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HELIOS ENERGY LTD Share Issue/Capital Change 2021

Dec 1, 2021

65047_rns_2021-12-01_12093f95-50e9-4e6d-8e24-66b5d0ce80df.pdf

Share Issue/Capital Change

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Helios Energy Ltd

Date: 2 December 2021

2 December 2021

Market Announcements Office Australian Securities Exchange Level 4, 20 Bridge Street SYDNEY NSW 2000

Notification of Expiry of Listed Options

Helios Energy Limited (ASX: HE8) ( Company ) advises that the attached letter has been sent to registered holders of listed options (ASX: HE8OA) ( Options ) which are exercisable at $0.02 on or before 5.00pm (WST) on 31 December 2021 ( Expiry Date ).

Official quotation of the Options on ASX will cease at close of trading on Thursday, 23 December 2021, being four business days before the Expiry Date.

Holders of the Options can exercise all or part of their Options prior to the Expiry Date by providing the Company a completed written exercise notice specifying the number of Options being exercised and a payment of funds for the total exercise price for the number of Options being exercised.

ASX Code: HE8

Directors

Hui Ye Non-Executive Chairman Richard He Managing Director Robert Bearden Non-Executive Director Nicholas Ong Non-Executive Director John Palermo Company Secretary

Contact Details

Australian Office

Level 3, 18 Richardson Street West Perth WA 6005 Australia PO Box 1485 West Perth WA Australia 6872 Tel +61 1300 291 195 Fax +61 8 6298 6191

USA Office

The Board of the Company has authorised this announcement to be released to the ASX.

Yours sincerely Helios Energy Limited

3 Riverway, 17[th] Floor Suite 1750, Houston Texas USA 77056 Tel +1 713 333 3613 Fax +1 713 583 0965

www.heliosenergyltd.com

John Palermo Company Secretary

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2 December 2021

«Name_and_Address_Line_1» «Name_and_Address_Line_2» «Name_and_Address_Line_3» «Name_and_Address_Line_4» «Name_and_Address_Line_5»

Dear Optionholder

Conversion of Listed Options (HE8OA)

Issuer: Helios Energy Limited ABN: 61 143 932 110 Listed Options HE8OA at $0.02 per share, Expiry 31 December 2021

You are the registered holder of the abovementioned listed options in Helios Energy Limited (ASX: HE8).

There is no obligation upon Optionholders to exercise their Options. The courses of action available to you as a holder of these Options are:

(a) Exercise your Options:

If you wish to exercise your Options, you must complete the “Notice of Exercise of Options” ( Notice of Exercise ) form accompanying this letter and provide the completed Notice of Exercise together with payment of $0.02 per Option being exercised in accordance with the instruction set out in the Notice of Exercise. Your completed Notice and payment (in cleared funds) must be received by no later than 5:00pm (WST) on the Expiry Date, being 31 December 2021. Payment must be made via Electronic Funds Transfer to:

Helios Energy Limited BSB: 036-406 Account number: 178348 Reference to use is «Holder_ID»

(b) Sell your Options:

Please note that official quotation of the Options on ASX will cease at close of trading on Thursday, 23 December 2021, being four business days before the Expiry Date.

Helios Energy Ltd

ABN 61 143 932 110 ASX CODE: HE8 www.heliosenergyltd.com

USA Office

Australian Office

Level 3, 18 Richardson Street 3 Riverway, 17[th] Floor West Perth WA 6005 Australia Suite 1750, Houston Texas USA 77056 PO Box 641 West Perth WA Australia 6872 Tel +1 713 333 3613 Tel +61 1300 133 921 Fax +1 713 583 0965 Fax +61 8 6298 6191

(c) Do nothing and allow your Options to expire:

If you do not exercise or sell your Options in the manner described above, they will expire at 5:00pm (WST) on the Expiry Date, being 31 December 2021, and your right to subscribe for fully paid ordinary shares in the capital of the Company ( Shares ) at $0.02 per Share will lapse.

In accordance with clause 5.2 of Appendix 6A of the ASX Listing Rules, the Company provides the following information:

  1. The name of the Optionholder is contained on the enclosed personalised ‘Application for Shares upon Exercise of Options’.

