Read Microsoft Word - Letter to VPE Minority Shareholders.doc text version

13th February, 2008

Addressee Title Company Street Address City, state, zip code

Offer to Purchase Shares

Odin Energy Limited, through its wholly owned subsidiary Glory Run Pty Ltd (Glory Run), has acquired approximately 26.4 million shares, or 10% of Victoria Petroleum NL (VPE) issued capital. This makes Odin Energy the largest shareholder in VPE. The next largest shareholder holds approximately 3% in VPE and appears to be a nominee for several shareholders. The current board has virtually no shareholding in the company except for the Managing Director who has recently purchased one million shares. We believe there is an exceptional opportunity to increase shareholder value by rationalizing the company's assets, improving operating performance and concentrating on the exploration, development and production in the Cooper Basin. In order to achieve this end we have formally requested that a general meeting of VPE be called to replace the non executive directors of VPE with Odin Energy representatives.

Odin's Vision and Strategic Plan for VPE

Our focus is to resource VPE with a board, management and technical team who possess the requisite skills and experience to put the strategies in place to realize the value of VPE assets and concentrate on its core business in the Cooper Basin. To achieve this vision, the strategic plan is to: · · · · Conduct a review of the asset base with the objective to identify those assets that are underperforming or do not meet the value potential Build value of existing producing assets through the application of fit for purpose, leading production techniques yet to be exploited in the Cooper Basin Focus resources on the exploration, development and production of the Cooper Basin oil and gas interests Develop a new management team to concentrate on core business

Offer to Small VPE Shareholders

Of the approximate 11,000 shareholders in VPE, there are 7,400 shareholders with small holdings under 10,000 shares. On 12 February, 2008 Odin Energy announced the offer of Glory Run to purchase the shares of VPE shareholders who hold under 10,000 VPE shares at $0.15 per share. Your shareholding falls within these parameters and accordingly Glory Run hereby offers to purchase your ordinary fully paid shares in VPE as specified in the attached Australian Standard Share Transfer Form held by you at $0.15 per share (Offer).

Acceptance of the Offer creates a legally binding contract for the sale and purchase of the Shares which is irrevocable. The Offer is personal to you and is not capable of acceptance in part. On receipt of your acceptance of the Offer, a cheque for the consideration amount calculated by multiplying the number of Shares by $0.15, will be sent to your mailing address (within 14 days of receiving your Share Transfer Form) free of any brokerage maximizing the return to you. If you wish to retain the Shares then do not do anything at this time. However, we will request your support at the general meeting of VPE to be called to replace the non executive directors of VPE with Odin Energy representatives. We will contact you in the future advising how you can best support Odin Energy. To assist us contacting you we would appreciate it if you would complete and also return the enclosed Shareholder Contact Detail Form in the self addressed postage paid envelope accompanying this letter.

Completing the Share Transfer Form:

To accept the Offer please execute and return the enclosed Australian Standard Share Transfer Form (the Share Transfer Form) in accordance with the instructions on the back of the form. Some of the details on the Share Transfer Form have been pre completed from the information obtained from the share register of VPE. We have noted in the instructions on the back of the Share Transfer Form those sections of the Share Transfer Form we require you to complete. Please read these instructions carefully and complete the sections of the Share Transfer Form that require completion. In particular read carefully the instructions in relation to the execution of the Share Transfer Form. If you have any queries about how to complete and properly execute the Share Transfer Form please contact Odin Energy on 9486 1311. Please send the executed Share Transfer Form to Odin Energy in the self addressed postage paid envelope accompanying this letter.

Conditions of Offer:

The Offer is open for one month and your acceptance of the Offer must be received in accordance with the instructions accompanying this letter by no later than 5.00pm (WSDT) on 12 March 2008. If the market price of VPE shares during the Offer period increases or decreases by 50% or more the Offer if not already accepted will either be withdrawn by notice to you or a supplementary notice to the Offer will be sent to you updating the change in market price.

VPE Share Price

The closing price of VPE shares on 11 February was 14.5 cents per share and VPE shares traded in the range of $0.145 and $0.16. Glory Run commenced purchasing shares in VPE in November 2008 and has paid in the range of $0.12 and $0.145 per share for its 10% holding in VPE. If you do not understand the contents of this letter or you would like more information, then please don't hesitate to visit Odin's website www.odinenergy.com.au and register for online information or contact your professional adviser.

Kind Regards

Andrew Dimsey, Glory Run Pty Ltd

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