QUARTERLY REPORT FOR THE PERIOD ENDING SEPTEMBER 30, 1996

EXPLORATION AND DEVELOPMENT

AUSTRALIA
PAPUA NEW GUINEA
NEW CALEDONIA
EAST AFRICA AND MIDDLE EAST
KESTREL ENERGY, INC.

AUSTRALIA

Victoria Petroleum N.L. has a 11.23% direct and indirect interest in the predominantly offshore Carnarvon Basin Permit EP 325, following farmout to Petroz N.L.. EP 325 covers an area of 2,461 square kilometres in the Exmouth Sub basin of the central Carnarvon Basin and contains the Rivoli Gas Field.

Spider 1 was drilled in December 1995 in the eastern part of EP 325 to a total depth of 957 metres without encountering any hydrocarbons. Exploration focus in EP 325 has shifted to the western area of EP 325 where several prospects and leads including White Opal, Cooper and Whalebone have been interpreted as present by the previous Operator, Mobil Exploration and Production Pty Ltd.

The White Opal Prospect, in the north western part of EP 325 is interpreted from seismic data to have the potential to contain up to 247 million barrels of oil or 880 million cubic feet of gas in the target Triassic sands, if hydrocarbons are present. An onshore drilling location for the Triassic White Opal Prospect has been defined, with the drilling of White Opal to a depth of 2,900 metres planned for January 1997, subject to environmental approval.

The 1 trillion cubic feet Macedon Gas Field, 22 kilometres to the north, the 20 billion cubic feet Rivoli Gas Field, 18 kilometres to the south and the Leatherback Triassic oil discovery, 22 kilometres to the north east respectively of the White Opal Prospect are encouraging for the presence of further Triassic gas and oil fields in the area.

The company through a farmout to Petroz N.L. will have a 11.23% direct and indirect near free carried interest through the drilling of White Opal 1.

Victoria Petroleum N.L. is the Operator of the EP 325 Joint Venture.

EP 359 covers an area of 1,954 square kilometres situated in the Carnarvon Basin predominantly onshore on the Cape Range Peninsula and partially offshore in the Exmouth Gulf.

Exploration of EP 359 has focussed on the interpretation of the 1995 Melinda seismic survey in the northern part of EP 359. The Melinda seismic survey has defined a drilling location on the Melanie Prospect which has been seismically interpreted to have the potential to contain up to 60 million barrels of oil or 74 billion cubic feet of gas in the target Cretaceous Birdrong sandstone, if hydrocarbons are present. Melanie 1 is planned to be drilled to a depth of 1420m in February 1997, subject to environmental approval.

The Melanie Prospect is located onshore Cape Range Peninsula and on trend with the 1 trillion cubic feet Macedon Gas Field, 22 kilometres to the north and with the 20 billion cubic feet Rivoli Gas Field, 18 kilometres to the southeast. The Company will have a 22.3% direct and indirect near free carried interest up to a total well cost of $750,000 for the drilling of Melanie 1 through farmout to Tap Oil NL, Griffin Coal and Sun Resources NL. Victoria Petroleum N.L. is the Operator of the EP 359 Joint Venture.

Victoria Petroleum N.L. has a indirect 6.3% interest in the offshore Carnarvon Basin permit EP 367 covering an area of 44 square kilometres.

A seismic survey of 34 square kilometres was carried out in May 1996 to define a drilling location on the Beadon Prospect. Interpretation of the Beadon seismic survey has diminished the size of the Beadon Prospect to a sub economic prospect size for offshore drilling. A review of the remaining prospects within EP 367 is planned for 1997.

EP 41 covers an area of 794 square kilometres situated onshore and partially offshore in the Carnarvon Basin on the Cape Range Peninsula and Exmouth Gulf. The historically significant site of the first major oil flow in Australia, Rough Range 1, lies within EP 41.

The most recent exploration activity in EP 41 was the Rough Range East seismic survey carried out in mid 1995. Incorporation of this seismic survey into the existing seismic and geology data base of EP 41 indicates modest reserve size prospects are present on the Rough Range fault trend and its extension into the Exmouth Gulf. Further interpretation of the data is planned to determine future possible drilling locations in EP 41.

