Armour Energy : 18 August 2020 - Notice of Extraordinary General Meeting

August 18, 2020 at 05:16 am

Notice of Extraordinary General Meeting and Explanatory Memorandum

Armour Energy Limited

Date of Meeting:	18 September 2020
Time of Meeting:	11:00am (Brisbane time)
Place of Meeting:	Level 7, Waterfront Place, 1 Eagle Street, Brisbane QLD 4000

Notice is hereby given that an Extraordinary General Meeting of shareholders of Armour Energy Limited ABN 60 141 198 414 (the Company or Armour) will be held at the offices of HopgoodGanim on Level 7, Waterfront Place, 1 Eagle Street, Brisbane QLD 4000 on 18 September 2020, at 11:00 am (Brisbane time).

Agenda

ORDINARY BUSINESS

Resolution 1. Ratification of the issue of 1,164,384 Shares to Roger Cressey

To consider and if thought fit, pass the following Ordinary Resolution with or without amendment:

"That in accordance with the provisions of Listing Rule 7.4 and for all other purposes, shareholders ratify the previous issue by the Company on 5 November 2019 of a total of 1,164,384 fully paid ordinary shares under Listing Rule 7.1A at an issue price of $0.058 per share to Roger Cressey, the retiring Chief Executive Officer, and otherwise on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting."

See the Explanatory Memorandum accompanying this Notice for further information about this Resolution.

A Voting Exclusion Statement for Resolutions 1 and 2 is set out below.

Resolution 2. Ratification of the issue of 112,276,071 Placement Shares

To consider and if thought fit, pass the following Ordinary Resolution with or without modification:

"That in accordance with the provisions of Listing Rule 7.4 and for all other purposes, shareholders ratify the previous issue by the Company in June 2020 of a total of 112,276,071 fully paid ordinary shares under either Listing Rules 7.1 or 7.1A at an issue price of $0.023 per share, to those recipients set out in and otherwise on the terms set out in the Explanatory Memorandum accompanying this Notice of Meeting."

See Explanatory Memorandum for further information about this Resolution.

A Voting Exclusion Statement for Resolutions 1 and 2 is set out below.

Resolution 3. Approval to issue up to 56,138,050 Placement Options

To consider and if thought fit, pass the following Ordinary Resolution with or without amendment:

"That for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 56,138,050 options exercisable at $0.05 before 29 February 2024, to those recipients set out in and otherwise on the terms and conditions set out in the Explanatory Memorandum."

See the Explanatory Memorandum accompanying this Notice for further information about this Resolution.

A Voting Exclusion Statement for Resolutions 3 to 9 is set out below.

Resolution 4. Approval to issue up to 58,000,000 Conditional Placement Shares and up to 29,000,000 Conditional Placement Options

To consider and if thought fit, pass the following Ordinary Resolution with or without amendment:

"That for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue:

up to 58,000,000 fully paid ordinary shares at an issue price of $0.023 per share; and
up to 29,000,000 options exercisable at $0.05 before 29 February 2024,

to those recipients set out in and in those proportions set out in, and otherwise on the terms and conditions set out in the Explanatory Memorandum."

See the Explanatory Memorandum accompanying this Notice for further information about this Resolution.

A Voting Exclusion Statement for Resolutions 3 to 9 is set out below.

Resolution 5. Approval to issue up to 27,800,000 Fee Options to Bizzell Capital Partners Pty Ltd

To consider and if thought fit, pass the following Ordinary Resolution with or without amendment:

"That for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 27,800,000 options to Bizzell Capital Partners Pty Ltd (a company controlled by Stephen Bizzell, a Non‐Executive Director of the Company) or one or more of its nominees, those options being exercisable at $0.05 before 29 February 2024, and otherwise on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting."

See the Explanatory Memorandum accompanying this Notice for further information about this Resolution.

A Voting Exclusion Statement for Resolutions 3 to 9 is set out below.

Resolution 6. Approval to issue up to 47,826,087 Conditional Placement Shares, up to 23,913,043 Conditional Placement Options, and up to 7,849,991 Fee Options to DGR Global Limited

To consider and if thought fit, pass the following Ordinary Resolution with or without amendment:

"That for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue:

up to 47,826,087 fully paid ordinary shares at an issue price of $0.023 per share;
up to 23,913,043 options exercisable at $0.05 before 29 February 2024; and
up to 7,849,991 Fee Options,

to DGR Global Ltd (or its nominee), and otherwise on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting."

See the Explanatory Memorandum accompanying this Notice for further information about this Resolution.

A Voting Exclusion Statement for Resolutions 3 to 9 is set out below.

Resolution 7. Approval to issue up to 5,605,904 Fee Options to Samuel Holdings Pty Ltd

To consider and if thought fit, pass the following Ordinary Resolution with or without amendment:

"That for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 5,605,904 Fee Options to Samuel Holdings Pty Ltd (as trustee for the Samuel Discretionary Trust) (an entity controlled by Nicholas Mather, Executive Chairman of the Company), those options being exercisable at $0.05 before 29 February 2024, and otherwise on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting."

See the Explanatory Memorandum accompanying this Notice for further information about this Resolution.

A Voting Exclusion Statement for Resolutions 3 to 9 is set out below.

Resolution 8. Approval to issue up to 34,500,000 Consideration Shares to Oilex Ltd

To consider and if thought fit, pass the following Ordinary Resolution with or without amendment:

"That for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 34,500,000 fully paid ordinary shares to Oilex Ltd (or its nominee), and otherwise on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting."

See the Explanatory Memorandum accompanying this Notice for further information about this Resolution.

A Voting Exclusion Statement for Resolutions 3 to 9 is set out below.

Resolution 9. Approval to issue 10,000,000 Options to JB Advisory Partners Pty Ltd

To consider and if thought fit, pass the following Ordinary Resolution with or without amendment:

"That for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 10,000,000 options to JB Advisory Partners Pty Ltd exercisable at $0.05 before 29 February 2024, and otherwise on the terms and conditions set out in the Explanatory Memorandum."

See the Explanatory Memorandum accompanying this Notice for further information about this Resolution.

A Voting Exclusion Statement for Resolutions 3 to 9 is set out below.

VOTING EXCLUSION STATEMENT

Resolutions 1 and 2

In accordance with Listing Rule 14.11 the Company will disregard any votes cast in favour of Resolutions 1 and 2 by:

a person who participated in the issue being approved by the relevant Resolution (being Resolutions 1 or 2 as the case may be); and
any associate of those recipients.

