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Cleansing Notice and Appendix 3B

RNS Announcement

RNS Number : 3217N

88 Energy Limited

28 January 2016

Cleansing Notice

and Appendix 3B

88 Energy Limited ("88 Energy", "the Company") (ASX, AIM: 88E) advises that it has issued 10,000,000 listed options (exercisable at $0.02 per option on or before 2 March 2018) to the General Manager of Operations in Alaska. The Options were issued upon the satisifaction of milestones as approved by shareholders at a General Meeting held 30 October 2015. The options are part of a class of securities quoted on ASX and may be subject to a subsequent offer for sale.

The Directors of 88 Energy provide a notice for the purposes of section 708A(5)(e) of the Corporations Act 2001.

The Company issued the Listed Options above without a disclosure document to investors under Part 6D.2 of the Corporations Act.

The Company, as at the date of this notice, has complied with:

(a) the provisions of Chapter 2M of the Corporations Act; and

(b) section 674 of the Corporations Act.

There is no excluded information, as defined in sections 708A(7) and 708A(8) of the Corporations Act, as at the date of this notice. An Appendix 3B, in respect to the options issued is attached.

Media and Investor Relations:

Australia

88 Energy Ltd

admin@88energy.com

+61 8 9485 0990

Hartleys Limited

As Corporate Advisor

Mr Dale Bryan

+61 8 9268 2829

United Kingdom

Cenkos Securities Plc

As Nominated Adviser

Mr Neil McDonald

Mr Derrick Lee

Tel: +44 (0)131 220 9771 / +44 (0)207 397 1953

Tel: +44 (0)131 220 9100 / +44 (0)207 397 8900

Project Icewine Highlights

In November 2014, the Company entered into a binding agreement with Burgundy Xploration (BEX) to acquire a significant working interest (87.5%, reducing to 78% on spud of the first well on the project) in a large acreage position on a multiple objective, liquids rich exploration opportunity onshore Alaska, North America, referred to as Project Icewine. In November 2015, the gross acreage position was expanded by 174,240 acres (to be awarded in due process by the State of Alaska)..

88 Energy has a 272,422 gross contiguous acre position with 212,489 acres net to the Company, located on an all year operational access road with both conventional and unconventional oil potential. The primary term for the State leases is 10 years with no mandatory relinquishment and a low 16.5% royalty.

The unconventional oil play will be evaluated based on core obtained in the recently completed (December 2015) Icewine #1 exploration well.

Figure 1: Project Icewine Location (please refer to the pdf version of this announcement available from the Company's website)

Generous exploration incentives are provided by the State of Alaska with up to 85% of exploration expenditure in 2015 cash refundable, dropping to 75% mid 2016 and thereafter 35%.

The primary objective is an untested, unconventional liquids-rich shale play in a prolific source rock, the HRZ shale,(Brookian Sequence), that co-sourced the largest oil field in North America; the giant Prudhoe Bay Oil Field Complex. Internal modelling and analysis indicates that Project Icewine is located in a high liquids vapour phase sweetspot analogous to those encountered in other Tier 1 shale plays e.g. the Eagle Ford, Texas.

Conventional play potential can be found at Project Icewine within the same Brookian petroleum system and shallow to the HRZ shale and includes high porosity channel and deep water turbiditic sands. The Brookian conventional play is proven on the North Slope; the USGS (2013) estimate the remaining oil potential to be 2.1 billion barrels just within the Brookian sequence. Additional conventional potential exists in the deeper Kuparuk sands and the Ivashuk Formation.

Drilling, (2012), in the adjacent acreage to the north confirmed that the HRZ shales, along with the underlying Kingak & Shublik shales, were all within the oil window which is extremely encouraging for the unconventional potential at Project Icewine. In addition, a conventional oil discovery was reported in the Kuparuk sandstones.

A Prospective Resources Report by DeGolyer and MacNaughton, was commissioned by 88 Energy to evaluate the unconventional resource potential of Project Icewine in early December 2014 and was released to the market on 19 January 2015.

About 88 Energy: 88 Energy has a 78% working interest and operatorship in ~272,000 acres (~174,000 acres subject to formal award) onshore the prolific North Slope of Alaska ("Project Icewine"). The North Slope is the host for the 15 billion barrel Prudhoe Bay oilfield complex, the largest conventional oil pool in North America. The Company, with its Joint Venture partner Burgundy Xploration, has identified three highly prospective play types that are likely to exist on the Project Icewine acreage - two conventional and one unconventional. The large resource potential of Project Icewine was independently verified by leading international petroleum resource consultant DeGolyer and MacNaughton. In addition to the interpreted high prospectivity, the project is strategically located on a year-round operational access road and only 35 miles south of Pump Station 1 where Prudhoe Bay feeds into the TransAlaska Pipeline System. The Company plans to progress drilling and seismic acquisition in the near term to take advantage of the globally unique fiscal system in Alaska, which allows for up to 85% of CY2015 exploration expenditure to be rebated in cash.

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,

application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

88 ENERGY LIMITED

ABN

80 072 964 179

We (the entity) give ASX the following information.

1. Part 1 ‑ All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+Class of +securities issued or to be issued	Listed Options ($0.02; Expiry 2 March 2018)

2	Number of +securities issued or to be issued (if known) or maximum number which may be issued	10,000,000

3	Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Listed Options ($0.02; Expiry 2 March 2018)


4	Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state: · the date from which they do · the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment · the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment		The Listed Options will rank equally on conversion of these securities into ordinary shares

5	Issue price or consideration		Nil

6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)		10,000,000 Listed Options issued to General Manager of Alaskan Operations on satisfaction of associated milestones as approved by Shareholders at General Meeting held 30 October 2015, and outlined in Notice of Meeting dated 23 September 2015.