  2. The number of Options held, and the number of fully paid ordinary shares in the Company to be issued on the conversion of the Options are contained in the enclosed personalised ‘Application for Shares upon Exercise of Options’ for the Optionholder.

  3. These options entitle you to acquire one fully paid ordinary share in the capital of HE8 for each option you choose to exercise.

  4. The exercise price of these options is 2 cents each ( A$0.02 ).

  5. The due date for payment is 5.00pm WST on 31 December 2021 ( due date ). There is no obligation upon the holder to exercise their options, however, if payment is not received by the due date the options will lapse and all rights under the options will cease at that time.

  6. The options will cease to be quoted on ASX from close of trading on Thursday, 23 December 2021. 7. The market price of ordinary fully paid shares in HE8 on the Australian Securities Exchange (ASX) was A$0.11 on 1 December 2021, being the last trading day in HE8 prior to the date of this letter.

  7. During the three months preceding the date of this notice the highest market price of ordinary fully paid shares in HE8 on ASX was A$0.155 on both 15 October 2021 and 19 October 2021, and the lowest market price was A$0.11 on both 29 November 2021 and 1 December 2021.

  8. The Board confirms that there is no underwriting agreement in place for the exercise of the Options.

  9. Due to possible delays by Australia Post over the holiday period, the Company strongly encourage Optionholders to send Completed Exercise of Options forms and a receipt of payment to: [email protected].

If you have any questions regarding the exercise of your options please contact the share registry, Computershare on +61 8 9323 2031.

Yours sincerely

John Palermo Company Secretary

Helios Energy Ltd ABN 61 143 932 110

Issuer: Helios Energy Limited ABN: 61 143 932 110 Listed Options HE8OA at $0.02 per share, Expiry 31 December 2021

«Name_and_Address_Line_1» «Name_and_Address_Line_2» «Name_and_Address_Line_3» «Name_and_Address_Line_4» «Name_and_Address_Line_5»

Application Form on Exercise of Options Expiring 31 December 2021

To the Directors, Helios Energy Ltd

I/We hereby exercise «Number_Held» option(s) and hand you herewith my/our cheque for A$ «Funds_Expected» , being $0.02 per share on application for «Number_Held» ordinary shares in the capital of the Company.

I/We request that you allot me that number of shares and I/we agree to accept that number of shares on the terms below and the Constitution of the Company, and I/we authorise you to place my/our name on the register.

My/Our SRN/HIN (as shown on my/our Issuer Sponsored holding statement or CHESS holdings statement) is: «Holder_ID» .

Sign Here – This section must be signed for your instructions to be executed

I/We authorise you to act in accordance with my/our instructions set out above.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Director Director/Company Secretary Sole Director and Sole Company Secretary

Note: when signed under Power of Attorney, the attorney states that they have not received a notice of revocation.

Computershare Investor Services Pty Limited needs to sight a certified copy of the Power of Attorney.

Contact Name

Contact Telephone Number Day/Date Month Year

PAYMENT INSTRUCTIONS

Payment (in cleared funds) must be received via Electronic Funds Transfer no later than 31 December 2021 to: Helios Energy Limited BSB: 036-406 Account number: 178348 Reference to use: «Holder_ID»

Helios Energy Ltd ABN 61 143 932 110

TERMS AND CONDITIONS

Listed Options HE8OA at $0.02 per share, Expiry 31 December 2021

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.02 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 31 December 2021 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

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

  • (e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each 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 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) issue the number of Shares required under these terms and conditions in respect of the number of 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 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 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 Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

  • (i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option immediately before the record date of the bonus issue; and

  • (ii) in any event in a manner consistent with the Corporations Act and ASX Listing Rules 6.22.3 at the time of the bonus issue.

(m) Change in Exercise Price

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

  • (n) Quotation

The Options are listed, and the Company intends to apply for quotation of the Options on ASX, subject to the requirements of ASX Listing Rule 2.5.

(o) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

Helios Energy Ltd ABN 61 143 932 110