KEY PETROLEUM LIMITED - AGM Information 2017

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ABN 50 120 580 618

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

TIME: 11:30 am WST DATE: Friday, 24 November 2017 PLACE: Quest West Perth Level 1 54 Kings Park Road West Perth, Western Australia

This Notice of Meeting and Explanatory Statement should be read in its entirety.

If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company on +61 8 6389 0322.

The Annual Report is available online visit www.keypetroleum.com.au

CONTENTS PAGE
Notice of Annual General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	7
Glossary	18
Annexure A	20
Annexure B	21
Certificate of Appointment of Corporate Representative	23
TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of Shareholders to which this Notice of Meeting relates will be held at 11:30 am WST on Friday, 24 November 2017 at:

Quest West Perth Level 1 54 Kings Park Road West Perth, Western Australia

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

To vote in person, attend the Meeting on the date and at the place set out above. If you wish to attend the Meeting, please arrive 20 minutes prior to the start of the Meeting to facilitate the registration process.

VOTING BY PROXY

If you are unable to attend the Meeting please complete and return the enclosed Proxy Form in accordance with the specified instructions.

To vote by proxy:

(a) the signed and completed Proxy Form (enclosed with this Notice); and
(b) if the appointment is signed by the appointor's attorney – the authority under which the appointment was signed (e.g. a power of attorney), or a certified copy of it,

should be returned as follows:

Online: www.investorvote.com.au

By Mobile: Scan the QR Code on your Proxy form and follow the prompts

By Mail to: Computershare Investor Services Pty Limited GPO Box 242 Melbourne, Victoria 3001

By Facsimile Transmission: 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia)

By Hand to: Computershare Investor Services Pty Limited Level 11, 172 St Georges Terrace Perth WA 6000

Custodian Voting: For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions

To be effective a completed proxy form and power of attorney (if any) must be received by 11.30 am WST, Wednesday, 22 November 2017 , or at least 48 hours prior to any adjourned meeting as the case may be, at which the individual named in the Proxy Form proposes to vote. Any Proxy Form received after that time will not be valid for the scheduled meeting.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Key Petroleum Limited ( Company ) will be held at Quest West Perth located at Level 1, 54 Kings Park Road, West Perth, Western Australia on Friday, 24 November 2017 commencing at 11:30 am WST .

The Explanatory Statement provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

AGENDA

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2017 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass the following resolution as a non-binding resolution :

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2017.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

In accordance with section 250R of the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of:

(a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or
(b) a Closely Related Party of such member.

However, a person described above may cast a vote on Resolution 1 as proxy if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:

(a) the person does so as a proxy appointed in writing and the Proxy Form specifies how the proxy is to vote on Resolution 1; or
(b) the person is the Chairman of the Meeting and the appointment of the Chairman as proxy:
(i) does not specify the way the proxy is to vote on Resolution 1; and
(ii) expressly authorises the Chairman to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of the Key Management Personnel.

If you are a member of the Key Management Personnel of the Company or a Closely Related Party of such person (or are acting on behalf of such person) and purport to cast a vote (other than as a proxy as permitted in the manner set out above), that vote will be disregarded by the Company (as indicated above) and you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – REX TURKINGTON

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purpose of clause 14.3 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Rex Turkington, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

3. RESOLUTION 3 – RATIFICATION OF PAST ISSUE OF SHARES

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 100,000,000 fully paid ordinary shares in the Company issued on 15 August 2017 on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 3 by any person that participated in the issue and any of their associates. However, the Company will not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or 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.

4. RESOLUTION 4 – APPROVAL OF 10% PLACEMENT FACILITY

To consider and, if thought fit, to pass the following resolution as a special resolution :

"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on Resolution 4 by a person who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed, and any person associated with those persons. However, the Company will not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or 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.

Important note: The proposed allottees of any Equity Securities under the 10% Placement Facility are not as yet known or identified. In these circumstances (and in accordance with the note set out in ASX Listing Rule 14.11.1 relating to ASX Listing Rules 7.1 and 7.1A), for a person’s vote to be excluded, it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of any Equity Securities issued under the 10% Placement Facility the subject of this Resolution 4), Shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted, and there is no reason to exclude their votes.

5. RESOLUTION 5 – SHARE PLACEMENT FACILITY

To consider, and if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rule 7.1 of the Listing Rules of the ASX and for all other purposes, the Directors be authorised to issue up to 250,000,000 Shares in the capital of the Company at an issue price of not less than 80% of the average market price of the Company’s Shares (calculated over the 5 days on which sales of shares were recorded before the day on which the issue is made), with such Shares to be issued to such persons as the Directors in their absolute discretion may determine and otherwise upon the terms and conditions set out in the Notice and Explanatory Statement.”

Voting Exclusion : The Company will, in accordance with the Listing Rules of the ASX, disregard any votes cast on Resolution 5 by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities,

if the resolution is passed, and any of their Associates. However, the Company will not disregard a vote if it is cast by a person as 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.

