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LAKES OIL NL ACN 004 247 214

Notice of Annual General Meeting Explanatory Statement and Proxy Form

Date of Meeting:

Tuesday, 13 November 2018

Time of Meeting: 10.00am (AEDT)

Place of Meeting: Baker McKenzie Level 19 181 William Street Melbourne Victoria 3000

This Notice of Annual General 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 advisor without delay.

LAKES OIL NL

ACN 004 247 214

Registered office: Level 14, 500 Collins Street, Melbourne VIC 3000

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Members of Lakes Oil NL (Company) will be held at the offices of Baker McKenzie, Level 19, 181 William Street, Melbourne Victoria 3000 at 10.00am (AEDT) on Tuesday, 13 November 2018 (Annual General Meeting or Meeting).

AGENDA

The Explanatory Statement and Proxy Form which accompany and form part of this Notice, include defined terms and describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the Proxy Form in their entirety.

ORDINARY BUSINESS

Receipt and Consideration of Accounts & Reports

To receive and consider the financial report of the Company and the related reports of the Directors (including the Remuneration Report) and auditors for the year ended 30 June 2018.

Note: Except for as set out in Resolution 1, there is no requirement for Shareholders to approve these reports. Accordingly, no Resolution will be put to Shareholders on this item of business.

Resolution 1: Adoption of Remuneration Report

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

“That for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report (included in the Directors' report) for the financial year ended 30 June 2018 be adopted.”

Resolution 2: Re-election of Mr Barney Berold as a Director of the Company

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

"That Mr Barney Berold, who retires by rotation pursuant to the Constitution of the Company, and being eligible, offers himself for re-election, is hereby re-elected as a Director of the Company.”

Resolution 3: Re-election of Mr Nicholas Mather as a Director of the Company

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

"That Mr Nicholas Mather, who retires by rotation pursuant to the Constitution of the Company, and being eligible, offers himself for re-election, is hereby re-elected as a Director of the Company.”

Resolution 4: Election of Mr Richard Ash as a Director of the Company

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

“That Mr Richard Ash, having been appointed as a Director during the year, vacates office in accordance with the Constitution of the Company and, being eligible, offers himself for election as a Director of the Company.”

Resolution 5: Approval of Proposed Issue of Fully Paid Ordinary Shares to Directors

To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

Resolution 5(a)

“That for the purpose of Listing Rule 10.11 and for all other purposes and pursuant to an ASX waiver granted, Shareholder approval is given for the Company to issue Mr Nicholas Mather (or his nominee), a Director of the Company, fully paid ordinary shares in satisfaction of Directors’ fees payable in the event Mr Mather decides to take fully paid ordinary shares in lieu of a physical cash payment for fees and on the basis as set out in the accompanying Explanatory Statement.”

Resolution 5(b)

“That for the purpose of Listing Rule 10.11 and for all other purposes and pursuant to an ASX waiver granted, Shareholder approval is given for the Company to issue Mr Barney Berold (or his nominee), a Director of the Company, fully paid ordinary shares in satisfaction of Directors’ fees payable in the event Mr Berold decides to take fully paid ordinary shares in lieu of a physical cash payment for fees and on the basis as set out in the accompanying Explanatory Statement.”

Resolution 5(c)

“That for the purpose of Listing Rule 10.11 and for all other purposes and pursuant to an ASX waiver granted, Shareholder approval is given for the Company to issue Mr Kyle Wightman (or his nominee), a Director of the Company, fully paid ordinary shares in satisfaction of Directors’ fees payable in the event Mr Wightman decides to take fully paid ordinary shares in lieu of a physical cash payment for fees and on the basis as set out in the accompanying Explanatory Statement.”

Resolution 5(d)

“That for the purpose of Listing Rule 10.11 and for all other purposes and pursuant to an ASX waiver granted, Shareholder approval is given for the Company to issue Mr William Stubbs (or his nominee), a Director of the Company, fully paid ordinary shares in satisfaction of Directors’ fees payable in the event Mr Stubbs decides to take fully paid ordinary shares in lieu of a physical cash payment for fees and on the basis as set out in the accompanying Explanatory Statement.”

Resolution 5(e)

“That for the purpose of Listing Rule 10.11 and for all other purposes and pursuant to an ASX waiver granted, Shareholder approval is given for the Company to issue Mr Christopher Tonkin (or his nominee), a Director of the Company, fully paid ordinary shares in satisfaction of Directors’ fees payable in the event Mr Tonkin decides to take fully paid ordinary shares in lieu of a physical cash payment for fees and on the basis as set out in the accompanying Explanatory Statement.”

Resolution 5(f)

“That for the purpose of Listing Rule 10.11 and for all other purposes and pursuant to an ASX waiver granted, Shareholder approval is given for the Company to issue Professor Ian Plimer (or his nominee), a Director of the Company, fully paid ordinary shares in satisfaction of Directors’ fees payable in the event Professor Plimer decides to take fully paid ordinary shares in lieu of a physical cash payment for fees and on the basis as set out in the accompanying Explanatory Statement.”

Resolution 5(g)

“That for the purpose of Listing Rule 10.11 and for all other purposes and pursuant to an ASX waiver granted, Shareholder approval is given for the Company to issue Mr Richard Ash (or his nominee), a Director of the Company, fully paid ordinary shares in satisfaction of Directors’ fees payable in the event Mr Ash decides to take fully paid ordinary shares in lieu of a physical cash payment for fees and on the basis as set out in the accompanying Explanatory Statement.”

