WINCHESTER ENERGY LTD — Share Issue/Capital Change 2021

Jun 17, 2021

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Date: 18 June 2021

Issue of Options

ASX Code: WEL

Directors

James Allchurch Non-Executive Director

Larry Liu Non-Executive Director

Tony Peng Non-Executive Director

Lloyd Flint Company Secretary

Contact Details

Australia

Ground Floor 24 Outram Street West Perth WA 6005 Australia

PO Box 641 West Perth WA 6872 Australia

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

USA

Two Riverway 17[th] Floor Suite 1700 Houston Texas USA 77056

Further to the 2021 Annual General Meeting held on 14 May 2021, the Company has issued 2,500,000 options exerciseable at 5.4 cents per share on or before 31 December 2025 to the Chief Operations Officer, Mr Doug Holland.

The terms and conditions are attached.

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

• (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.

Tel: +1 713 333 0610

Authorised for release by the board of directors.

winchesterenergyltd.com

Lloyd Flint

Company Secretary

T: +61 8 9200 3743

E: admin@winchesterenergyltd.com

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TERMS AND CONDITIONS OF COO OPTIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(a) Exercise Price

Subject to paragraph Error! Reference source not found. , the amount payable upon exercise of each Option will be $0.054 ( Exercise Price ).

(b) Expiry Date

Each Option will expire at 5:00 pm (WST) on the 31 December 2025 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(c) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(d) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(e) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(f) Timing of issue of Shares on exercise

Within 5 Business Days after the Exercise Date, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under Error! Reference source not found.Error! Reference source not found. for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business

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Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(g) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(h) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Option-holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(i) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(j) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(k) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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