FAR LIMITED — Capital/Financing Update 2019

Dec 15, 2019

==> picture [364 x 83] intentionally omitted <==

ABN 41 009 117 293

Share Purchase Plan Booklet

The closing date of the Share Purchase Plan is Tuesday, 14 January 2020.

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION.

YOU SHOULD READ THIS OFFER BOOKLET IN ITS ENTIRETY BEFORE DECIDING WHETHER TO APPLY FOR NEW SHARES.

IF YOU DO NOT UNDERSTAND ANY PART OF THIS OFFER BOOKLET, OR ARE IN ANY DOUBT AS TO HOW TO DEAL WITH IT OR YOUR ENTITLEMENT, YOU SHOULD CONSULT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, OR TO US PERSONS

FAR Limited Share Purchase Plan Booklet

Letter from the Chairman

16 December 2019

SHARE PURCHASE PLAN

Dear Shareholder,

On behalf of the board of FAR Limited ( FAR ), I am pleased to offer you the opportunity to participate in a Share Purchase Plan ( SPP ) which was announced on Thursday, 12 December 2019.

The SPP allows eligible shareholders with a registered address in Australia or New Zealand the opportunity to subscribe for up to $30,000 worth of new fully paid ordinary shares without paying any brokerage or other transaction costs. A maximum of $30 million may be raised under the SPP. While FAR does not expect to receive applications for that amount, should demand exceed this amount FAR may scale back applications, in its absolute discretion.

Shares will be issued under the SPP at $0.0425 (4.25 cents) per share, which represents a 12.0% discount to the volume weighted average market price of FAR's shares on ASX calculated over the five trading days prior to and including Monday, 9 December 2019 (being the last trading day before the Record Date).

Participation in the SPP is optional and shares issued under the SPP will be fully paid ordinary shares and will rank equally with existing shares. The issue of shares under the SPP is not underwritten and will not require shareholder approval. The net proceeds raised under the SPP will be used, together with the net proceeds of the conditional share placement to sophisticated and professional investors which was announced on Thursday, 12 December 2019, to fund the equity component of FAR's share of the capital expenditure in the next development stage of the Sangomar Oil Field, as well as for general working capital purposes.

We have included in this booklet a "frequently asked questions" section as well as the terms and conditions of the SPP. The content of this booklet is not financial advice, and has been prepared without taking into account the objectives, financial situation or the needs of individuals. Before making an investment decision, you should consider the appropriateness of the information having regard to your own objectives, financial situation and needs and seek such legal, financial and/or taxation advice as necessary or appropriate.

I encourage you to read the SPP Terms and Conditions Booklet carefully and in its entirety before making a decision on whether to participate in the SPP. You should be aware that the future market price of the shares is uncertain and may rise or fall. This means the price you pay for shares under the SPP may be either higher or lower than the share price trading on the ASX at the time shares are issued to you under the SPP.

If you have any questions in relation to your opportunity to participate and making an application under the SPP, please contact the share registry, Computershare Investor Services Pty Limited on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia).

On behalf of the Board, I invite you to consider participating in the SPP.

Yours sincerely,

==> picture [100 x 53] intentionally omitted <==

Nic Limb Chairman

1

FAR Limited Share Purchase Plan Booklet

SPP frequently asked questions

1. What is the SPP?

The SPP provides each eligible shareholder with an opportunity to acquire shares, without paying any brokerage or other transaction costs, at the Issue Price (being 4.25 cents per share) for a total not exceeding $30,000. The Issue Price represents a 12.0% discount to the volume weighted average market price of FAR's shares on ASX calculated over the five trading days prior to and including Monday, 9 December 2019 (being the last trading day before the Record Date).

2. Who is an eligible shareholder?

An eligible shareholder who may participate in the SPP was a registered holder of shares at 7.00 pm (Melbourne time) on Wednesday, 11 December 2019 with an address on the share register in Australia or New Zealand. Shareholders who hold shares on behalf of persons who reside outside Australia or New Zealand, are in the United States, or acting for the account or benefit of a person in the United States are not entitled to participate in the SPP on behalf of those persons.

