29 OCTOBER 2013

28 NOVEMBER 2014

Rey acquires 50% interest in the Derby Block

Rey Resources Limited "Rey" or "the Company" (ASX:REY) announces that its subsidiary company Rey Lennard Shelf Pty Ltd ("RLS") has entered into an agreement with Backreef Oil Pty Ltd ("Backreef") to acquire a 50% interest in petroleum exploration licence EP487, the "Derby Block", located in the Canning Basin of Western Australia (the "Agreement") subject to certain terms and conditions.
The Derby Block is a large exploration licence of approximately 5,000 km2 that was recently granted to Backreef (50%) and Oil Basins Ltd (ASX:OBL) ("Oil Basins") (50%). It occurs to the north of Rey's existing interests in petroleum exploration licences in the Canning Basin (refer Figure 1).
The Company considers EP487 to be prospective for hydrocarbons and looks forward to working with Oil Basins to develop the Derby Block.
Backreef and Oil Basins are currently in dispute over Backreef's interest in the Derby Block and certain unpaid cash calls that have occurred between the parties since 2012.

Key Terms of the Agreement

Under the Agreement RLS will acquire Backreef's 50% interest in the Derby Blocks for either (at RLS's election):

• $2 million, to be paid on grant of a Production Licence in respect of EP487; or

• a 2% royalty on future production.

The Agreement is subject to certain conditions precedent, including:

• conclusion to RLS's satisfaction, of ongoing hearings in the State Administrative Tribunal (SAT) of Western Australia where Oil Basins is currently seeking to have Backreef's grant of title in EP487 by the WA Government overturned. This is expected to conclude in January

2015;

• termination or expiration of existing agreements to sell the Derby Block to third parties; and

• FIRB approval.

RLS will also assume the conduct of, and bear the costs of, the SAT proceedings and outstanding legal claims on Backreef by Oil Basins in the WA District Court and Magistrates Court in connection with the expenses incurred on management of the Derby Block to date. RLS will have the ability to terminate the Agreement and be relieved from any obligation to conduct and bear the costs of these proceedings at any time on the giving of 14 days' notice to Backreef.

It is expected that, on completion of the acquisition, RLS and Oil Basins will form a joint venture to develop the Derby Block.

Figure 1. Location of the Derby Block and Rey's other oil and gas interests in the Canning Basin.

For further information please contact:

Kevin Wilson

Managing Director +61 8 9211 1999

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