ALLIGATOR ENERGY LIMITED — Share Issue/Capital Change 2017

Mar 9, 2017

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ALLIGATOR ENERGY LTD

ACN 140 575 604

Ph (07) 3852 4712 Fax (07) 3852 5684 PO Box 338, Spring Hill, Qld 4004 Suite 3, 36 Agnes Street, Fortitude Valley QLD 4006

Australian Securities Exchange 20 Bridge Street Sydney, NSW, 2000

Unlisted Options – Lapses and new issue

Alligator Energy Limited (ASX: AGE) provides the following update in relation to unlisted options issued to employees and contractors under the Employee Share Option Plan approved by shareholders:

• 700,000 15 cent options issued on 24 March 2014 and expiring on 7 March 2017 have lapsed without being exercised;

• 2,913,158 Zero Strike Priced Options under the short term incentive plan for the 2017 field season were issued on 10 March 2017 with an expiry date of 7 March 2018; and

• 2,913,158 Zero Strike Priced Options under the long term incentive plan were issued on 10 March 2017 with an expiry date of 7 March 2020

An Appendix 3B for the unlisted option issue is attached.

Yours sincerely

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Mike Meintjes

Company Secretary

10 March 2017

Appendix 3B New issue announcement

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

ALLIGATOR ENERGY LIMITED

ABN

79 140 575 604

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 Unlisted Options to acquire Fully Paid be issued Ordinary Shares 2 Number of[+] securities issued or 5,826,316 Unlisted Options to be issued (if known) or maximum number which may be issued

• See chapter 19 for defined terms.

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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)

2,913,158 zero strike priced options issued under the Employee Share Option Plan approved by shareholders on 21 November 2014. These options are granted to key personnel and only vest based on achievement of the KPIs established as part of a short term incentive plan for the 2017 field season. This KPI assessment and the resultant vesting and conversion must occur before 7 March 2018. Any options that do not vest will automatically expire at that date. The number of options granted is based on 15% of the estimated annual cost for these personnel and the weighted average share price leading up to the grant date. 2,913,158 zero strike priced options expiring on 7 March 2020 issued under the Employee Share Option Plan approved by shareholders on 21 November 2014. These options are issued to key personnel and only vest based on criteria linked to the commencement of resource drilling on a significant discovery or a change of shareholding control. The grant of these options is part of a long term incentive plan established for key personnel. The number of options granted was based on 15% of the estimated annual cost for these personnel and the weighted average share price leading up to the grant date.

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally No- unlisted options not quoted 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 5 Issue price or consideration Nil 6 Purpose of the issue Issued under Employee Share Option Plan (If issued as consideration for approved by shareholders on 21 November the acquisition of assets, clearly 2014 in respect of the Short and Long Term identify those assets) Performance Incentive Plan established for key personnel. 6a Is the entity an[+] eligible entity No 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 6b The date the security holder Not applicable resolution under rule 7.1A was passed 6c Number of[+] securities issued Not applicable without security holder approval under rule 7.1

• See chapter 19 for defined terms.

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6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 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. 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 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 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. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	Not applicable	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Rule 7.1 - 68,220,607 Rule 7.1A - 45,480,404
	10 March 2017
	Number	+Class
	454,804,044 44,992,049	Ordinary Shares Options- exercisable at $0.021 per option before 27 December 2019.

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	1,000,000 2,205,882 2,913,158 2,035,647 1,272,300 2,913,158	Options exercisable at $0.00 if vesting conditions are met before 2 May 2017 Options exercisable at $0.00 if vesting conditions are met before 26 November 2017 Options exercisable at $0.00 if vesting conditions are met before 7 March 2018 Options exercisable at $0.00 if vesting conditions are met before 21 April 2018 Options exercisable at $0.00 if vesting conditions are met before 7 June 2019 Options exercisable at $0.00 if vesting conditions are met before7March 2020

• 10 Dividend policy (in the case of a There is no change in the dividend policy trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval Not Applicable required? 12 Is the issue renounceable or nonNot Applicable renounceable?

• See chapter 19 for defined terms.

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13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 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. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable

• See chapter 19 for defined terms.

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26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 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 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable

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) +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

• See chapter 19 for defined terms.

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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

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38 Number of[+] securities for which Not Applicable +quotation is sought 39 +Class of +securities for which Not Applicable quotation is sought

• 40 Do the[+] securities rank equally in Not Applicable 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

• 41 Reason for request for quotation Not Applicable now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security)

Number +Class

42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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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.

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Sign here: ............................................................Date: 10 March 2017

Company Secretary Print name: ........M C Meintjes.................................................

• See chapter 19 for defined terms.

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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

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Insert number of fully paid [+] ordinary 357,481,564
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities 97,322,480
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
Subtract the number of fully paid [+] ordinary -
securities cancelled during that 12 month
period
“A” 454,804,044
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• See chapter 19 for defined terms.

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• Step 2: Calculate 15% of “A” “B” 0.15 [Note: this value cannot be changed]

• Multiply “A” by 0.15 68,220,607 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	Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15	68,220,607
Note: number must be same as shown in
Step 2
Subtract“C”	-
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	68,220,607
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

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Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A” 454,804,044
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10 45,480,404
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
“E” -
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• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	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	45,480,404
Subtract“E” Note: number must be same as shown in Step 3	-
Total[“A” x 0.10] – “E”	45,480,404 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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