An economic evaluation of the merits of bringing the Rough Range Oil Field into production is also planned.
With the withdrawal of Ampolex Limited and Enterprise Oil from EP 41, Victoria Petroleum has increased its interest from 17.37% to 65%. Victoria Petroleum N.L. is the Operator of the EP 41 Joint Venture.

Victoria Petroleum N.L. has a 8.144% direct and indirect interest in the Part 2 Sage Block and a direct and indirect 5.345% interest in the remaining area of WA 254 P.

The permit comprises for non contiguous graticular blocks covering 322 square kilometres on the southern extension of the Legendre trend which contains the Legendre and Talisman Oil Fields. Three prospects, and six leads have been interpreted as present in the permit.

Helicon 1 was drilled in July 1996 to a total depth of 3,100 metres and was plugged and abandoned. Although hydrocarbons were not encountered in the primary Jurassic sands, strong gas shows were observed in a 7 metre interval in the Cretaceous M.australis sandstone. This gas bearing sand interval was cored but not tested as permeabilities were low.

The prospects for hydrocarbons in WA 254 P are considered very promising following the strong gas shows observed in the Helicon 1 M.australis sands. Future exploration efforts will focus on the Janus and Taurus Prospects and Sirius and Erebus leads.

The Sage Prospect in WA 254 P Part 2, lies 35 kilometres south of the 150 million barrel Wanaea Oil Field, and 4 kilometres to the north east of the Saffron 1 Oil and Gas Discovery in WA 1 P held by BHP / Woodside / Santos. The Sage Prospect is interpreted as a potential updip oil accumulation to the 9 metre interpreted residual oil column in Rosemary 1 and is interpreted to have the potential to contain within WA 254 P up to 27 million barrels of oil in target Cretaceous and Jurassic sands, if hydrocarbons are present. The Sage Prospect is considered mature for drilling.

Within WA 254 P Part 3, the Janus and Taurus Prospects have been interpreted from existing seismic data as prospects worthy of additional seismic exploration. Based on the existing seismic data, the Janus Prospect is interpreted to have the potential to contain up to 440 million barrels of oil in the target Jurassic sands, if hydrocarbons are present. The Taurus Prospect is interpreted from the existing seismic data to have the potential to contain up to 110 million barrels of oil in target Cretaceous sands, if hydrocarbons are present. A 400 kilometre seismic program is planned for late 1996 to further define the Janus and Taurus Prospects as possible future drilling targets.

Victoria Petroleum N.L. as a member of the Victoria Petroleum N.L., Sun Resources N.L. and Capital Energy N.L. consortium was awarded exploration licence WA 261 P on January 3, 1996.

WA 261 P covering an area of 299 square kilometres is located immediately to the south and adjacent to the Apache Energy / Santos Limited Permit, WA 209 P containing the 45 million barrel Stag Oil Field.

The most recent appraisal well on the Stag Field, Stag - 6H located 5 kilometres north of WA 261 P tested approximately 6,300 barrels of oil per day. Several leads and prospects with targets at the same producing horizon as the Stag Oil Field are seismically interpreted to be present in WA 261 P.

A 250 kilometre seismic survey was carried out in February 1996 by Apache Energy to define a drilling target for drilling in 1997 by the WA 209 P Joint Venture of Apache Energy / Santos Limited / Globex under the terms of the seismic and drilling farmin option, which if exercised will result in a free carried 7.5% interest for Victoria Petroleum N.L. through the drilling of a well in early 1997. The seismic survey is currently being processed and interpreted by Apache Energy with final results expected in November 1996.

Victoria Petroleum N.L. is the Operator of the WA 261 P Joint Venture.

Following the experimental five kilometre seismic program carried out in June 1994, interpretation has shown that seismic has the potential to delineate the gas bearing sands of the Reids Dome Gas Field. A 25 kilometre seismic survey to extend the seismic coverage and to define additional shallow “gas sand” drilling locations was carried out in April 1995 and indicates the potential for a gas reserve of up to 20 billion cubic feet of gas, if gas is present.

A further two to three well program is planned for the second quarter of 1997, subject to farmout.

The presence of the State Gas Pipeline to Gladstone has improved the access to market from this field. The Reids Dome Gas Field lies just 60 kilometres from the State Gas Pipeline and requires an indicated minimum of 10 billion cubic feet of gas to be economic.