Important note: The proposed allottees of any Shares under the Share Placement Facility the subject of this Resolution 5 are not as yet known or identified. In these circumstances (and in accordance with the note set out in ASX Listing Rule 14.11.1 relating to ASX Listing Rules 7.1 and 7.1A), for a person’s vote to be excluded, it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of any Shares issued under the Share Placement Facility the subject of this Resolution 5), Shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted, and there is no reason to exclude their votes.

6. RESOLUTION 6 – APPROVAL OF ISSUE OF SECURITIES UNDER EMPLOYEE SHARE OPTION PLAN AS AN EXCEPTION TO ASX LISTING RULES 7.1 AND 7.1A

To consider, and if thought fit, to pass the following resolution as an ordinary resolution :

“ That for the purpose of Listing Rule 7.2 Exception 9(b) and for all other purposes, Shareholders approve the issue of securities under the employee incentive scheme known as the “Key Petroleum Limited Employee Share Option Plan” approved by Shareholders on 30 November 2012, a summary of which is set out in the Explanatory Statement accompanying this Notice of Annual General Meeting, for a period of 3 years after date of this Meeting, as an exception to Listing Rule 7.1 and 7.1A .”

Voting Exclusion : The Company will disregard any votes cast on Resolution 6 by a Director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any person associated with that Director. However, the Company will 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 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.

The Company will disregard any votes cast on Resolution 6 by any member of the Key Management Personnel of the Company, or a Closely Related Party, acting as proxy if their appointment does not specify the way the proxy is to vote on Resolution 6. However, the Company will not disregard any votes cast on Resolution 6 by such person if the person is the Chairman of the Meeting voting an undirected proxy and their appointment expressly authorizes the Chairman to exercise the proxy even though Resolution 6 is connected with the remuneration of the Key Management Personnel of the Company.

If you are a member of the Key Management Personnel of the Company or a Closely Related Party (or are acting on behalf of any such person) and purport to cast a vote (other than as a proxy permitted in the manner set out above), that vote will be disregarded by the Company (as indicated above) and you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.

DATED: 10 OCTOBER 2017

BY ORDER OF THE BOARD

IAN GREGORY COMPANY SECRETARY

PROXIES

Please note that:

(a) a Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b) a Shareholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes;
(c) a proxy need not be a member of the Company; and
(d) a body corporate appointed as a Shareholder’s proxy may appoint an individual as its corporate representative to exercise any of the powers the body may exercise as a proxy at the Meeting (as to the appointment of corporate representatives, please see below).

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

CORPORATE REPRESENTATIVE

A Shareholder that is a corporation may appoint an individual to act as its corporate representative to vote at the Meeting in accordance with section 250D of the Corporations Act. Any corporation wishing to appoint an individual to act as its representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or Share Registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative. A ‘Certificate of Appointment of Corporate Representative’ is enclosed if required.

ENTITLEMENT TO ATTEND AND VOTE

In accordance with the Constitution and the Corporations Regulations 2001 (Cth), the Company may specify a time, not more than 48 hours before the Meeting, at which a “snap-shot” of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 4.00 pm (WST) on Wednesday, 22 November 2017.

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s Meeting to be held at Quest West Perth located at Level 1, 54 Kings Park Road, West Perth, Western Australia on Friday, 24 November 2017 commencing at 11:30 am WST .

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions.

This Explanatory Statement should be read in conjunction with the Notice of Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary.

FINANCIAL STATEMENTS AND REPORTS

In accordance with the Corporations Act and the Company’s Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2017 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report ( Annual Financial Statements ).

The Company’s annual report to Shareholders, which includes the annual financial report, is available on its website at www.keypetroleum.com.au.

There is no requirement for Shareholders to approve the Annual Financial Statements.

The Company’s auditor, Bentleys, will be present at the Annual General Meeting and Shareholders will have the opportunity to ask the auditor questions in relation to the conduct of the audit, the auditor’s report, the Company’s accounting policies, and the independence of the auditor.

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company’s auditor about:

the preparation and content of the auditor’s report;
the conduct of the audit;
accounting policies adopted by the Company in relation to the preparation of the Annual Financial Statements; and
the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5 business days before the Meeting date to the registered office of Key Petroleum Limited at Level 2, 47 Stirling Highway, Nedlands, Western Australia 6009 or to facsimile number +61 8 6389 0697.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Section 250R(2) of the Corporations Act provides that the Company is required to put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors. The Directors’ Report can be found within the Company’s annual report which is available on the Company’s website at www.keypetroleum.com.au.

Voting on the adoption of the Remuneration Report is for advisory purposes only and will not bind the Directors or the Company. The failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report. The Chairman of the AGM will allow reasonable opportunity for Shareholders to ask questions about, or comment on, the Remuneration Report at the Meeting.

Although voting on the adoption of the Remuneration Report is for advisory purposes only, if there are two consecutive votes at annual general meetings of the Company against the Remuneration Report of 25% or more (each year's votes being considered a Strike ), at the second consecutive annual general meeting at which a Strike occurs ( Second Strike ), a resolution must be put to Shareholders to hold another meeting where each Director is nominated for re-election ( Spill Resolution ). If the Spill Resolution is passed, then the Company is required to hold an additional general meeting ( Further Meeting ) within 90 days of the Spill Resolution. At the Further Meeting all Directors (excluding the Managing Director) must be nominated for re-election.

