a winner, page-25

http://media.wotnews.com.au/asxann/00976715.pdf


12 August 2009
Company Announcements Platform
ASX Limited
For Immediate Release to the Market

Dear Sir/Madam,

Real Brand Holdings finalises acquisition terms for 51% of Deep Energy Limited Real Brand Holdings Limited (RBH) is pleased to announce that it has reached agreement with several parties for the acquisition of a 51.85% interest in Deep Energy Limited (Deep Energy).

Subscription and Share Sale Agreements
RBH has reached agreement with Deep Energy, agreeing to subscribe for 7,000,000 new shares in the capital of Deep Energy at 10 cents per share (Subscription Agreement) and has agreed with certain existing shareholders (Vendors) in Deep Energy for the sale and purchase of an additional 7,000,000 existing shares in the capital of Deep Energy (Share Sale Agreement) representing a total of 14,000,000 Deep Energy shares being 51.85% of Deep Energy’s issued shares.

The Subscription Agreement and Share Sale Agreement are conditional upon:

(a) the simultaneous settlement of the Share Sale Agreement and Subscription Agreement;

(b) RBH satisfying any requirements of ASX in relation to the transaction, including but not limited to complying with Chapter 11 of the Listing Rules, and re-complying with Chapters 1 and 2 of the Listing Rules;

(a) RBH obtaining all necessary shareholder approvals required by the Corporations Act and the Listing Rules for the transaction and any other matter requiring shareholder
approval; and

(b) Deep Energy obtaining all necessary shareholder approvals under the Corporations Act, and any third party approvals, required to fulfill its obligations under the
Subscription Agreement.

The consideration payable by RBH to the Vendors pursuant to the Share Sale Agreement will
be 17,500,000 RBH shares in total (Consideration Shares). The Consideration Shares are to be
issued to the Vendors in their respective proportions.
Upon completion of the Share Sale Agreement and Subscription Agreement RBH will hold
51.85% of the issued capital in Deep Energy.
The Subscription Agreement and Share Sale Agreement will also contain representations, warranties and other clauses which are usual in such agreements.

Mr Richard Poole is a director and shareholder of both RBH and Deep Energy, and subject to all relevant approvals required under the ASX Listing Rules and the Corporations Act, will be a vendor of 1m of the 7m Deep Energy Shares to be acquired by RBH. Further details will be set out in the Notice of Meeting to be prepared.

Details of Deep Energy Limited

Deep Energy has 12 Geothermal Exploration Licenses (GELs) in the strategically located Lake Frome region covering over 6,000km2 of the highly prospective South Australian Heat Flow Anomaly (SAHFA). Geothermal energy is potentially a vast safe, secure, reliable and emission free renewable energy resource. It has the largest technical potential of all known renewable resources that could potentially meet Australia’s energy needs for centuries.

Worldwide geothermal technology is paving the way towards a hydrogen economy and net-zero carbon energy future. Australia is one of the best candidates for geothermal energy generation worldwide and data shows South Australia’s Lake Frome region as having significant potential.

Exploration to date on adjacent licenses by Petratherm and Geothermal Resources has established the potential of the area. Petratherm have identified an excellent thermal resource at shallow depth – estimated at 200°C at 3.6 kilometres and the highest mainland heat flow gradient 128mW/m2. Petratherm’s Paralana project covers more than 1000km2 of “hot rock” energy. No drilling has been done to date on the GELs of Deep Energy.

South Australia’s northern Flinders Ranges is one of Australia’s most advanced geothermal energy projects and has now been officially launched by the government. The launch is a major milestone for the industry which is on track to deliver Australia’s first commercial geothermal energy supply by 2011.