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STRIKE ENERGY LIMITED Proxy Solicitation & Information Statement 2023

Nov 6, 2023

65876_rns_2023-11-06_f98f0eb2-281c-467f-a199-a5b3af1cca40.pdf

Proxy Solicitation & Information Statement

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7 NOVEMBER 2023

Dispatch of Scheme Booklet

  • Talon Energy Limited is pleased to announce the dispatch of the Scheme Booklet following orders by the Court that Talon convene a Scheme Meeting and the registration of the Scheme Booklet with ASIC

Talon Energy Limited (ASX: TPD) ( Talon or the Company ) refers to its ASX announcements:

  • released on 11 October 2023 in relation to the execution of the amended and restated Scheme Implementation Deed with Strike Energy Limited (ASX: STX) ( Strike ) under which Strike proposed to acquire all the shares in Talon by way of a scheme of arrangement ( Scheme ) for consideration of 0.4828 new Strike shares for every 1 Talon share held by Talon shareholders ( Talon Shareholders ) on the Record Date;[1]

  • released on 3 November 2023 in relation to the orders made by the Federal Court of Australia (sitting in Perth) ( Court ) that Talon convene a meeting of Talon Shareholders to consider and vote on the Scheme ( Scheme Meeting ) and approving the dispatch of an explanatory statement providing information about the Scheme, together with the notice of the Scheme Meeting (together, the Scheme Booklet ), to Talon Shareholders; and

  • released on 3 November 2023 in relation to the registration of the Scheme Booklet with the Australian Securities and Investments Commission ( ASIC ).

Talon is pleased to announce that the Scheme Booklet together with a personalised proxy form ( Proxy Form ) has been dispatched to Talon Shareholders today.

Talon Shareholders who have elected to receive electronic communications will receive an email containing instructions about how to view or download a copy of the Scheme Booklet, as well as instructions on how to lodge their Proxy Form for the Scheme Meeting online.

1 Other than Ineligible Foreign Shareholders (being those Talon Shareholders whose address is shown in the Talon Share Register (as at the Record Date) as being in a place outside of Australia and its external territories, Germany, Hong Kong, New Zealand and the United Kingdom, other than any Talon Shareholder in respect of whom Strike reasonably determines (at its sole and absolute discretion) that it is lawful and not unduly onerous to issue that Talon Shareholder with new Strike shares when the Scheme becomes effective) or Cash Out Shareholders (being those Talon Shareholders (other than Ineligible Foreign Shareholders) who, based on their holding of Talon shares on the Record Date, would, on implementation of the Scheme, be entitled to receive less than a marketable parcel (as that term is defined in the ASX Listing Rules) of new Strike shares (assessed by reference to the last traded price of Strike shares on ASX on the trading day prior to the Record Date), who will receive their respective pro rata proportion of the net sale proceeds of the new Strike shares to which they would otherwise be entitled under the Scheme in accordance with the sale nominee process. Refer to section 5.8 of the Scheme Booklet for more details.

Talon Energy Ltd. ABN 88 153 229 086 1202 Hay Street, West Perth WA 6005 www.talonenergy.com.au ASX: TPD

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7 NOVEMBER 2023

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Talon Shareholders who have elected to receive all communications via post will receive a printed copy of the Scheme Booklet, together with a Proxy Form.

All other Talon Shareholders will receive the attached letter, together with a Proxy Form. The letter contains details on where the Scheme Booklet can be viewed and downloaded, and on the Scheme Meeting.

Talon Shareholders should carefully read the Scheme Booklet in its entirety, including the materials accompanying it, before deciding how to vote at the Scheme Meeting.

The Scheme Booklet, including the Independent Expert’s Report, will also be available for viewing and downloading at Talon’s website www.talonenergy.com.au and on the ASX website www.asx.com.au.

CGT Declaration Form

If Strike determines (acting reasonably) that it is required to pay a CGT withholding amount to the Commissioner of Taxation with respect to the acquisition of the Talon Scheme Shares, it is entitled to do so under the Scheme Implementation Deed.

If you receive a CGT Declaration Form, it means that Strike considers, or reasonably believes, that you are a relevant ‘foreign resident’ for the purposes of the Australian foreign resident capital gains withholding tax regime.

The purpose of the CGT Declaration Form is to provide the opportunity for relevant Talon Scheme Shareholders to provide a declaration and prevent the need for Strike to withhold any Scheme Consideration.

If you receive a CGT Declaration Form, you should ensure that you read it in full and follow the instructions for completing and returning the CGT Declaration Form (which can be found on the CGT Declaration Form).

If you do not receive a CGT Declaration Form, no further action is required to be taken on your part in relation to this form or the declaration.

This announcement has been approved and authorised for release by the Board of Talon Energy Limited.

For further information, please contact:

Talon Energy Limited Colby Hauser Managing Director and CEO +61 8 6319 1900 [email protected]

Talon Energy Limited Shannon Coates Company Secretary +61 8 6319 1900 [email protected]

Talon Energy Ltd. ABN 88 153 229 086 1202 Hay Street, West Perth WA 6005 www.talonenergy.com.au ASX: TPD

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Need assistance?

Phone:

1300 748 960 (within Australia) +61 1300 748 960 (outside Australia)

Online:

www.investorcentre.com/contact

Talon Energy Ltd Scheme Meeting

The Talon Energy Ltd Scheme Meeting will be held on Thursday, 7 December 2023 at 12:00pm (Perth time). You are encouraged to participate in the meeting using the following options:

ACCESSING THE SCHEME BOOKLET AND NOTICE OF SCHEME MEETING

The Scheme Booklet, which includes the Notice of Scheme Meeting, can be accessed online at www.talonenergy.com.au and on Talon Energy Ltd's announcement platform at www.asx.com.au.

We recommend that you read the Scheme Booklet in its entirety before deciding on how to vote at the Scheme Meeting. If you are in any doubt as to how to deal with the Scheme Booklet, or how to cast your vote at the Scheme Meeting, please consult your independent financial, legal, taxation or other professional advisor immediately.

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MAKE YOUR VOTE COUNT

To lodge a proxy, access the Notice of Scheme Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:

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Control Number: 183490

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

For your proxy appointment to be effective it must be received by 12:00pm (Perth time) on Tuesday, 5 December 2023.

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ATTENDING THE MEETING IN PERSON

The meeting will be held at:

The Celtic Club, 48 Ord Street, West Perth, WA 6005

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.