7 December 2010 between Blackrock and Mrs Ade Haryani Tamir. Third Party Rights means mortgages, charges, liens, encumbrances and adverse interests of any nature (whether legal or otherwise). Top Cat means Top Cat Consulting Services Pty Limited (ACN 084 237 294). US$ means a United States dollar. Waterland Asia means PT Waterland Asia Bio Ventures. Waterland International means PT Waterland International. Waterland Services Agreement means the services agreement dated 1 July 2010 between Jatoil Waterland and Waterland International. WG means Waterland International and Waterland Asia.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited JATOIL LIMITED ABN 31 122 826 242 136 PROSPECTUS

16 Corporate directory

Directors Mr Ross Kestel (Interim Chairman and non-executive Director) Lead Manager to the Public Offer Dr Phil Hodgson (CEO, Executive Director) Mr Tom Hancock (non-executive Director) Patersons Securities Limited Level, 23 Exchange Plaza, Company Secretary (part-time) 2 The Esplanade, Mr Emmanuel Correia Perth, WA, 6000 Australian Business Number 31 122 826 242 Australian Solicitors to the Company Norton Rose Australia Registered and Principal Office GPO Box 3872 SYDNEY NSW 2001 Floor 6, Suite 8 55 Miller Street Level 18 PYRMONT NSW 2009 Grosvenor Place Tel 02 9571 8300 225 George Street Fax 02 9571 8200 SYDNEY NSW 2000

Email [email protected] Indonesian Legal Advisers to the Company Web www.jatoil.net Brigitta I. Rahayoe & Partners Suite 701, 7th Floor Media contact Indofood Tower, Sudirman Plaza Alan Deans JI. Jend. Sudirman Kav. 76–78 Last Word Corporate Communications Jakarata 12910 Suite 506, 3 Spring Street Indonesia SYDNEY NSW 2000 Mob 0427 490 992 Independent Geologist Email [email protected] Al Maynard & Associates Pty Limited Consulting Geologists Investigating Accountant 9/280 Hay Street Grant Thornton Corporate Finance Pty Limited SUBIACO WA 6008 Level 17, 383 Kent Street SYDNEY NSW 2000 PO Locked Bag Q800 QVB Post Office SYDNEY NSW 1230

Share Registry* Security Transfer Registrars 770 Canning Highway APPLECROSS WA 6153 Tel 08 9315 2333 Fax 08 9315 2233 * This entity is included for information purposes. It was not involved in the preparation of this Prospectus.

This is a replacement prospectus dated 14 March 2011. It replaces a prospectus dated 7 March 2011, relating to the shares of Jatoil Limited

JATENERGY LIMITED ABN 31 122 826 242 PUBLIC OFFER APPLICATION FORM THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

SHARE REGISTRY: Security Transfer Registrars Pty Ltd BROKER STAMP All Correspondence to: JATOIL LIMITED PO BOX 535, APPLECROSS WA 6953 ABN: 31 122 826 242 770 Canning Highway, APPLECROSS WA 6153 T: +61 8 9315 2333 F: +61 8 9315 2233 E: [email protected] Broker Code W: www.securitytransfer.com.au Advisor Code The securities to which this application form (Public Offer Application Form) relates are fully paid ordinary shares (Shares) and options to subscribe for Shares (Options) (together the Securities) in the capital of Jatoil Limited (Company). A replacement prospectus containing information regarding an investment in Securities was lodged with the Australian Securities and Investments Commission on 14 March 2011 (Prospectus). It is advisable to read the Prospectus before applying for Securities. Any person who gives another person access to this Public Offer Application Form must at the same time and by the same means give the other person access to the Prospectus. While the Prospectus is current, the Company will send paper copies of the Prospectus and this Public Offer Application Form to any person on request and without charge. PLEASE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS PUBLIC OFFER APPLICATION FORM Before completing this Public Offer Application Form you should read the accompanying Prospectus and the instructions overleaf. Please print using BLOCK LETTERS.