However, this does not apply to a vote cast in favour of the relevant Resolution by:

a person as proxy or attorney for a person who is entitled to vote on the relevant Resolution, in accordance with directions given to the proxy or attorney to vote on the relevant Resolution in that way; or
the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the relevant Resolution, in accordance with a direction given to the chair to vote on the relevant Resolution as the chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
- the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of the person excluded from voting, on the relevant Resolution; and
- the holder votes on the relevant Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolutions 3, 4, 5, 6, 7, 8 and 9

In accordance with Listing Rule 14.11 the Company will disregard any votes cast in favour of Resolutions 3, 4, 5, 6,7, 8 and 9 by:

a person who is to receive or is expected to receive the securities the subject of the relevant Resolution, and any other person who will receive a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company); and
any associate of those recipients.

However, this does not apply to a vote cast in favour of the relevant Resolution by:

a person as proxy or attorney for a person who is entitled to vote on the relevant Resolution, in accordance with directions given to the proxy or attorney to vote on the relevant Resolution in that way; or
the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the relevant Resolution, in accordance with a direction given to the chair to vote on the relevant Resolution as the chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
- the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of the person excluded from voting, on the relevant Resolution; and
- the holder votes on the relevant Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

GENERAL BUSINESS

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

By Order of the Board

Karl Schlobohm

Company Secretary

17 August 2020

Explanatory Memorandum

This Explanatory Memorandum is provided to Shareholders of Armour Energy Limited ABN 60 141 198 414 (the Company or Armour) to explain the Resolutions to be put to Shareholders at an Extraordinary General Meeting to be held at the offices of HopgoodGanim on Level 7, Waterfront Place, 1 Eagle Street, Brisbane QLD 4000 on 18 September 2020 at 11:00 am (Brisbane time).

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions to be put to the Meeting as contained in the Notice of Meeting. The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

Terms used in this Explanatory Memorandum are defined in the "Interpretation" section of the Explanatory Memorandum.

ORDINARY BUSINESS

Resolution 1. Ratification of the issue of 1,164,384 Shares to Roger Cressey

1. Background

On 23 October 2019 the Company agreed with Roger Cressey, its retiring Chief Executive Officer, to accept 1,164,384 Shares in part, in lieu of Mr Cressey working out a four months' notice period under his contract of service with the Company, and in part, by way of a discretionary bonus for past services (the Cressey Compensation Shares).

Accordingly, on 5 November 2019, the Company issued the Cressey Compensation Shares to Roger Cressey in reliance on Listing Rule 7.1A.

2. Listing Rules 7.1, 7.1 A and 7.4

In broad terms Listing Rule 7.1 (subject to certain exceptions), limits the number of equity securities that a listed company can issue in any 12 month without the approval of its shareholders, to a number equal to 15% of the fully paid ordinary securities that it had on issue at the start of that 12 month period.

Under Listing Rule 7.1A an eligible entity can seek approval from its members, by way of a Special Resolution passed its annual general meeting, to increase this 15% limit by an extra 10%. This will mean that during the relevant 12 month period the listed entity can issue up to 25% of the fully paid ordinary securities that it had on issue at the start of the relevant 12 month period.

The Company is an eligible entity for these purposes, and obtained Shareholder approval for the additional 10% capacity under Listing Rule 7.1 A, at its 2019 Annual General Meeting.

The Cressey Compensation Shares were issued without Shareholder approval in reliance on Listing Rule 7.1A.

Listing Rule 7.4 allows the shareholders of a listed company to approve the issue of equity securities after that issue has been made. If that approval is granted, the relevant issue will be excludedfrom the calculation of the listed company's remaining capacity under Listing Rules 7.1 and 7.1A.

The Company wishes to retain as much flexibility as possible to utilise its combined capacity under Listing Rule 7.1A, in order to take advantage of commercial opportunities as they may arise. Accordingly, the Company now seeks Shareholder approval to ratify the issue of the Cressey Compensation Shares in accordance with Listing Rule 7.4.

If Resolution 1 is not passed, 1,164,384 Cressey Compensation Shares will be includedwhen calculating the Company's current capacity under Listing Rules 7.1 and 7.1A.

3. Information required by Listing Rule 7.5

Listing Rule 7.5 sets out the requirements for notices of meeting at which shareholder approval is sought for the purposes of Listing Rule 7.4. For the purposes of Listing Rule 7.5 the Company notes as follows:

The Cressey Compensation Shares were issued to Roger Cressey, who is not a related party of the Company.
The Company issued 1,164,384 Cressey Compensation Shares which are fully paid ordinary shares in the capital of the Company. The Cressey Compensation Shares are not subject to escrow restrictions, and were issued on the same terms as and rank pari passu with the Shares that were already on issue. The rights and liabilities of all Shareholders are set out in the Constitution of the Company. The Constitution can be obtained from the Company's website at the following link: https://static1.squarespace.com/static/5907bd625016e17b11b79b3b/t/590932d83a0411b8fe9f2294/1493775 095050/2.pdf.
The Cressey Compensation Shares were issued on 5 November 2019.
The Employee Compensation Shares were issued at a notional issue price of $0.058 per Employee Compensation Share, however no cash was paid for them.
The Cressey Compensation Shares did not bring in new cash into the Company. However arguably they helped to preserve the Company's cash position by being issued in part, instead of a cash payment in lieu of Mr Cressey being expected to work a 4 months' notice period under his contract.
A Voting Exclusion Statement for this Resolution is set out under Resolution 7 in the Notice of Meeting.

The Directors recommend that Shareholders vote in favour of this Resolution.

Resolution 2. Ratification of the issue of 112,276,071 Placement Shares

1. Background

On 15 June 20201 the Company announced its intention to undertake the Capital Raising constituted by the Entitlement Offer, the Placement and the Conditional Placement.

The Placement consisted of the issue of 112,276,071 Placement Shares, at an issue price of $0.023 per Placement Share, to various qualified institutional Professional and Sophisticated Investors. 2

2. Listing Rules 7.1, 7.1 A and 7.4

Listing Rule 7.1 limits the number of equity securities that a listed company can issue without the approval of its shareholders. Listing Rule 7.4 allows the shareholders of a listed company to approve the issue of equity securities after that issue has been made. For further discussion of these Listing Rules see the text under the heading Listing Rules 7.1, 7.2 and 7.4 in the section of this Explanatory Memorandum dealing with Resolution 1:

Pursuant to the Placement the Company issued:

102,940,597 Placement Shares on 23 June 2020 without Shareholder approval (being 87,251,252 Shares in reliance of Listing Rule 7.1 and 15,689,345 Shares in reliance of Listing Rule 7.1A); and
9,335,474 Placement Shares on 30 June 2020 without Shareholder approval in reliance on Listing Rule 7.1A.

