!

Company!Number:!ABN!54!072!350!817!Registered!Office:!Level!5,!56!Pitt!Street,!Sydney,!NSW!2000,!Australia!

T:!+61!2!8823!3179!!F:!+61!2!8823!3188!

21 April 2016

Solicitor’s report on Block XIG (Georgia) tenement addressed for the benefit of Skyland Petroleum Limited (the “Company)

In accordance with the stipulated conditions precedent to the reinstatement of the Company to official quotation on ASX Limited (“ASX”), the Company hereby provides for release to the market a solicitor’s report on Block XIG (Georgia) tenement (as attached to this release) as to the following matters:

•! tenement location;

•! nature of title to tenement;

•! confirmation of title;

•! present legal beneficial owner; and

•! any other relevant matters.

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LAW OFFICE

BEGIASHVILI & CO. LIMITED9 KekelidzeStreet, Tbilisi 0179, Georgia

Telephone: + (995 32) 225 1454/2251455 • Fax: + (995 32) 2934906E-mail: office@bco.ge • Web: www.bco.ge

TBILISI PETROLEUM LIMITEDTrident Chambers, PO Box 146, Road Town, Tortola,British Virgin Islands, BVI Company Number: 1811061

Date: 28 March 2016

Dear Sirs,RE: Assignment Agreement between Zavala Limited (as the Assignor) and Tbilisi Petroleum

Limited (as the Assignee) and Report on Oil and Gas Block XIG (the "Tenement"): Addressed for

the benefit of Assignee

Zavala Limited (the "Assignor") has transferred 19% of its rights and obligations in Production SharingContract dated 9th November 2011 ("PSC") to Tbilisi Petroleum Limited (the "Assignee") under theAssignment Agreement (the "Agreement") executed between the Assignor and the Assignee on 10February 2016.

1. Introduction

1.1 Basis of instructions

We have been instructed to give this opinion on the legal status of the Tenement has been prepared for

the benefit of the Assignee to provide a title and validity opinion as to the underlying subsoil-use license

for conducting petroleum operations within the State of Georgia (what details are contained at Schedule

1).

1.2 Documents covered by this opinion

This opinion relates to the Agreement dated 10 February 2016 and made between the Assignorand the Assignee.

1.3 Defined terms

Unless otherwise indicated, terms defined in the Agreement and PSChave the same meaningwhen used in this opinion.

1.2 Documents reviewed and searches

For the purpose of issuing this opinion we have reviewed the originals, or copies certified to oursatisfaction, of the following documents:

1.4.1 the Agreement;

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1.4.2 Production Sharing Contract made between the State Agency for Oil and Gas (the"Agency") and Trans Atlantic Inc. ("TAl") on November 9, 2011 for Contract Area BlockXIG (the "PSC");

1.4.3 a licence pertaining to the subsoil use rights of the contractor parties to the PSC(and signed by the Government of Georgia);

1.4.4 Amendment Agreement No 1 to the PSC dated 21 May, 2014 (the "AmendmentAgreement No 1");

1.4.5 Farm-out Agreement (the "FaA") executed on 21 February, 2014 by and between TAland GaG Varketili Limited (the "GOGV"), and Tbilisi Petroleum Limited (the "TBPL")whereby 57% of TAl's rights and obligations (Participating Interest) in PSC wastransferred and assigned to GOGV and TBPL;

1.4.6 Deed of Transfer executed on 23 May, 2014 by and Between TAl and GOGV, and TBPL;

1.4.7 Assignment Agreement dated 24 February, 2014 by and between TAl and its affiliatedcompany Zavala, whereby TAl transferred and assigned its 43% Participating Interestunder the PSCto Zavala;

1.4.8 Acknowledgment Letter No 05-53 dated 02 March, 2016 issued by State Agency of Oiland Gas (the "agency"), whereby the Agency acknowledged and approved assignmentby Zavala of 19% of its rights and obligations under PSCto TBPL;

1.4.9 a letter by Georgian Oil and Gas Corporation No 6403-1-14-09/1 dated 04 March 2014;