Resolution 6: Approval of Proposed Issue of Options to an entity associated with Mr Richard Ash

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

“That for the purpose of Listing Rule 10.11 and for all other purposes and subject to an ASX waiver being granted to Rawson Oil & Gas Limited, Shareholder approval is given for the Company to issue Sari Holdings Pty Ltd ( Sari ) (an entity associated with Mr Richard Ash, a Director of the Company) or a nominee of Sari, 2,940,000 options on the basis as set out in the accompanying Explanatory Statement.”

SPECIAL BUSINESS

Resolution 7: Approval of 10% Placement Facility

To consider and, if thought fit, 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 in the Explanatory Statement.”

By order of the Board

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Melanie Leydin Company Secretary 9 October 2018

Notes

1. Entire Notice: The details of the Resolutions contained in the Explanatory Statement accompanying this Notice of Meeting should be read together with, and form part of, this Notice of Meeting.

2. Record Date: The Company has determined that for the purposes of the Annual General Meeting, Shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm on the date 48 hours before the date of the Annual General Meeting. Only those persons will be entitled to vote at the Annual General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

3. Proxies

a. Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative.
b. Each shareholder has a right to appoint one or two proxies.
c. A proxy need not be a shareholder of the Company.
d. If a shareholder is a company it must execute under its common seal or otherwise in accordance with its Constitution or the Corporations Act.
e. Where a shareholder is entitled to cast two or more votes, the shareholder may appoint two proxies and may specify the proportion of number of votes each proxy is appointed to exercise.
f. If a shareholder appoints two proxies, and the appointment does not specify the proportion or number of the shareholder’s votes, each proxy may exercise half of the votes. If a shareholder appoints two proxies, neither proxy may vote on a show of hands.
g. A proxy must be signed by the shareholder or his or her attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed in accordance with corporation’s constitution and Corporations Act.
h. To be effective, proxy forms must be received by the Company’s share registry (Computershare Investor Services Pty Limited) no later than 48 hours before the commencement of the Annual General Meeting, this is no later than 10.00am (AEDT) on Sunday, 11 November 2018. Any proxy received after that time will not be valid for the scheduled meeting.

4. Corporate Representative

Any corporate shareholder who has appointed a person to act as its corporate 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 registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

5. Voting Exclusion Statement:

Resolution 1

The Company will disregard any votes cast on this Resolution (in any capacity) by or on behalf of a member of the Key Management Personnel (being those persons described as such in the Remuneration Report) or a closely related party of such a member unless the vote cast as proxy for a person entitled to vote in accordance with a direction on the Proxy Form.

Any undirected proxies held by Directors or other Key Management Personnel or their closely related parties for the purposes of Resolution 1 (excluding the Chairman) will not be voted on Resolution 1. Accordingly, if you intend to appoint a member of Key Management Personnel as your proxy, please ensure that you direct them how to vote. If you intend to appoint the Chairman of the meeting as your proxy, you can direct him to vote by marking the box for Resolution 1. By marking the Chairman’s box on the Proxy Form, you acknowledge that the Chairman of the Meeting will vote in favour of this item of business as your proxy.

Resolution 2, 3 and 4

There are no voting exclusions on Resolutions 2, 3 and 4.

Resolution 5

The Company will disregard any votes cast in favour on Resolution 5 by a Director, or a member of the Key Management Personnel or a Closely Related party of such member (Proxy Voter) where they are acting as proxy in contravention of section 250BD of the Corporations Act.

A vote may be cast by a Proxy Voter where the vote is not cast on behalf of the Proxy Voter and either:

(a) the Proxy Form specifies how that Proxy Voter is to vote; or
(b) that Proxy Voter is the Chair voting an undirected proxy which expressly authorises the Chair to vote the proxy on a resolution connected with the remuneration of a member of the Key Management Personnel.

Resolution 6

The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of:

(a) Sari Holdings Pty Ltd; or
(b) an associate of Sari Holdings Pty Ltd.

However, the Company need not disregard a vote if:

(a) 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
(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

Resolution 7

The Company will disregard any votes cast in favour of Resolution 7 by any person who may participate in the proposed issue or any person who might obtain a material benefit, except a benefit solely in the capacity of a holder of ordinary shares, and any associate of such person.

However, the Company need not disregard a vote on this Resolution if:

(a) 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
(b) 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.

6. Enquiries

Shareholders are invited to contact the Company Secretary, Melanie Leydin on (03) 9692 7222 if they have any queries in respect of the matters set out in these documents.

EXPLANATORY STATEMENT

Receipt and Consideration of Accounts and Reports

A copy of the Annual Report for the financial year ending 30 June 2018 (which incorporates the Company's financial report, reports of the Directors (including the Remuneration Report and the Auditors Report) is not enclosed as there is no longer a requirement for the Company to incur the printing and distribution cost associated with doing so for all Shareholders. You may obtain a copy free of charge in hard copy form by contacting the Company by phone at (03) 9692 7222, and you may request that this occurs on a standing basis for future years. Alternatively, you may access the Annual Report at the Company's website: www.lakesoil.net.au or via the Company's announcement platform on ASX. Except for as set out in Resolution 1, no Resolution is required on these reports.

Resolution 1: Adoption of Remuneration Report

Background

Section 250R(2) of the Corporations Act requires that a resolution to adopt the remuneration report must be put to the vote at the Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company.

The Remuneration Report is set out in the Directors’ Report in the Company’s 2018 Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company.

In accordance with Section 250SA of the Corporations Act 2001, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the remuneration report at the Annual General Meeting.

