BROOKSIDE ENERGY LIMITED — Capital/Financing Update 2021

Feb 9, 2021

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NEWS RELEASE

10 Februar 2021 y

High-Impact Jewell Well Fully Funded

Perth, Western Australia – 10 February 2021 – Brookside Energy Limited (ASX: BRK) ( Brookside or the Company ) is pleased to provide shareholders and investors with an update on funding for the Jewell 13-12-1S-3W SH1 well[1] ( Jewell Well ) located in the highly-sought after Sycamore-Woodford Trend in the Company’s SWISH Area of Interest ( AOI ) in the world-class Anadarko Basin.[2]

Highlights

• A$8.25 million raised (before costs of the offer) by CPS Capital Group in an oversubscribed placement to sophisticated or professional investors that saw very strong support from a mix of new and existing shareholders, including several new high net worth investors looking for exposure to the oil and gas sector

• The Company is now fully funded to drill and complete the much-anticipated Jewell Well in the SWISH AOI. The Jewell Well is the first well in a potential 5-year, 20-plus well development drilling program across the three operated Drilling Spacing Units ( DSU ’s) the Company controls in the SWISH AOI

• Drilling of the Jewell Well will be transformational for Brookside and the catalyst to unlock the value of a conservatively estimated 11,606,000 net barrels of oil equivalent ( BOE ) Prospective Resource that the Company has booked across its three SWISH AOI DSU’s (Jewell, Flames and Rangers) (best estimate, unrisked)

Commenting on the announcement, Brookside Managing Director, David Prentice said:

“We are delighted with the response we have received from our existing shareholders (and from new investors) to this placement and would like to thank CPS Capital Group for assisting us with this very successful raising.

“This raising will enable us to move forward with our transformational operated drilling program, kicking-off immediately with the highly anticipated Jewell Well in our SWISH AOI in the SCOOP Play.

“Our acreage in this area is proven by neighboring production with results from tier-one operators active in the area (NYSE: CLR, NYSE: DVN, NYSE: MRO and NYSE: OVV) materially exceeding our expectations, including initial flow rates above 2,000 barrels of oil equivalent seen in offsetting wells.

“We are looking forward to keeping shareholders and investors updated with the strong pipeline of news flow that will be generated from this operated drilling activity and this will be complimented by additional milestones achieved from the Orion Project Joint Venture project.

“This is a very exciting time for the Company and the team at Black Mesa Energy and we are looking forward to breaking ground on the Jewell Well location very shortly.”

1 The Jewell Well is located in Carter County, Oklahoma within the Brookside controlled Jewell DSU. Black Mesa Energy (a controlled subsidiary of Brookside) will be the operator of the well. Working Interests in the Jewell DSU will be subject to the issue of final pooling orders from the Oklahoma Corporation Commission.

2 Refer to the Company’s ASX release of 17 November 2020 for further information in respect of the prospective resource. There has been no material change to the prospective resource since that release.

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Background

Brookside is pleased to announce that it has successfully raised A$8.25 million in an oversubscribed placement to a mix of new and existing shareholders. There was tremendous interest shown in this placement along with recognition that the successful development of the Jewell Well will be the catalyst to unlock the significant value in the Company’s high quality acreage position and the conservative 11,606,000 net BOE Prospective Resource base.

The Company is now fully funded to drill and complete the Jewell Well, which will be drilled in the Jewell DSU in the SWISH AOI (see Figure 1). Importantly, this well is the first well in a potential 5- year, 20-plus well development drilling program across the three operated DSU’s that the Company controls in the SWISH AOI.

The Company will move aggressively to commence operations on the Jewell Well, which will be targeting one of two primary producing formations in the SWISH AOI, the Sycamore formation. The Sycamore formation continues to deliver outstanding sustained productivity in nearby offsetting wells. The Casillas Operating, LLC. operated Flash 1-8-5MXH well (located ~3-miles west of the Jewell DSU) has produced ~500,000 BOE in approximately 15-months, considerably higher than Brookside’s conservative estimate for the Jewell Well (see Figure 2).[ 3]

Future wells in the Jewell DSU will also target the Woodford formation, which just like the Sycamore formation continues to deliver outstanding sustained productivity in nearby offsetting wells. The Continental Resources Inc. operated Courbet 1-27-22XHW well (located ~1-mile southwest of the Jewell DSU) has produced ~340,000 BOE in approximately 12-months.[4] As can be seen in Figure 3, the production rate of the Courbet well is considerably higher than BRK’s conservative estimate for the Jewell Well.

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3 Note - Brookside does not hold an interest in the Flash 1-8-5MXH well and these production results are presented for reference only.

4 Note - Brookside does not hold an interest in the Courbet 1-27-22XHW well and these production results are presented for reference only.