1.4.10 a letter from the State Agency of Oil and Gas No 05-06/136 dated 04 April 2014 onapproval and acknowledgment of Participating Interest between Strait Oil and Gas(Adjara) LTD, Georgian Oil and Gas Limited, GOGV and TBPL;

1.4.11 a letter from the Ministry of Justice of Georgia No 2808 dated 01 April 2014 concerningremarks to the Amendment Agreement No 1 related to Minimal Work Program;

1.4.12 Resolution of the Government of Georgia No 815 dated 8 May 2014 concerningapproval of the amendments to the PSCthrough Amendment Agreement No 1; and

1.4.13 such other laws, regulations, certificates, records, registrations, registers, documentsand facts as we have deemed necessary or appropriate for the purposes of this opinion.

We have further undertaken searches at the Trade Register's website and other electronicallyavailable registers and have revealed that no applications, orders or resolutions for anyadministration, liquidation or winding-up or similar insolvency proceedings have been registeredin relation to the permanent establishments neither of the Assignor nor the Assignee, and norhave there been registered any notices of the appointment of an administrator, receiver,liquidator or similar insolvency representative over any part of the assets, businesses orundertakings of the Assignor and Assignee.

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As a result of such a review, we consider that this report provides an accurate statement, as at

today's date, as to the status of the Tenement and the interests of the Assignee in those

Tenements.

We are of the view that the State Agency for Oil & Gas within the State of Georgia is satisfied

that there are no issues with the Tenement and that the Assignee owns the Tenement in

accordance with the license and the Psc.

1.4 Scope and purpose of the opinion

We are qualified to practice law in Georgia. This opinion is confined to matters of Georgian law(as applied by the Georgian courts) in force at the date of this opinion. No opinion is expressedor implied as to the laws of any other jurisdiction.

This opinion is limited to matters of law and we express no opinion as to any question of fact,whether by implication or otherwise. In respect of any opinion herein which might becharacterized as involving a mixed question of law and fact, our opinion is limited to thequestion of law.

This opinion is based on the facts existing (of which we are aware) and Georgian laws andregulations in effect on the date hereof and the opinions set forth herein shall not be deemed torelate to facts and conditions prevailing, or laws and regulations in effect at any time after thedate hereof.

Where we have deemed appropriate, we requested, reviewed, and relied upon certifications offacts obtained from the Assignee.

This opinion is addressed to the Assignee (for itself and its permitted assignees or transferees, ifany) and is given for its sole benefit and may not be disclosed to or be relied upon by any otherperson or be used for any other purpose or quoted or referred to in any public documentwithout our prior express written consent.

Notwithstanding the previous paragraph, this opinion may be disclosed to (a) the professionaladvisers, auditors and regulators of the Assignee or in connection with any legal proceedingsrelating to the Agreement, (b) a prospective lenders and/or sub-participant, and (c) affiliates ofthe Lenders entitled to rely on this opinion for the purposes of their internal approval,administration and monitoring requirements only.

11.5 Assumptions

In rendering this opinion we have relied, without independent verification, upon the followingassumptions:

1.5.1 the due authorisation, execution and delivery by the parties thereto of the Agreementand any other documents referred to herein;

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1.5.2 the genuineness of all signatures and seals and the authenticity of all documentssubmitted to us as originals and the conformity with the originals of all documentssubmitted to us as copies thereof;

1.5.3 other than as specified below in relation to the parties and Georgian law, all factualstatements made in the Agreement are correct and complete (which statements wehave not independently verified);

1.5.4 the Agreement and the transactions contemplated thereby were negotiated andentered into by the parties in good faith in order to allow the parties to pursuecommercial purposes set out in such Agreement. None of the parties to the Agreementis or will be seeking to achieve any purpose not apparent from the Agreement, whichmight render such Agreement illegal or void;

1.5.5 that the execution, delivery and performance of the Agreement and the assumption ofthe obligations set forth therein by respective parties does not violate, contravene,conflict with, or result in any breach of, the laws of any jurisdiction outside Georgia;

1.5.6 the Agreement constitutes entire agreement between the parties thereto and there isno other arrangement (whether legally binding or not) between the parties to theAgreement which would modify or supersede any of their respective terms andconditions;

1.5.7 the Agreement contain all information which is relevant for the purposes of our opinionand there is no other document, arrangement, undertaking, representation or warrantybe it oral or written between the parties or any other documents or any matter whichrenders such information inaccurate, incomplete or misleading or which affects theconclusions stated in this opinion; and

1.5.8 none of the documents submitted to us have been amended, modified or varied in anymanner, except as specifically drawn to our attention.