The Company wishes to retain as much flexibility as possible to utilise its combined capacity under Listing Rules 7.1 and 7.1A, in order to take advantage of commercial opportunities as they may arise. Accordingly, the Company now seeks Shareholder approval to ratify the issue of the Placement Shares in accordance with Listing Rule 7.4.

See ASX Announcement 15 June 2020 Capital Raising Private Placement and Accelerated Non‐Renounceable Rights Issue, and refer to ASX Announcement

June 2020 Capital Raising Update Private Placement and Accelerated Non‐Renounceable Entitlement Offer

See ASX Announcement 19 June 2020 Capital Raising Update Private Placement and Accelerated Non‐Renounceable Entitlement Offer, Appendix 2A Application for quotation of securities lodged 15 June (Pro Forma, Shares), Appendix 2A Application for quotation of securities lodged 23 June 2020 (Placement and Institutional Shares), and Appendix 2A Application for quotation of securities lodged 30 June 2020 (Placement and Institutional Shares)

If Resolution 2 is not passed, 87,251,252 Shares will be includedwhen calculating the Company's capacity under Listing Rule 7.1, and 25,024,819 Shares will be includedwhen calculating the Company's capacity under Listing Rule 7.1A.

3. Information required by Listing Rule 7.5

The Placement Shares were issued to the various parties listed in the column headed "Allottee/Subscriber" in Table 1 below, none of which are related parties of the Company.
The Company issued a combined total of 112,276,071 Placement Shares which are fully paid ordinary shares in the capital of the Company. The Placement Shares are not subject to escrow restrictions, and were issued on the same terms as and rank pari passu with the Shares that were already on issue. The rights and liabilities of all Shareholders are set out in the Constitution of the Company. The Constitution can be obtained from the Company's website at the link noted above.
The Placement Shares were issued in the following tranches:
1. 102,940,605 Shares on 23 June 2020; and
2. 9,335,474 Shares on 30 June 2020.
The Placement Shares were issued at an issue price of $0.023 per Placement Share.
The proceeds of the Placement Shares3 will be used (the Use of Funds):
1. to progress the Kincora Project area well intervention and work program;
2. to pay interest on scheduled amortisation reductions in the Company's Amortising Notes for the balance of 2020;
3. to ensure continued compliance with the financial covenants of the Amortising Notes;
4. for exploration expenditure;
5. for the costs of the Capital Raising; and
6. to provide general working capital.
A Voting Exclusion Statement for this Resolution is set out in the Notice of Meeting.

Table 1

Allottee/Subscriber	No of Placement Shares issued
AVUDEL PTY LTD	1,630,434
BAM COOLABAH INVESTMENTS PTY LTD	2,000,000
BLUE BLITZ PTY LTD	687,047
CHIFLEY PORTFOLIOS PTY LIMITED	6,521,740
CITICORP NOMINEES PTY LIMITED	2,608,696
CS FOURTH NOMINEES PTY LIMITED	1,086,957
DAVID COUPER & ASSOCIATES PTY LTD	865,823
EQUITY TRUSTEES SUPERANNUATION LIMITED	750,000
FOLIUM CAPITAL PTY LTD	1,304,348
FOXTAIL PTY LTD	1,739,131
FREDRONN PTY LTD	869,565
GRAHAM BROWN PTY LTD	400,000
GREGORY DENISE PTY LTD	1,500,000
HARTNELL NOMINESS PTY LD	4,347,826
HGH MCCATHIE PTY LIMITED	1,086,957
INTREPID CONCEPTS PTY LTD	1,000,000
JAYART FUNDS MANAGEMENT PTY LTD	1,500,000

See ASX Announcement 15 June 2020 Capital Raising Private Placement and Accelerated Non‐Renounceable Rights Issue, and ASX Announcement 19 June 2020 Capital Raising Update Private Placement and Accelerated Non‐Renounceable Entitlement Offer

Table 1 (continued)

Allottee/Subscriber	No of Placement Shares issued
JCI PTY LTD	434,782
JETAN PTY LIMITED	8,695,652
JL GIBSON INVESTMENTS PTY LTD	978,260
JSR CORPORATION PTY LTD	4,347,826
KLIP PTY LTD	2,250,000
MELBOURNE CAPITAL LIMITED	3,000,000
MICHAEL PATRICK PEGUM	1,000,000
MISS ATIRANJAN KAUR JHAJJ	434,782
MORSEC NOMINEES PTY LTD	500,000
MR ALEXANDER MACDONALD	3,260,870
MR ASHLEY BAXTER	815,217
MR BENJAMIN DUNN & MRS RENEE DUNN	978,260
MR BENJAMIN WILLIAM BUCHANAN	1,086,956
MR BRENT NORMAN FISHER	1,393,976
MR CHRISTOPHER IAN SWITZER	300,000
MR DAVID INCHER	865,819
MR DOUGAL MALCOLM HENDERSON	750,000
MR HAMISH ROBBIE DEE	2,173,913
MR JIAMING QI	432,912
MR MARK TKOCZ	1,300,000
MR NICOLAS MICHAEL WATT	2,173,913
MR PAUL AINSWORTH	4,500,000
MR PHILIP JOHN CAWOOD	2,347,824
MR PHILLIP ALEXANDER PURDIE & MRS CAROL ANN PURDIE	3,260,869
MR ROBERT REVIS	1,091,304
MR SIMON WILLIAM TRITTON	5,434,782
MR WARNER LAMB	497,850
MRS MICHELE NATALIE HERMAN	869,565
MRS RENEE JAN DUNN	978,260
MS BELINDA LOUISE HERRING	750,000
MS CHUNYAN NIU	2,173,913
MUNGALA PTY LTD	1,000,000
NETWEALTH INVESTMENTS LIMITED	1,000,000
NO BULL HEALTH PTY LTD	5,521,739
NORTHERN STAR NOMINEES PTY LTD	2,999,999
NUTSVILLE PTY LTD	2,000,000
ORCA CAPITAL	2,500,000
RICHARD CLIFTON COOMBE	869,565
RICKIRK PTY LTD	750,000
ROCKET SCIENCE PTY LTD	3,750,000
SUCLU PTY LTD	260,869
SYZYGY PTY LTD	434,782
THE MILLENNIAL FUND PTY LTD	995,697
TIMOTHY SEAN MCMANUS & ELIZABETH MCMANUS	217,391
VENTOUX PTY LTD	1,000,000
TOTAL	112,276,071

4. Directors' Recommendation

The Directors recommend that Shareholders vote in favour of this Resolution.