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Figure 1: SWISH activity map showing the location of Brookside DSUs

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Figure 2: Flash well cumulative oil production (barrels of oil) versus time (month) compared to the Jewell Well oil production type curve. Brookside has been very conservative in its production estimate for the Jewell Well producing from the Sycamore formation.

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Figure 3: Courbet well cumulative oil production (barrels of oil) versus time (month) compared to the Jewell Well oil production type curve. Brookside has been very conservative in its production estimate for the Jewell Well producing from the Woodford formation.

With the capital raising now complete Brookside is strongly positioned to capitalize on its superior acreage position with 20-plus wells to be drilled in the next 5 years and the development of a conservatively estimated 11,606,000 net BOE Prospective Resource attributable to the Jewell, Flames and Rangers DSUs. The Company will aggressively execute its 5-year strategy beginning with the drilling and completion of the Jewell Well.

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Capital Raising

The Company appointed CPS Capital Group Pty Ltd ( CPS ) to act as lead manager and broker to this successful capital raising. CPS has also agreed to assist the Company in a corporate advisory capacity for a minimum of twelve (12) months under the terms of a mandate[5] .

Under the terms of the placement the Company has agreed to issue up to 1,100,000,000 fully paid ordinary shares in the capital of the Company ( Shares ) to sophisticated and professional investor clients of CPS at an issue price of $0.0075 per Share, together with one (1) free attaching listed option exercisable at $0.011 per option on or before 30 June 2022 (being the existing class of BRKOB listed options) ( Options ) for every two (2) Shares subscribed for and issued, to raise up to $8,250,000 (before costs[6] ) ( Placement ).

The Placement will be conducted in two tranches, with Shares to be issued under Tranche 1 upon completion, utilising the Company’s available capacity under ASX Listing Rule 7.1 and ASX Listing Rule 7.1A. The issue of the balance of the Shares and all of the free attaching Options (in respect of both Tranche 1 and Tranche 2) will occur in Tranche 2. The issue of the Shares the subject of Tranche 2 and all Options is subject always to the Company obtaining shareholder approval for their issue pursuant to ASX Listing Rule 7.1. The Company will shortly convene a general meeting at which such approvals will be sought.

Authority:

This announcement has been authorised for release by the Board of Directors of Brookside Energy Limited

For further information, contact:

David Prentice Gracjan Lambert Managing Director Executive General Manager Commercial Brookside Energy Limited Brookside Energy Limited Tel: (+61 8) 6489 1600 Tel: (+61 8) 6489 1600 david@brookside-energy.com.au gl@brookside-energy.com.au

Sarah Lenard Omar Taheri Partner Founder Advisir, Investor & Media Relations SparkPlus Tel: (+61 4) 32 332 905 Tel: +65 8111 7634 sarah.lenard@advisir.com.au omar@sparkplus.org

5 The mandate provides that CPS will receive a monthly corporate advisory fee of AUD$10,000 plus GST, for a minimum period of twelve (12) months from the date of the mandate. The mandate contains warranties and representations and other terms and conditions ordinarily found in an agreement of its type. The Company has also agreed to issue a total of 500,000,000 Options to CPS and/or its nominee(s), at an issue price of $0.00001 per Option, subject to the receipt of shareholder approval at the general meeting to be convened by the Company.

6 CPS will be entitled to receive fees totaling 6% of the total gross proceeds of the Placement plus GST in consideration for services provided to the Company.

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Forward-Looking Statements and Other Disclaimers

This announcement may include forward-looking statements. Forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions, which are outside the control of Brookside Energy Limited (“Brookside Energy”, or “the Company”). These risks, uncertainties and assumptions include commodity prices, currency fluctuations, economic and financial market conditions in various countries and regions, environmental risks and legislative, fiscal or regulatory developments, political risks, project delay or advancement, approvals and cost estimates. Actual values, results or events may be materially different to those expressed or implied in this announcement. Given these uncertainties, readers are cautioned not to place reliance on forward-looking statements. Any forward-looking statements in this announcement speak only at the date of issue of this announcement. Subject to any continuing obligations under applicable law and the ASX Listing Rules, Brookside Energy does not undertake any obligation to update or revise any information or any of the forward-looking statements in this announcement or any changes in events, conditions or circumstances on which any such forward looking statement is based.

This announcement does not constitute investment advice. Neither this announcement nor the information contained in it constitutes an offer, invitation, solicitation, or recommendation in relation to the purchase or sale of shares in any jurisdiction. Shareholders should not rely on this announcement. This announcement does not take into account any person's particular investment objectives, financial resources or other relevant circumstances and the opinions and recommendations in this announcement are not intended to represent recommendations of particular investments to particular persons. All securities transactions involve risks, which include (among others) the risk of adverse or unanticipated market, financial or political developments.

The information set out in this announcement does not purport to be all-inclusive or to contain all the information, which its recipients may require in order to make an informed assessment of Brookside Energy. You should conduct your own investigations and perform your own analysis in order to satisfy yourself as to the accuracy and completeness of the information, statements and opinions contained in this announcement.

