Green Rock sells Ocean Hill prospect to Eneabba

Green Rock Energy has signed a binding agreement with Eneabba Gas to sell its Ocean Hill hydrocarbon block prospect in the Perth Basin for $830,000.

Under the terms of the deal, Eneabba will pay $30,000 upon signing the agreement, followed by a $300,000 cash payment.

Eneabba will also hand over 40 million of its shares to Green Rock.

Green Rock said the divestment would allow it to focus on its Mahenge graphite projects in Tanzania.

As part of the transaction, Green Rock non-executive director Barnaby Egerton-Warburton will be appointed as a non-executive director of Eneabba.

"Greg Allen, a current non-executive director will step down concurrently so that the Eneabba board will comprise three directors at completion," the company said in a statement.

Mr Egerton-Warburton is also a director of Otis Energy.

The transaction is still subject to certain conditions, including completion of due diligence.

Eneabba said it would be undertaking an entitlement issue to help fund the acquisition and hopes to raise about $1.25 million through the offer of five ordinary shares for every eight shares already held by eligible shareholders.

Green Rock shares were unchanged at 0.3 cents per share at 11:20am.

See full media releases below.

DIVESTMENT OF OCEAN HILL PROJECT

Green Rock Energy Limited (“Green Rock or “the Company”) (ASX: GRK) is pleased to advise that it has executed an agreement with Eneabba Gas Limited (“Eneabba” or “ENB”) to sell 100% of the

Ocean Hill Block Application (STP EPA 0090, formerly designated Bid Area L12-7), located in the North Perth Basin, Western Australia (“Ocean Hill Block”).

The Ocean Hill Block divestment will allow GRK to focus purely on its prospective Mahenge Tanzanian Graphite projects.

Acquisition Terms

Eneabba and Green Rock have entered into a Permit Sale Agreement whereby Eneabba will acquire 100% of the Ocean Hill Block for the following consideration:

(a) Upfront payment of $30,000 on signing of binding agreement;

(b) Cash payment of $300,000;

(c) 40,000,000 Eneabba Ordinary Shares; and

(d) Eneabba to pay applicable native title costs of $75,000.The Agreement is subject to the following conditions:-

Completion of due diligence to the satisfaction of Eneabba within 30 days;

Eneabba obtaining all necessary consents and approvals as are required, including shareholder approvals, approvals under ENB's constitution, the ASX Listing Rules and the Corporations Act, to give effect to the transactions contemplated by this Agreement;

 execution of the Amangu Native Title Claimants of the Amangu Native Title Agreement to the satisfaction of Eneabba;

 all conditions required by the Department of Minerals and Petroleum being met to enable the grant of the Permit; and

 obtaining any consent or approval (including any consent or approval under the Act) required to transfer the Permit from the Vendor to Eneabba or its newly incorporated subsidiary, Ocean Hill Pty Ltd.

The Eneabba consideration shares issued to Green Rock are to be subject to escrow to 21 November 2015, being 12 months from the date of completion of due diligence by Eneabba.

This Agreement will terminate on 30 April 2015 if conditions precedent have not been satisfied by this date.

ENB TO ACQUIRE PROSPECTIVE PERTH BASIN

GAS PROJECT – OCEAN HILL BLOCK

Eneabba Gas Limited (“Eneabba”,“ENB” or “the Company”) is pleased to advise that it has executed an agreement with Green Rock Energy Limited (“Green Rock”) (ASX: GRK) to acquire 100% of the Ocean Hill Block Application (STP EPA 0090, formerly designated Bid Area L12-7), located in the North Perth Basin (Figure 1), Western Australia (“Ocean Hill Block”).

The Ocean Hill Block acquisition by ENB is intended to complement Eneabba’s existing Mid-West energy projects and establish Eneabba as a gas explorer in the prospective Perth Basin.

Ocean Hill Block The Ocean Hill application and Oil and Gas rights (STP EPA 0090, formerly Bid Area L12-7) comprises 297 km2 and is located in the North Perth Basin, about 225 km north of Perth and 90 km southeast of Dongara and the Eneabba Green Rock is currently the preferred applicant for the Ocean Hill Block.

The area will be converted to an Exploration Permit once Native Title negotiations have been concluded. These negotiations are currently being finalised and should be completed imminently.

The exploration permit is expected to be granted in the coming three to four months.

The Dampier to Bunbury Pipeline runs directly through the Ocean Hill block and a compressor station is located 6.5 km from the Ocean Hill-1 location, providing excellent infrastructure access and a substantial benefit for the project

economics.

Ocean Hill Block The block area contains a large faulted four-way dip closure that was tested by drilling of the Ocean Hill-1 well in 1991.

The well reached a total depth of 3,840m in the Jurassic Cattamarra Coal Measures before being suspended as an uneconomic gas discovery.

Good gas shows were encountered in the Jurassic Cadda Formation and Cattamarra Coal Measures over the entire interval of over 800m from about 3,000m to total depth, and analysis of the

electric logs indicated over 100m of net gas pay within multiple sands through the zone.

