BROOKSIDE ENERGY LIMITED — Director's Dealing 2017

May 7, 2017

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity	Brookside Energy Limited
ABN	15 108 787 727

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Michael John Fry
Date of last notice	29 February 2016

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	DIRECT AND INDIRECT
Nature of indirect interest	1. Michael John Fry
(including registered holder)Note: Provide details of thecircumstances giving rise to the	2. Fry Super Pty Ltd ATF INXS Super Fund A/C(Trustee and Beneficiary)
relevant interest.
Date of change	4 May 2017
No. of securities held prior to change	DIRECT
	1. 42,870 Fully paid ordinary shares; and
	2. 25,000,000 Quoted options exercisable at $0.02 per
	option on or before 31 December 2018.
	INDIRECT
	1. Hilmed Pty Ltd
	1,000,000 Fully paid ordinary shares
	1,274,924 Quoted options exercisable at $0.02 per
	option on or before 31 December 2018.
	2. Fry Super Pty Ltd ATF INXS Super Fund A/C
	500,000 Fully paid ordinary shares
	10,000,000 Unquoted options exercisable at $0.03 per
	option on or before 31 December 2020.

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Class	Fully	paid ordinary shares
Number acquired	1.	457,130 Fully paid ordinary shares
	2.	1,000,000 Fully paid ordinary shares
Number disposed	NIL
Value/Consideration	1.	$4,586.25
Note: If consideration is non-cash, provide details	2.	$10,019.95
and estimated valuation
No. of securities held after change	DIRECT
	1.	500,000 Fully paid ordinary shares; and
	2.	25,000,000 Quoted options exercisable at $0.02 per
		option on or before 31 December 2018.
	INDIRECT
	1.	Hilmed Pty Ltd
		1,000,000 Fully paid ordinary shares
		1,274,924 Quoted options exercisable at $0.02 per
		option on or before 31 December 2018.
	2.	Fry Super Pty Ltd ATF INXS Super Fund A/C
		1,500,000 Fully paid ordinary shares
		10,000,000 Unquoted options exercisable at $0.03 per
		option on or before 31 December 2020.
Nature of change	On-market trade
Example: on-market trade, off-market trade,
exercise of options, issue of securities under
dividend reinvestment plan, participation in buy-
back

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contractNature of interestName of registered holder(if issued securities)Date of changeNo. and class of securities to whichinterest related prior to changeNote: Details are only required for acontract in relation to which theinterest has changed	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Were the interests in the securities orcontractsdetailedabovetradedduring a+closed period where priorwritten clearance was required?	No
If so, was prior written clearanceprovided to allow the trade to proceedduring thisperiod?	N/A
Ifpriorwrittenclearancewasprovided, on what date was thisprovided?	N/A

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3