Resolution 3. Approval to issue up to 56,138,050 Placement Options

1. Background

As noted above in the context of Resolution 2, on 15 June 20204 the Company announced the issue of the Placement Shares to various qualified institutional and Sophisticated Investors (each a Placee). At the same time as the Company agreed to issue the Placement Shares to the Placees, it also agreed to issue one (1) free attaching Placement Option for every two (2) Placement Share subscribed for, subject to Shareholder approval. After allowing for the effect of rounding, the total of the Placement Options to be issued to the Placees is up to 56,138,050 Placement Options5.

2. Listing Rule 7.1

As noted above, the Company has agreed to issue the Placement Options subject to Shareholder Approval. Accordingly, the Company now seeks Shareholder approval to ratify the issue of the Placement Options in accordance with Listing Rule 7.1. For a further discussion of Listing Rule 1 see the text under the heading Listing Rules 7.1, 7.2 and 7.4 in the section of this Explanatory Memorandum dealing with Resolution 1.

If Resolution 3 is passed, the Placement Options will be issued and will be excluded when calculating the Company's remaining capacity under Listing Rule 7.1.

If Resolution 3 is not passed, the Company will not issue the Placement Options.

3. Information required by Listing Rule 7.3

Listing Rule 7.3 sets out the requirements for notices of meeting at which Shareholder approval is sought for the purposes of Listing Rule 7.1. For the purpose of Listing Rule 7.3, the following information is provided about the issue of 56,138,050 Placement Options:

The Placement Options will be issued to the various Placees listed in Table 1 in the section of this Explanatory Memorandum dealing with Resolution 2, on the basis of one (1) Placement Options for every two (2) Placement Shares issued to the relevant Placee.
The maximum number of Placement Options that the Company will issue pursuant to this Resolution is 56,138,050 Placement Options.
The terms on which the Placement Options will be issued are set out in Schedule 1 - Option Terms.
The Placement Options will be issued no later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX Waiver or modification of the ASX Listing Rules).
The issue price of the Placement Options will be nil as they will be issued as free attaching options to the Placement Shares on the basis of one (1) Placement Option for every two (2) Placement Shares Issued.
No funds will be raised from the issue of the Placement Options as the Placement Options will be issued for nil cash consideration on a free attaching basis.
A Voting Exclusion Statement for this Resolution is set out under Resolution 9 in the Notice of Meeting.

4. Directors' Recommendation

The Directors recommend that Shareholders vote in favour of this Resolution.

See ASX announcement 15 June 2020 Capital Raising Private Placement and Accelerated Non‐Renounceable Rights Issue

See Appendix 2A Application for quotation of securities lodged 15 June (Pro Forma, Options), Appendix 2A Application for quotation of securities lodged

June 2020 (Institutional Options), and Appendix 2A Application for quotation of securities lodged 30 June 2020 (Institutional Options)

Resolution 4. Approval to issue up to 58,000,000 Conditional Placement Shares and up to 29,000,000 Conditional Placement Options

1. Background

As noted above in the context of Resolution 2, on 15 June 20206 the Company announced that as part of the Capital Raising it may undertake a Conditional Placement of up to approximately $2.1 million worth of Conditional Placement Shares (along with free attaching Conditional Placement Options on a 1:2 basis) subject to Shareholder approval and demand.

The intended subscribers are Sophisticated Investors or Professional Investors. However, the Company has not yet made any final agreement or arrangement to issue the Conditional Placement Shares or the Conditional Placement Options. It is possible that one of these subscribers will be DGR. As DGR holds greater than 10% of the issued share capital of the Company and has nominated one Director to the Board (Mr Nicholas Mather), any issue of securities to DGR will require Shareholder approval in accordance with Listing Rule 10.11.

After allowing for the potential maximum Conditional Placement participation of DGR (refer Resolution 6) and allowing for rounding, up to 58,000,000 Conditional Placement Shares and up to 29,000,000 Conditional Placement Options may be issued. Under Resolution 4 the Company seeks Shareholder approval pursuant to Listing Rule 7.1 to issue and allot up to 58,000,000 Conditional Placement Shares and 29,000,000 Conditional Placement Options to qualified Sophisticated and Professional Investors other than DGR7. The Conditional Placement Securities to be issued to DGR are the subject of Resolution 6.

2. Listing Rules 7.1

Listing Rule 7.1 limits the number of equity securities that a listed company can issue without the approval of its shareholders. For a further discussion of Listing Rule 1 see the text under the heading Listing Rules 7.1, 7.2 and 7.4 in the section of this Explanatory Memorandum dealing with Resolution 1. The Company now seeks Shareholder approval to ratify the issue of the Placement Shares in accordance with Listing Rule 7.1.

If Resolution 4 is not passed the Company may not have the capacity under Listing Rule 7.1 to issue any or all of the Conditional Placement Securities. If not, it may decide to either not issue those Conditional Placement Securities at all, or it may seek Shareholder approval at a later general meeting (whether that meeting is convened for that particular purpose or for another purpose). Even if the Company does have sufficient capacity under Listing Rule 7.1 to issue some or all of the Conditional Placement Securities, those Conditional Placement Securities when issued will be included when calculating the Company's capacity under Listing Rule 7.1.

3. Information required by Listing Rule 7.3

As subscriptions for the Conditional Placements Securities have not yet been arranged, the allottees of any Conditional Placement Securities will be identified by the Directors at their discretion PROVIDED THAT any allottees will be subscribers to whom an offer of securities does not require disclosure pursuant to section 708 of the Corporations Act, and further that no allottees will be related parties of, nor associates of related parties of, the Company.
The maximum number of Conditional Placement Shares that the Company can issue pursuant to Resolution 4 is 58,000,000 Conditional Placement Shares. Any Conditional Placement Shares issued will be fully paid ordinary Shares in the capital of the Company, not subject to escrow restrictions, and will issued on the same terms as and rank pari passu with Shares that are already on issue at the relevant time. The rights and liabilities of all

See ASX Announcement 15 June 2020 Capital Raising Private Placement and Accelerated Non‐Renounceable Rights Issue, and refer to ASX Announcement

June 2020 Capital Raising Update Private Placement and Accelerated Non‐Renounceable Entitlement Offer

These numbers take into account the possible issue of up to a 34,292,478 Conditional Placement Shares and 17,146,739 Conditional Placement Options to DGR, which is the subject of Resolution 6

Shareholders are set out in the Constitution of the Company. The Constitution can be obtained from the Company's website at the link noted above.

