TALIUS GROUP LIMITED — Capital/Financing Update 2015

May 24, 2015

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Antilles Oil and Gas NL

ABN

62 111 823 762

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if+convertible securities, the conversion price and dates for conversion)	a. Fully Paid Ordinary Shares – Rights Issue b. New Options to acquire fully paid ordinary share exercisable at $0.10 on or before 31 January 2017 (New Options)attaching to Rights Issue.
	a. Up to 44,086,216 shares; and b. Up to 44,086,216 New Options a. & b. pursuant to the Rights Issue (as described in the prospectus dated 25 May 2015 (Prospectus) and based on the number of shares (including partly paid shares) on issue at the date of this Appendix 3B
	a. Fully paid ordinary shares, as more fully described in section 6.1 of the Prospectus b. New Options with an exercise price of $0.10 and exercisable on or before 31 January 2017, as more fully described in section 6.2 of the Prospectus. Shares issued upon exercise of New Options will rank equally with existing Share from the date of issue.

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally in a. Yes. Shares will rank equally in all respects all respects from the[+] issue date with existing Shares from the date of issue. with an existing[+] class of quoted b. There is no existing class of New Options. +securities? The New Options do not carry entitlement to dividends or voting rights. Shares issued If the additional[+] securities do not upon exercise of the New Options will rank rank equally, please state:  the date from which they do equally with existing Shares from the date  the extent to which they of issue. participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration a. Issue price of $0.085 per share b. New Options – nil 6 Purpose of the issue The funds raised are intended to be used: (If issued as consideration for the  Drilling a well in Block 105 acquisition of assets, clearly  Completion of seismic reprocessing identify those assets)  Expenses of the offer  Additional working capital 6a Is the entity an[+] eligible entity that Yes has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder 30/05/2014 resolution under rule 7.1A was passed 6c Number of +securities issued Nil without security holder approval under rule 7.1 6d Number of[+] securities issued with Nil security holder approval under rule 7.1A 6e Number of[+] securities issued with Nil security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

6f Number of +securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)	88,172,432 issued under exception rule 7.2	88,172,432 issued under exception rule 7.2
	N/A
	N/A
	Under 7.1 – 10,204,854 Under 7.1A – 7,253,903
	a. 23 June 2015 b. 23 June 2015
	Number	+Class
	72,877,027 (subject to the number of acceptances of offers made under the Prospectus.) 44,086,216 (subject to the number of acceptances of offers made under the Prospectus)	Fully Paid Ordinary Shares New Options exercisable at $0.10 expiring 31 January 2017.

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)	Number	+Class
	9,000,000 3,000,000 9 10,300,000 2,300,000	$0.01 partly paid ordinary shares payable to $0.20 on or before 10 September 2019 $0.01 partly paid ordinary shares payable to $0.20 on or before 10 November 2019 Convertible Preference Shares Class A Performance Rights Class B Performance Rights

10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval No required? 12 Is the issue renounceable or nonRenounceable renounceable? 13 Ratio in which the[+] securities will 3 Shares for every 2 Shares held together with be offered 1 attached New Option for every 1 share subscribed for and issued as held on the record date. 14 +Class of +securities to which the Fully Paid Ordinary Shares and New Options offer relates 15 +Record date to determine 1 June 2015 entitlements 16 Will holdings on different registers No. (or subregisters) be aggregated for calculating entitlements?

17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if	Fractional entitlements to Shares and New Options will be rounded up to the nearest whole number of Shares and New Options, respectively.
	All countries in which the entity has security holders except Australia, New Zealand and the United Kingdom.
	16 June 2015
	CPS Capital Group Pty Ltd
	6.00% (excluding GST) of the underwritten amount
	N/A
	N/A
	N/A
	N/A
	4 June 2015
	N/A – no options currently on issue
	28 May 2015
	9June 2015

• See chapter 19 for defined terms.

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applicable)

30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	Eligible shareholders who wish to sell their entitlements in full on ASX must instruct their broker and provide details as requested from their Entitlement and Acceptance Form.
	Eligible shareholders who wish to sell part of their entitlements on ASX and accept the balance must:  in respect of the part of their entitlements to be sold on ASX, instruct their broker and provide details as requested from their Entitlement and Acceptance Form: and  in respect of the part of their entitlements to be accepted, complete and return their Entitlement and Acceptance Form with the requisite Application Monies or pay the requisite Application Monies by BPAY ® by following the instructions set out on their Entitlement and Acceptance Form.
	Eligible shareholders who wish to transfer all or part of their entitlements other than on ASX must send a completed Renunciation and Transfer Form (obtainable from the Share Registry) and the applicable transferee's cheque for the Securities they wish to subscribe for payable to “Antilles Oil and Gas NL” and crossed “Not Negotiable” and lodged and received at any timeafter the issue of this Prospectus and on or before the Closing Date at the address specified on the renunciation and transfer form.
	23 June 2015

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of[+] securities ( tick one )

(a) +Securities described in Part 1 a) and b) (b)[All other ][+][securities ]

• Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of+securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 40 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another+security, clearly identify that other+security)
	Number	+Class

• See chapter 19 for defined terms.

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• 42 Number and[+] class of all[+] securities quoted on ASX ( including the +securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

  • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: …………………………………................. (Company secretary) Print name: Ranko Matic

Date: 25/05/2015

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary 1,342,333,028
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following: (1,319,960,515) 19/06/2014
Consol of capital 60:1
• Number of fully paid [+] ordinary securities
1,006,624,829 10/07/2014
issued in that 12 month period under an
exception in rule 7.2
(1,016,134,531) 20/08/2014
Consol of capital 80:1
• Number of fully paid [+] ordinary securities
issued in that 12 month period with 15,590,000 19/7/14 Prospectus
shareholder approval
Up to 44,086,216 25/5/15 Rights Issue
(to be confirmed Prospectus
• Number of partly paid [+] ordinary
Upon shares issued
securities that became fully paid in that
under rights issue)
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid [+] ordinary Nil
securities cancelled during that 12 month
period
“A” 72,539,027 (to be exactly determined upon
shares issued under Rights
Issue)
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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	10,880,854 (to be exactly determined upon shares issued under Rights Issue)
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	88,000 (11/11/14) 250,000 (20/4/2015)
“C”	338,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	10,542,854 (to be exactly determined upon shares issued under Rights Issue)
Subtract“C” Note: number must be same as shown in Step 3	338,000
Total[“A” x 0.15] – “C”	10,204,854 (to be exactly determined upon shares issued under Rights Issue) [Note: this is the remaining placement capacity under rule 7.1]

Part 2

Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	72,539,027 (to be exactly determined upon shares issued under Rights Issue)
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	7,253,903 (to be exactly determined upon shares issued under Rights Issue)
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	Nil
“E”	Nil

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	7,253,903 (to be exactly determined upon shares issued under Rights Issue)
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	7,253,903 (to be exactly determined upon shares issued under Rights Issue) Note: this is the remaining placement capacity under rule 7.1A