BROOKSIDE ENERGY LIMITED

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NEWS RELEASE

24 December, 2018

Announcement – Timetable Update: Listed Option Placement

Brookside Energy Limited ( Brookside or the Company ) (ASX: BRK ) refers to announcements released on 12 December 2018 regarding the “Listed Option Placement”.

The offer is a placement ( Offer ) of up to 225,140,625 listed options (exercisable at $0.03 on or before 31 December 2020) ( New Options ) at an issue price of $0.00006 per New Option, to raise approximately $13,605 (before costs).

The Offer is subject to Shareholder approval and will be made pursuant to a prospectus ( Prospectus ). The notice of meeting ( Notice of Meeting ) to approve the issue of the New Options accompanies this announcement and will be mailed to Shareholders on or about the date of this announcement. The Prospectus will be mailed to Shareholders in due course.

Updated timetable

An updated indicative timetable for the Offer is set out below:

Action	Date*
Lodgement of Notice of Meeting	24 December 2018
Date for determining eligibility for New Options	31 December 2018
Lodgement of the Prospectus with the ASIC and ASX	7 January 2019
Lodgement of Appendix 3B	7 January 2019
Opening Date of the Offer	7 January 2019
Closing Date of the Offer	5.00 pm (WST), 28 January 2019
General Meeting of Shareholders to approve the Offer	31 January 2019
Expected date of Official Quotation of New Listed Options	5 February 2019

* The Directors reserve the right to bring forward or extend the Closing Date of the Offer at any time after the Opening Date of the Offer without notice. As such, the date the New Options are expected commence trading on ASX may vary with any change in the Closing Date of the Offer.

** Holders of Expiring Options will be eligible to apply for a one (1) New Option for every three (3) Expiring Options held under the Offer.

The Directors of the Company thank you for your continued support.

- ENDS -

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For further information, contact:

Loren King Director and Secretary Brookside Energy Limited Tel: (+61 8) 6489 1600 [email protected]

ABOUT BROOKSIDE ENERGY LIMITED

Brookside is an Australian publicly held company listed on the Australian Securities Exchange (ASX: BRK). The Company was established in 2004 and first listed via an Initial Public Offering in October 2005. The Company has established deep and valued relationships in the oil and gas sector over the last 10 years through its successful activities in the oil and gas sector focused on the mid-continent region of the United States. Brookside’s goal is to build value per share through a disciplined portfolio approach to the acquisition and development of producing oil and gas assets and the leasing and development of acreage opportunities.

Web http://www.brookside-energy.com.au

ACN 108 787 720

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00am (WST) DATE : 31 January 2019 PLACE : Suite 9, 330 Churchill Avenue Subiaco WA 6008

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00pm (WST) on 29 January 2019.

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BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – PLACEMENT OF NEW OPTIONS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 225,140,625 New Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Dated: 21 December 2018

By order of the Board

Loren King Director and Company Secretary

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6489 6008 .

EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. RESOLUTION 1 – PLACEMENT OF LISTED OPTIONS

1.1 General

This Resolution seeks Shareholder approval for the issue of up to 225,140,625 Options at an issue price of $0.00006 per Option ( New Options ) to raise up to $13,508 ( Option Placement ).

The Option Placement will be undertaken via the issue of a prospectus ( Prospectus ) which will invite applications for the New Options ( Offer ).

Holders of options which are exercisable at $0.02 and due to expire on 31 December 2018 ( Expiring Options ) will be able to apply for New Options.

The primary purpose of the Offer is to reward Expiring Option holders for their ongoing commitment and loyalty to the Company, some having held the Expiring Options for nearly two (2) years.

The Directors who presently hold Expiring Options do not intend to participate in the Option Placement.

The Company also confirms that:

(a) no related parties will be issued New Options under the Option Placement; and
(b) the minimum subscription amount per subscriber under the Option Placement is 10,000,000 New Options.