The maximum number of Conditional Placement Options that the Company can issue pursuant to Resolution 4 is 29,000,000 Conditional Placement Options.
The terms on which the Conditional Placement Options will be issued are set out in Schedule 1 - Option Terms.
The Conditional Placement Securities will be issued, if at all, no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX Waiver or modification of the ASX Listing Rules). Their allotment may occur progressively.
The Conditional Placement Shares will be issued at an issue price of $0.023 per Conditional Placement Share.
The issue price of the Placement Options will be nil as they will be issued as free attaching options to the Placement Shares on the basis of one (1) Placement Option for every two (2) Placement Shares issued.
The funds raised from the issue of the Conditional Placement Shares will be applied towards the Use of Funds. No funds will be raised from the issue of the Placement Options as the Placement Options will be issued for nil cash consideration on a free attaching basis.
A Voting Exclusion Statement for this Resolution is set out under Resolution 4 in the Notice of Meeting.

4. Directors' Recommendation

The Directors recommend that Shareholders vote in favour of this Resolution.

Resolution 5. Approval to issue up to 27,800,000 Fee Options to Bizzell Capital Partners Pty Ltd

1. Background

As announced on 15 June 20208 the Company appointed BCP to act as Joint Lead Manager with JB Advisory with respect to the Capital Raising. The terms of the appointment are set out in the BCP Engagement Letter which in summary provides that:

BCP will (amongst other things) act as lead manager in relation to the Capital Raising, and underwriter in relation to the Entitlement Offer;
BCP may appoint a Joint Underwriter, Joint Lead Manager, sub‐underwriters, co‐managers or brokers in relation to the Entitlement Offer, in consultation with the Company;
BCP's role will include (but not be limited to): arranging and leading the Capital Raising; advising the Company on the appropriate strategy and timing for the Capital Raising; determining key investor issues and coordinating appropriate responses; assistance with preparation of offer documentation; identifying key selling messages and marketing the Capital Raising to investors; assistance in the preparation of relevant ASX releases; in conjunction with the Company's legal advisers assisting in any dealings with the ASX and ASIC; liaising with the Company's advisers; coordinating bids into the sub‐underwriting and determining final sub‐underwriting allocations;
the following fees are payable to BCP in relation to the Placement and the Conditional Placement:
1. a management fee of 1% of the value of all funds raised under the Capital Raising (the Management Fee);
2. an underwriting fee of 5% of the value of all new Shares underwritten and issued by the Company under the Entitlement Offer (the Underwriting Fee); and
3. a selling fee of 5% of the value of all Placement Shares and Conditional Placement Shares issued (the Placement Fee); and
4. subject to obtaining Shareholder approval, the issue to BCP or its sub underwriter nominees of four
  (4) Fee Options for every one (1) dollar raised under the Capital Raising (the BCP Fee Options);
for any amounts sub‐underwritten in the Entitlement Offer or subscribed for in the Placement or Conditional Placement by DGR, BCP will pay through or direct the Company to pay to DGR, the full Underwriting Fee, the

8 See ASX Announcement 15 June 2020 Capital Raising Private Placement and Accelerated Non‐Renounceable Rights Issue

Placement Fee and the BCP Fee Options (the DGR Fee Options), that would otherwise be payable to BCP on any amount subscribed or sub‐underwritten by DGR;

for any amounts sub‐underwritten in the Entitlement Offer or subscribed for in the Placement or Conditional Placement by Samuel Holdings Pty Ltd, BCP will pay through or direct the Company to pay to Samuel, the full Underwriting Fee, the Placement Fee and the BCP Fee Options (the Samuel Fee Options), that would otherwise be payable to BCP on any amount subscribed or sub‐underwritten by Samuel;
for any amounts sub‐underwritten in the Entitlement Offer or subscribed for in the Placement or Conditional Placement by JB Advisory, BCP will pay through or direct the Company to pay to JB Advisory, the full Underwriting Fee, the Placement Fee and the BCP Fee Options (the JB Advisory Fee Options), that would otherwise be payable to BCP on any amount subscribed or sub‐underwritten by JB Advisory; and
for all amounts payable by BCP to each of DGR, Samuel Capital and JB Advisory under the arrangements described in paragraphs (5) to (7) immediately above (the Pay Away Arrangements), BCP may direct those parties to invoice the Company directly, and the Company to settle these amounts with those parties directly.

All of the BCP Fee Options (other than the DGR Fee Options and the Samuel Fee Options), are the subject of this Resolution. The issue of the DGR Fee Options is the subject of Resolution 6, and the issue of the Samuel Fee Options is the subject of Resolution 7.

2. Listing Rule 10.11

Subject to certain exceptions, none of which are applicable in the present circumstances, Listing Rule 10.11 requires shareholder approval for a company to issue equity securities to a related party. Equity securities are defined in the Listing Rules to include convertible securities and options. For the purposes of the Listing Rules a "related party" includes a director of the public company and any entity controlled by that director. BCP is an entity controlled by Stephen Bizzell, a non‐executive Director of the Company. Therefore, BCP is a related party of the Company.

Accordingly, Shareholder approval in accordance with the provisions of Listing Rule 10.11 is needed and is being sought in Resolution 5 for the issue of the BCP Fee Options to BCP.

If the approval sought under Listing Rule 10.11 for the issue is granted, then approval will not be required under Listing Rule 7.1 for the relevant issue (for a further discussion of Listing Rule 7.1, see the text under the heading Listing Rules 7.1, 7.2 and 7.4 in the section of this Explanatory Memorandum dealing with Resolution 1). By obtaining approval under Listing Rule 10.11, the relevant BCP Fee Options will be excludedwhen calculating the Company's remaining capacity under Listing Rule 7.1.

If Resolution 5 is not passed then the BCP Fee Options cannot be issued to BCP.

3. Information required by Listing Rule 10.13

Listing Rule 10.13 sets out the requirements for notices of meeting at which Shareholder approval is sought for the purposes of Listing Rule 10.11. For the purposes of Listing Rule 10.13 the Company advises as follows:

The intended recipient of the BCP Fee Options is BCP, and any other third party to which BCP directs the Company to issue the BCP Fee Options. The Company is advised that these third parties may include parties which participated in either the Placement or may take part in the Conditional Placement. None of the potential third party recipients of the BCP Fee Options the subject of this Resolution 5, are "related parties" of the Company for the purposes of the Corporations Act or the ASX Listing Rules. To the extent that any BCP Fee Options are to be issued to DGR or Samuel, these are the subject of Resolution 6 and Resolution 7 respectively.
The Company believes that BCP falls within Listing Rule 10.11.1 because it is an entity controlled by a Director (Stephen Bizzell) and is therefore a related party of the Company
The maximum number of BCP Fee Options to be issued is 27,800,000.
The terms on which the BCP Fee Options will be issued are set out in Schedule 1 - Option Terms.
If Shareholder approval is granted, the BCP Options will be issued within one (1) month of the date of the Meeting.