We have found nothing to indicate these assumptions are not fully justified.

We have further assumed that the Agreement is valid, legally binding and enforceable inaccordance with their terms under the laws of Georgia by which it is expressed to be governed.

2. Opinion

Based upon the foregoing, we are of the opinion that:

2.1 Legality, validity, binding nature, enforceability, capacity and status

2.1.1 The obligations expressed to be assumed by the Assignee in the Agreement constituteslegal, valid, binding and enforceable obligations ofthe Assignee.

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2.1.2 The Assignee is a company duly incorporated and validly existing under the laws ofBritish Virgin Islands and has the lawful power to own assets and carry out its businessin accordance with its statute and other incorporation documents.

2.1.3 The Assignee has full legal and corporate power and authority to execute and deliverthe Agreement, and to perform and observe the provisions thereof to be performed orobserved by it. All legislative, administrative, corporate and other actions required toauthorise the transactions contemplated thereby and the execution, delivery andperformance of the Agreement by the Assignee has been taken and are in full force andeffect.

2.1.4 The Agreement has been validly signed and duly executed by the Assignee, and thepersons having signed the Agreement on behalf of the Assignee can legally bind theAssignee.

2.1.5 The execution, delivery and performance of the Agreement by the Assignee do not andwould not violate (a) any existing provision of any Georgian law, decree, regulation,communique, ordinance or similar enactment or (b) the Charter of the Assignee.

2.1.6 The Assignee is subject to civil and commercial law with respect to its obligations underthe Agreement. The execution, delivery and performance of the Agreement by theAssignee and the transactions contemplated thereby constitute private and commercialacts rather than governmental or public acts. Neither the Assignee nor any of the assetsof the Assignee has, under Georgian law, any right of immunity from jurisdiction ofcourts, suit, execution upon a judgment or any other legal process with respect to theAssignee's obligations under the Agreement.

2.1.7 We are of the view that the license is continuing in full force and effect and to the

benefit of the Assignee.

2.1.8 We are of the view that the PSCis continuing in full force and effect and to the benefit

of the Assignee.

2.1.9 We are of the view that the State Agency for Oil & Gas within the State of Georgia is

satisfied that there are no issues with the Tenement and that the Assignee owns the

Tenement in accordance with the license and the PSc.

2.1.10 The Assignee's interest in or rights in relation to the granted Tenements are subject to

the holder continuing to comply with the respective terms and conditions of the granted

Tenements under the provisions of the law of Georgia on Oil & Gas, civil code and

regulations made pursuant to that legislation, together with the conditions specifically

applicable to any granted oil and gas tenement. The searches that we have carried out

in relation to the Tenements do not reveal any failure to comply with the conditions in

respect of each of the granted oil and gas tenements.

2.2 Approvals, consents and registrations

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The acknowledgment and approval of assignment by Assignor of 19% of its rights andobligations in the PSCrelating to license block XIG has been dully obtained from the regulatoryauthority - the State Agency of Oil and Gas of the Ministry of Energy of Georgia on 02 March,2016 and no other consent, licence, approval, authorisation, permission, notarisation,registration, recording or filing is required in Georgia for the execution, delivery or performanceof the Agreement by the Assignee or for the validity and enforceability thereof.

2.3 Enforcement

2.3.1 The obligations of the Assignee under the Agreement are direct, unconditional andgeneral obligations of the Assignee.

2.3.2 Any award rendered by any of the foreign arbitration tribunal may be enforced in thecourts of Georgia.

2.3.3 The Agreement is in proper legal form to be admissible in evidence under the laws ofGeorgia for the enforcement thereof against the Assignee, provided that a notarizedGeorgian translation and an original or notarized copy of the original English textthereof are made available to such court at such time and any other procedures andformalities regarding the presentation of documents to the courts of Georgia, includingwithout limitation, possible notarisation, legalisation or apostillisation requirements, arecomplied with.