The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company’s remuneration policies.

Board Recommendation

The Board recommends that all eligible Shareholders vote in favour of this Resolution to adopt the Remuneration Report. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 1.

Resolution 2: Re-election of Mr Barney Berold as a Director of the Company

Background

Pursuant to Clause 20 of the Company’s Constitution at least one Director must retire from office at each Annual General Meeting provided that no Director (except a Managing Director) retains office for more than three (3) years or until the third Annual General Meeting following their appointment, whichever is the longer, without submitting themselves for re-election. Mr Barney Berold being eligible, offers himself for re-election.

Mr Berold is an investment banker and previously held roles at a major European based banking group. He was appointed to the Board in 2007 and has considerable experience in corporate finance, particularly advising on strategy, mergers and acquisitions and funding. Mr Berold is a former stockbroker and served on the boards of The Stock Exchange of Melbourne and the Australian Stock Exchange.

Board Recommendation

The Board (with Mr Berold abstaining), recommends that Shareholders vote in favour of the re-election of Mr Berold. The Chairman of the Meeting intends to vote undirected proxies in favour of Mr Berold’s re-election.

Resolution 3: Re-election of Mr Nicholas Mather as a Director of the Company

Background

Pursuant to Clause 20 of the Company’s Constitution at least one Director must retire from office at each Annual General Meeting provided that no Director (except a Managing Director) retains office for more than three (3) years or until the third Annual General Meeting following their appointment, whichever is the longer, without submitting themselves for re-election. Mr Nicholas Mather being eligible, offers himself for re-election.

Mr Mather has served on the Board since February 2012 and in addition is currently Managing Director and founder of DGR Global Limited (ASX: DGR), Executive Chairman and founder of Armour Energy Ltd (ASX: AJQ) and Director (and co-founder) of SolGold Plc (LSE: SOLG). Mr Mather has been involved in the junior resource sector at all levels for more than 30 years and was co-founder and a Non-Executive Director of Bow Energy Ltd until it was acquired by Arrow Energy NL for $530 million in December 2011. Mr Mather was also co-founder and served as an Executive Director of Arrow Energy NL until 2004.

Board Recommendation

The Board (with Mr Mather abstaining), recommends that Shareholders vote in favour of the re-election of Mr Mather. The Chairman of the Meeting intends to vote undirected proxies in favour of Mr Mather’s re-election.

Resolution 4: Election of Mr Richard Ash as a Director of the Company

Background

Mr Richard Ash was appointed to the Board in August 2018 as a casual vacancy and is eligible for election under the Company’s Constitution.

Mr Ash is a Chartered Accountant and has a Bachelor of Economics degree with more than 25 years of experience in funds management and finance in Australia and Asia. Prior to forming AAP Capital, Mr Ash was a Managing Director, Head of Asset Finance for Developed Asia and a member of the Australian executive team for Nomura Australia. He has also worked at Westpac, Macquarie Bank and KPMG. Mr Ash is also a Non-Executive Director of Rawson Oil and Gas Limited (ASX: RAW).

Board Recommendation

The Board (with Mr Ash abstaining), recommends that Shareholders vote in favour of the election of Mr Ash. The Chairman of the Meeting intends to vote undirected proxies in favour of Mr Ash’s election.

Resolution 5: Approval of Proposed Issue of Fully Paid Ordinary Shares to Directors

Resolution 5(a), 5(b), 5(c), 5(d), 5(e), 5(f) and 5(g)

Resolution 5 of the Notice seeks Shareholder approval for the purpose of Listing Rule 10.11 and all other purposes for the future issue of fully paid ordinary shares to Directors of the Company as consideration for 100% of the Director’s fees payable to them for the period from 1 December 2018 to 30 November 2019. The Directors seek Shareholder approval on this Resolution to take Shares in lieu of the Company making a physical cash payment for 100% of future Directors fees owed. The deemed issue price of the Shares will be determined by reference to the monthly VWAP of fully paid ordinary shares each month, when the fees are due and payable, subject to a floor price of $0.001 (0.1 cents) per Share. The Shares will be issued to Mr Nicholas Mather, Mr Barney Berold, Mr Kyle Wightman, Mr William Stubbs, Mr Christopher Tonkin, Professor Ian Plimer and Mr Richard Ash (or their respective nominees) within 10 business days of the end of each month.

It is the view of Directors that the proposed issue of Shares pursuant to Resolutions 5(a), 5(b), 5(c), 5(d), 5(e), 5(f) and 5(g) falls within the exception under section 211 of the Corporations Act (reasonable remuneration) given the circumstances of the Company and the position held by the Directors. Accordingly, the Directors are not seeking Shareholder approval under section 208 of the Corporations Act, although Shareholder approval must be obtained pursuant to Listing Rule 10.11.

ASX Listing Rule 10.11

Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a related party of the company. Approval pursuant to Listing Rule 7.1 is not required in order to issue the Shares to the Directors as approval is being obtained under Listing Rule 10.11.