3. How will custodians, trustees and nominees be treated under the SPP?

Please refer to section 1 in the SPP Terms and Conditions for information on eligibility for custodian, trustee and nominee shareholders and their underlying beneficial owners.

4. What are the key dates?

Record Date for SPP	7.00 pm (Melbourne time) Wednesday, 11
	December 2019
SPP Offer opens	Monday, 16 December 2019
SPP Offer closes	5.00 pm (Melbourne time) on Tuesday, 14 January
	2020
New SPP offer shares issued and quoted on ASX	Monday, 20 January 2020

This timetable is indicative only, and subject to change. FAR reserves the right to alter the above dates at its discretion and without notice to you, subject to the ASX Listing Rules and the Corporations Act.

5. What rights will the shares issued under the SPP have?

Shares issued under the SPP will be fully paid ordinary shares and will rank equally in all respects with existing shares quoted on ASX, with the same voting rights, distribution rights and other entitlements from the issue date.

6. What costs are associated with the SPP?

No brokerage, commissions or other transaction costs are payable by eligible shareholders in relation to the acquisition of new shares under the SPP.

7. Do I have to participate in the SPP?

Participation in the SPP is optional. If you do not wish to participate in the SPP, no action is required on your part. The offer under the SPP is non‐renounceable. This means you cannot transfer your right to purchase shares under the SPP to anyone else.

2

FAR Limited Share Purchase Plan Booklet

8. What do I do if I receive more than one Application Form?

Eligible shareholders who receive more than one Application Form under the SPP or are offered the SPP as an underlying beneficial owner of an eligible custodian, for example, because they hold shares in more than one capacity, may apply on different Application Forms for shares but may only apply for shares within an aggregate dollar amount of $30,000.

9. How are refunds paid?

Refunds of application money pursuant to the SPP may be paid under various circumstances. For example, if the Company receives applications for more than $30 million in aggregate, it may scale back applications in its absolute discretion. If your application is scaled back, you will be refunded the portion of your application monies for which your application was scaled back. Further, if applications are made incorrectly the entire payment may be refunded. If you are entitled to a refund of all or any part of your application monies, the refund will be paid to you, without interest, as soon as practicable, after the close of the SPP by cheque to your registered address or via direct credit to the banking instructions recorded on the share register.

10. How do I apply?

Option 1 : Pay by BPAY[1]

You can make a payment by BPAY. To do this, you must follow the instructions and use your unique Reference Number printed on your personalised Application Form. If you make your payment with BPAY you do not need to return your Application Form. You will not be able to withdraw or revoke your application or BPAY payment once you have submitted it or made it or reduce the number of new shares you have applied for. Applicants paying by BPAY should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the Applicant to ensure that funds are submitted through BPAY so that they are received no later than 5.00pm (Melbourne time) on Tuesday, 14 January 2020 (the Closing Date ).

Option 2 : Use the accompanying Application Form

You can complete the Application Form, attach a cheque, bank draft or money order and submit your application in accordance with the instructions on your personalised Application Form. Cheques, bank drafts and money orders should be made payable to "FAR Limited" and crossed "Not Negotiable". You should ensure that sufficient funds are held in relevant account(s) to cover the application payment. If the amount of your cheque for your application payment is insufficient to pay in full for the number of new shares for which you have applied in your Application Form, you will be taken to have applied for such lower number of whole new shares as your cleared application monies will pay for. Alternatively, your application may not be accepted.

Payments must be made in Australian dollars.

Application Forms together with application monies equal to the number of new shares you wish to acquire should be submitted in the reply paid envelope enclosed, or to:

FAR Limited Share Purchase Plan

Computershare Investor Services Pty Limited GPO Box 1282

Melbourne Victoria 3001

All payments and applications must be received no later than 5.00 pm Melbourne time by the Closing Date.