The Company’s Remuneration Report did not receive a Strike at the Company’s previous annual general meeting held on 22 November 2016. Accordingly, a Spill Resolution will not be put to the Meeting even if 25% or more of the votes cast in respect of the 2017 Remuneration Report are against the adoption of the 2017 Remuneration Report.

Section 250R(4) of the Corporations Act prohibits any votes on this Resolution being cast by Key Management Personnel (or their associates) whose remuneration details are disclosed in the Remuneration Report. However, an exception to this prohibition exists to enable the Chairman to vote shareholders' undirected proxy votes. In this regard, you should specifically note that if you appoint the Chairman as your proxy and you indicate on the Proxy Form that you do not wish to specify how the Chairman should vote on Resolution 1, the Chairman will cast your votes in favour of Resolution 1. If you wish to appoint the Chairman as your proxy but do NOT want your votes to be cast in favour of Resolution 1, you must indicate your voting intention by marking either 'against' or 'abstain' against Resolution 1 in the Proxy Form.

The Board unanimously recommends that Shareholders vote in favour of Resolution 1.

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – REX TURKINGTON

In accordance with Listing Rule 14.5 and clause 14.3 of the Constitution, at every annual general meeting an election of Directors must take place. Listing Rule 14.4 and clause 14.3 of the Constitution prevents a Director from holding office (without re-election) past the third annual general meeting following the Director’s appointment or 3 years, whichever is longer.

The Directors to retire are those Directors who have been in office for 3 years since their appointment or last re-appointment or who have been longest in office since their appointment or last re-appointment or, if the Directors have been in office for an equal length of time, by agreement and in default of agreement by ballot. The Managing Director is exempt from retirement and reelection.

Rex Turkington retires by way of rotation and, being eligible, offers himself for re-election as a Director.

Mr Turkington was appointed as a Non-Executive Director of the Company on 18 July 2012 and NonExecutive Chairman on 14 January 2014. He is a highly experienced corporate advisor and economist who has worked extensively in the financial services and stockbroking industry in Australia, specialising in the exploration and mining sectors. Mr Turkington has extensive experience with equities, derivatives, foreign exchange and commodities, and has participated in numerous corporate initial public offerings and capital raisings for listed exploration and mining companies. Mr Turkington is currently a Director of an Australian corporate advisory company, offering corporate finance and investor relations advice to listed companies. He holds a First-Class Honours degree in Economics, is a graduate of the Australian Institute of Company Directors and is an associate of the Institute of Financial Services of Australia. Mr Turkington is also a Non-Executive Director of TNG Limited and a Non-Executive Director of Todd River Resources Ltd.

The Directors (excluding Rex Turkington) recommend that shareholders vote in favour of Resolution 2. The Chairman of the Meeting intends to vote undirected proxies in favour of the Resolution.

3. RESOLUTION 3 – RATIFICATION OF PAST ISSUE OF SHARES

1. Background

Under ASX Listing Rule 7.1, the Company can issue up to 15% of its issued equity securities in a 12 month period (subject to certain exceptions) without shareholder approval. On 15 August 2017, the Company issued Shares as detailed below.

2. ASX Listing Rules

Listing Rule 7.1 provides that a company must not, without prior approval of shareholders, issue or agree to issue Equity Securities if the Equity Securities will in themselves or when aggregated with the Equity Securities issued by the company during the previous 12 months, exceed 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 states that an issue by a company of securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and the company’s members subsequently approve it.

Resolution 3 seeks Shareholder approval under ASX Listing Rule 7.4 to ratify the past issue of Shares. The Company confirms that the issue of the Shares the subject of Resolution 3 did not breach ASX Listing Rule 7.1. None of the recipients of the Shares was a related party of the Company within the meaning of the Corporations Act and the ASX Listing Rules.

The effect of the approval under ASX Listing Rule 7.4 of the past issue of Shares will be that the Shares will not be counted as reducing the number of securities which the Company can issue in the future without shareholder approval under the 15% placement limit imposed by ASX Listing Rule 7.1 (i.e. the 15% limit is “renewed” to the extent of the approval).

3. Effect on capital of the Company

The Shares the subject of this Resolution comprise 7.88% of the Company’s fully-diluted share capital (based on the number of Shares and Options on issue as at the date of this Notice of Meeting).

4. Shareholder Approval

ASX Listing Rule 7.5 contains certain requirements as to the contents of a notice sent to Shareholders for the purposes of ASX Listing Rule 7.4 and the following information is included in this Explanatory Statement for this purpose:

4.1 the number, issue price, issue date and recipients of the Shares issued by the Company are as follows:
100,000,000 Shares at an agreed price of $0.01 per Share to Elite Ray Investments Ltd on 15 August 2017, announced to ASX on 15 August 2017;
4.2 the purpose of the issue of the Shares was for funding Key’s share of work commitments in the Perth Basin, Canning Basin and Cooper Eromanga Basin and ongoing working capital;
4.3 all of the Shares issued pursuant to the placement above were fully paid ordinary shares which ranked equally with all other existing Shares from their date of issue; and
4.4 a voting exclusion statement is included in the Notice.