1.2 Timetable

The indicative timetable for the Offer is set out below:

Action	Date*
Date for determining eligibility for New Options	31 December 2018
Lodgement of the Prospectus with the ASIC and ASX	7 January 2019
Lodgement of Appendix 3B	7 January 2019
Opening Date of the Offer	7 January 2019
Closing Date of the Offer	5.00 pm (WST), 28 January 2019
General Meeting of Shareholders to approve the Offer	31 January 2019
Expected date of Official Quotation of New Listed Options	5 February 2019

** Holders of options which are exercisable at $0.02 and due to expire on 31 December 2018 (Expiring Options) will be able to apply for New Options.

The Company will apply the funds raised from the Option Placement toward meeting the expenses of preparing and lodging the Prospectus with the ASIC and the ASX.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of this Resolution will be to allow the Company to issue the Options pursuant to the Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

1.3 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement:

(a) the maximum number of New Options to be issued is 225,140,625;
(b) the Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Options will occur on the same date;
(c) the issue price will be $0.00006 per New Option. The exercise price of each New Option will be $0.03 and the expiry date will be 5.00pm (WST) on 31 December 2020. It is proposed that the New Options will be quoted on ASX;
(d) Holders of Expiring Options at 5.00pm on 21 December 2018 will be able to apply for New Options. No related parties will participate in the Option Placement and the allocation policy is otherwise at the discretion of the Directors. There will be no shortfall;
(e) subscribers for New Options under the Option Placement must subscribe for a minimum of 10,000,000 New Options per subscriber;
(f) the New Options will be issued on the terms and conditions set out in Schedule 1; and
(g) the Company intends to use the funds raised from the Placement to meet the expenses of preparing and lodging the Prospectus.

GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Company means Brookside Energy Limited (ACN 108 787 720).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

New Options means an option to acquire a Share with the terms and conditions set out in Schedule 1.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Option Placement means the offer of up to 225,140,625 New Options to raise $13,508.

Prospectus means the prospectus to be prepared by the Company in connection with the Option Placement.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

SCHEDULE 1 – TERMS AND CONDITIONS OF NEW OPTIONS

The following are the terms and conditions of the New Options:

(a) Entitlement

Each New Option entitles the holder to subscribe for one Share upon exercise of the New Option.

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each New Option will be $0.03 ( Exercise Price ).

(c) Expiry Date

Each New Option will expire at 5.00pm (WST) on 31 December 2020 ( Expiry Date ). A New Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The New Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

The New Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the New Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each New Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each New Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

(i) allot and issue the number of Shares required under these terms and conditions in respect of the number of New Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the New Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the New Options rank equally with the then issued shares of the Company.

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the New Options.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the New Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the New Options without exercising the New Options.

(l) Change in exercise price

A New Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the New Option can be exercised.

(m) Transferability

The New Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws. The Company intends to seek quotation of the New Options on ASX.

PROXY FORM

BROOKSIDE ENERGY LIMITED ACN 108 787 720

GENERAL MEETING

I/We

of:

being a Shareholder of Brookside Energy Limited entitled to attend and vote at the Meeting, hereby appoint:

Name:

OR: the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at Suite 9, 330 Churchill Avenue, Subiaco WA 6008 on 31 January 2019 at 10:00am, and at any adjournment thereof.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

Voting on business of the Meeting FOR AGAINST ABSTAIN Resolution 1 Placement of New Options

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is: % Signature of Shareholder(s): Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director/Company Secretary Director Director/Company Secretary Date: Contact name: Contact ph (daytime): Consent for contact by e-mail E-mail address: in relation to this Proxy Form: YES NO

Brookside Energy Limited ACN 108 787 720

Instructions for completing Proxy Form

( Appointing a proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

( Direction to vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

( Signing instructions ):

(a) ( Individual ): Where the holding is in one name, the Shareholder must sign.
(b) ( Joint holding ): Where the holding is in more than one name, all of the Shareholders should sign.
(c) ( Power of attorney ): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.
(d) ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.
( Attending the Meeting ): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.
( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) send the Proxy Form by post to Brookside Energy Limited, Suite 9, 330 Churchill Avenue Subiaco WA 6008; or
(b) send the Proxy Form by facsimile to the Company on +61 8 6489 1601; or
(c) send the Proxy Form by email to the Company at [email protected] ,

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.