An open hole drill stem test flowed gas rate of 0.7MMscf/d from the interval 3,063- 3130mKB in the Cadda Formation with associated liquids of 15-23 bbl/MMcf.

Eneabba believes that Ocean Hill can be commercialised through the application of modern advances in 3D seismic, directional drilling technology and completion techniques and notes that gas prices are significantly higher than when

the Ocean Hill-1 well was originally drilled.

The Ocean Hill discovery is similar geologically to the Gingin gas field and Red Gully Gas Project, where Empire Oil & Gas commenced production in late 2013.

Mapping of the available 2D seismic data by Green Rock indicates the presence of a substantial closure associated with the Ocean Hill-1 location and a number of additional prospects and leads have been

identified Information on the resources evaluation, including competent persons statement and important notes related to the resources estimates are detailed in the Green Rock announcement to the ASX on 4 October

2013.

Eneabba believes this project represents an excellent exploration / appraisal opportunity with significant resource potential associated with the Ocean Hill-1 gas discovery.

Acquisition Terms Eneabba and Green Rock have entered into a Permit Sale Agreement whereby Eneabba may acquire 100% of the Ocean Hill Block for the following consideration:

(a) Upfront payment of $30,000 on signing of binding agreement;

(b) Cash payment of $300,000;

(c) 40,000,000 Eneabba Ordinary Shares; and

(d) Eneabba to pay applicable native title costs to a maximum of $75,000.

The Agreement is subject to the following conditions:-

- Completion of due diligence to the satisfaction of Eneabba within 30 days;

- Eneabba obtaining all necessary consents and approvals as are required, including shareholder approvals, approvals under ENB's constitution, the ASX Listing Rules and the Corporations Act, to

give effect to the transactions contemplated by this Agreement;

- Execution by the Vendor and the Amangu Native Title Claimants of the Amangu Native Title Agreement to the satisfaction of Eneabba;

- All conditions required by the Department of Minerals and Petroleum being met to enable the grant of the Permit; and

- The Vendor obtaining any consent or approval (including any consent or approval under the Act)

required to transfer the Permit from the Vendor to Eneabba or its newly incorporated subsidiary, Ocean Hill Pty Ltd.

The Eneabba consideration shares issued to Green Rock are to be subject to escrow to 21 November 2015, being 12 months from the date of completion of due diligence by Eneabba.

The agreement provides that the consideration shares cannot be distributed in-specie by Green Rock to GRK shareholders.

This Agreement will terminate on 30 April 2015 if completion has not occurred by then.

Board Changes at completion As part of the transaction, Mr Barnaby Egerton-Warburton will be appointed as a Non-Executive Director of the Company at completion of the acquisition.

Mr Greg Allen, a current Non-Executive Director will step down concurrently so that the Eneabba Board will comprise three Directors at completion.

Mr Egerton-Warburton holds a Bachelor of Economics and is a graduate of the Australian Institute of Company Directors (AICD) and a member of the American Association of Petroleum Geologists (AAPG)

and is currently a Director of Otis Energy Limited (ASX : OTE) and a Non–Executive Director of Green Rock Energy Limited.

Mr Egerton-Warburton has over 20 years of trading, investment banking experience with a focus on the energy and resources sector.Entitlements Issue Eneabba intends to proceed with a Non-Renounceable Entitlements Issue of Shares of five (5) new Eneabba Ordinary Shares for every eight (8) Eneabba Ordinary Shares held at the Record Date at a price of $0.0125 to raise approximately $1,250,000.

Cygnet Capital Pty Ltd (“Cygnet”) has been engaged to manage the Entitlements Issue and fully underwrite the Offer. Cygnet will be paid a fee of 6% of the total underwritten amount as well as 15

million unlisted options exercisable at $0.02 on or before 30 July 2017.

The funds raised from the Entitlements Issue, together with existing cash reserves will be applied for development of the Ocean Hill Block and for development of Eneabba’s existing energy assets, working

capital and costs of the Entitlements Issue offer.

Annual General Meeting 

The acquisition of the Ocean Hill Block is subject to the approval of Eneabba’s shareholders. The Company is currently preparing the Notice for its Annual General Meeting which will include resolutions

relating to the acquisition and will advise of dispatch in the coming days.

Future Exploration

Following completion, Eneabba plans to carry out exploration on Ocean Hill in accordance with the permit application made by Green Rock to the Department of Mines, being a 3D seismic program and

drilling of well in the next two years. Eneabba intends to secure a farm-in partner to assist with exploration funding.

Green Rock has received expressions of interest from various parties. Further details of exploration plans will be released to the market shortly.

Centauri-1 Power Station Concept and Sargon Coal Project

Eneabba has been approached recently by a number of parties interested in funding and developing the Centauri-1 Power Station project and the Company’s land holding in Dongara Western Australia.

The Power Station concept is located in Mid-West Western Australia (North Perth Basin), in close proximity to the Ocean Hill Block.

The Company continues to keep the required state and federal permitting for the construction and operation of the power station in good standing, as well as maintaining the power station site on

Company land at minimum cost.