(ACN 121 257 412) PROSPECTUS for the offer by Orpheus Energy Limited of up to 50,000,000 Shares at 25 cents each with oversubscriptions of up to a further 10,000,000 Shares including the Rights Issue to existing Shareholders as at the Record Date Lead Manager BBY Limited IMPORTANT NOTICE ASX Code to be OEG. This document is important and should be read in its entirety. If you are in any doubt as to the course you should follow you should consult your stockbroker, solicitor, accountant or other professional adviser. This is a speculative investment.. Corporate Directory Directors Independent Geologist – Indonesia Mr Wayne Douglas Mitchell, Chairman, Ravensgate CEO & Managing Director Level 3, 44 Parliament Place Mr Wesley Harder, Director – Exploration West Perth WA 6005 Mr Anthony Meacham King, Director Independent Geologist – Australia Proposed Directors Minarco-MineConsult Mr Nugroho Suksmanto Level 16, Australia Square Mr Michael Rhodes (alternate director to Nugroho 264-278 George St Suksmanto) Sydney NSW 2000 Company Secretary Auditor Mr Nathan Bartrop Bentleys Melbourne Audit Pty Ltd Level 7 114 William Street Registered Office Melbourne VIC 3000 Level 5, 44 Miller St North Sydney NSW 2060 Independent Accountant Stantons International Securities Share Registry Level 1 Security Transfer Registrars Pty Ltd 1 Havelock Street 770 Canning Highway West Perth WA 6000 Applecross WA 6953 Title Report – Indonesia Lead Manager Hadiputranto, Hadinoto & Partners BBY Limited The Indonesia Stock Exchange Building Level 17, 60 Margaret Street Tower II, 21st Floor Sydney NSW 2000 JI. Jend. Sudirman Kav.52-53 Jakarta 12190 Indonesia Sponsoring Broker Centre Capital Securities Pty Ltd Title Report – Australia 14 Macquarie Street Hetherington Exploration & Belmont NSW 2280 Mining Title Services Pty Limited Level 1, 503 Willoughby Rd Solicitors Willoughby NSW 2068 Whitttens Lawyers and Consultants Level 5 137 Bathurst Street Sydney NSW 2000 i CORPORATE DIRECTORY Indicative Timetable Rights Issue Timetable Lodgment of Prospectus with ASIC and Announcement to ASX . 24 May 2011 Notice to Shareholders . 26 May 2011 Ex Date . 27 May 2011 Record Date . 2 June 2011 Opening Date . 3 June 2011 Despatch of Prospectus . 6 June 2011 Closing Date of Rights Issue . 21 June 2011 Orpheus Notifies ASX of Under Subscriptions . 22 June 2011 Issue and Allotment of Securities . 29 June 2011 Reinstatement to Official Quotation . 8 July 2011 Priority Offer Timetable Lodgment of Prospectus with ASIC and Announcement to ASX . 24 May 2011 Opening Date . 3 June 2011 Despatch of Prospectus to Coalworks Limited Shareholders . 6 June 2011 Closing Date of Priority Offer . 21 June 2011 Issue and Allotment of Securities . 29 June 2011 Reinstatement to Official Quotation . 8 July 2011 Public Offer Timetable* Lodgment of Prospectus with ASIC and Announcement to ASX . 24 May 2011 Opening Date . 3 June 2011 Closing Date of Public Offer . 27 June 2011 Issue and Allotment of Securities . 29 June 2011 Reinstatement to Official Quotation . 8 July 2011 * This public offer is conditional on shareholder approval being granted in accordance with the Notice of Meeting circulated to shareholders by Orpheus on 13 May 2011. The above dates, other than the date for the lodgement of this Prospectus with ASIC, are indicative only and each or any of them may be varied without notice. PROSPECTUS 1 Important Notices This Prospectus has been issued by Orpheus Energy ways in which organisations should treat that information. Limited (Orpheus, OEG or the Company), and was lodged The personal information to be collected from investors on with ASIC and ASX on 24 May 2011 and is dated, 24 May the Application Form accompanying this Prospectus will 2011. Neither ASIC nor ASX take any responsibility for the be used to evaluate applications for Shares and, if an contents of this Prospectus. application is successful, to administer the Applicant’s security holdings, provide services to the Applicant and The Company has issued both a printed and an electronic otherwise effect appropriate administration for security version of this Prospectus and the electronic version may be holders. If the Company is obliged to do so by law, accessed at www.orpheusenergy.com.au. This Prospectus personal information will be passed on to other parties. should be read in its entirety before deciding to invest in the Shares offered by this Prospectus. The Board considers In making an application, the Applicant agrees that an investment in the Shares to be speculative and recom - the Company may use the information provided by the mends that you consult with your financial advisor as to Applicant on the Application Form for the purposes here the course you should follow with respect to the Shares. disclosed and may disclose it for those purposes to BBY No Shares (or other securities) will be issued on the basis Limited, Security Transfer Registrars Pty Ltd, related of this Prospectus after its expiry date, being 13 months bodies corporate, agents, contractors, employees, after the date of this Prospectus. servants, and third party service providers, including without limitation, mailing houses, professional advisers, This Prospectus only constitutes an offer in Australia ASX, other shareholders and regulatory authorities. or New Zealand. Where this Prospectus has been dispatched to, or accessed electronically outside Australia The Corporations Act requires the Company to include or New Zealand by Overseas Applicants, this Prospectus information about security holders (including name, is provided for information purposes only. See also section address and details of securities held) in its public register. 