Future exploration in ATP 465 will focus on delineating the gas potential of the Cherwondah Anticline in the deeper Permian sands of the Gyranda Formation, the potential of horizontal drilling to enhance gas production rates in the Triassic tight gas Clematis sandstones and the coal bed methane potential of the north eastern area of the permit adjacent to the adjoining CRA Peat Gas Field discovery.

The Yarrabend No.5 gas well remains suspended with the Joint Venture considering a completion and testing program in the near future.

McIver-1 was drilled in May 1996 to a total depth of 1405 metres to test the McIver Prospect situated on the Canaway Ridge. Excellent reservoirs were drilled in the target Hutton and Basal Jurassic Sandstones, but hydrocarbons were not encountered. Further evaluation of the remaining prospects and leads in the McIver Block is planned.

Victoria Petroleum N.L. is the Operator for the McIver Block.

Victoria Petroleum N.L., by reimbursing past geophysical costs, can elect to acquire a 25% interest in the Ueleven Block which contains the Ueleven Prospect, subject to farmout.

The Ueleven Prospect is situated updip from the Bargie Oil Field, 25 kms to the west, and is seismically interpreted to have the potential to contain up to 46 million barrels of oil in the target Hutton Sandstone, if oil is present.

Ueleven-1 is planned to be drilled early January 1997 by the ATP 560P Operator, Oil Wells Inc., to a total depth of 1200 metres.

Victoria Petroleum N.L. was granted this southwest Queensland permit in September, 1994, and holds a 60% interest and Operatorship. This Cooper/Eromanga Basin permit is adjacent to the MIM Petroleum permit containing the 9.4 million cubic feet per day Bunya-1 gas discovery and the OCA 4 million cubic feet per day Thylungra-1 gas and condensate discovery. The Springfield Gas Prospect, 22 kilometres northeast of Bunya-1, is estimated to have the potential to contain up to 45 billion cubic feet of gas and along with the 254 billion cubic feet Regeleigh Gas Prospect, 60 kilometres east of Springfield 1, have been identified as immediate drilling targets, and subject to farmout are planned to be drilled in the third quarter of 1997.

Significant Jurassic oil potential has also been interpreted as present in ATP 589P in the Barcoo Junction area, based on the oil shows seen in the numerous well drilled in the permit.

Jampot 1 was drilled in May 1996 to a total depth of 1610 metres to test the Jampot Prospect situated on the northern part of the Canaway Ridge. Excellent reservoirs were drilled in the target Hutton and Basal Jurassic sandstones but hydrocarbons were not encountered.

Barcoo Junction 2 was drilled in June 1996 to a total depth of 2620 metres to test the Barcoo Junction Prospect in the north western area of ATP 589(1). Barcoo Junction 2 was prognosed prior to drilling as an updip test of the oil and gas shows observed in the Hutton and Basal Jurassic sands in Barcoo Junction 1, drilled in 1980.

Barcoo Junction 2 encountered good oil shows in the target Hutton and Basal Jurassic sandstones. Four drill stem tests were carried out over the zones of interests but were technical misruns and did not conclusively prove the presence or absence of hydrocarbons in the zones of interest.

Further evaluation of the well results of Barcoo Junction 2 is in progress to determine the significance of the oil shows encountered in the Hutton and Basal Jurassic sandstones.

Several other prospects and leads have been identified in ATP 589P and are currently being evaluated as potential future drilling targets. Up to three farmout wells may be drilled in ATP 589P(1) in mid 1997.

The continuing Jurassic oil and Permian gas discoveries in this area of the Cooper / Eromanga Basin confirm the strategic exploration value of the acreage position that Victoria Petroleum N.L. holds in this area of the Cooper / Eromanga Basin.

The primary targets in the permit are structural traps along the Merivale High trend which is the southern extension of the Merivale Fault system, along which the majority of the Denison Trough fields are located. Ten leads and prospects have been mapped along the Merivale High trend with potential reserves calculated at 84 million barrels, if hydrocarbons are present.

Interpretation of the existing seismic data in ATP 593P has identified the Heather Downs and Heather Downs West Prospects, as Hutton/Precipice sandstone four way dip closed structures updip to the strong residual oil shows in the Hutton/Precipice sandstones in Don Juan-1 and in Flaneur-1, 25 kilometres to the north.