I/We apply for: I/We lodge full application of monies of: Shares at AUD $0.20 per share , , or such lesser number of Shares A $ , , . which may be allocated to me/us by their Directors. BSB: Cheque Number: Cheque Details: Full Name of Applicant / Company - Title (e.g.: Dr, Mrs) Given Name(s) or Company Name

Joint Applicant #2 Title (e.g.: Dr, Mrs) Given Name(s) or Company Name

Joint Applicant #3 Title (e.g.: Dr, Mrs) Given Name(s) or Company Name

Account Designation (e.g.: THE SMITH SUPER FUND A/C) < > Postal Address Unit Street Number Street Name or PO BOX / Suburb/Town/City State Postcode

Country Name (if not Australia)

CHESS HIN (where applicable) X If an incorrect CHESS HIN has been provided (e.g.: incorrect number, registration details do not match those registered) any securities issued will be held on the Issuer Sponsored subregister. Contact Name Contact Number ( ) Email Address

@ Tax File Number / Australian Business Number Tax File Number of Security Holder #2 (Joint Holdings Only)

Declaration and Statements: REGISTRY DATE STAMP (1) I/We declare that all details and statements made by me/us are complete and accurate. (2) I/We agree to be bound by the Terms & Conditions set out in the Prospectus and by the Constitution of the Company. (3) I/We authorise the Company to complete and execute and documentation necessary to effect the issue of Securities to me/us. (4) I/We have received personally a copy of the Prospectus accompanied by or attached to this Public Offer Application form, or a copy of the Public Offer Application Form or a direct derivative of the Public Offer Application Form before applying for the Securities. (5) I/We acknowledge that returning the Public Offer Application Form with the application monies will constitute my/our offer to subscribe for Securities in E & O.E. the Company and that no notice of acceptance of the Public Offer Application Form will be provided. 67676633008855994488 66776633008855994488 1 TO MEET THE REQUIREMENTS OF THE CORPORATIONS ACT, THIS PUBLIC OFFER APPLICATION FORM MUST NOT BE HANDED TO ANY PERSON UNLESS IT IS ATTACHED TO OR ACCOMPANIED BY THE PROSPECTUS DATED 14 MARCH 2011 AND ANY RELEVANT SUPPLEMENTARY PROSPECTUS. This Public Offer Application Form relates to the Public Offer of Fully Paid Shares in Jatoil Limited pursuant to the Prospectus dated 14 March 2011.

GUIDE TO THE PUBLIC OFFER APPLICATION FORM

Application for Securities Cheque Details This Public Offer Application Form must be completed in accordance with the Make cheques payable to 'Jatoil Limited-Share Offer Account' in Australian currency instructions included in the Prospectus. and cross them 'Not Negotiable'. Cheques must be drawn on an Australian Bank. The amount of the cheque(s) should agree with the amount shown on this Public Name of Applicant Offer Application Form. Write the Applicant's full name. This must be either an individual's name or the name of a company. Refer to the bottom of this page for the correct form of Cheques will be processed on the day of receipt. Sufficient cleared funds must be registrable title. Public Offer Applications using an incorrect form of registrable title held in your account as cheques returned unpaid may not be re-presented and may may be rejected. result in your Public Offer Application being rejected. Pin (do not staple) your cheque(s) to this Public Offer Application Form. Cash will not be accepted. Receipt Name of Joint Applicants or Account Designation for payment will not be forwarded. Up to three joint Applicants may register. If applicable, provide details of the account designation in brackets. Refer to the bottom of this page for instructions on the Declaration correct form of registrable title. This Public Offer Application Form does not need to be signed. By lodging this Public Offer Application Form and a cheque for the application money, you hereby: Address - apply for the number of Shares specified in this Public Offer Application Form Enter your postal address for all correspondence. If the address is not within or such lesser number as may be allocated by the Directors; Australia, specify the country after the city, suburb or town. - agree to be bound by the constitution of the Company; - authorise the Directors of the Company to complete or amend this Public Offer Contact Details Application Form where necessary to correct any errors or omissions; Enter a contact name and daytime telephone number so that the Company can - acknowledge that you have received a copy of the Prospectus attached to this contact you if there are any problems with your Public Offer Application. Public Offer Application Form or a copy of this Public Offer Application Form before applying for the Shares; and CHESS HIN or existing SRN Details - acknowledge that you will not provide another person with this Public Offer The Company participates in CHESS. If you are already a participant in this system, Application Form unless it is attached to or accompanied by the Prospectus. you may enter your existing CHESS HIN. If you are an existing shareholder with an issuer sponsored account, you may enter your SRN. If you leave this section blank, If an applicant has any questions on how to complete this Public Offer Application you will receive a new issuer sponsored account and statement. Form, please telephone Security Transfer Registrars Pty Ltd on (08) 9315 2333

LODGMENT OF THIS PUBLIC OFFER APPLICATION FORM Completed Public Offer Application Forms and cheques must be: Posted to: OR Delivered to: Jatoil Limited Jatoil Limited C/- Security Transfer Registrars Pty Ltd C/- Security Transfer Registrars Pty Ltd PO Box 535 770 Canning Highway APPLECROSS WA 6953 APPLECROSS WA 6153 Cheques should be made payable to 'Jatoil Limited - Share Offer Account' and crossed 'Not Negotiable'. Completed Public Offer Application Forms must reach one of the above addresses by no later than 5.00pm (Sydney Time) on the Closing Date which may be changed immediately after the Opening Date at any time and at the discretion of the Company.