The issue price of the BCP Fee Options will be nil, and no funds will be raised from the issue of the BCP Options as they will be issued as consideration for services provided by BCP pursuant to the BCP Engagement Letter. The BCP Engagement Letter is summarised above under the heading 1. Background.
A Voting Exclusion statement for this resolution has been included in the Notice of Meeting.

4. Chapter 2E

The non‐conflicted Directors of the Company (Messrs Uliel and Sleeman) have satisfied themselves that the fees payable under the BCP Engagement Letter (which includes the BCP Fee Options, and under the Pay Away Arrangements the Samuel Fee Options) are on arm's length terms. Accordingly, the Company can rely on section 210 of the Corporations Act, which is an exception to Section 208 of the Corporations Act which normally requires that a public company obtain shareholder approval for the giving of a financial benefit9 to a related party10. Therefore, the consent of ASIC has not been sought in relation to Resolution 5.

5. Directors' Recommendation

Messrs Sleeman and Uliel recommend that Shareholders vote in favour of this Resolution. Mr Bizzell (as the controller of BCP) and Mr Mather (as a director of DGR and the controller of Samuel) have abstained from making a recommendation.

Resolution 6. Approval to issue up to 47,826,087 Conditional Placement Shares, 23,913,043 Conditional Placement Options, and up to 7,849,991 Fee Options to DGR

1. Background

As noted above in the context of Resolution 4, while the Company has not yet made any final agreement or arrangement to issue the Conditional Placement Securities, it is possible that one of these subscribers will be DGR. However, DGR is for the purposes of the Listing Rules, a party to whom the Company must not issue securities without Shareholder approval. Accordingly, Shareholder approval is required for the issue of any Conditional Placement Securities to DGR, separate and distinct from the approval sought under Resolution 4 to issue the Conditional Placement Securities more broadly.

The DGR Fee Options are to be issued to DGR in accordance with the Pay Away Arrangements, those arrangements having been entered into between the Company and BCP. However, DGR is for the purposes of the Listing Rules, a party to whom the Company must not issue securities without Shareholder approval. Accordingly, Shareholder approval is required for the issue of any DGR Fee Options to DGR, separate and distinct from the approval sought under Resolution 5 to issue the BCP Fee Options more broadly.

2. Listing Rule 10.11

In broad terms, Listing Rule 10.11 provides that without shareholder approval, a listed entity must not issue or agree to issue equity securities to a person in any of the classes of persons listed in Listing Rule 10.11. One of those classes of persons, is made up persons who are holders of 10% or more of the voting shares in the listed entity, and have nominated a director to the board of the listed entity.

As DGR holds greater than 10% of the issued share capital of the Company and has nominated one Director to the Board (Mr Nicholas Mather), any issue of Conditional Placement Securities or DGR Fee Options to DGR will require Shareholder approval in accordance with Listing Rule 10.11.

Accordingly, Shareholder approval in accordance with Listing Rule 10.11 is needed and is being sought for the issue of the Conditional Placement Securities and the DGR Fee Options to DGR.

The issue of the Fee Options are a "financial benefit" for the purposes of the Corporations Act.

10 A "related party" for the purposes of the Corporations Act includes a director of the public company and any entity controlled by that director. BCP and Samuel are entities controlled by Directors of the Company and are therefore related parties of the Company.

If approval is given under Listing Rule 10.11, approval will not be required under Listing Rule 7.1 for the relevant issues (for a further discussion of Listing Rule 7.1, see the text under the heading Listing Rules 7.1, 7.2 and 7.4 in the section of this Explanatory Memorandum dealing with Resolution 1). By obtaining approval under Listing Rule 10.11, the Conditional Placement Securities and the DGR Fee Options will be excludedwhen calculating the Company's remaining capacity under Listing Rule 7.1.

However, if Resolution 6 is not passed then neither the Conditional Placement Securities nor the DGR Fee Options can be issued to DGR.

In passing the Company notes that as DGR does not control the Company, DGR is not a related party of the Company for the purposes of the Corporations Act. Accordingly, Shareholder approval for the purposes of Chapter 2E of the Corporations Act will not be required for the issue to DGR of either Conditional Placement Securities or the DGR Fee Options.

3. Information required by Listing Rule 10.13

Listing Rule 10.13 sets out the requirements for notices of meeting at which shareholder approval is sought for the purposes of Listing Rule 10.11. For the purposes of Listing Rule 10.13 the Company advises as follows:

The Conditional Placement Securities and the DGR Fee Options the subject of Resolution 6 will be issued to DGR.
The Company believes that DGR falls within Listing Rule 10.11.3 because DGR currently holds greater than 10% of the issued voting shares of the Company, and has one (1) nominee Director on the Board, being Mr Mather (who is the Executive Chairman of the Company).
The Conditional Placement Securities to be issued to DGR will be:
1. up to 47,826,087 Conditional Placement Shares. The Conditional Placement Shares will be fully paid ordinary shares in the capital of the Company.They will not be subject to escrow restrictions, and will be issued on the same terms as and rank pari passu with Shares that are already on issue at the relevant time. The rights and liabilities of all Shareholders are set out in the Constitution of the Company. The Constitution can be obtained from the Company's website;
2. up to 23,913,043 Conditional Placement Options. The terms on which the Placement Options will be issued are set out in Schedule 1 - Option Terms; and
3. up to 7,849,991 DGR Fee Options. The maximum number of Fee Options has been calculated having regard to the sub‐underwriting arrangements entered into between BCP and DGR as outlined in the Prospectus published on 15 June 2020, together with the maximum amount that DGR may contribute to the Conditional Placement. DGR is entitled to receive 4 options for every $1 it subscribes for in the Entitlement Offer and the Conditional Placement. The terms on which the Placement Options will be issued are set out in Schedule 1 - Option Terms.
If approval is given the DGR Fee Options, and the Conditional Placement Securities (assuming that DGR subscribes for the Conditional Placement Securities), will be issued to DGR no later than one (1) month after the date of the Meeting.
The Conditional Placement Shares will be issued at an issue price of $0.023 per Conditional Placement Share.
The issue price of the Conditional Placement Options and the DGR Fee Options will be nil.
The funds raised from the issue of the Conditional Placement Shares to DGR will be applied towards the Use of Funds. No funds will be raised from the issue of the Placement Options or the DGR Fee Options, as they will be issued for nil cash consideration.
A Voting Exclusion Statement for this Resolution is set out in the Notice of Meeting.

4. Directors' Recommendation

Messrs Sleeman and Uliel recommend that Shareholders vote in favour of this Resolution. Mr Bizzell (as the controller of BCP) and Mr Mather (as a director of DGR) have abstained from making a recommendation.