1 ® Registered to BPAY Pty Limited ABN 69 079 137 518

3

FAR Limited Share Purchase Plan Booklet

SPP Terms and Conditions

Important Notice

The offer to purchase shares under the SPP is not a recommendation to acquire shares. If you are in any doubt about participating in the SPP, you should consider obtaining professional financial and / or taxation advice to assist you in determining whether or not and the extent to which, you wish to participate in the SPP (taking into account your own financial situation, needs and objectives).

Nothing in these terms and conditions ( SPP Terms and Conditions ), the SPP application form ( Application Form ) or any other accompanying documentation constitutes investment or financial product advice or is intended to influence your decision whether or not to participate in the SPP.

If you apply to participate in the SPP, by making a BPAY payment or completing and returning the Application Form with a cheque, bank draft or money order, you are accepting the risk that the market price of the shares may change. This means it is possible that, between the time you make your application and up to or after the issue date, you may be able to buy shares at a lower price than the Issue Price.

No cooling‑off regime applies in relation to the application and acquisition of shares under the SPP.

This document may not be released or distributed in the United States.

1. Eligible shareholders

• (a) Subject to paragraphs 1(c) to 1(j), all persons registered as holders of fully paid ordinary shares at 7.00 pm (Melbourne time) on Wednesday, 11 December 2019 ( Record Date ), whose address on the share register is in Australia or New Zealand may participate in the SPP ( Eligible Shareholders ). FAR has determined that it is not practical for holders of shares with registered addresses in other jurisdictions to participate in the SPP.

• (b) Directors and employees of FAR who hold shares may be Eligible Shareholders.

• (c) Shareholders who hold shares on behalf of persons who reside outside Australia or New Zealand, are in the United States, or are acting for the account or benefit of a person in the United States are not entitled to participate in the SPP on behalf of those persons. A trustee, nominee or custodian must not participate in the SPP on behalf of, nor distribute this document or any other document relating to the SPP to, any person in the United States. The shares to be issued under this SPP have not been and will not be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act ), or the securities laws of any state or other jurisdiction of the United States. Accordingly, Shareholders who are located in the United States or are acting for the account or benefit of a person in the United States are not Eligible Shareholders entitled to participate in the SPP.

• (d) In accordance with relevant New Zealand securities law, a person who, on the Record Date was registered as a holder of shares with a New Zealand address but who, as at the time of this offer no longer holds shares, is not eligible to participate in the SPP.

• (e) To the extent that you hold shares on behalf of another person resident outside Australia or New Zealand, it is your responsibility to ensure that any application complies with all applicable foreign laws. You must not distribute any documents relating to the SPP to any person in the United States. Consistent with the representations, warranties and acknowledgements contained in paragraph 3, you may not submit any completed Application Forms for any person in the United States or who is acting for the account or benefit of a person in the United States. Failure to comply with these restrictions may result in violations of applicable securities laws.

4

FAR Limited Share Purchase Plan Booklet

• (f) Shareholders who are joint holders of shares are taken to be a single registered holder of shares for the purposes of determining whether they are an Eligible Shareholder, and the certification under paragraph 3(a)(v) by one joint holder will be effective in respect of the other joint holder(s).

• (g) If you are a custodian (as defined in ASIC Instrument 2019/547), you may spend up to $30,000 applying for shares for each underlying beneficial owner subject to you annexing to your Application Form a certificate for the total of your application with the following information:

• (i) confirmation of either or both of the following:

  • (A) that you hold shares on behalf of one or more other persons (each a participating beneficiary ) that are not custodians; or

  • (B) that another custodian ( downstream custodian ) holds beneficial interests in shares on behalf of one or more other persons (each a participating beneficiary ), and you hold the Shares to which those beneficial interests relate on behalf of the downstream custodian or another custodian;

• (ii) confirmation that each participating beneficiary has subsequently instructed the following persons:

  • (A) where paragraph 1(g)(i)(A) above applies – you; or

  • (B) where paragraph 1(g)(i)(B) above applies – the downstream custodian, to apply for shares on their behalf under the SPP;

• (iii) the number of participating beneficiaries and their names and addresses;