CORRECT FORM OF REGISTRABLE TITLE Only legal entities are allowed to hold securities. Each Public Offer Application Form must be in the name(s) of one or more natural persons, companies or other legal entities acceptable to the Company. At least one full given name and a surname is required for each natural person. Public Offer Application Forms cannot be completed by persons under 18 years of age. Examples of the correct form of registrable title are set out below

TYPE OF INVESTOR CORRECT INCORRECT Individual Mr John Alfred Smith J A Smith Use given names in full, not initials.

Company ABC Pty Ltd ABC P/L or ABC Co Use the company's full title, not abbreviations.

Joint Holdings Mr Peter Robert Williams & Peter Robert & Use full and complete names. Ms Louise Susan Williams Louise S Williams

Trusts Mrs Susan Jane Smith Sue Smith Family Trust Use trustee(s) personal name(s), Do not use the name of the trust.

Deceased Estates Ms Jane Mary Smith & Estate of Late John Smith Use the executor(s) personal name(s). Mr Frank William Smith or John Smith Deceased

Minor (a person under the age of 18) Mr John Alfred Smith Master Peter Smith Use the name of a responsible adult with an appropriate designation.

Partnerships Mr John Robert Smith & John Smith and Son Use the partners' personal names. Do not use the name of the partnership. Mr Michael John Smith Superannuation Funds Use the name of the trustee(s) of the super fund. Jane Smith Pty Ltd Jane Smith Pty Ltd Superannuation Fund PRIVACY STATEMENT Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form. 555858885555000000888855559999444444 BLACKROCK OFFER ACCEPTANCE FORM THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

SHARE REGISTRY: Security Transfer Registrars Pty Ltd BROKER STAMP All Correspondence to: JATOIL LIMITED PO BOX 535, APPLECROSS WA 6953 ABN: 31 122 826 242 770 Canning Highway, APPLECROSS WA 6153 T: +61 8 9315 2333 F: +61 8 9315 2233 E: [email protected] Broker Code W: www.securitytransfer.com.au Advisor Code The securities to which this Acceptance Form (Blackrock Offer Acceptance Form) relates are fully paid ordinary shares (Shares) in the capital of Jatoil Limited (Company). A replacement prospectus containing information regarding an investment in Shares was lodged with the Australian Securities and Investments Commission on 14 March 2011 (Prospectus). It is advisable to read the Prospectus before applying for Shares. Any person who gives another person access to this Blackrock Offer Acceptance Form must at the same time and by the same means give the other person access to the Prospectus. While the Prospectus is current, the Company will send paper copies of the Prospectus and this Blackrock Offer Acceptance Form to any person on request and without charge. PLEASE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS BLACKROCK OFFER ACCEPTANCE FORM Before completing this Blackrock Offer Acceptance Form you should read the accompanying Prospectus and the instructions overleaf. Please print using BLOCK LETTERS.

I/We apply for: , , which may be allocated to me/us by their Directors.

Full Name of Blackrock Vendor Title (e.g.: Dr, Mrs) Given Name(s) or Company Name

Joint Blackrock Vendor #2 Title (e.g.: Dr, Mrs) Given Name(s) or Company Name

Joint Blackrock Vendor #3 Title (e.g.: Dr, Mrs) Given Name(s) or Company Name

Account Designation (e.g.: THE SMITH SUPER FUND A/C) < > Postal Address Unit Street Number Street Name or PO BOX / Suburb/Town/City State Postcode

Country Name (if not Australia)

@ Tax File Number / Australian Business Number Tax File Number of Security Holder #2 (Joint Holdings Only)

