WINCHESTER ENERGY LTD — Capital/Financing Update 2021

Aug 25, 2021

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Date: 26 August 2021

ASX Code: WEL

Directors

Larry Liu Non-Executive Director

Tony Peng Non-Executive Director

James Allchurch Non-Executive Director

Lloyd Flint Company Secretary

Contact Details Australia

Level 1 10 Outram Street West Perth WA 6005 Australia

PO Box 641 West Perth WA 6872 Australia

Secondary Trading Notice - 708A(5)

On 26 May 2021 Winchester Energy Limited ( Winchester or Company ) announced a share placement to raise up to AUD$5m though the issue of 312,500,000 new shares at AUD$0.016 per share.

The Company completed the issue of Tranche 1 securities being 172,761,222 shares to sophisticated and professional investors at $0.016 cents each, raising $2,764,179 before costs on 3 June 2021. Pursuant to shareholder approval in general meeting on 19 August 2021, the issue of the balance of 139,738,778 new shares, under Tranche 2 of the Placement to raise AUD$2,235,821 before costs has now been completed along with the issue of 37,500,000 fee options to be issued to CPS Capital Group Pty Ltd, the Lead Managers to the placement.

2,821,610 ordinary fully paid shares in lieu of cash were also issued pursuant to shareholder approval to a technical advisor. The issue of Consultancy Securities satisfies the Company’s obligations under the Consultancy Agreement for technical services (geological and geophysical).

The relevant Appendix 2A’s and Appendix 3G are appended accordingly.

Secondary Trading Exemption

Tel: +61 8 9200 3743 Fax: +61 8 9200 3742

USA

4900 Woodway, Ste. 780, Houston, USA TX 77056

The Corporations Act 2001 (" Act ") restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A. By the Company giving this notice, sale of the Securities noted above will fall within the exemption in section 708A(5) of the Act.

The Company hereby notifies ASX under section 708A(5)(e) of the Act that:

Tel: +1 713 333 0610

winchesterenergyltd.com

• (a) the Company issued the Securities without disclosure to investors under Part 6D.2 of the Act;

• (b) as at the date of this notice the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company, and section 674 of the Act; and

• (c) as at the date of this notice there is no information:

• i. that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

• ii. that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

  • a. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

  • b. the rights and liabilities attaching to the Securities.

This announcement has been authorised for release by the Board

Lloyd Flint

Company Secretary

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