BROOKSIDE ENERGY LIMITED — Capital/Financing Update 2016

Jan 18, 2016

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

Brookside Energy Limited

ABN

15 108 787 720

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 Options to be listed (“BRKO” – TBC) be issued

• 2 Number of[+] securities issued or to 187,499,924 be issued (if known) or maximum number which may be issued

• 3 Principal terms of the[+] securities Options exercisable $0.02 per option with an (e.g. if options, exercise price and expiry date of 31 December 2018. expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally in Yes – Previously unlisted options to be listed 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 N/A 6 Purpose of the issue Conversion of Unlisted Options to be Listed (If issued as consideration for the Options. acquisition of assets, clearly identify those assets) 6a Is the entity an[+] eligible entity that No 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 N/A resolution under rule 7.1A was passed 6c Number of +securities issued N/A without security holder approval under rule 7.1 6d Number of[+] securities issued with N/A security holder approval under rule 7.1A 6e Number of[+] securities issued with N/A security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued under N/A an exception in rule 7.2

Appendix 3B New issue announcement

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) 9 Number and +class of all +securities not quoted on ASX (_including_the+securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	N/A	N/A
	N/A
	N/A
	13 January 2016
	Number	+Class
	400,000,000 187,499,924	Ordinary Fully Paid Shares Options (“BRKO” – TBC) exercisable $0.02 per option with an expiry date of 31 December 2018.
	Number	+Class
	Nil
	N/A

• See chapter 19 for defined terms.

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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 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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

Appendix 3B New issue announcement

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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	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) +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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Appendix 3B New issue announcement

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

Appendix 3B New issue announcement

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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Loren Jones Director and Company Secretary 19 January 2016

== == == == ==

• 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

Rule 7.1 – Issues exceeding 15% of capital	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	350,000,303
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	0 0 49,999,697
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	0
“A”	400,000,000

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	60,000,000
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber 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	0 0 0
“C”	0
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	60,000,000
Subtract“C” Note: number must be same as shown in Step 3	0
Total[“A” x 0.15] – “C”	60,000,000 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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” N/A 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 N/A

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued N/A 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” N/A

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	N/A
Subtract“E” Note: number must be same as shown in Step 3	N/A
Total[“A” x 0.10] – “E”	N/A Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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|||||||
|---|---|---|---|---|---|
|BROOKSIDE ENERGY LIMITED Spread & Top 20 Listing Date - 13/01/2016 Time - 10.23.39BROOKSIDE ENERGY LIMITED UNLISTED OPTS EXP 31/12/18 AT $0.02 User - ANN SRSPTP___|
|Page - 1 - Current Status - - As at: 0/00/00 -|
|Holder name Designation Units % of issued Units % of issued__|__||__||_____|
|1 * PRENTICE DAVID 40,000,000 21.33%|
|2 * TWENTIETH CENTURY MOTOR C TWENTIETH CENTURY 30,000,000 16.00%|
|3 * FRY MICHAEL JOHN 25,000,000 13.33%|
|4 * STATION NOM PL STATION S/F A/C 20,000,000 10.67%|
|5 * WATEROX PL TIEN CHAI A/C 20,000,000 10.67%|
|6 * RAVENHILL INV PL HOUSE OF EQUITY A/ 20,000,000 10.67%|
|7 ETHAN ALLEN INV PL ETHAN ALLEN INVEST 7,000,000 3.73%|
|8 * MIAL ENTPS PL DASHIAN FAM A/C 4,000,000 2.13%|
|9 STATHAM HILLARY S + T C MERLIN S/F A/C 3,500,000 1.87%|
|10 LEETE IAN ALISAIR + M H LEETE FAM S/F A/C 3,000,000 1.60%|
|11 RIMOYNE PL 2,500,000 1.33%|
|12 TRUST CO AUST LTD MOF A/C 2,083,333 1.11%|
|13 JETMAX TRADING PL 1,666,667 .89%|
|14 * STATHAM HILARY S 1,458,333 .78%|
|15 SACCO DVLMTS AUST PL SACCO FAM A/C 1,250,000 .67%|
|16 JATHRO PL IMON A/C 625,000 .33%|
|17 AMAZING GRACE HLDGS PL GMR FAM A/C 500,000 .27%|
|18 BAHEN MARK JOHN + M P SUPER ACCOUNT 500,000 .27%|
|19 WAKEFIELD ELLIOTT 416,667 .22%|
|20 ALL OVA SUPER PL ATKINS FAM S/F A/C 250,000 .13%|

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___ _ ___ _

*** Top 20 total *** 183,750,000 98.00% %___ _ ___ _ ** All holders included * - Denotes merged holder

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BROOKSIDE ENERGY LIMITED Spread Analysis Listing Date - 13/01/2016 Time - 10.23.39 _____ BROOKSIDE ENERGY LIMITED UNLISTED OPTS EXP 31/12/18 AT $0.02 User - ANN SRSPTP	BROOKSIDE ENERGY LIMITED Spread Analysis Listing Date - 13/01/2016 Time - 10.23.39 _____ BROOKSIDE ENERGY LIMITED UNLISTED OPTS EXP 31/12/18 AT $0.02 User - ANN SRSPTP
Page - 2
Spread of Holdings ______	Holders Securities % of issued capital _ _ ____
NIL holding
1 - 1,000	.00 %
1,001 - 5,000	.00 %
5,001 - 10,000	.00 %
10,001 - 100,000	14 1,374,924 .73 %
100,001 -	36 186,125,000 99.27 %
	_ ___ ______
Total on register	50 187,499,924 100.00 %
	_ ___ ______
Total overseas holders	.00 %
Analysis by location
________
Overseas	.00 %
Australia :	50 187,499,924 100.00 %
ACT	0 .00 %
NSW	24 42,770,833 22.81 %
VIC	1 416,667 .22 %
QLD	0 .00 %
SA	1 625,000 .33 %
WA	24 143,687,424 76.63 %
TAS	0 .00 %
NT	0 .00 %
Address unknown	0 .00 %
	_ ___ ______
	50 187,499,924 100.00 %
	_ ___ ______

** ALL holders included *** Common holders merged into one holding