Resolution 7. Approval to issue up to 5,605,904 Fee Options to Samuel Holdings Pty Ltd

1. Background

The Samuel Fee Options are to be issued to Samuel in accordance with the Pay Away Arrangements, those arrangements having been entered into between the Company and BCP. However, Samuel is for the purposes of the Listing Rules, a party to whom the Company must not issue securities without Shareholder approval. Accordingly, Shareholder approval is required for the issue of any Samuel Fee Options to Samuel, separate and distinct from the approval sought under Resolution 5 to issue the BCP Fee Options more broadly.

2. Listing Rule 10.11

Subject to certain exceptions, none of which are applicable in the present circumstances, Listing Rule 10.11 requires Shareholder approval for a company to issue equity securities to a related party. Equity securities are defined in the Listing Rules to include convertible securities and options. For the purposes of the Listing Rules a "related party" includes a director of the public company and any entity controlled by that director. Samuel is an entity controlled by Nicholas Mather, an executive Director of the Company. Therefore, Samuel is a related party of the Company.

Accordingly, Shareholder approval in accordance with Listing Rule 10.11 is needed and is being sought for the issue of the Samuel Fee Options to Samuel.

If approval is given under Listing Rule 10.11, approval will not be required under Listing Rule 7.1. By obtaining approval under Listing Rule 10.11, the Conditional Placement Securities and the Samuel Fee Options will be excludedwhen calculating the Company's remaining capacity under Listing Rule 7.1.

However, if Resolution 7 is not passed then the Samuel Fee Options cannot be issued to Samuel.

3. Information required by Listing Rule 10.13

The Samuel Fee Options the subject of Resolution 7 will be issued to Samuel.
The Company believes that Samuel falls within Listing Rule 10.11.1 because it is an entity controlled by a Director (Nicholas Mather) and is therefore a related party of the Company
Up to 5,605,904 Samuel Fee Options may be issued to Samuel. The maximum number of Fee Options has been calculated having regard to the sub‐underwriting arrangements entered into between BCP Samuel as outlined in the Prospectus published on 15 June 2020. Samuel is entitled to receive 4 options for every $1 sub‐ underwritten in the Entitlement Offer.
The terms on which the Placement Options will be issued are set out in Schedule 1 - Option Terms.
If approval is given the Samuel Fee Options will be issued to Samuel no later than one (1) month after the date of the Meeting.
The issue price of the Samuel Fee Options will be nil, and no funds will be raised from the issue of the Samuel Fee Options as they will be issued as consideration for services provided by Samuel pursuant to the Pay Away Arrangements. The Pay Away Arrangements are summarised under the heading 1. Background in the section of this Explanatory Memorandum dealing with Resolution 5.
A Voting Exclusion statement for this resolution has been included in the Notice of Meeting.

4. Chapter 2E

The non‐conflicted Directors of Armour Energy (Messrs Uliel and Sleeman) have satisfied themselves that the fees payable under the BCP Engagement Letter (which includes the BCP Fee Options, and under the Pay Away Arrangements the Samuel Fee Options) are on arm's length terms. Accordingly, the Company can rely on section 210 of the Corporations Act, which is an exception to Section 208 of the Corporations Act which normally requires that a

public company obtain shareholder approval for the giving of a financial benefit11 to a related party12. Therefore, the consent of ASIC has not been sought in relation to Resolution 7.

5. Directors' Recommendation

Messrs Sleeman and Uliel recommend that Shareholders vote in favour of this Resolution. Mr Bizzell (as the controller of BCP) and Mr Mather (as the controller of Samuel) have abstained from making a recommendation.

Resolution 8. Approval to issue 34,500,000 Consideration Shares to Oilex Ltd

1. Background

On 15 June 202013, the Company entered into the Oilex Agreement with Oilex for the acquisition of all of the issued capital of CoEra Ltd ACN 636 658 574.

Pursuant to the terms of the Oilex Agreement:

The purchase price for all of the 6,750,000 fully paid ordinary shares of CoEra Ltd is deemed to be $906,500.
The purchase price is to be initially satisfied through the issue to Oilex (or its nominees) of 24,500,000 Shares (the Initial Consideration Shares).
Up to a further 10 million Shares (the Adjustment Shares) will be issued to Oilex (or its nominees) in the event that in the 90 days following the issue of the Initial Consideration Shares the closing VWAP of the Shares of Armour trading on the ASX falls below $0.037. The effect of the Adjustment Shares is to deliver a closing consideration to Oilex of $906,500 on a 90 day VWAP calculation, subject to a maximum numberof 34,500,000 Consideration Shares.
The Consideration Shares issued to Oilex will be subject to voluntary escrow for a period of twelve (12) months from the date of their issue, and the Adjustment Shares will be subject to voluntary escrow for a period for nine
(9) months from the date of their issue.
The Company will reimburse Oilex for $125,000 for past costs incurred.
The transaction is subject to the satisfaction of various conditions precedent on or before 15 September 2020 including:

assignment of the option to acquire the remaining approximately 20.67% interest in Petroleum Exploration Licence (PEL) 112 and PEL 444;
novation of the agreement14 with Senex Energy Ltd including execution of various deeds of assignment and assumption to enable the Company to acquire the Northern Fairway PRLs15;
receipt of formal notification from the Government of South Australia that Cooper Basin 2019 - Block C is the subject of a pending award to CoEra Ltd16; and
the Company's Shareholder approval for the issue of the Consideration Shares.

Accordingly, Shareholder approval in accordance with the provisions of Listing Rule 7.1 is being sought in Resolution 8 for the issue of the Oilex Consideration Shares to Oilex.

The issue of the Fee Options are a "financial benefit" for the purposes of the Corporations Act.
A "related party" for the purposes of the Corporations Act includes a director of the public company and any entity controlled by that director. BCP and Samuel are entities controlled by Directors of the Company and are therefore related parties of the Company.
See ASX announcement 15 June 2020 Execution of Agreement with Oilex Ltd Acquisition of Cooper Eromanga Basin Assets. See also ASX announcement

May 2020 Armour Energy to Acquire Oilex's Cooper Eromanga Basin Assets to Become a Substantial Australian East Coast Oil and Gas Exploration & Production Company, ASX announcement 1 June 2020 Extension to Agreement with Oilex Ltd Acquisition of Cooper Eromanga Basin Assets, and ASX announcement 9 June 2020 Further Extension to Agreement with Oilex Ltd Acquisition of Cooper Eromanga Basin Assets

This agreement dated 27 September 2019 is for the purchase by Oilex from a number of third parties, of the Northern Fairway PRLs. See footnote 15 as to the Northern Fairway PRLs
Petroleum Retention Licences are issued by the Government of South Australia, and provide an exploration licensee with security title over currently non‐commercial discoveries for a reasonable period of time to let become commercial. The Northern Fairway PRLs are various PRLs held by third parties
This notification is received by Oilex on 30 June 2020. See ASX announcement by Oilex (ASX: OEX) Successful Bid for Cooper Basin Permit

2. Listing Rules 7.1

Further, as noted above, it is a condition precedent to the Oilex Agreement that Shareholder approval is received for the issue of the Consideration Shares. Accordingly, the Company is seeking Shareholder in accordance with Listing Rule 7.1 for the issue of up to 34.5 million Consideration Shares.