6a	Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i		Yes

6b	The date the security holder resolution under rule 7.1A was passed		24 April 2015

6c	Number of +securities issued without security holder approval under rule 7.1		N/A

6d	Number of +securities issued with security holder approval under rule 7.1A		N/A

6e	Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)		N/A

6f	Number of +securities issued under an exception in rule 7.2		N/A

6g	If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.		N/A

6h	If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements		N/A

6i	Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements		462,321,123 under rule 7.1 308,214,082 under rule 7.1A 770,535,205 Total

7		+Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	28 January 2016

			Number	+Class
8		Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)	3,082,140,823 413,659,650	Fully paid ordinary shares Listed Options ($0.02; Expiry 2 March 2018)

		Number	+Class
9	Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)	300,000 2,500,000 2,500,000 1,000,000 2,000,000 1,000,000 250,000 12,000,000 20,000,000 45,000,000 3,000,000 70,000,000 68,965,301	Unlisted options exercisable at $0.70 on or before 10 April 2016 Unlisted options exercisable at $0.45 on or before 31 March 2016 Unlisted options exercisable at $0.45 on or before 31 March 2016 (voluntary escrow for 12 months) Unlisted options exercisable at $0.42 on or before 12 June 2017 (vesting conditions apply) Unlisted options exercisable at $0.28 on or before 12 June 2017 Unlisted options exercisable at $0.30 on or before 22 April 2016 Unlisted options exercisable at $0.16 on or before 12 June 2017 Unlisted options exercisable at $0.01 on or before 22 October 2017 Unlisted options exercisable at $0.014 on or before 2 March 2018 Unlisted options exercisable at $0.015 on or before 18 February 2018 Unlisted options exercisable at $0.015 on or before 18 February 2018 Unlisted options exercisable at $0.016 on or before 31 August 2018 Unlisted options exercisable at $0.021 on or before 1 November 2018

10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	N/A

Part 2 ‑ Pro rata issue

11	Is security holder approval required?	N/A

12	Is the issue renounceable or non-renounceable?	N/A

13	Ratio in which the +securities will be offered	N/A

14	+Class of +securities to which the offer relates	N/A

15	+Record date to determine entitlements	N/A

16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A

17	Policy for deciding entitlements in relation to fractions	N/A

18	Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	N/A

19	Closing date for receipt of acceptances or renunciations	N/A


20	Names of any underwriters	N/A

21	Amount of any underwriting fee or commission	N/A

22	Names of any brokers to the issue	N/A

23	Fee or commission payable to the broker to the issue	N/A

24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders	N/A

25	If the issue is contingent on security holders' approval, the date of the meeting	N/A

26	Date entitlement and acceptance form and offer documents will be sent to persons entitled	N/A

27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	N/A

28	Date rights trading will begin (if applicable)	N/A

29	Date rights trading will end (if applicable)	N/A

30	How do security holders sell their entitlements in full through a broker?	N/A

31	How do security holders sell part of their entitlements through a broker and accept for the balance?	N/A

How do security holders dispose of their entitlements (except by sale through a broker)?

N/A

+Issue date

N/A

Part 3 ‑ Quotation of securities

You need only complete this section if you are applying for quotation of securities

Type of +securities

(tick one)

(a)

+Securities described in Part 1 (Shares and Listed Options only)

(b)

All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35		If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

36		If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37		A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

38	Number of +securities for which +quotation is sought	N/A

39	+Class of +securities for which quotation is sought	N/A

40	Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state: · the date from which they do · the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment · the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	N/A

41	Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another +security, clearly identify that other +security)	N/A

		Number	+Class
42	Number and +class of all +securities quoted on ASX (including the +securities in clause 38)	N/A

2. Quotation agreement

1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.

2 We warrant the following to ASX.

· The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

· There is no reason why those +securities should not be granted +quotation.

· An offer of the ⁺securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

· Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

· If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 28 January 2016

(Company Secretary)

Print name: Sarah Smith

== == == == ==

3. Appendix 3B - Annexure 1

4. Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

5. Part 1

Rule 7.1 - Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue	452,026,723
Add the following: • Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid +ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here - other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	691,319,300 issued 2 March 2015 2,000,000 issued 17 March 2015 170,000,000 issued 30 July 2015 1,030,000,000 issued 27 August 2015 300,000,000 issued 30 November 2015 442,834,800 issued 18 December 2015
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period	5,500,000 540,000
"A"	3,082,140,823

Step 2: Calculate 15% of "A"
"B"	0.15 [Note: this value cannot be changed]
Multiply "A" by 0.15	462,321,123
Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used
Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded - not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items
"C"	-
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1
"A" x 0.15 Note: number must be same as shown in Step 2	462,321,123
Subtract "C" Note: number must be same as shown in Step 3	-
69	462,321,123 [Note: this is the remaining placement capacity under rule 7.1]

6. Part 2

Rule 7.1A - Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
"A" Note: number must be same as shown in Step 1 of Part 1	3,082,140,823
Step 2: Calculate 10% of "A"
"D"	0.10 Note: this value cannot be changed
Multiply "A" by 0.10	308,214,082
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used
Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities - not just ordinary securities • Include here - if applicable - the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	nil
"E"	nil

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A
"A" x 0.10 Note: number must be same as shown in Step 2	308,214,082
Subtract "E" Note: number must be same as shown in Step 3	nil
Total ["A" x 0.10] - "E"	308,214,082 Note: this is the remaining placement capacity under rule 7.1A

This information is provided by RNS

The company news service from the London Stock Exchange

END

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RNS metadata

Title: Cleansing Notice and Appendix 3B
Time: 12:24:20
Date: 28 Jan 2016
Category: Miscellaneous
ID: 3217N