5. Board Recommendation

The Board is not aware of any information not set out in this Explanatory Statement that would be reasonably required by Shareholders to make a decision in relation to Resolution 3.

The Board believes that the ratification of the issue of shares is beneficial for the Company. Each of the Directors recommends that Shareholders vote in favour of Resolution 3 as it allows the Company to retain the flexibility to issue further securities representing up to 15% of the Company’s share capital during the 12 months period ending on 14 August 2018, after which date the 15% limit is automatically refreshed in accordance with Listing Rule 7.1. The Chairman of the meeting intends to vote undirected proxies in favour of the Resolution.

4. RESOLUTION 4 – APPROVAL OF 10% PLACEMENT FACILITY

1. Background

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity as at the time of this Notice of Meeting and expects to be so at the date of the Annual General Meeting.

The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

Resolution 4 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote at the Annual General Meeting (in person, by proxy, by attorney or, in the case of a corporate shareholder, by a corporate representative).

If Shareholders approve Resolution 4, the number of Equity Securities the Company may issue under the 10% Placement Facility will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2.

Key objectives of the Company, as communicated in public announcements, are to continue its focus on operated exploration and near-term production opportunities in highly prospective acreage areas located near infrastructure to address the key theme of energy security in Australia. The Company may use the 10% Placement Facility to raise capital to acquire new exploration or development opportunities or investments, or for exploration activities encompassing drilling and/or development studies of the Company's projects.

The Board believes that the 10% Placement Facility is beneficial for the Company as it will give the Company the flexibility to issue further securities representing up to 10% of the Company’s share capital during the next 12 months. Accordingly, the Directors of the Company believe that Resolution 4 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution. The Chairman of the meeting intends to vote undirected proxies in favour of the Resolution.

2. Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has on issue three classes of Equity Securities, being Shares, Options and Performance Rights. However Shares are the only class of Equity

Securities that are quoted.

(c)

Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 sets out the prescribed formula for calculating the number of Equity Securities which may be issued under the 10% Placement Facility.

(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

At the date of this Notice, the Company has on issue 1,247,358,441 Shares. Subject to Shareholders approving Resolutions 3 and 4, immediately following the AGM the Company will have the capacity to issue approximately:

(i) 187,103,766 Equity Securities under Listing Rule 7.1; and
(ii) 124,735,844 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2.

(e)

Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(f)

10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

(i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or
(ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

3. Listing Rule 7.1A

The effect of Resolution 4 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

4. Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

(a) The Equity Securities will be issued at an issue price not less than the minimum issue price calculated in accordance with section 2(e) above.
(b) If Resolution 4 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table (in the case of Listed Options, only if the Listed Options are exercised) to the extent Shareholders do not receive any Shares under the issue. There is a risk that:
(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

(c) The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A.2 as at 9 October 2017.
(d) The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Facility.

T h e t ~~a~~ Variable 'A' in Listing Rule 7.1A.2			Dilution
		$0.0035 50% decrease in Issue Price	$0.007 Issue Price	$0.014 100% increase in Issue Price
b l e Current Variable A 1,247,358,441 Shares	10% Voting Dilution	124,735,844 Shares	124,735,844 Shares	124,735,844 Shares
	Funds raised	$436,575	$873,151	$1,746,302
h a s 50% increase in current Variable A 1,871,037,661 Shares	10% Voting Dilution	187,103,766 Shares	187,103,766 Shares	187,103,766 Shares
	Funds raised	$654,863	$1,309,726	$2,619,452
b e e n 100% increase in current Variable A 2,494,716,882 Shares	10% Voting Dilution	249,471,688 Shares	249,471,688 Shares	249,471,688 Shares
	Funds raised	$873,151	$1,746,302	$3,492,604

prepared on the following assumptions:

(i) Variable A is 1,247,358,441 being the number of ordinary securities on issue at the date of this Notice of Meeting.
(ii) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
(iii) No Options (including any Listed Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities.

  - (iv) Shareholders approve Resolution 4.

  - (v) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

  - (vi) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.

  - (vii) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

  - (viii) The issue of Equity Securities under the 10% Placement Facility consists only of Shares.  If the issue of Equity Securities includes Listed Options, it is assumed that those Listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

  - (ix) The issue price is $0.007, being the closing price of the Shares on ASX on 9 October 2017.

(e) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 4 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities or Listing Rule 11.2 (disposal of main undertaking).
(f) The Company may seek to issue the Equity Securities for the following purposes:
(i) non-cash consideration for the acquisition of new resources assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or
(ii) cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expenses associated with such acquisition), continued exploration and drilling and development study expenditure on the Company’s current assets and/or general working capital, consistent with the Company’s publically stated strategy.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

(g) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:
(i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
(ii) the effect of the issue of the Equity Securities on the control of the Company;
(iii) the financial situation and solvency of the Company; and
(iv) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company is successful in acquiring new resources assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new resources assets or investments.

