Issue of Shares & Cleansing Notice - Placement

03 May 2016

Issue of Shares & Cleansing Notice - Placement

88 Energy Limited ("88 Energy" or the “Company", ASX:88E, AIM 88E) advises that it has issued 476,709,698 fully paid ordinary shares at A$0.031 under ASX Listing Rule 7.1 and 238,354,849 fully paid ordinary shares at A$0.043 under ASX Listing Rule 7.1A, to professional and sophisticated investors to raise ~A$25m (before costs) (“Placement”).

Information required under Listing Rule 3.10.5A

The Company provides the following information as required under ASX Listing Rule 3.10.5A in respect of the shares issued under the Company’s 10% Placement Capacity under Listing Rule 7.1A:

a)    The dilutive effect of the Placement on existing shareholders is as follows:

Number of shares on issue prior to the Placement: 3,178,064,656

Dilution as a result of issue under LR 7.1 of 476,709,698 shares	15%
Dilution as a result of issue under LR 7.1A of 238,354,849 shares	7.5%
Total Dilution	22.5%

Details of the Company’s issued capital following completion of the share issue under Listing Rule 7.1A held by pre-issue shareholders and new shareholders are as follows:

	Shares	Percentage
Pre-issue shareholders who did not participate in the new issue	3,174,403,123	92.92%
Pre issue shareholders who participated in the new issue	7,542,483	0.22%
New shareholders who participated in the new issue	234,473,899	6.86%
Total	3,416,419,505	100%

b)    The 238,354,849 shares issued under Listing Rule 7.1A were issued to sophisticated and professional investors as it was considered to be the most efficient mechanism for raising much needed funds at the time;

c)    There were no underwriting arrangements entered into; and

d)    Commission for the  Placement was 6% (plus GST) of total funds raised.

A notice under s708A(5)(e) of the Corporations Act and Appendix 3B, in respect to the above shares issued is attached.

NOTICE UNDER SECTION 708A(5)(e) OF THE CORPORATIONS ACT

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

476,709,698 fully paid ordinary shares were issued to professional and sophisticated investors at an issue price of A$0.031 under the Company’s 15% Placement Capacity under Listing Rule 7.1. A further 238,354,849 shares were issued to professional and sophisticated investors at an issue price of A$0.043 under the Company’s 10% Placement Capacity under Listing Rule 7.1A. The shares are part of a class of securities quoted on ASX and may be subject to a subsequent offer for sale.

The Company issued the Shares 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.

Yours faithfully

Dave Wall
Managing Director
88 Energy Ltd

Media and Investor Relations:

Australia
88 Energy Ltd [e-mail] [phone] Hartleys Limited As Corporate Advisor Mr Dale Bryan [phone]
United Kingdom Cenkos Securities Plc
As Nominated Adviser Mr Neil McDonald	Mr Derrick Lee
Tel: [phone]	Tel: [phone]

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.

1.1             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	Fully Paid Ordinary Shares Fully Paid Ordinary Shares
2	Number of +securities issued or to be issued (if known) or maximum number which may be issued	476,709,698 238,354,849
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 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 Yes
5	Issue price or consideration
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)		1.    Placement under the Company’s 15% placement capacity under Listing Rule 7.1 to domestic and international institutional and sophisticated investors to raise A$25 million. Funds will be used to complete the acquisition of additional acreage at Project Icewine (located in North Slope Alaska), for seismic costs, to progress the Company’s exploration program at Project Icewine and for working capital; 2.    Placement under the Company’s 10% placement capacity under Listing Rule 7.1A to domestic and international institutional and sophisticated investors to raise A$25 million. Funds will be used to complete the acquisition of additional acreage at Project Icewine (located in North Slope Alaska), for seismic costs, to progress the Company’s exploration program at Project Icewine and for working capital.
6a	Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?   If Yes, complete sections 6b – 6hin 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		Nil under rule 7.1 79,451,617  under rule 7.1A  79,451,617 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.	4 May 2016
			Number	+Class
8		Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)	3,893,129,203     413,459,650	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)	2,500,000	Unlisted options exercisable at $0.45 on or before 31 October 2016
		1,000,000	Unlisted options exercisable at $0.42 on or before 12 June 2017 (vesting conditions apply)
		2,000,000	Unlisted options exercisable at $0.28 on or before 12 June 2017
		250,000	Unlisted options exercisable at $0.16 on or before 12 June 2017
		1,000,000	Unlisted options exercisable at $0.014 on or before 2 March 2018
		45,000,000	Unlisted options exercisable at $0.015 on or before 18 February 2018
		14,276,167	Unlisted options exercisable at $0.016 on or before 31 August 2018
		62,965,301	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

32	How do security holders dispose of their entitlements (except by sale through a broker)?	N/A
33	+Issue date	N/A

Part 3 ? Quotation of securities

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

34	Type of +securities tick one)
(a)	X	+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

        (i)               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: 3 May 2016

                        (Company Secretary)

Print name:     Sarah Smith

== == == == ==

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

1.2             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 52,128,585 issued 16 February 2016 (on exercise of Options previously approved by Shareholders) 24,758,964 issued 17 February 2016 (on exercise of Options previously approved by Shareholders) 2,500,000 issued 19 February 2016 (on exercise of Options previously approved by Shareholders) 1,900,000 issued 22 February 2016 (on exercise of Options previously approved by Shareholders) 3,000,000 issued 2 March 2016 (on exercise of Options  previously issued under Employee Incentive Option Scheme) 3,000,000 issued 4 March 2016 (on exercise of Options  previously issued under Employee Incentive Option Scheme) 3,400,000 issued 4 March 2016 (on exercise of options previously approved by Shareholders) 119,618 issued 10 March 2016 (on exercise of options previously approved by Shareholders) 1,416,666 issued 11 March 2016 (on exercise of options previously approved by Shareholders) 500,000 issued 11 March 2016 (on exercise of options previously approved by Shareholders) 3,000,000 issued 17 March 2016 (on exercise of Options  previously issued under Employee Incentive Option Scheme) 200,000 issued 19 April 2016 (on exercise of Options previously approved by Shareholders)
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period	5,500,000 540,000
“A”	3,178,064,656

Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply “A” by 0.15	476,709,698
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	476,709,698 issued 3 May 2016
“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	476,709,698
Subtract “C” Note: number must be same as shown in Step 3	-
Total [“A” x 0.15] – “C”	0  [Note: this is the remaining placement capacity under rule 7.1]

1.3             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	3,178,064,656
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply “A” by 0.10	317,806,466
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	238,354,849 issued 3 May 2016
“E”	238,354,849

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	317,806,466
Subtract “E” Note: number must be same as shown in Step 3	238,354,849
Total [“A” x 0.10] – “E”	79,451,617 Note: this is the remaining placement capacity under rule 7.1A