Listing Rule 10.13 sets out a number of matters which must be included in a notice of meeting proposing an approval under Listing Rule 10.11. For the purposes of Listing Rule 10.13, the following information is provided in relation to Resolution 5:

(a) the related parties are Mr Nicholas Mather, Mr Barney Berold, Mr Kyle Wightman, Mr William Stubbs, Mr Christopher Tonkin, Professor Ian Plimer and Mr Richard Ash and they are related parties by virtue of being Directors of the Company;

(b) the maximum number of Shares to be issued by the Company will be determined by dividing the monthly directors’ fees payable by the monthly VWAP (subject to a floor price of $0.001) (0.1 cents) per Share) in arrears for each month from 1 December 2018 to 30 November 2019;
(c) the Company has requested an ASX waiver from the requirement that the Shares be issued within one month after the date of the AGM and, should the request be successful, allotment will occur on a monthly basis when the Directors’ fees become payable and within 10 business days of the end of each month;
(d) any fractions of Shares resulting from the calculation will be rounded down to the nearest whole number;
(e) the Shares will be issued as satisfaction for 100% of monthly Directors’ fees of up to $233,333.31 for the period payable to Directors at a deemed issue price calculated as the monthly VWAP in arrears for each month from 1 December 2018 to 30 November 2019 (subject to a floor price of $0.001 (0.1 cents) per Share);
(f) there will not be any funds raised through the issue of securities but the Company will be able to reduce its liabilities by up to $233,333.31 for the period from 1 December 2018 to 30 November 2019; and
(g) A voting exclusion statement is included in the Notice of Meeting of which this Explanatory Statement forms part.

The Company’s Annual Report for any period during which the shares are issued to Mr Nicholas Mather, Mr Barney Berold, Mr Kyle Wightman, Mr William Stubbs, Mr Christopher Tonkin, Professor Ian Plimer and Mr Richard Ash (or their nominees) shall disclose the details of the number of Shares that were issued to them, including the percentage of the Company’s issued capital represented by those Shares.

The relevant interests of the related parties in Shares of the Company and the potential future voting power of each Director based on the future issues of Shares in lieu of Directors fees are set out below:

Related Party	Shares currently held	% Voting power	Maximum No. of Shares to be issued under Resolutions 5(a), 5(b), 5(c), 5(d), 5(e), 5(f) and *5(g) **	% increase in voting power for individual dilution*	% Voting power*
Mr Nicholas Mather	69,907,453	0.23%	33,333,360	0.11%	0.34%
Mr Barney Berold	113,462,615	0.38%	33,333,360	0.11%	0.49%
Mr Kyle Wightman	66,711,637	0.22%	33,333,360	0.11%	0.33%
Mr William Stubbs	56,561,782	0.19%	33,333,360	0.11%	0.30%
Mr Christopher Tonkin	57,186,782	0.19%	33,333,360	0.11%	0.30%
Professor Ian Plimer	59,061,782	0.20%	33,333,360	0.11%	0.31%
Mr Richard Ash	22,350,000	0.07%	33,333,360	0.11%	0.18%
TOTAL	445,242,051	1.48%	233,333,520	0.77%	2.25%

*Note: These figures are based on the maximum number of Shares that will be issued under Resolutions 5(a), 5(b), 5(c), 5(d), 5(e), 5(f) and 5(g) as it has been assumed that the floor issue price of $0.001 (0.1 cents) is the deemed issue price. In certain circumstances whereby, the preceding months VWAP traded on the ASX is materially greater than $0.001 the absolute cumulative number of Shares in aggregate to be issued over the 12 month period from 1 December 2018 to 30 November 2019 and their corresponding voting power may be materially less than that outlined in the table.

Resolution 5(a) – Approval of Proposed Issue of Fully Paid Ordinary Shares to Mr Nicholas Mather

Resolution 5(a) of the Notice seeks Shareholder approval for the purpose of Listing Rule 10.11 and all other purposes for the future issue of fully paid ordinary shares to Mr Nicholas Mather as consideration for 100% of Directors’ fees payable to him for the period from 1 December 2018 to 30 November 2019. The deemed issue price of the Shares will be determined by reference to the monthly VWAP of fully paid ordinary shares each month, when the fees are due and payable, subject to a floor price of $0.001 (0.1 cents) per Share.

Related Party	Shares currently held	% Voting power	Maximum Shares to be issued under Resolution 5(a) approval	Shares held post Resolution 5(a) approval	% Voting power post Resolution 5(a) approval
Mr Nicholas Mather	69,907,453	0.23%	33,333,360	103,240,813	0.34%

Resolution 5(b) – Approval of Proposed Issue of Fully Paid Ordinary Shares to Mr Barney Berold

Resolution 5(b) of the Notice seeks Shareholder approval for the purpose of Listing Rule 10.11 and all other purposes for the future issue of fully paid ordinary shares to Mr Barney Berold as consideration for 100% of Directors’ fees payable to him for the period from 1 December 2018 to 30 November 2019. The deemed issue price of the Shares will be determined by reference to the monthly VWAP of fully paid ordinary shares each month, when the fees are due and payable, subject to a floor price of $0.001 (0.1 cents) per Share.

Related Party	Shares currently held	% Voting power	Maximum Shares to be issued under Resolution 5(b) approval	Shares held post Resolution 5(b) approval	% Voting power post Resolution 5(b) approval
Mr Barney Berold	113,462,615	0.38%	33,333,360	146,795,975	0.49%

Resolution 5(c) – Approval of Proposed Issue of Fully Paid Ordinary Shares to Mr Kyle Wightman

Resolution 5(c) of the Notice seeks Shareholder approval for the purpose of Listing Rule 10.11 and all other purposes for the future issue of fully paid ordinary shares to Mr Kyle Wightman as consideration for 100% of Directors’ fees payable to him for the period from 1 December 2018 to 30 November 2019. The deemed issue price of the Shares will be determined by reference to the monthly VWAP of fully paid ordinary shares each month, when the fees are due and payable, subject to a floor price of $0.001 (0.1 cents) per Share.