(h) The Company previously obtained Shareholder approval under Listing Rule 7.1A at last year’s Annual General Meeting held on 22 November 2016.

The Company has issued a total of 175,000,000 Equity Securities during the 12 months preceding the date of this Meeting representing approximately 18.8% of the total diluted number of Equity Securities on issue in the Company on 9 October 2016, being 930,858,441.

Information relating to issues of Equity Securities by the Company in the 12 months prior to the date of this Meeting is as follows:

Date of Issue	Allottee	Equity Security	Price (and discount to market if any)	Key terms	Amount Raised: Use of Funds or non-cash Consideration
1 December 2016	J L K Marshall	20,000,000 Unlisted options	Nil Exercise price of $0.015 per option.	The Options were issued to the Managing Director of the Company pursuant to the approval of Shareholders at the Annual General Meeting held on 22 November 2016. Refer toAnnexure Afor Key Terms. Options expire 30 November 2020.	No funds raised. Options value is $31,641.
7 February 2017	ASF Oil & Gas Holdings Pty Ltd	80,000,000 Shares	$0.004 per Share. Shares were issued at current market value - no discount or premium.	Placement of fully paid ordinary shares. Shares rank equally with existing Shares.	$320,000 Of these proceeds $265,400 has been used for:- `•` Funding Key’s share of work commitments in the Perth Basin `•` Assessment of new venture opportunities `•` Additional working capital. `•` The balance of funds remaining is $54,600 will be used for development strategy, exploration in the Perth, Canning and Cooper Eromanga Basins, land holding costs, and working capital / administration.
7 February 2017	Start Grand Global Ltd	170,000,000 Shares	$0.004 per Share. Shares were issued at current market value - no discount or premium.	Placement of fully paid ordinary shares. Shares rank equally with existing Shares.	$680,000 Of these proceeds $563,975 has been used for:- `•` Funding Key’s share of work commitments in the Perth Basin `•` Assessment of new venture opportunities `•` Additional working capital. The balance of funds remaining is $116,025 will be used for development

					strategy, exploration in the Perth, Canning and Cooper Eromanga Basins, land holding costs, and working capital / administration.
15 August 2017	Elite Ray Investments Pty Ltd	100,000,000 Shares	$0.01 per Share. Shares were issued at an 11% premium to the price on the last trading day prior to the day of issue ($0.009).	Placement of fully paid ordinary shares. Shares rank equally with existing Shares.	$1,000,000 None of these proceeds have been used in the period to the date of this Notice. The balance of funds remaining is $1,000,000 will be used for development strategy, exploration in the Perth, Canning and Cooper Eromanga Basins, land holding costs, and working capital / administration.

(i) A voting exclusion statement is included in the Notice.

At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities.

In these circumstances (and in accordance with the note set out in ASX Listing Rule 14.11.1 relating to ASX Listing Rules 7.1 and 7.1A), for a person’s vote to be excluded, it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of any Equity Securities issued under the 10% Placement Facility the subject of Resolution 4), Shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted, and there is no reason to exclude their votes.

No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice.

5. RESOLUTION 5 – SHARE PLACEMENT FACILITY

1. Background

Resolution 5 seeks the approval of Shareholders for a Share Placement Facility of up to 250,000,000 ordinary fully paid Shares, which the Directors may utilise to raise additional working capital for the Company.

The Directors believe that it is prudent for the Company to have a Share Placement Facility available so that it has the flexibility to raise additional capital should market conditions provide the opportunity. If not utilised, the facility would lapse 3 months after the date for the meeting.

2. ASX Listing Rules

ASX Listing Rule 7.1 prohibits a company from issuing shares representing more than 15% of its issued capital in any 12 month period, without the prior approval of its shareholders (subject to certain exceptions). Accordingly prior Shareholder approval is being sought under Listing Rule 7.1 for the issue of up to 250,000,000 Shares in the Company.

3. Shareholder Approval

In accordance with Listing Rule 7.3 the following information is provided to Shareholders.

(a) the maximum number of securities that may be issued under Resolution 5 is 250,000,000 Shares;
(b) any Shares issued in accordance with Resolution 5 will be issued within 3 months from the date of the AGM (or such later date as approved by ASX);
(c) the Shares will be issued to institutional and sophisticated investors. As at the date of this Notice there has been no decision by the Directors to issue any Shares. Accordingly, the names of any allottee or proposed allottees are not known;
(d) the Shares will be issued at a price which is not less than 80% of the average market price of the Company’s Shares, calculated over the 5 days in which sales on the Company’s Shares were recorded on ASX before the day on which an issue is made;
(e) any Shares issued pursuant to Resolution 5 will rank equally in all respects with existing fully paid Shares issued in the Company;
(f) funds raised by the issue of any Shares will be issued as additional working capital for the Company to continue exploration of its permits as well as ongoing evaluation of new venture opportunities; and
(g) there is no planned issue date and if there is an issue it will occur progressively.

4. Board Recommendation

The Board believes that approval of the Share Placement Facility is beneficial for the Company.