Declaration and Statements: REGISTRY DATE STAMP (1) I/We declare that all details and statements made by me/us are complete and accurate. (2) I/We agree to be bound by the Terms & Conditions set out in the Prospectus and by the Constitution of the Company. (3) I/We authorise the Company to complete and execute and documentation necessary to effect the issue of Securities to me/us. (4) I/We have received personally a copy of the Prospectus accompanied by or attached to this Blackrock Offer Acceptance Form, or a copy of the Blackrock Offer Acceptance Form or a direct derivative of the Blackrock Offer Acceptance Form before applying for the Securities. (5) I/We acknowledge that returning the Blackrock Offer Acceptance Form will constitute my/our offer to subscribe for Securities in the Company and that E & O.E. no notice of acceptance will be provided. 26260055337755886622 22660055337755886622 1 TO MEET THE REQUIREMENTS OF THE CORPORATIONS ACT, THIS BLACKROCK OFFER ACCEPTANCE FORM MUST NOT BE HANDED TO ANY PERSON UNLESS IT IS ATTACHED TO OR ACCOMPANIED BY THE PROSPECTUS DATED 14 MARCH 2011 AND ANY RELEVANT SUPPLEMENTARY PROSPECTUS. This Blackrock Offer Acceptance Form relates to the Blackrock Offer of Fully Paid Shares in Jatoil Limited pursuant to the Prospectus dated 14 MARCH 2011. GUIDE TO THE BLACKROCK OFFER ACCEPTANCE FORM

Acceptance of Shares This Blackrock Offer Acceptance Form must be completed in accordance with Declaration the instructions included in the Prospectus. This Blackrock Offer Acceptance Form does not need to be signed. By lodging this Blackrock Offer Acceptance Form, you hereby: Name of Blackrock Vendor - apply for the number of Shares specified in this Blackrock Offer Acceptance Write the vendor's full name. This must be either an individual's name or the Form or such lesser number as may be allocated by the Directors; name of a company. Refer to the bottom of this page for the correct form of - agree to be bound by the constitution of the Company; registrable title. Acceptances using an incorrect form of registrable title may be - authorise the Directors of the Company to complete or amend this Blackrock rejected. Offer Acceptance Form where necessary to correct any errors or omissions; - acknowledge that you have received a copy of the Prospectus attached to this Name of Joint Blackrock Vendor or Account Designation Blackrock Offer Acceptance Form or a copy of this Blackrock Offer Up to three joint vendors may register. If applicable, provide details of the Acceptance Form before applying for the Shares; and account designation in brackets. Refer to the bottom of this page for instructions - acknowledge that you will not provide another person with this Blackrock Offer on the correct form of registrable title. Acceptance Form unless it is attached to or accompanied by the Prospectus. Address Enter your postal address for all correspondence. If the address is not within If a vendor has any questions on how to complete this Blackrock Offer Acceptance Australia, specify the country after the city, suburb or town. Form, please telephone Security Transfer Registrars Pty Ltd on (08) 9315 2333

Contact Details Enter a contact name and daytime telephone number so that the Company can contact you if there are any problems with your acceptance.

CHESS HIN or existing SRN Details The Company participates in CHESS. If you are already a participant in this system, you may enter your existing CHESS HIN. If you are an existing shareholder with an issuer sponsored account, you may enter your SRN. If you leave this section blank, you will receive a new issuer sponsored account and statement.

LODGMENT OF BLACKROCK OFFER ACCEPTANCE FORM Completed Blackrock Offer Acceptance Forms must be: Posted to: OR Delivered to: Jatoil Limited Jatoil Limited C/- Security Transfer Registrars Pty Ltd C/- Security Transfer Registrars Pty Ltd PO Box 535 770 Canning Highway APPLECROSS WA 6953 APPLECROSS WA 6153 Completed Blackrock Offer Acceptance Forms must reach one of the above addresses by no later than 5.00pm (Sydney Time) on the 18 March 2011 or other date notified by the Company.

CORRECT FORM OF REGISTRABLE TITLE Only legal entities are allowed to hold securities. Each Blackrock Offer Acceptance Form must be in the name(s) of one or more natural persons, companies or other legal entities acceptable to the Company. At least one full given name and a surname is required for each natural person. Blackrock Offer Acceptance Forms cannot be completed by persons under 18 years of age. Examples of the correct form of registrable title are set out below

TYPE OF INVESTOR CORRECT INCORRECT Individual Mr John Alfred Smith J A Smith Use given names in full, not initials.

Company ABC Pty Ltd ABC P/L or ABC Co Use the company's full title, not abbreviations.

Joint Holdings Mr Peter Robert Williams & Peter Robert & Use full and complete names. Ms Louise Susan Williams Louise S Williams

Trusts Mrs Susan Jane Smith Sue Smith Family Trust Use trustee(s) personal name(s), Do not use the name of the trust.

Deceased Estates Ms Jane Mary Smith & Estate of Late John Smith Use the executor(s) personal name(s). Mr Frank William Smith or John Smith Deceased

Minor (a person under the age of 18) Mr John Alfred Smith Master Peter Smith Use the name of a responsible adult with an appropriate designation.

PRIVACY STATEMENT Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form. 77777733337777333377775555888866663333