• (iv) in respect of each participating beneficiary:

  • (A) where paragraph 1(g)(i)(A) above applies – the number of shares that you hold on their behalf; or

  • (B) where paragraph 1(g)(i)(B) above applies – the number of shares to which the beneficial interests relate;

• (v) in respect of each participating beneficiary:

  • (A) where paragraph 1(g)(i)(A) above applies – the number or the dollar amount of shares they have instructed you to apply for on their behalf; or

  • (B) where paragraph 1(g)(i)(B) above applies – the number or the dollar amount of shares they have instructed the downstream custodian to apply for on their behalf;

• (vi) confirming that there are no participating beneficiaries in respect of which the total of the application price for the following exceeds $30,000:

  • (A) the shares applied for by you under the SPP in accordance with the instructions referred to in 1(g)(v) above; and

  • (B) any other shares issued to you in the 12 months before the application as a result of an instruction given by them to you or the downstream custodian to apply for securities on their behalf under an arrangement similar to the SPP;

5

FAR Limited Share Purchase Plan Booklet

• (vii) confirmation that a copy of these SPP Terms and Conditions was given to each participating beneficiary; and

• (viii) where paragraph 1(g)(i)(B) above applies – the name and address of each custodian who holds beneficial interests in shares held by you in relation to each participating beneficiary ( Custodian Certificate ).

• (h) If you hold shares as a trustee or nominee for another person, but are not a custodian as defined in ASIC Instrument 2019/547, you cannot participate for beneficiaries in the manner described above. In this case, the rules in paragraph 2(b) apply.

• (i) Custodians wishing to participate on behalf of a beneficiary or beneficiaries must provide the certifications required by ASIC Instrument 2019/547 and contact Computershare Investor Services Pty Limited on 1300 850 505 (within Australia) or (+613) 9415 4000 (outside Australia) to request a Custodian Certificate that contains these certifications and other details required to be provided by the Custodian.

• (j) If you are an Eligible Shareholder, your rights under this offer are personal to you and are non‐ renounceable, which means you cannot transfer your rights to another person.

2. Applying for shares

• (a) Participation in the SPP is optional. Eligible Shareholders may apply for shares up to a maximum cost of $30,000 dollars.

• (b) The number of new shares issued will be determined by dividing the application money by the Issue Price. If this calculation produces a fractional number, the number of new shares issued will be rounded down to the nearest whole new share.

• (c) If you are an Eligible Shareholder and wish to participate in the SPP, you must follow the instructions on your personalised Application Form and:

• (i) make payment by BPAY equivalent to the dollar amount of the parcel of shares you wish to apply for (including providing the unique Reference Number printed on your personalised application form provided to you for the purposes of the SPP only) ( Electronic Application ); or

• (ii) complete the Application Form and provide a cheque, bank draft or money order made payable to "FAR Limited" and crossed "Not Negotiable". Payments must be made in Australian dollars. Please ensure that sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received ( Written Application ), so that it is received by the registry by 5.00 pm (Melbourne time) on the Closing Date. Payments must be in Australian dollars.

• (d) If you make an Electronic Application, in applying for shares, you represent to FAR that the total of the application price for the following does not exceed $30,000:

• (i) the shares the subject of the application;

• (ii) any other shares in the class applied for under the SPP or any shares in the class issued under a similar arrangement in the 12 months before the application;

• (iii) any other shares in the class which you have instructed a custodian to acquire on your behalf under the SPP; and

• (iv) any other shares in the class issued to a custodian under an arrangement similar to the SPP in the 12 months before the application as a result of an instruction given by

6

FAR Limited Share Purchase Plan Booklet

you to the custodian or another custodian and which resulted in you holding beneficial interests in the shares, noting that FAR has not conducted a similar arrangement in the preceding 12 months.

• (e) Eligible Shareholders who receive more than one offer under the SPP (for example, because they hold shares in more than one capacity) may apply on different Application Forms for shares but may not apply for shares with an aggregate dollar amount of more than $30,000.

