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Issued Share Capital & Appendix 3B

RNS Announcement

RNS Number : 7909F

88 Energy Limited

31 October 2018

88 Energy Limited

Issued Share Capital & Appendix 3B

88 Energy Limited (ASX: 88E) ("88 Energy" or the "Company") confirms that following the closing of the Non-Renounceable Rights Issue, announced on 3rd October 2018 (the "Rights Issue"), the Company has issued a total of 202,295,078 new shares pursuant to the Rights Issue ("New Shares").

Following the issue of the New Shares, which rank pari passu to the existing ordinary shares in the Company, the Company has 5,775,984,724 ordinary shares in issue, all of which have voting rights. Application has been made for admission of the New Shares to trading on AIM, which is expected to occur on 1st November 2018.

Media and Investor Relations:

88 Energy Ltd

Dave Wall, Managing Director Tel: +61 8 9485 0990

Email: [email protected]

Finlay Thomson, Investor Relations Tel: +44 7976 248471

Hartleys Ltd

Dale Bryan Tel: + 61 8 9268 2829

Cenkos Securities Tel: + 44 131 220 6939

Neil McDonald/Derrick Lee

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.

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	Fully Paid Ordinary Shares

2	Number of +securities issued or to be issued (if known) or maximum number which may be issued	202,295,078

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)	Fully Paid Ordinary Shares


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		Yes

5	Issue price or consideration		$0.018 per share

6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)		Issue of Shares for pro-rata non-renounceable Rights Issue to shareholders on the basis of 1 new share for every 7 shares held on the record date as per ASX announcement released on 3^rd October 2018, and Offer Document lodged with ASX on 5^th October 2018. The Company intends to use the funds from the Rights issue to for potential production testing at the Winx-1 exploration well, possible cost overruns associated with the drilling of Winx-1, lease rentals and interest costs to maintain assets in good standing, ongoing geological and geophysical work and working capital and general administration.

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		18 April 2018

6c	Number of +securities issued without security holder approval under rule 7.1		Nil

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

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

6f	Number of +securities issued under an exception in rule 7.2		202,295,078 fully paid ordinary shares

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		787,276,042 under rule 7.1 70,706,249 under rule 7.1A 857,982,291 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.	31 October 2018

			Number	+Class
8		Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)	5,775,984,724	Fully paid ordinary shares

		Number	+Class
9	Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)	60,465,301 131,500,000 22,000,000 90,000,000 10,000,000 21,900,000 31,249,110	Unlisted options exercisable at $0.021 on or before 1 November 2018 Unlisted options exercisable at $0.055 on or before 27 October 2021 Unlisted options exercisable at $0.05 on or before 27 October 2021 Unlisted options exercisable at $0.06 on or before 14 March 2020 Unlisted options exercisable at $0.03 on or before 31 July 2020 Performance Rights (subject to vesting conditions) Performance Rights (subject to vesting conditions) (Employee)

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?	No

12	Is the issue renounceable or non-renounceable?	Non-renounceable

13	Ratio in which the +securities will be offered	1 share of every 7 seven shares held on the Record Date

14	+Class of +securities to which the offer relates	Offer of ordinary shares to eligible holders of shares at the Record Date

15	+Record date to determine entitlements	10 October 2018

16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	No

17	Policy for deciding entitlements in relation to fractions	Rounding Up

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.	All countries except Australia, New Zealand and United Kingdom

19	Closing date for receipt of acceptances or renunciations	5:00pm (WST) 26 October 2018


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	12 October 2018

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

31 October 2018

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

(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

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: Sarah Smith Date: 31 October 2018

(Company Secretary)

Appendix 3B - Annexure 1

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

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

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	4,649,763,932
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	202,295,078 shares to be issued for Rights Issue 2,000,000 issued 16 January 2018 (on exercise of Listed Options previously approved by Shareholders) 9,344,441 issued 22 January 2018 (on exercise of Listed Options previously approved by Shareholders) 2,000,000 issued 30 January 2018 (on exercise of Listed Options previously approved by Shareholders) 5,075,000 issued 06 February 2018 (on exercise of Listed Options previously approved by Shareholders) 36,000,000 issued 06 February 2018 (on exercise of Options previously approved by Shareholders) 9,000,000 issued 07 February 2018 (on exercise of Unlisted Options previously approved by Shareholders) 9,223,533 issued 07 February 2018 (on exercise of Listed Options previously approved by Shareholders) 28,625,037 issued 16 February 2018 (on exercise of Listed Options previously approved by Shareholders) 109,255,214 issued 23 February 2018 (on exercise of Listed Options previously approved by Shareholders) 106,313,042 issued 02 March 2018 (on exercise of Listed Options previously approved by Shareholders) 121,364,340 issued 09 March 2018 (on exercise of Listed Options previously approved by Shareholders) 9,189,043 issued 14 March 2018 (on exercise of Listed Options previously approved by Shareholders). Underwritten shortfall allocation 13,224,952 shares issued on 31 August 2018 (on exercise of Options previously approved by Shareholders) 2,500,000 (on exercise of Options previously approved by Shareholders)
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period
"A"	5,315,173,613

Step 2: Calculate 15% of "A"
"B"	0.15 [Note: this value cannot be changed]
Multiply "A" by 0.15	797,276,042
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	10,000,000 Unlisted Options issued 31 July 2018
"C"	10,000,000
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	797,276,042
Subtract "C" Note: number must be same as shown in Step 3	10,000,000
Total ["A" x 0.15] - "C"	787,276,042 [Note: this is the remaining placement capacity under rule 7.1]

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	5,315,173,613
Step 2: Calculate 10% of "A"
"D"	0.10 Note: this value cannot be changed
Multiply "A" by 0.10	531,517,361
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	460,811,112 shares issued 10 May 2018
"E"	460,811,112

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

531,517,361

Subtract "E"

Note: number must be same as shown in Step 3

460,811,112

Total ["A" x 0.10] - "E"

70,706,249

Note: this is the remaining placement capacity under rule 7.1A

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END

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RNS metadata

Title: Issued Share Capital & Appendix 3B
Time: 07:00:05
Date: 31 Oct 2018
Category: Capital structure
ID: 7909F