The Heather Downs Prospect with the potential to contain up to 20 million barrels of oil, if oil is present, is ready for drilling, and subject to farmout and rig availability, will be drilled in late November 1996.

Victoria Petroleum N.L. was granted this permit and Operatorship in December, 1994, and prior to farmout held a 60% interest in the whole permit. The permit is located on the western Surat Basin adjacent to several oil fields and includes the zero edge of the Boxvale Sandstone, the primary producing reservoir in the area. Several four-way dip closures are mapped and ready for drilling.

Tarmoola-1 encountered an excellent Boxvale Sandstone target reservoir section without any hydrocarbon shows and was plugged and abandoned.

Future exploration will focus on the definition of those structures in the permit most likely to have been sited on past oil migration pathways in the permit.

Victoria Petroleum N.L. has withdrawn from this permit.

Victoria Petroleum N.L. has withdrawn from this permit.

EPP 24 contains the Troas gas discovery which is interpreted to have up to several hundred billion cubic feet of gas in the Troas structure. Several other major structures remain untested in EPP 24. A data review of the hydrocarbon potential’s of EPP 24 is currently in progress.

Victoria Petroleum N.L. considers the offshore Otway Basin to have all the parameters to be a future major oil and gas province.

An evaluation of the petroleum potential of the northern part of PEL 57 involving seismic reprocessing has defined the McNicol Prospect, interpreted to contain up to 58 BCF of gas. Drilling of the McNicol Prospect is scheduled for December 1996.

The recent major gas discoveries by BHP in the adjacent offshore Otway Basin are considered to have upgraded the hydrocarbon potential of the Otway Basin as a whole.

PAPUA NEW GUINEA

Delineation of the prospects present in PPL 106 continued during the quarter.

The Menga structure complex is interpreted to have updip potential of up to 60 million barrels. The Muir Prospect, 20 kilometres to the southwest of the Ok-Tedi mine has been interpreted to have the potential to contain up to 180 million barrels of oil, if hydrocarbons are present.

Future exploration work in PPL 106 will focus on the Tumuli Prospect, with the potential to contain up to 250 million barrels of oil, if oil is present. The Tumuli Prospect remains a target for drilling in the eastern portion of PPL 106 in late 1997, following a seismic program and subject to farmout.

NEW CALEDONIA

Victoria Petroleum N.L., by paying 50% of the October 1995, 49 kilometre seismic program over the Gouaro Anticline, has the option to earn a 50% interest in PRA 436 by paying 50% of the cost of drilling a well in mid 1997.

The Gouaro Anticline is a surface anticline estimated from seismic interpretation of the 1995 Gouaro Seismic data to have the potential to contain up to 166 billion cubic feet of gas or 95 million barrels of oil, if hydrocarbons are present.

Gwaaro 1 is planned to be drilled in mid 1997, subject to farmout.

A major ready market for gas of up to 55 million cubic feet per day is available in the adjacent industrial and Nickel refining operations in New Caledonia.

EAST AFRICA AND MIDDLE EAST

Victoria Petroleum N.L. has initiated the evaluation of petroleum exploration and development opportunities on the east coast of Africa in Mozambique and in the Middle East to add to Victoria Petroleum N.L.’s international exploration profile. This activity is at an early stage, with the aim of Victoria Petroleum N.L. to secure areas which will be candidates for future farmout drilling activity.

KESTREL ENERGY, INC.

Victoria Petroleum N.L., through its wholly owned subsidiary Victoria International Petroleum N.L. holds 61.3% of the Common Stock of Kestrel Energy, Inc.

Kestrel Energy, Inc. is an active publicly listed NASDAQ US oil and gas production and exploration company, NASDAQ code 'KEST'.

For the quarter ending June 30, 1996, estimated net oil and gas production from Victoria Exploration Inc. and Kestrel Energy, Inc.’s United States operations was 67 million cubic feet of gas and 9,622 barrels of oil. Total estimated Kestrel and Victoria Exploration Inc. oil and gas production for the quarter was 20,771 barrels of oil equivalent.

Average Kestrel and Victoria Exploration Inc. estimated daily production was 0.7 million cubic feet of gas and 107 barrels of oil amounting to 231 barrels of oil equivalent per day.

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