4 of this Prospectus entitled Details of the Offer under the The information contained in the Company’s public register sub-heading Overseas Applicants. must remain there even if that person ceases to be a security holder. Information contained in the Company’s The Company reserves the right not to accept an public register is also used to facilitate distribution pay - Application Form from any person if it has reason to ments and corporate communications (including financial believe that when that person was given the Application results, annual reports and other information that the Form, that person was not provided with a complete and Company may elect to utilise to communicate with its unaltered copy of this Prospectus and any relevant supple- security holders) and compliance by the Company for mentary or replacement Prospectus. If you have received legal and regulatory requirements. For instance, in certain an Application Form for the Shares without a complete circumstances details of security holder’s names and and unaltered copy of this Prospectus, please contact holdings must be disclosed by the Company in its annual the Company who will send you, free of charge, either reports. a printed or an electronic version of this Prospectus. An Applicant has a right to gain access to the information Notwithstanding any provision of this Prospectus, the that the Company holds about that person subject to Board may, from time to time and without giving any certain exemptions under the law. A fee may be charged notice, abridge or further abridge, extend or further extend for access. Access requests must be made in writing to any period or vary or further vary any date referred to in the Company’s registered office. this Prospectus for such period or to such later date as the Board thinks fit whether or not the period to be extended Electronic Prospectus has expired or the date to be varied has passed. This Prospectus will be issued in paper form and as an Definitions (usually with the first letter capitalised) appear electronic Prospectus. A copy of this Prospectus can be both in the body of this Prospectus (refer bolded terms) downloaded from the official website of the Company at as well as in the Glossary at section 15 of this Prospectus. www.orpheusenergy.com.au The offer is only available to persons receiving an electronic version of this Prospectus in Australia and New Zealand. Persons who receive the Privacy Disclosure Statement electronic form of this Prospectus should ensure that they By completing an Application Form accompanying this download and read the entire Prospectus. If you have Prospectus, investors will be providing personal information. received this Prospectus as an electronic Prospectus, The Privacy Act 1988 (Cth) governs the use of a person’s please ensure that you have received the entire Prospectus personal information and sets out principles governing the accompanied by the Application Forms. 2 IMPORTANT NOTICES Applications under the offer may only be made on regarding the Company’s present and future business paper copies of the Application Forms attached to or strategies and the environment in which the Company accompanying this Prospectus. The Application Forms will operate in the future. Matters not yet known to included in this Prospectus may only be distributed if the Company or not currently considered material to the they are included in or accompanied by a complete and Company may impact on these forward-looking statements. unaltered copy of this Prospectus. The Application Forms The statements reflect views held only as at the date of contain a declaration that the Investor has personally this Prospectus. In light of these risks, uncertainties and received the complete and unaltered Prospectus prior to assumptions, the forward-looking statements discussed completing the Application Form. The Corporations Act in this Prospectus might not occur. Investors are therefore prohibits any person from passing an Application Form to cautioned not to place undue reliance on these statements. any other person unless it is attached to or accompanied by a complete and unaltered hard or electronic copy of this Prospectus. The Company will not accept a JORC Statements completed Application Form if it has reason to believe that Please note that the exploration targets referred to in this the Applicant has not received a complete and unaltered Prospectus, denoted by the symbol ♦ are conceptual in copy of this Prospectus or if it has reason to believe that nature.