Related Party	Shares currently held	% Voting power	Maximum Shares to be issued under Resolution 5(c) approval	Shares held post Resolution 5(c) approval	% Voting power post Resolution 5(c) approval
Mr Kyle Wightman	66,711,637	0.22%	33,333,360	100,044,997	0.33%

Resolution 5(d) – Approval of Proposed Issue of Fully Paid Ordinary Shares to Mr William Stubbs

Resolution 5(d) of the Notice seeks Shareholder approval for the purpose of Listing Rule 10.11 and all other purposes for the future issue of fully paid ordinary shares to Mr William Stubbs as consideration for 100% of Directors’ fees payable to him for the period from 1 December 2018 to 30 November 2019. The deemed issue price of the Shares will be determined by reference to the monthly VWAP of fully paid ordinary shares each month, when the fees are due and payable, subject to a floor price of $0.001 (0.1 cents) per Share.

Related Party	Shares currently held	% Voting power	Maximum Shares to be issued under Resolution 5(d) approval	Shares held post Resolution 5(d) approval	% Voting power post Resolution 5(d) approval
Mr William Stubbs	56,561,782	0.19%	33,333,360	89,895,142	0.30%

Resolution 5(e) – Approval of Proposed Issue of Fully Paid Ordinary Shares to Mr Christopher Tonkin

Resolution 5(e) of the Notice seeks Shareholder approval for the purpose of Listing Rule 10.11 and all other purposes for the future issue of fully paid ordinary shares to Mr Christopher Tonkin as consideration for 100% of Directors’ fees payable to him for the period from 1 December 2018 to 30 November 2019. The deemed issue price of the Shares will be determined by reference to the monthly VWAP of fully paid ordinary shares each month, when the fees are due and payable, subject to a floor price of $0.001 (0.1 cents) per Share.

Related Party	Shares currently held	% Voting power	Maximum Shares to be issued under Resolution 5(e) approval	Shares held post Resolution 5(e) approval	% Voting power post Resolution 5(e) approval
Mr Christopher Tonkin	57,186,782	0.19%	33,333,360	90,520,142	0.30%

Resolution 5(f) – Approval of Proposed Issue of Fully Paid Ordinary Shares to Professor Ian Plimer

Resolution 5(f) of the Notice seeks Shareholder approval for the purpose of Listing Rule 10.11 and all other purposes for the future issue of fully paid ordinary shares to Professor Ian Plimer as consideration for 100% of Directors’ fees payable to him for the period from 1 December 2018 to 30 November 2019. The deemed issue price of the Shares will be determined by reference to the monthly VWAP of fully paid ordinary shares each month, when the fees are due and payable, subject to a floor price of $0.001 (0.1 cents) per Share.

Related Party	Shares currently held	% Voting power	Maximum Shares to be issued under Resolution 5(f) approval	Shares held post Resolution 5(f) approval	% Voting power post Resolution 5(f) approval
Professor Ian Plimer	59,061,782	0.20%	33,333,360	92,395,142	0.31%

Resolution 5(g) – Approval of Proposed Issue of Fully Paid Ordinary Shares to Mr Richard Ash

Resolution 5(g) of the Notice seeks Shareholder approval for the purpose of Listing Rule 10.11 and all other purposes for the future issue of fully paid ordinary shares to Mr Richard Ash as consideration for 100% of Directors’ fees payable to him for the period from 1 December 2018 to 30 November 2019. The deemed issue price of the Shares will be determined by reference to the monthly VWAP of fully paid ordinary shares each month, when the fees are due and payable, subject to a floor price of $0.001 (0.1 cents) per Share.

Related Party	Shares currently held	% Voting power	Maximum Shares to be issued under Resolution 5(g) approval	Shares held post Resolution 5(g) approval	% Voting power post Resolution 5(g) approval*
Mr Richard Ash	22,350,000	0.07%	33,333,360	55,683,360	0.18%

*Assuming that no options the subject of Resolution 6 are subsequently exercised.

Board Recommendation

The Board believes that Resolution 5 is in the best interests of the Company and unanimously recommends that Shareholders vote in favour of this Resolution. The Chairman of the Meeting intends to vote undirected proxies in favour this Resolution.

Resolution 6: Approval of Proposed Issue of Options to an entity associated with Mr Richard Ash

Subject to the approval of Shareholders and an ASX waiver being granted to Rawson Oil & Gas Limited ( Rawson ) for the purposes of Listing Rule 6.23.2, the Company proposes to issue 2,940,000 options to Sari Holdings Pty Ltd ( Sari ) (an entity associated with Mr Richard Ash, a Director of the Company) or Sari’s nominee. The options are proposed to be issued pursuant to an option cancellation deed between Sari, Rawson and the Company ( Option Cancellation Deed ) in conjunction with the Company’s off-market takeover bid for all of the shares in Rawson (pursuant to the Company’s bidder’s statement dated 8 August 2018, as supplemented ( Bidder’s Statement )).

Sari is the holder of 2,500,000 options in Rawson (expiring 1 December 2018 and exercisable at $0.045 each) and 1,000,000 options in Rawson (expiring 1 December 2019 and exercisable at $0.10 each) (the Rawson Options ). In accordance with section 9.14 of the Company’s Bidder’s Statement and the Option Cancellation Deed, this entitles Sari (or Sari’s nominee) to 2,940,000 options in Lakes Oil (expiring 8 January 2021 and exercisable at $0.005 each) (the Lakes Oil Options ).