To the fullest extent permitted by law, the Company does not make any representation or warranty, express or implied, as to the accuracy or completeness of any information, statements, opinions, estimates, forecasts or other representations contained in this announcement. No responsibility for any errors or omissions from this announcement arising out of negligence or otherwise is accepted.

ABOUT BROOKSIDE ENERGY LIMITED

Brookside Energy is a Perth-based ASX listed company that generates shareholder value by developing oil and gas plays in the United States, specifically the Anadarko Basin in Oklahoma. The Anadarko Basin is a proven Tier One oil and gas development province with significant existing oil and gas gathering and transportation infrastructure, a competitive and highly experienced oil and gas service sector, and a favourable regulatory environment. Brookside is executing a “Real Estate Development” approach to acquiring prospective acreage in the Anadarko Basin and adding value to it by consolidating leases and proving up oil and gas reserves. The Company then has the option of selling the revalued acreage or maintaining a producing interest. The Company is now set to scale-up its activities and asset base significantly with its operated- interests in the SWISH AOI. Web http://brookside-energy.com.au

ABOUT BLACK MESA ENERGY, LLC

Black Mesa Energy , a Brookside Energy controlled subsidiary, is a Tulsa-based oil & gas exploration and production company focused on profitable development of petroleum properties located in the Mid-Continent oil province of the United States. Our lean and highly specialized technical and operations team is committed to providing attractive returns for our investors and shareholders by generating and drilling high quality oil and gas prospects. The founders of Black Mesa have worked together for over 30 years at companies they previously founded, including Medallion Petroleum, InterCoast Energy and Brighton Energy. Over the course of their careers, the Black Mesa team has drilled hundreds of horizontal wells and thousands of vertical wells in numerous mid-continent oil and gas basins. In addition to the financial backing from the Black Mesa shareholders, Black Mesa partners with outside investors on larger-scale projects by offering non-operated direct working interest participation. Web http://www.blkmesa.com

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GLOSSARY

GLOSSARY
APOWI	Afterpay outworkinginterest
AFIT	After Federal IncomeTax
AOI	Area of Interest
BFIT	BeforeFederal IncomeTax
BOE	Barrels ofOil Equivalent
COPAS	Councilof Petroleum Accountants Societies
Development Unit or DSU	Development Unit or drilling spacing unit is the geographical area in which an initial oil and/or gas well is drilled and produced from the geological formation listed in a spacing order. The spacing unit communitizes all interest owners for the purpose of sharing in production from oil and/or gas wells in the unit. A spacing order establishes the size of the unit; names the formations included in the unit; divides the ownership of the unit for the formations into the “royalty interest” and the “working interest”; Only one well can be drilled and completed in each common source of supply. Additional wells may be drilled in a Development Unit, but only after an Increased Density Order is issued by the Oklahoma CorporationCommission.
Force Pooled	The Oklahoma Corporation Commission is authorized to establish well spacing and drilling units covering any common source of supply of hydrocarbons, or any prospective common source of supply. Once the unit is established, the Commission can force pool the interests of all the owners who own interests in that unit and who have not voluntarily joined in the development ofthat unit.
MBOE	1,000 barrels ofoilequivalent
Mcf	1,000 cubicfeet
MMBOE	1,000,000 barrels ofoilequivalent
NPV10	Thenet presentvalue of futurenetrevenue, beforeincome taxes and using a discountrate of 10%.
NRI	NetRevenueInterest
PDP	ProvedDevelopedProducingReserves
Pooling Agreements	The pooling agreements facilitate the development of oil and gas wells and drilling units. These binding pooling agreements are betweenthe Company and the operators
Prospective Resource	Prospective Resources are those quantities of petroleum which are estimated, on a given date, to be potentiallyrecoverablefromundiscovered accumulations.
PUD	Proved UndevelopedReserves
Reserve Categories	These reserve categories are totalled up by the measures 1P, 2P, and 3P, which are inclusive of all reserve types: • "1P reserves" = proven reserves (both proved developed reserves + proved undeveloped reserves). • "2P reserves" = 1P (proven reserves) + probable reserves, hence "proved AND probable." • "3P reserves" = the sum of 2P (proven reserves + probable reserves) + possible reserves, all 3Ps"proven ANDprobableANDpossible.
STACK	Sooner Trend Anadarko Basin Canadian and Kingfisher Counties – oil and gas play in the Anadarko BasinOklahoma
SCOOP	SouthCentralOklahoma Oil Province-oiland gas playintheAnadarkoBasinOklahoma
SWISH AOI	Descriptionof Brookside’sArea of Interestinthe SCOOP Play
Working Interest	Percentage of ownership in a lease granting its owner the right to explore, drill and produce oil and gas from a tract of property. Working interest owners are obligated to pay a corresponding percentage ofthe cost of leasing, drilling, producing and operating awellorunit