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ZIMI LIMITED Proxy Solicitation & Information Statement 2009

Jun 11, 2009

66122_rns_2009-06-11_bab741b1-02be-4338-84aa-4b1b43fc4c8d.pdf

Proxy Solicitation & Information Statement

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STATEMENT BY Dr DAVID KAHN IN OPPOSITION TO RESOLUTION FOR HIS REMOVAL AS A DIRECTOR OF WHL

Recommendation

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I ask shareholders to oppose the resolution promoted by Richard and Declan Pritchard for my removal as a director of WHL. I would recommend that you either personally attend the general meeting to be held on 13 July 2009 or arrange for a proxy to vote on your behalf against the resolution. Peter Bartter is willing to be appointed proxy for any shareholder unable to attend the meeting and otherwise unable to appoint a proxy.

My Association With the Company

I was appointed a director on 24 June 2008. I presently act as company CEO and conduct the company's operations in the USA. I was instrumental in introducing to the company both the East Kentucky oil project and the Texas Wardlaw Oil project. I have also proposed the KOS Energy project. I do not intend to remain as CEO on a long term basis.

The Company's Present Position

The current world-wide economic downturn has adversely affected the company, particularly the difficulty in raising new debt or equity capital, the reduced world market prices for both oil and gas, and the fluctuating exchange rate.

My Policies to Grow the Company

Since January 2009 Mr Peter Bartter and I have implemented policies which have reduced operating costs by more than 80% with all board members deferring payment of all remuneration and compensation.

Mr Bartter and I identified low risk as the key to success, and have implemented a "pay as you go" approach to new developments (rather than incurring ever increasing debt).

I believe the company must have a united directorate and effective management alive to and capable of leading the company through present challenging times, focussed on development and generation of cash flow from core assets, divesting non-core assets, and avoiding grandiose concepts and unproven "blue sky" projects.

In the short to intermediate term, I favour the company increasing its USA reserves base to greater than 20,000 acres (including acquisition of Derby, the company's joint venture partner, by issue of new stock, within the next three months.)

KOS Energy

Mr Bartter and I have undertaken negotiations with KOS Energy, a Canadian-based oil producer, for the company to purchase a 33% interest in 25,000 acres carrying 138 oil wells in Kentucky to utilise SRS (short radius stimulation) jet drilling technology which stimulates existing wells for additional production. The project is anticipated to produce 125 bopd and be cash flow positive – and produce a cash return to WHL - within 1 year and to exceed 500 bopd in year 3. WHL has been unable to complete the transaction because Declan Pritchard has refused to participate in board meetings to resolve to do so.

Kentucky Shale Gas

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The Transaction With Derby Resources LLC

This statement corrects false and misleading information concerning me appearing in the statements prepared by Richard and Declan Pritchard in support of my removal as a director.

On 25 January 2008 (5 months before I became a director) when Mr L. Podrasky was executive chairman and CEO, and Declan Pritchard was a director, the company announced a strategy involving diversification into complementary energy sources to achieve positive cash flow in the short term to complement long lead times inherent in developing wind power projects. The company then pursued negotiations for a joint venture interest in certain oil and gas leases in Kentucky.

At the directors' meeting on 6 May 2008 Mr Podrasky disclosed that he was a director of Derby Resources, that he had a material indirect interest in any transaction between the company and Derby, and that I was a business associate. At that meeting the then directors resolved to enter into transactions with Derby and other parties to purchase the Kentucky Shale Gas asset, to establish a joint venture and to farm in Derby's share of the joint venture. (Richard and Declan Pritchard state that this disclosure was made on 26 May 2008. Their statement is wrong - the disclosure was made on 6 May 2008.) The transactions were disclosed in detail to the market on 16 May 2008. A general meeting of the company was held on 24 June 2008 to approve a change in the company name, to elect me as a director and to approve the issue of shares to Derby, Fosters Stockbroking and for Mr Podrasky to proceed with the transaction. All resolutions were adopted at the general meeting.

Declan Pritchard (a director of the company and Richard Pritchard's brother) participated in the negotiation and decision-making processes on behalf of the company and publicly supported the transactions, a position contrary to his Explanatory Memorandum of 10 May (June) 2009.

Subsequent Developments

The Kentucky Shale Gas project has proved a technical success but, because gas prices unexpectedly fell over 50% in late 2008, the company brought in a larger Canadian independent gas producer which will fund the US\$2.25 m. cash required to develop this field. This Canadian company has confirmed its intention to re-open 16 wells to bring total production to about 1200 mcf/day by mid-2010. The project intends to acquire adjoining land with substantial productive capacity to enhance the value of this project.

I believe the cash flow generated for the company by the Kentucky Shale Gas project will be sufficient to cover the company's cash commitments on the project $-$ i.e. it will be self-funding.

Conclusion

I have worked diligently for the company in the USA, for the greater part deferring all remuneration and compensation, and have achieved considerable success in bringing to the company successful projects which will yield excellent returns. This demonstrates my loyalty and competence which, if I remain a director, will continue

to be available to the company. I ask shareholders to vote against the resolution
promoted by Richard and Declan Pritchard to remove me from office as a director.

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Dated: 11 June 2009

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Dr David Kahn