• (f) FAR may accept or reject your application for shares at its discretion, and may reject your application in the following circumstances (among others):

• (i) your Application Form is incorrectly completed, incomplete or otherwise determined to be invalid;

• (ii) your cheque is dishonoured or the cheque, bank draft or money order that you enclose with your Application Form is not made out for the amount corresponding to the value of the parcel of shares you have applied for;

• (iii) your BPAY payment is incomplete or invalid;

• (iv) it appears that you are applying to acquire shares with an aggregate application amount in excess of $30,000;

• (v) you are a custodian and you have not provided the required Custodian Certificate;

• (vi) your Application Form or BPAY payment is received after the Closing Date. Late payments will be refunded or rejected, without interest, as soon as practicable following the issue of shares; or

• (vii) FAR believes you are not an Eligible Shareholder (subject to compliance with any applicable ASIC or ASX Limited ( ASX ) requirements).

• (g) Further, should FAR receive applications under the SPP for more than $30 million in aggregate, it may scale back or reject applications, in its absolute discretion. This means that you may be allocated fewer shares under the SPP than the parcel of shares you applied for. If this happens, you will be refunded the difference in the application monies received from you (without interest).

• (h) References in this SPP Booklet to $ should be read as AUD.

3. Effect of Making an Application

• (a) If you make an Electronic Application or Written Application, by making that Electronic Application or Written Application:

• (i) you have read and accepted these SPP Terms and Conditions in full and you declare that all details and statements in your Application Form are true and complete and not misleading;

• (ii) you acknowledge that you are an Eligible Shareholder;

• (iii) you irrevocably and unconditionally agree to these SPP Terms and Conditions and the terms of the Application Form and agree not to do any act or thing that would be contrary to the spirit, intention or purpose of the SPP;

• (iv) you acknowledge your application is irrevocable and unconditional and cannot be withdrawn;

7

FAR Limited Share Purchase Plan Booklet

• (v) you certify that the total of the application monies for the following does not exceed $30,000:

  • (A) the shares the subject of your application;

  • (B) any other shares in the class you applied for under the SPP or any securities in the class issued under a similar arrangement in the 12 months before the application;

  • (C) any other shares in the class which you have instructed a custodian to acquire on your behalf under the SPP; and

  • (D) any other shares in the class issued to a custodian under an arrangement similar to the SPP in the 12 months before the application as a result of an instruction given by you to the custodian or another custodian and which resulted in you holding beneficial interests in the shares.

• (vi) you, and each person for whose account or benefit you are acting, are not in the United States and you are not acting for the account or benefit of a person in the United States;

• (vii) you acknowledge that the shares have not, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States, and accordingly, the shares may not be offered, sold or resold in the United States;

• (viii) you represent that you have not, and you agree that you will not, send any materials relating to the SPP to any person in the United States; or to any person acting for the account or benefit of a person in the United States;

• (ix) you accept the risk associated with any refund that may be dispatched to your address or to your nominated bank account as shown on the register;

• (x) you are responsible for any dishonour fees or other costs FAR may incur in presenting a cheque for payment that is dishonoured;

• (xi) you acknowledge that no interest will be paid to applicants on any application monies held pending the issue of the shares or subsequently refunded to you for any reason;

• (xii) you acknowledge that you have not been provided with investment advice or financial product advice by FAR or the share registry and that neither of them has any obligation to provide this advice in relation to your consideration as to whether or not to participate in the SPP; and

• (xiii) you acknowledge that FAR is not liable for any exercise of its discretions referred to in these SPP Terms and Conditions.

• (b) In addition, if you make a Written Application, by making that Written Application:

• (i) you authorise FAR to correct minor errors in your Application Form and to complete the Application Form by inserting any missing minor detail;

• (ii) you acknowledge that FAR may determine that your Application Form is valid, in accordance with these SPP Terms and Conditions, even if the Application Form is incomplete, contains errors or is otherwise defective; and use private information about you or the person you nominate to contact for the purposes of assessing your

8

FAR Limited Share Purchase Plan Booklet

application, issuing new shares or making a refund of application monies under the SPP offer.

