AXP ENERGY LIMITED — Share Issue/Capital Change 2016

Oct 5, 2016

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

AUSTIN EXPLORATION LIMITED

ABN

98 114 198 471

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 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 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)	(a) & (c) Fully paid ordinary shares (b) Options
	(a) 275,983,333 Shares (b) 91,994,428 Options (c) 18,334 Shares (from exercise of $0.006 Options – expiry on or before 30 June 2019)
	(a) & (c) Fully paid ordinary shares. (b) Options exercisable at $0.006 each on or before 30 June 2019.

4 Do the[+] securities rank equally in (a) & (c) Yes, the Shares issued rank all respects from the[+] issue date equally in all respects from the date of with an existing +securities?[+] class of quoted issue with the existing quoted fully paid ordinary shares of the Company. If the additional[+] securities do not (b) No, however Shares issued upon rank equally, please state: • the date from which they do exercise of the options will rank • the extent to which they equally in all respects from the date of participate for the next issue with the existing quoted ordinary dividend, (in the case of a trust, fully paid shares of the Company. 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 (a) $0.006 per Share. (b) Nil, Options are issued free attaching to the Shares issued under (a) on a 1:3 basis. (c) $0.006 per Share 6 Purpose of the issue (a) & (b) Placement of securities to raise (If issued as consideration for the funds to further advance development acquisition of assets, clearly at the Company’s pathfinder asset in identify those assets) Colorado. (c) Options exercised and resulting issue of shares. 6a Is the entity an[+] eligible entity that Yes 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 27 November 2015 resolution under rule 7.1A was passed 6c Number of +securities issued 39,983,333 Shares without security holder approval 91,994,428 Options under rule 7.1 6d Number of[+] securities issued with security holder approval under rule 111,000,000 Shares 7.1A

• See chapter 19 for defined terms.

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6e Number of[+] securities issued with security holder approval under rule 125,000,000 Shares approved by Resolution 5 7.3, or another specific security holder approval (specify date of at the General Meeting held 9 August 2016. meeting) 6f Number of[+] securities issued under 18,334 Shares (option exercise) an exception in rule 7.2 6g If[+] securities issued under rule 7.1A, was issue price at least 75% The issue was announced 26 September 2016 of 15 day VWAP as calculated and issued 4 October 2016, the VWAP was under rule 7.1A.3? Include the $0.006899 and 75% is $0.00517 +issue date and both values. Source is Iress Include the source of the VWAP calculation. 6h If[+] securities were issued under n/a 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 LR 7.1: 39,968,998 rule 7.1A – complete Annexure 1 and release to ASX Market LR 7.1A: 12,520,652 Announcements 7 +Issue dates 30 September 2016; Note: The issue date may be prescribed by ASX 3 October 2016; and (refer to the definition of issue date in rule 19.12). 6 October 2016. 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. Number +Class 8 Number and +class of all 1,395,095,711 Fully Paid Ordinary +securities quoted on ASX Shares ( including the[+] securities in section 2 if applicable) 20,711,839 Options exercisable at $0.03 on or before 18 September 2017 548,501,384 Options exercisable at $0.006 each on or before 30 June 2019

Number +Class 9 Number and +class of all 48,400,000 Options exercisable at +securities not quoted on ASX $0.01 each on or ( including the[+] securities in section before 30 June 2019 2 if applicable) 10 Dividend policy (in the case of a No dividend policy established

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

Part 2 - Pro rata issue

11	Is security holder approval
	required?
12	Is the issue renounceable or non-
	renounceable?
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

• See chapter 19 for defined terms.

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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
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

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

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 39 +Class of +securities for which quotation is sought 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

• See chapter 19 for defined terms.

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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)

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

Number +Class

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.

==> picture [93 x 49] intentionally omitted <==

Sign here: ............................................................ Date: 6 October 2016 (Company secretary)

Print name: .......Robert Lees....................................

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	332,607,790
Addthe 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	41,550,565 Shares issued pursuant to a pro rata entitlement issue on 26 October 2015 63,500 Shares issued on conversion of $0.03 Options from Oct 2015 rights issue 2,675,000 Shares issued pursuant to an executive performance rights plan on 16 February 2016 433,358,358 Shares issued pursuant to a pro rata entitlement issue on 19 May 2016 11,500 Shares issued on exercise of Options 39,367 Shares issued on exercise of Options 500,000 Shares approved 14 June Resolution 1 18,938,030 Shares approved 14 June Resolution 2 37,586,973 Shares approved 14 June Resolution 3 113,266,892 Shares approved 9 August Resolution 1 86,733,108 Shares approved 9 August Resolution 2 42,857,000 Shares approved 9 August Resolution 3

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

	101 Shares issued on exercise of Options 125,000,000 Shares under Resolution 5 – 9 Aug 16 Shareholders Meeting 18,334 Shares on exercise of Options
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	1,235,206,518

Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 185,280,978

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 6,348,718 Shares issued on 24 May 2016 • Under rule 7.1A 3,178,359 options issued on 24 May 2016 • With security holder approval under rule 2,500,000 Shares issued on 11 July 2016 7.1 or rule 7.4 1,250,000 Shares issued on 11 July 2016

• Note: • This applies to equity securities, unless 57,142 Shares issued on 26 August 2016 specifically excluded – not just ordinary securities 39,983,333 Shares issued on 6 Oct 2016

• • Include here (if applicable) the securities the subject of the Appendix 3B to which 91,994,428 Options issued on 6 Oct 2016 this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• “C” 145,311,980

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

“A” x 0.15 185,280,978

Note: number must be same as shown in

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 2
Subtract“C” Note: number must be same as shown in Step 3	145,311,980
Total[“A” x 0.15] – “C”	39,968,998 [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

Part 2	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	1,235,206,518
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	123,520,652
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber 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	111,000,000 shares issued 4 Oct 2016 placement
“E”	111,000,000

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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	123,520,652
Subtract“E” Note: number must be same as shown in Step 3	111,000,000
Total[“A” x 0.10] – “E”	12,520,652 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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