The Directors unanimously recommend that shareholders vote in favour of Resolution 5. The Chairman of the meeting intends to vote undirected proxies in favour of the Resolution.

6. RESOLUTION 6 – APPROVAL OF ISSUE OF SECURITIES UNDER EMPLOYEE SHARE OPTION PLAN AS AN EXCEPTION TO ASX LISTING RULES 7.1 AND 7.1A

1 Background

Resolution 6 seeks Shareholder approval of the issue of securities under the Company’s employee incentive scheme known as the “Key Petroleum Limited Employees Share Option Plan” approved by Shareholders on 30 November 2012 ( Plan ), for a period of 3 years from 24 November 2017 as an exception to ASX Listing Rules 7.1 and 7.1A. The Plan enables the Company to issue long term incentive Options (and Options are the only security able to be issued under the Plan) to eligible employees of the Company (including Directors, subject to additional approval by the Shareholders of such issue) and to Contractors of the Company. The Company’s Shareholders first approved the Plan at the annual general meeting held on 30 November 2012. They also approved a similar resolution to this resolution on 23 November 2015. On 10 October 2017 the directors varied the rules of the Plan to include Contractors of the Company into the class of “Eligible Persons”. For the issue of Options under the Plan to continue to comply with Exception 9(b) of ASX Listing Rule 7.2 for the next 3 years, Shareholder approval of this resolution is required.

The purpose of the Plan is to put in place a mechanism whereby the Board may, from time to time, issue Options to nominated eligible persons (including Directors, subject to additional approval by the Shareholders of such issue in accordance with the Corporations Act and the ASX Listing Rules) as an incentive or reward for assisting the Company in meeting its key objectives. In the highly competitive environment within which the Company operates, the Plan provides an additional tool for the Board to attract, retain and reward key employees, consultants and contractors pursuant to

the conditions and rules of the Plan. The Board believes that the Plan contributes to the long term financial performance of the Company by rewarding eligible persons for their performance and in particular providing an incentive for retention of employees.

2 Listing Rules Requirements

Subject to the exceptions in Listing Rule 7.2, Listing Rules 7.1 and 7.1A prohibit a listed company from issuing or agreeing to issue Equity Securities (which includes shares and options) above the limits ( Limits ) discussed above in any 12 month period without shareholder approval.

Exception 9(b) of Listing Rule 7.2 permits securities issued under an employee incentive scheme (such as the Plan ) to be excluded from the Limits where shareholders have approved the issue of securities under the employee incentive scheme within 3 years before the date they are issued as an exception to Listing Rules 7.1 and 7.1A.

Resolution 6, if passed, will allow long term incentive Options to be granted under the Plan during the 3 years after the date of this Meeting as an exception to Listing Rules 7.1 and 7.1A. However, any grant to Directors under the Plan will be subject to the Corporations Act and Listing Rule 10.4 and will require Shareholder approval.

3 Information required by Listing Rule 7.2

The following information is provided for the purpose of Exception 9(b) of Listing Rule 7.2:

A summary of the terms and conditions of the Plan is attached as Annexure B to this explanatory statement.
A voting exclusion statement for this Resolution is included in the Notice of Annual General Meeting preceding this Explanatory Statement.
The following Options (and only Options have been issued) have been issued under the Plan since the date of the last approval of the Plan by shareholders on 23 November 2015:

Date of Issue	Option Issued
1 December 2016	20,000,000 options with an exercise price of 1.5 cents each and an expiry date of 30 November 2020

4 Board recommendation

Each of the Directors is a potential beneficiary under the Plan and accordingly the Directors do not make a voting recommendation to Shareholders on this Resolution 6.

GLOSSARY

$ or A$

means Australian dollars unless otherwise specified.

ASX

means Australian Securities Exchange or ASX Limited (ACN 008 624 691), as the context requires.

ASX Listing Rules or Listing Rules

means the official listing rules of the ASX.

Board

means all or some of the Directors acting as the board of Directors of the Company.

Chairman

means chairman of the Annual General Meeting.

Closely Related Party

of a member of the Key Management Personnel

means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth).

Company

means Key Petroleum Limited (ABN 50 120 580 618).

Constitution

means the constitution of the Company.

Contractor

means:

(a) an individual with whom the Company has entered into a contract for the provision of services under which the individual performs work for the Company; or
(b) a company with whom the Company has entered into a contract for the provision of services under which an individual, who is a director of the company or their spouse, performs work for the Company;

where the individual who performs the work under or in relation to the contract is, or might reasonably be expected to be, engaged to work the number of hours that are the pro rata equivalent of 40% or more of a comparable full time position with the Company.

Corporations Act

means Corporations Act 2001 (Cth).

Director

means a director of the Company.

Equity Securities has the meaning given to that term in the Listing Rules.

Explanatory Statement means the explanatory statement that accompanies and forms part of

this Notice.