4. Price of shares under the SPP

You acknowledge the risk that the market price of shares may change (ie, rise or fall) between the date of this offer and the date the shares are issued to you under the SPP ( Issue Date ) which may mean that the Issue Price you pay for the shares may exceed or be less than the market price of the shares on the Issue Date.

5. Ranking of shares

Shares issued under the SPP will rank equally in all respects with existing shares quoted on the ASX, with the same voting rights, distribution rights and other entitlements.

6. New Zealand Compliance

• (a) The new shares are not being offered to the public within New Zealand other than to existing shareholders with registered addresses in New Zealand to whom the offer of new shares is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

• (b) This document has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

7. Costs of Participation

No brokerage, commissions or other transaction costs will be payable by Eligible Shareholders in respect of the application for, and the issue of, shares under the SPP.

8. Compliance

The offer of shares under the SPP is made in accordance with the requirements of the ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 ( ASIC Instrument 2019/547 ).

9. Dispute Resolution

FAR may settle in any manner it thinks fit, any difficulties, anomalies or disputes that may arise in connection with or by reason of the operation of the SPP and the decision of FAR will be conclusive and binding on all participants and other persons to whom the determination relates.

10. Waiver, amendment, suspension and withdrawal

FAR may, at its discretion, waive compliance with any provision of these SPP Terms and Conditions, amend or vary these SPP Terms and Conditions, or suspend or withdraw the offer at any time. Any such waiver, amendment, variation, suspension or withdrawal will be binding on all Eligible Shareholders even where FAR does not notify you of the event.

11. No Underwriting

The SPP will not be underwritten.

12. Governing Law

These SPP Terms and Conditions are governed by the laws in force in Victoria.

9

FAR Limited Share Purchase Plan Booklet

13. Privacy Policy

• (a) Chapter 2C of the Corporations Act 2001 (Cth) requires information about you as a shareholder including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold shares. This information must continue to be included in the public register if you cease to be a shareholder. The Privacy Amendment (Private Sector) Act 2000 (Cth) does not alter these statutory obligations.

• (b) FAR and Computershare Investor Services Pty Limited may collect personal information to process your application and implement the SPP, and to administer your shareholding.

• (c) The personal information contained on the register is also used to facilitate payments and corporate communications (including financial results, annual reports and other information to be communicated to shareholders) and to ensure compliance with legal and regulatory requirements, including Australian taxation laws and the Corporations Act 2001 (Cth).

• (d) The personal information we collect may include your name, address, other contact details for you and the person you nominate us to speak with, bank account details and details of your shareholdings.

• (e) Shareholders who are individuals and the other individuals in respect of whom personal information is collected, as outlined above, have certain rights to access, correct or update the personal information held about them, subject to some exceptions allowed by law. Such individuals should contact Computershare Investor Services Pty Limited on 1300 850 505 (within Australia) or (+613) 9415 4000 (outside Australia) in the first instance if they wish to request access to that personal information. Reasons will be given if access is denied.

• (f) Your personal information may be disclosed to joint investors, registry, to securities brokers, to third party service providers (including print and mail service providers, technology providers, and professional advisers), to related entities of FAR and each of their agents and contractors, and to ASX and other regulatory authorities, and in any case, where disclosure is required or allowed by law (which may include disclosures to the Australian Taxation Office and other government or regulatory bodies or where you have consented to the disclosure). In some cases, the types of organisations referred to above to whom we will disclose your personal information may be located overseas.

• (g) The main consequence of not providing the personal information outlined in paragraphs 13(a) to 13(d) above would be that FAR may be hindered in, or prevented from, processing your application, and from conducting and implementing the SPP.

• (h) Computershare Investor Services Pty Limited's privacy policy is available on its website: www.computershare.com.

14. Other Terms and Conditions

Shareholders will be bound by the constitution of FAR and these SPP Terms and Conditions by accepting the offer to acquire shares under the SPP.

10