2.3.4 The claims of the creditor against the Assignee under the Agreement rank, and will rank,at least pari passu in respect of priority of payment with the claims of all other presentand future unsecured and unsubordinated creditors of the Assignee, save for claimsmandatorily preferred by applicable Georgian laws. Pari passu is understood to refer tothe order of priority of payment and not to the presence or absence of security.

2.3.5 It is not necessary under the laws of Georgia (a) in order to enable any creditor toenforce their rights under the Agreement or (b) by reason of the execution andperformance of the Agreement, that any of them should be licensed, qualified orentitled to carryon business in Georgia.

3. Qualifications

The foregoing opinions are subject to following qualifications:

3.1 The rights of the parties contained in the Agreement and the enforcement of the Agreementmay be subject to defences or counterclaims and limited or affected by statutes of limitation,lapse of time and by applicable bankruptcy, reorganisation, insolvency, moratorium,enforcement or other similar laws of general application relating to or affecting theenforcement of creditors' rights generally.

3.2 Provisions that certain determinations, calculations or certifications are to be conclusive and/orbinding will not be effective in the case of fraud, manifest error or collusion or in the absence of

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good faith. Where any party is vested with discretion or may determine a matter in its opinion,Georgian law may require that the discretion be exercised reasonably or that the opinion bebased on reasonable grounds.

3.3 The results of the company searches in electronically available registers in Georgia may not beconclusively capable of revealing all matters relating to a target company as notice of suchmatters may not yet be filed with such registers and, when filed, may not be entered on thepublic records at the registers immediately.

3.4 Neither the laws of, nor the court practice in, Georgia defines the "imperative norms" ofGeorgian law. "Imperative norms" are generally understood by us as rules of Georgian law,which apply due to their fundamental importance to protecting public order, including thematters of procedures and compliance.

3.5 Recognition and enforcement of foreign arbitral awards in Georgia would be subject to Article Vof the United Nations Convention on Recognition and Enforcement of Foreign Arbitral Awardsdated 10 June 1958 (New York Convention) and the law of Georgia "on Arbitration" dated 19June 2009. The recognition and enforcement of foreign arbitral awards in Georgia is made bythe Supreme Court of Georgia, which may refuse the recognition and enforcement of a foreignarbitral award if:

(A) the party, against whom the award is invoked, files a claim at the Supreme Court ofGeorgia and proves, that:

(i) the parties to the arbitration agreement were, under the law applicable to them,under some incapacity;

(ii) the arbitration agreement is not valid under the law to which the parties havesubjected it or, failing any indication thereon, under the law of the countrywhere the award was made;

(iii) the party against whom the award is invoked was not given proper notice of theappointment of the arbitrator or of the arbitration proceedings or was otherwiseunable to present his case;

(iv) the award deals with a difference not contemplated by or not falling within theterms of the submission to arbitration, or it contains decisions on mattersbeyond the scope of the submission to arbitration, provided that, if thedecisions on matters submitted to arbitration can be separated from those notso submitted, that part of the award which contains decisions on matterssubmitted to arbitration may be recognized and enforced;

(v) the composition of the arbitral tribunal or the arbitral procedure was not inaccordance with the agreement of the parties, or, failing such agreement, wasnot in accordance with the law of the country where the arbitration took place;or

(vi) the award has not yet become binding on the parties, or has been set aside orsuspended by a competent authority of the country in which, or under the lawof which, that award was made;

(B) the Supreme Court of Georgia determines, that:

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(i) the subject matter of the difference is not capable of settlement by arbitrationunder Georgian laws; or

(ii) the-recognition or enforcement of the arbitral award would be contrary to thepublic policy of Georgia.

3.6 Foreign arbitral awards, agreements and other documents executed in any language other thanGeorgian which are submitted to a Georgian court for enforcement or commencement ofproceedings must be accompanied by a certified and notarized translation into Georgianlanguage. If they are submitted in copies, they must be notarized and apostilled.

Yours faithfully,

Begiashvili eManaging Partner / Direc

Gior .

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