Key Management	has the same meaning as in the accounting standards (as defined in the
Personnel	Corporations Act) and broadly includes those persons having authority
	and responsibility for planning, directing and controlling the activities of
	the Company, directly or indirectly, including any director (whether
	executive or otherwise) of the Company.
MeetingorAnnual	means the annual general meeting convened by this Notice.
General Meeting
NoticeorNotice of	means this notice of annual general meeting which incorporates the
Meeting	Explanatory Statement and the Proxy Form.
Official List	means the Official List of the ASX.
Option	means an option to acquire a Share.
Proxy Form	means the proxy form that is enclosed with and forms part of this
	Notice.
Remuneration Report	means the remuneration report set out in the Director’s report section
	of the Company’s annual financial report for the year ended 30 June
	2017.
Resolution	means a resolution set out in this Notice.
Share	means a fully paid ordinary share in the issued capital of the Company.
Share Registry	means Computershare Investor Services Pty Ltd.
Shareholder	means a registered holder of a Share in the Company.
VWAP	means volume weighted average price.
WST	means Australian Western Standard Time (Perth, Western Australia).

ANNEXURE A

TERMS AND CONDITIONS OF THE OPTIONS THE SUBJECT OF RESOLUTION 6

Each option shall be issued for no consideration.
Each option entitles the holder to subscribe for one ordinary share in Key Petroleum Limited ABN 50 120 580 618 ( Company ) upon the payment of the Exercise Price per share subscribed for.
The options will lapse at 5.00 pm, Western Standard Time on 30 November 2020 ( Expiry Date ).
The options will not be capable of being exercised until the average 30 consecutive day VWAP of the Company’s shares is equal to or greater than 1.5 cents. For the purposes of these terms and conditions that is when the options are said to vest.
The options will not be listed for official quotation on the ASX.
There are no participating rights or entitlements inherent in these options and holders of the options will not be entitled to participate in new issues of capital that may be offered to shareholders during the currency of the option.
Option holders have the right to exercise their vested options prior to the date of determining entitlements to any capital issues to the then existing shareholders of the Company made during the currency of the options, and will be granted a period of at least 10 business days before books closing date to exercise the options.
There is no right to change the exercise price of the options nor the number of underlying shares over which the options can be exercised, if the Company completes a bonus or entitlements issue.
In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the options will be reorganised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged.
The options shall be exercisable at any time before the Expiry Date ( Exercise Period ) by the delivery to the registered office of the Company of a notice in writing ( Notice ) stating the intention of the option holder to exercise all or a specified number of options held by them accompanied by an Option Certificate and a cheque made payable to the Company for the subscription monies for the shares. The Notice and cheque must be received by the Company during the Exercise Period. An exercise of only some options shall not affect the rights of the option holder to the balance of the options held by him or her.
The Company shall allot the resultant shares and deliver a statement of shareholdings with a holders’ identification number within 5 business days of exercise of the options.
Any share allotted as a result of the exercise of an option shall rank, from the date of allotment, equally with the existing ordinary shares of the Company in all respects.

ANNEXURE B

Summary of terms and conditions of Employee Share Option Plan

Participants in the ESOP

The Board may offer free Options to persons ( Eligible Persons ) who are:

full time or part time employees;
directors, alternate directors;
company secretaries; or
Contractors as defined in the Glossary.

Upon receipt of such an Offer, the Eligible Person may nominate an associate acceptable to the Board to be issued with the Options .

Terms of Options

There is no issue price for the Options. The exercise price for the Options will be determined by the Board and will not be less than the market value of Ordinary Shares at the date of grant.

The Company may allow Option Holders to elect that the Company instead allot and issue the number of Shares that are equal in value to the difference between the then Share price and the Exercise Price otherwise payable in relation to the Options (with the number of Shares rounded down).

Shares issued on exercise of Options will rank equally with other ordinary shares of the Company.

Options may not be transferred without the approval of the Board. Quotation of Options on the Australian Securities Exchange (ASX) will not be sought. However, the Company will apply to ASX for Quotation of shares issued on the exercise of Options.

The ESOP is administered by the Directors who have the power to add to, delete or otherwise vary the rules of the ESOP.

Restrictions on Issues and Exercise of Options

The Board may not offer Options under the ESOP if the total number of shares which would be issued were each Option accepted, together with the number of shares in the same class or Options to acquire such shares issued pursuant to all employee or executive share ESOP’s during the previous five years, exceeds 5% of the total number of issued shares in that class as at the date of the offer.

Options may only be issued or exercised within the limitations imposed by the Corporations Law and the ASX Listing Rules.

Exercise of Options

Options may be exercised at any time between 2 and 5 years after the date of grant of the Options.

If an Eligible Person leaves the employment of the group:

(a) 2 years or more after Options are issued; or
(b) because of retirement at or after 55 years of age, disablement, retrenchment, death or any other circumstances approved by the Board,

the Options may be exercised within 30 days (or 3 months in the case of death), or any longer period permitted by the Board. If not exercised in that time, the Options lapse.

If an Eligible Person leaves the employment of the group earlier than 2 years after Options are issued and (b) above does not apply, the Options lapse.

If an Eligible Persons acts fraudulently, dishonestly or in breach of obligations to the Company or any subsidiary then, at the Board’s discretion, Options issued for that person will lapse.