The terms of the Option Cancellation Deed provides for:

(a) the cancellation of the Rawson Options; and
(b) in consideration for such cancellation, the issue of the Lakes Oil Options,

subject to the approval of the Company’s Shareholders and an ASX waiver being granted to Rawson ( Conditions ). Completion of the Option Cancellation Deed is scheduled for two business days after satisfaction of these Conditions ( Completion Date ).

Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a related party. Furthermore, shareholder approval of the issue of securities under Listing Rule 10.11, means the issue of securities will not reduce the Company’s 15% placement capacity under Listing Rule 7.1.

The Directors consider that the issue and allotment of securities to Sari or Sari’s nominee (being a related party of the Company for the reasons set out below), will be on arms’ length terms as the allotment and issue of the Lakes Oil Options to Sari or Sari’s nominee will be made on the same terms that were made to all other Rawson optionholders who have agreed to exchange their options in Rawson for options in Lakes Oil ancillary to the Company’s off-market takeover bid for Rawson and as is further described in the Bidder’s Statement. Accordingly, the Board believes that the proposed issue and allotment of securities falls within the ‘arms’ length terms’ exemption provided by section 210 of the Corporations Act to the requirement to obtain shareholder approval under Chapter 2E of the Corporations Act for the issue of a financial benefit to a related party of the Company.

ASX Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the proposed issue of securities that are the subject of Resolution 6:

(a) the proposed recipient is Sari Holdings Pty Ltd ( Sari ) (an entity associated with Mr Richard Ash, a Director of the Company) or Sari’s nominee;
(b)
the maximum number of options to be issued is 2,940,000;
(c) the Lakes Oil Options will be issued on the Completion Date and in any event no later than 1 month after the date of the Meeting (or such later date as permitted by an ASX waiver or modification of the Listing Rules);
(d) Sari Holdings Pty Ltd is an entity controlled by Mrs Sarah Ash, the wife of Mr Richard Ash (a Director of the Company);
(e) the options are issued for nil consideration, the exercise price of each option is $0.005 and the options will expire on 8 January 2021;
(f)
a voting exclusion statement is contained within the Notes to this Notice of Meeting; and
(g) the funds raised from the exercise of the Lakes Oil Options will be used for general working capital purposes.

Board Recommendation

The Board (with Mr Ash abstaining) recommends that Shareholders vote in favour of this Resolution. The Chairman of the Meeting intends to vote undirected proxies in favour of this Resolution.

Resolution 7: Approval of 10% Placement Facility

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.

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.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (see below).

The Company continues actively seeking to increase work on its current exploration assets and reviewing new potential projects and investments. Should the Company utilise the 10% Placement Facility, it intends to use the funds to acquire new resource assets or investments, to conduct further work on its current projects or to meet additional working capital requirements.

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. This means it requires approval of 75% of the votes cast by shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate shareholder, by a corporate representative).

(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, Fully Paid Ordinary Shares, Options and Performance Rights.

(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an Annual General Meeting may issue or agree to issue, during the 12 month period after the date of the Annual General Meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D)–E

A is the number of shares on issue 12 months before the date of issue or agreement:
(A) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;
(B) plus the number of partly paid shares that became fully paid in the 12 months;
(C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;
(D) less the number of fully paid shares cancelled in the 12 months.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%
E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

(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.

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 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 ).

Listing Rule 7.1A

The effect of Resolution 7 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.

Resolution 7 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

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 of not less than 75% of the VWAP for the Company's Equity Securities over the 15 trading days 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.
(b) If Resolution 7 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. Shareholders may be exposed to economic risk and voting dilution, including the following:
(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 Annual General 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,

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

The below table shows the dilution of existing Shareholders on the basis of the market price of Shares as at 8 October 2018 (Current Share Price) and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and
two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable 'A' in Listing Rule 7.1A.2		Issue Price	Issue Price	Issue Price
		$0.0010 50% decrease in Current Share Price	$0.002 Current Share Price	$0.004 100% increase in Current Share Price
Current Variable A 30,295,475,141 Shares	10% Voting Dilution	3,029,547,514 Shares	3029,547,514 Shares	3,029,547,514 Shares
	Funds raised	$3,029,548	$6,059,095	$12,118,190
50% increase in current Variable A 45,443,212,712 Shares	10% Voting Dilution	4,544,321,271 Shares	4,544,321,271 Shares	4,544,321,271 Shares
	Funds raised	$4,544,321	$9,088,643	$18,177,285
100% increase in current Variable A 60,590,950,282Shares	10% Voting Dilution	6,059,095,028 Shares	6,059,095,028 Shares	6,059,095,028 Shares
	Funds raised	$6,059,095	$12,118,190	$24,236,380

The table has been prepared on the following assumptions:

The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
No Options or Performance Rights (including any Options or Performance Rights issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities;
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%.
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 Annual General Meeting.
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.
The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Options or Performance Rights, it is assumed that those Options or Performance Rights are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
The Current Share Price is $0.002 (0.2 cent), being the closing price of the Shares on ASX on 8 October 2018 .
(c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 7 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).
(d) The Company may seek to issue the Equity Securities for the following purposes:
- (i) non-cash consideration for the acquisition of the new 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 expense associated with such acquisition) and continued exploration expenditure on the Company’s current business and/or general working capital.
(e) The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

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 businesses, assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new businesses, assets or investments.

(f) A voting exclusion statement is included in the Notice. At the date of this 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. No existing Shareholder’s votes will therefore be excluded under the voting exclusion in this Notice.

