ENCOUNTER RESOURCES LIMITED — Share Issue/Capital Change 2018

Dec 2, 2018

Level 7, 600 Murray Street West Perth WA 6005

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PO Box 273 West Perth WA 6872

P 08 9486 9455 F 08 9486 8366 www.enrl.com.au

3 December 2018

Company Announcements Office Australian Securities Exchange 20 Bridge Street Sydney NSW 2000

Appendix 3B and Change of Director Interest Notices

Please find attached an Appendix 3B in respect of the issue of 4,000,000 unlisted options pursuant to shareholder approval on 30 November 2018.

Please also find attached Appendix 3Y Change of Director Interest Notices for Peter Bewick and Jon Hronsky in respect of the issue.

Encounter Resources Limited

Kevin Hart Company Secretary

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

Name of entity

Encounter Resources Limited ABN 47 109 815 796

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 Unlisted options be issued 2 Number of[+] securities issued or 4,000,000 to be issued (if known) or maximum number which may be issued 3 Principal terms of the • 2,500,000 Options exercisable at 9 cents +securities (eg, if options, and expiring 30 November 2022; and exercise price and expiry date; if • partly paid +securities, the 1,500,000 Options exercisable at 12 cents each and expiring 30 November amount outstanding and due dates for payment; if 2023. +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the date of allotment 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 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that 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 resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	No
	Nil cash consideration
	Options issued pursuant to shareholder approval on 30 November 2018.
	Yes
	30 November 2018
	N/a
	N/a

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6e Number of[+] securities issued Nil with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued 4,000,000 under an exception in rule 7.2 6g If securities issued under rule N/a 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 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 Yes issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities 3 December 2018 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 262,375,092 Ordinary fully paid +securities quoted on ASX shares (ENR) ( including the securities in section 2 if applicable)

• See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	Number	+Class
	750,000 500,000 400,000 2,025,000 750,000 825,000 800,000 2,500,000 1,500,000	Exercisable at $0.31 each expiring 27 November 2019 Exercisable at $0.16 each expiring 31 January 2019 Exercisable at $0.14 each expiring 28 February 2020 Exercisable at $0.13 each expiring 24 November 2020 Exercisable at $0.175 each expiring 24 November 2021 Exercisable at $0.105 each expiring 1 November 2021 Exercisable at $0.10 each expiring 31 May 2022 Exercisable at $0.09 each expiring 30 November 2022 Exercisable at $0.12 each expiring 30 November 2023

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

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval N/a required? 12 Is the issue renounceable or nonN/a renounceable?

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 issue 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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement 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 +Despatch 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.

Appendix 3B Page 6

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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

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 date of allotment 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.

Appendix 3B Page 7

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Appendix 3B New issue announcement

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)

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

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.

• See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B New issue announcement

• 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 not available now, 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.

Sign here:

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Date: 3 December 2018

Company secretary

Print name: Kevin Hart

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 9

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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

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 date of issue or agreement to issue	192,007,760
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	41,967,332 shares issued pursuant to a share placement (issued 30 May 2018) approved by shareholders 29 June 2018 4,000,000 shares issued pursuant to a share placement (issued 30 May 2018) approved by shareholders 29 June 2018
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	Nil
“A”	237,975,092

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 35,696,264 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 400,000 shares issued pursuant to a share agreed to be issued in that 12 month period placement (issued 30 May 2018) not counting those issued: 24,000,000 shares issued pursuant to a • Under an exception in rule 7.2 share placement (issued 13 November 2018) • 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 “C” 24,400,000

“C” 24,400,000	“C” 24,400,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15	35,696,264
Note: number must be same as shown in
Step 2
Subtract“C”	24,400,000
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	11,296,264
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 11

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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” 237,975,092 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 23,797,509

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

Insert number of equity securities issued or Nil 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” Nil

• 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	23,797,509
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	23,797,509 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

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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 30/9/2001.

Name of entity Encounter Resources Limited ABN 47 109 815 796

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	Peter Bewick
Date of last notice	27 November 2018

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	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Mr Bewick is a Director of Solvista Pty Ltd and a beneficiary of the Bewick Family Trust and Bewick Superannuation Fund.
Date of change	3 December 2018
No. of securities held prior to change Solvista Pty Ltd P & S Bewick	• 5,000,000 ordinary fully paid shares; • 375,000 unlisted options exercisable at 31 cents each on or before 27 November 2019; • 750,000 unlisted options exercisable at 13 cents each on or before 24 November 2020; and • 750,000 unlisted options exercisable at 17.5 cents each on or before 24 November 2021 • 1,800,000 ordinary fully paid shares; and • 375,000 unlisted options exercisable at 31 cents each on or before 27 November 2019.
Class	1,500,000 unlisted options exercisable at 9 cents each on or before 30 November 2022; and 1,500,000 unlisted options exercisable at 12 cents each and expiring 30 November 2023.

• See chapter 19 for defined terms.

Appendix 3Y Page 1

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Appendix 3Y Change of Director’s Interest Notice

Number acquired	3,000,000
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil cash consideration
No. of securities held after change Solvista Pty Ltd P & S Bewick	• 5,000,000 ordinary fully paid shares; • 375,000 unlisted options exercisable at 31 cents each on or before 27 November 2019; • 750,000 unlisted options exercisable at 13 cents each on or before 24 November 2020; • 750,000 unlisted options exercisable at 17.5 cents each on or before 24 November 2021; • 1,500,000 unlisted options exercisable at 9 cents each on or before 30 November 2022; and • 1,500,000 unlisted options exercisable at 12 cents each on or before 30 November 2023. • 1,800,000 ordinary fully paid shares; and • 375,000 unlisted options exercisable at 31 cents each on or before 27 November 2019.
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Unlisted options issued pursuant to shareholder approval on 30 November 2018.

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 contract	N/a
Nature of interest	N/a
Name of registered holder (if issued securities)	N/a
Date of change	N/a
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/a
Interest acquired	N/a

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

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

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/a
If prior written clearance was provided, on what date was this provided?	N/a

• See chapter 19 for defined terms.

Appendix 3Y Page 3

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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 30/9/2001.

Name of entity Encounter Resources Limited ABN 47 109 815 796

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	Jon Hronsky
Date of last notice	27 November 2018

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.

this part.
Direct or indirect interest	Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.
Date of change	3 December 2018
No. of securities held prior to change	• 200,000 ordinary fully paid shares; and • 500,000 unlisted options exercisable at 13 cents each on or before 24 November 2020.
Class	Unlisted options exercisable at 9 cents each on or before 30 November 2022.
Number acquired	1,000,000
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil cash consideration

• See chapter 19 for defined terms.

Appendix 3Y Page 1

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change • 200,000 ordinary fully paid shares; • 500,000 unlisted options exercisable at 13 cents each on or before 24 November 2020; and • 1,000,000 unlisted options exercisable at 9 cents each on or before 30 November 2022.

Nature of change Options issued pursuant to shareholder approval Example: on-market trade, off-market trade, exercise of options, issue of on 30 November 2018. 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 contract	N/a
Nature of interest	N/a
Name of registered holder (if issued securities)	N/a
Date of change	N/a
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/a
Interest acquired	N/a
Interest disposed	N/a
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/a
Interest after change	N/a

Part 3 –[+] Closed period

Were the interests in the securities or No contracts detailed above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance N/a provided to allow the trade to proceed during this period? If prior written clearance was N/a provided, on what date was this provided?

• See chapter 19 for defined terms.

Appendix 3Y Page 2

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