Unexercised Options will automatically lapse five years after they are issued.

Participation in Future Issues

The holders of Options will not participate in new issues, including bonus issues, unless they have exercised the Options at that time and provided such exercise is permitted by the terms of the Option.

If there is a bonus issue to shareholders, the number of shares over which the Option is exercisable may be increased by the number of shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.

In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Options may be reduced in accordance with Listing Rule 6.22.

Capital Reconstruction

In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company, all rights of the Option holder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital, at the time of the reconstruction.

CERTIFICATE OF APPOINTMENT OF CORPORATE REPRESENTATIVE

Shareholder Details

This is to certify that by a resolution of the Directors of:

………………………………………………………………………….…….….………... ( Company ),

Insert name of shareholder company

the Company has appointed:

……………….…………..……………………………………………………………………….……….…, Insert name of corporate representative

in accordance with the provisions of section 250D of the Corporations Act 2001 (Cth), to act as the body corporate representative of that company at the meeting of the members of Key Petroleum Limited to be held on 24 November 2017 and at any adjournments of that meeting/all meetings of the members of Key Petroleum Limited.

DATED ………………………………………………………. 2017

Please sign here

Executed by the Company ) in accordance with its constituent documents ) )

.....................................................….………….….… .......................................................….………………. Signed by authorised representative Signed by authorised representative ........................................................…………...….. .......................................................….………………. Name of authorised representative (print) Name of authorised representative (print) .....................................................…………….…..… .......................................................….………………. Position of authorised representative (print) Position of authorised representative (print)

Instructions for Completion

Insert name of appointor Company and the name or position of the appointee (eg “John Smith” or “each director of the Company”).
Execute the Certificate following the procedure required by your Constitution or other constituent documents.
Print the name and position (eg director) of each company officer who signs this Certificate on behalf of the company.
Insert the date of execution where indicated.
Deliver or mail the Certificate to the registered office of Key Petroleum Limited at Level 2, 47 Stirling Highway, Nedlands WA 6009 or fax the Certificate to the Key Petroleum Limited registered office at +61 8 6389 0697.

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KEY PETROLEUM LIMITED — AGM Information 2017

65176_rns_2017-10-22_15ce6388-9b56-4e09-9486-65047d3229ce.pdf

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

VENUE

YOUR VOTE IS IMPORTANT

VOTING IN PERSON

VOTING BY PROXY

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

Financial Statements and Reports

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – REX TURKINGTON

3. RESOLUTION 3 – RATIFICATION OF PAST ISSUE OF SHARES

4. RESOLUTION 4 – APPROVAL OF 10% PLACEMENT FACILITY

5. RESOLUTION 5 – SHARE PLACEMENT FACILITY

6. RESOLUTION 6 – APPROVAL OF ISSUE OF SECURITIES UNDER EMPLOYEE SHARE OPTION PLAN AS AN EXCEPTION TO ASX LISTING RULES 7.1 AND 7.1A

DATED: 10 OCTOBER 2017

PROXIES

CORPORATE REPRESENTATIVE

ENTITLEMENT TO ATTEND AND VOTE

EXPLANATORY STATEMENT

FINANCIAL STATEMENTS AND REPORTS

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – REX TURKINGTON

3. RESOLUTION 3 – RATIFICATION OF PAST ISSUE OF SHARES

1. Background

2. ASX Listing Rules

3. Effect on capital of the Company

4. Shareholder Approval

5. Board Recommendation

4. RESOLUTION 4 – APPROVAL OF 10% PLACEMENT FACILITY

1. Background

2. Description of Listing Rule 7.1A

(a) Shareholder approval

(b) Equity Securities

(c)

Formula for calculating 10% Placement Facility

(d) Listing Rule 7.1 and Listing Rule 7.1A

(e)

Minimum Issue Price

(f)

10% Placement Period

( 10% Placement Period ).

3. Listing Rule 7.1A

4. Specific information required by Listing Rule 7.3A

prepared on the following assumptions:

5. RESOLUTION 5 – SHARE PLACEMENT FACILITY

1. Background

2. ASX Listing Rules

3. Shareholder Approval

4. Board Recommendation

6. RESOLUTION 6 – APPROVAL OF ISSUE OF SECURITIES UNDER EMPLOYEE SHARE OPTION PLAN AS AN EXCEPTION TO ASX LISTING RULES 7.1 AND 7.1A

1 Background

2 Listing Rules Requirements

3 Information required by Listing Rule 7.2

4 Board recommendation

GLOSSARY

ASX

Board

Chairman

Closely Related Party

means:

Company

Constitution

Contractor

means:

Corporations Act

Director

ANNEXURE A

TERMS AND CONDITIONS OF THE OPTIONS THE SUBJECT OF RESOLUTION 6

ANNEXURE B

Summary of terms and conditions of Employee Share Option Plan

Participants in the ESOP

Terms of Options

Restrictions on Issues and Exercise of Options

Exercise of Options

Participation in Future Issues

KEY PETROLEUM LIMITED AGM Information 2017

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