Information under Listing Rule 7.3A.6(a):

The table below shows the total number of Equity Securities issued in the past 12 months and the percentages those issues represent of the total number of equity securities on issue at the commencement of the 12 month period.

Equity securities on issue at commencement of the 12 month period	24,653,098,102
Equity securities issued in the prior 12 month period*	5,642,377,039
Percentage previous issues represent of total number of equity securities on issue at commencement of 12 month period	22.89%

* For full details of the issues of Equity Securities made by the Company in the previous 12 months, see Annexure A. Included in this Annexure is a summary of the amount of funds raised as a result of the capital raisings during the previous 12 month period. Up to the date of this notice, the Company has spent approximately $3,220,375 of the amount raised, with approximately $750,000 remaining. The remaining funds will be spent on exploration activities and for working capital purposes.

Board Recommendation

The Board believes that Resolution 7 is in the best interests of the Company and unanimously recommends that Shareholders vote in favour of this Resolution. The Chairman of the Meeting intends to vote undirected proxies in favour of this Resolution.

GLOSSARY

The following terms have the following meanings in this Explanatory Statement:

“ $ ” means Australian Dollars;

“ 10% Placement Facility ” has the meaning as defined in the Explanatory Statement for Resolution 7;

“ 10% Placement Period Facility ” has the meaning as defined in the Explanatory Statement for Resolution 7;

“ Annual Report ” means the Directors’ Report, the Financial Report, and Auditor’s Report, in respect to the year ended 30 June 2018;

“ ASX ” means ASX Limited ABN 98 008 624 691 or the Australian Securities Exchange, as the context requires;

“ Auditor’s Report ” means the auditor’s report on the Financial Report;

“ AEDT ” means Australian Eastern Daylight Time.

“ Board ” means the Directors acting as the board of Directors of the Company or a committee appointed by such board of Directors;

“ Chairman ” means the person appointed to chair the Meeting of the Company convened by the Notice;

“ Closely Related Party ” means:

(a) a spouse or child of the member; or
(b) has the meaning given in section 9 of the Corporations Act.

“ Company ” means Lakes Oil NL ACN 004 247 214;

“ Constitution ” means the constitution of the Company as at the date of the Meeting;

“ Convertible Security ” means a security of the Company which is convertible into shares;

“ Corporations Act ” means the Corporations Act 2001 (Cth);

“ Director ” means a Director of the Company;

“ Directors Report ” means the annual directors’ report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities;

“ Equity Security ” has the same meaning as in the Listing Rules;

“ Explanatory Statement ” means the explanatory statement which forms part of the Notice;

“ Financial Report ” means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities;

“ Key Management Personnel ” means 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;

“ Listing Rules ” means the Listing Rules of the ASX;

“ Meeting ” has the meaning given in the introductory paragraph of the Notice;

“ Notice ” means the Notice of Meeting accompanying this Explanatory Statement;

“ Option ” means a right to acquire a Share;

“ Performance Right ” means a right to acquire a Share;

“ Proxy Form ” means the proxy form attached to the Notice;

“ Remuneration Report ” means the remuneration report which forms part of the Directors’ Report of Lakes Oil NL for the financial year ended 30 June 2018 and which is set out in the 2018 Annual Report.

“ Resolution ” means a resolution referred to in the Notice;

“ Share ” means a fully paid ordinary share in the capital of the Company;

“ Shareholder ” means shareholder of the Company;

“ Trading Day ” means a day determined by ASX to be a trading day in accordance with the Listing Rules; and

“ VWAP ” means volume weighted average price.

ANNEXURE A

CASH ISSUES

CASH ISSUES
Date	Number of Securities	Security Type	Terms	Description	Party or Basis	Price	Discount	Total Consideration	Use of Consideration
13 October 2017	145,454,545	FPO	FPO	Placement	Professional and sophisticated investors	$0.0011	33.33%	$160,000	Fund exploration costs, litigation proceedings against the Victorian Government and on-going working capital expenses.
17 October 2017	696,666,668	FPO	FPO	Placement	Professional and sophisticated investors	$0.0015	25%	$1,045,000	Fund exploration costs, litigation proceedings against the Victorian Government and on-going working capital expenses.
18 October 2017	479,333,334	FPO	FPO	Placement	Professional and sophisticated investors	$0.0015	25%	$719,000	Fund exploration costs, litigation proceedings against the Victorian Government and on-going working capital expenses.
15 December 2017	1,363,250,000	FPO	FPO	Share Purchase Plan	Existing Shareholders	$0.002	N/A	$2,044,875	Fund exploration costs, litigation proceedings against the Victorian Government and on-going working capital expenses.
12 February 2018	1,000,000	FPO	FPO	Small Scale Offering	Existing shareholders	$0.0015	N/A	$1,500	Fund exploration costs, litigation proceedings against the Victorian Government and on-going working capital expenses.
Total								$3,970,375

NON-CASH ISSUES

NON-CASH ISSUES
13 October 2017	5,998,340	FPO	FPO	Note 1	Directors	N/A	N/A	N/A	N/A
13 November 2017	2,999,170	FPO	FPO	Note 2	Directors	N/A	N/A	N/A	N/A
7 December 2017	57,982,398	FPO	FPO	Note 3	LKOGB Converting Noteholders	N/A	N/A	N/A	N/A
13December 2017	181,114,800	FPO	FPO	Note 4	Directors	N/A	N/A	N/A	N/A
12 January 2018	6,223,340	FPO	FPO	Note 5	Directors	N/A	N/A	N/A	N/A
12 February 2018	12,446,680	FPO	FPO	Note 6	Directors	N/A	N/A	N/A	N/A
14 March 2018	12,446,680	FPO	FPO	Note 7	Directors	N/A	N/A	N/A	N/A
9 April 2018	6,223,340	FPO	FPO	Note 8	Directors	N/A	N/A	N/A	N/A
14 May 2018	4,148,892	FPO	FPO	Note 9	Directors	N/A	N/A	N/A	N/A
7 June 2018	1,143,784,165	FPO	FPO	Note 10	LKOGB Converting Noteholders	N/A	N/A	N/A	N/A
12 June 2018	4,148,892	FPO	FPO	Note 11	Directors	N/A	N/A	N/A	N/A
14 September 2018	1,365,579,780	FPO	FPO	Note 12	Rawson Shareholders	N/A	N/A	N/A	N/A
9 October 2018	153,576,015	FPO	FPO	Note 12	Rawson Shareholders	N/A	N/A	N/A	N/A

Glossary FPO Fully Paid Ordinary Shares

Notes

Shares issued to Directors pursuant to Resolutions 6(a) – 6(f) of the Company’s Notice of Annual General Meeting held on 16 January 2017 and as approved by Note 1 Shareholders. Shares issued to Directors in lieu of directors’ fees for September 2017. Shares issued to Directors pursuant to Resolutions 6(a) – 6(f) of the Company’s Notice of Annual General Meeting held on 16 January 2017 and as approved by Note 2 Shareholders. Shares issued to Directors in lieu of directors’ fees for October 2017. Shares issued on conversion of LKOGB Listed Unsecured Converting Notes in accordance with the conditions of issued outlined in the LKOGB Prospectus dated 30 June Note 3 2016.

Shares issued to Directors pursuant to Resolutions 3(a) – 3(f) of the Company’s Notice of Annual General Meeting held on 13 November 2017 and as approved by Note 4 Shareholders. Shares issued to Directors in lieu of directors’ fees for the period January 2016 to November 2017. Note 5 Shares issued to Directors pursuant to Resolutions 4(a) – 4(f) of the Company’s Notice of Annual General Meeting held on 13 November 2017 and as approved by Shareholders. Shares issued to Directors in lieu of directors’ fees for December 2017.

Shares issued to Directors pursuant to Resolutions 4(a) – 4(f) of the Company’s Notice of Annual General Meeting held on 13 November 2017 and as approved by
Note 6 Shareholders. Shares issued to Directors in lieu of directors’ fees for January 2018.

Shares issued to Directors pursuant to Resolutions 4(a) – 4(f) of the Company’s Notice of Annual General Meeting held on 13 November 2017 and as approved by Note 7 Shareholders. Shares issued to Directors in lieu of directors’ fees for February 2018. Shares issued to Directors pursuant to Resolutions 4(a) – 4(f) of the Company’s Notice of Annual General Meeting held on 13 November 2017 and as approved by Note 8 Shareholders. Shares issued to Directors in lieu of directors’ fees for March 2018.

Shares issued to Directors pursuant to Resolutions 4(a) – 4(f) of the Company’s Notice of Annual General Meeting held on 13 November 2017 and as approved by
Note 9 Shareholders. Shares issued to Directors in lieu of directors’ fees for April 2018. Shares issued on conversion of LKOGB Listed Unsecured Converting Notes in accordance with the conditions of issued outlined in the LKOGB Prospectus dated 30 June
Note 10 2016.
Shares issued to Directors pursuant to Resolutions 4(a) – 4(f) of the Company’s Notice of Annual General Meeting held on 13 November 2017 and as approved by
Note 11 Shareholders. Shares issued to Directors in lieu of directors’ fees for May 2018. Shares issued as consideration for the transfer of fully paid ordinary shares in Rawson Oil and Gas Limited (ASX: RAW) to Lakes Oil NL (ASX: LKO) under its off-market takeover bid for all of the ordinary shares in RAW on the terms set out in its Bidder’s Statement on 8 August 2018. Under the Offer, 15 fully paid ordinary shares in LKO
Note 12 were issued for every 1 fully paid ordinary share in RAW transferred to LKO.

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LAKES OIL N.L. (ABN 62 004 247 214)

Lodge your vote:

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
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Online:

www.investorvote.com.au



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

LKO

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

XX

Vote and view the annual report online



Go to www.investorvote.com.au or scan the QR Code with your mobile device.
• Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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 For your vote to be effective it must be received by 10.00am (AEDT) on Sunday, 11 November 2018

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

Samples/000001/000001/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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Change of address. If incorrect, mark this box and make the correction in the space to the left.  Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise I 9999999999 I ND your broker of any changes.

I ND

Proxy Form

Appoint a Proxy to Vote on Your Behalf

Please mark to indicate your directions

XX

I/We being a member/s of Lakes Oil NL hereby appoint

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the Chairman of the Meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Lakes Oil NL to be held at the offices of Baker McKenzie, Level 19, 181 William Street, Melbourne Victoria 3000 at 10.00am (AEDT) on Tuesday, 13 November 2018 and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1, 5a, 5b, 5c, 5d, 5e, 5f, 5g and 6 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 5a, 5b, 5c, 5d, 5e, 5f, 5g and 6 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1, 5a, 5b, 5c, 5d, 5e, 5f, 5g and 6 by marking the appropriate box in step 2 below.

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Items of Business 
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PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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