If Resolution 8 is not passed, the Oilex Consideration Shares will not be issued, and the Oilex Agreement will not complete.

3. Information required by Listing Rule 7.3

The Consideration Shares will be issued to Oilex or its nominees.
The maximum number of Consideration Shares that the Company may be required to issue pursuant to the Oilex Agreement is 34.5 million Consideration Shares. Of these:
1. 24.5 Initial Consideration Shares will be subject to voluntary escrow for 12 months from their date of issue; and
2. up to 10 million Adjustment Shares, if any, will be subject to voluntary escrow for nine months from their date of issue.
  Apart from restrictions arising from voluntary escrow, the Consideration Shares will be fully paid ordinary Shares issued on the same terms as and rank pari passu with Shares that are already on issue at the relevant time. The rights and liabilities of all Shareholders are set out in the Constitution of the Company. The Constitution can be obtained from the Company's website at the link noted above.
The Consideration Shares will be issued, if at all, no later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX Waiver or modification of the ASX Listing Rules).
The issue price of the Consideration Shares will be a notional $0.037 per Consideration Share, but no cash will be raised from the issue of the Consideration Shares, as they will be issued to Oilex as consideration for the transfer of all of the issued capital of CoEra Ltd to the Company in accordance with the terms of the Oilex Agreement.
The Consideration Shares will be issued pursuant to the terms of the Oilex Agreement which are summarised above in section 1. Background.
A Voting Exclusion Statement for this Resolution is set out in the Notice of Meeting.

4. Directors' Recommendation

The Directors recommend that Shareholders vote in favour of this Resolution.

Resolution 9. Approval to issue 10,000,000 Fee Options to JB Advisory Partners Pty Ltd

1. Background

As announced on 15 June 202017 the Company appointed JB Advisory to act as Joint Lead Manager with BCP with respect to the Capital Raising. The terms of the appointment are set out in the JB Advisory Agreement which in summary provides that:

JB Advisory will (amongst other things): assist in preparing marketing materials; provide introductions to its institutional and high net worth clients; provide corporate advisory services with respect to structuring, timing, pricing and execution of the Capital Raising; act as Joint Lead Manager with respect to the book of bids; with the Company management finalise allocations and coordinate the settlement process; and advise and assist on possible further requirements in relation to fulfilling the distribution of securities going forward;
the engagement would continue until 15 June 2021;
the following fees are payable to JB Advisory on completion of the Oilex Agreement:
1. a fee of $50,000 payable at the Company's election in Shares upon the same terms and prices as the Placement Shares; and
2. 10,000,000 Fee Options (the JB Advisory Oilex Fee Options);
the following fees are payable to JB Advisory in relation to the Placement and the Conditional Placement;
1. a Management fee of 1% plus GST of all funds raised by JB Advisory;
2. a capital raising fee of 5% plus GST for all funds raised by JB Advisory; and
3. 4 Fee Options for every one dollar raised by JB Advisory in the Placement or the Conditional Placement (the JB Advisory Fee Options); and
JB Advisory may enter into a sub underwriting agreement with BCP in relation to the Entitlement Offer, in which case BCP would pay to JB Advisory a sub underwriting fee of 5% plus GST of all funds underwritten in the Entitlement Offer by JB Advisory.

The JB Advisory Fee Options are to be issued to JB Advisory in accordance with the Pay Away Arrangements entered into between the Company and BCP. These JB Advisory Fee Options are to be issued to JB Advisory for amounts sub‐ underwritten in the Entitlement Offer or subscribed for in the Placement or Conditional Placement. For further details of these arrangements see the text under the heading 1. Background in the section of this Explanatory Memorandum dealing with Resolution 5. As these JB Advisory Fee Options are included in the BCP Fee Options the subject of Resolution 5, separate Shareholder approval has not been sought for these JB Advisory Fee Options (whether under this Resolution or elsewhere).

2. Listing Rule 7.1

Accordingly, the Company seeks Shareholder approval in accordance with Listing Rule 7.1 for the issue of up to 10 million JB Advisory Oilex Fee Options.

If Resolution 9 is passed, the JB Oilex Fee Options will be issued and will be excluded when calculating the Company's remaining capacity under Listing Rule 7.1.

If Resolution 9 is not passed, the Company may not have the capacity under Listing Rule 7.1 to issue any or all of the JB Advisory Oilex Fee Options and may therefore have to seek Shareholder approval at a later general meeting (whether that meeting is convened for that particular purpose or for another purpose). Even if the Company does have sufficient capacity under Listing Rule 7.1 to issue some or all of the JB Oilex Fee Options, the JB Oilex Fee Options that are issued will be included when calculating the Company's capacity under Listing Rule 7.1.

17 See ASX Announcement 15 June 2020 Capital Raising Private Placement and Accelerated Non‐Renounceable Rights Issue

3. Information required by Listing Rule 7.3

The JB Advisory Oilex Fee Options will be issued to JB Advisory.
The maximum number of JB Advisory Oilex Fee Options that the Company will issue is 10 million.
The terms on which the Placement Options will be issued are set out in Schedule 1 - Option Terms.
The JB Advisory Oilex Fee Options will be issued no later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX Waiver or modification of the ASX Listing Rules).
The issue price of the JB Advisory Oilex Fee Options will be nil, and no funds will be raised from the issue of the JB Advisory Oilex Fee Options, as they will be issued as consideration for services provided by JB Advisory in respect of the completion of the transaction the subject of the Oilex Agreement.
The JB Advisory Oilex Fee Options will be issued pursuant to the terms of the JB Advisory Agreement which are summarised above in section 1. Background.
A Voting Exclusion Statement for this Resolution is set out under Resolution 7 in the Notice of Meeting.

4. Directors' Recommendation

The Directors recommend that Shareholders vote in favour of this Resolution.

Interpretation

ASX means the ASX Limited ACN 008 624 691;

BCP means Bizzell Capital Partners Pty Ltd, an entity controlled by Stephen Bizzell, a non‐executive director of the Company;

BCP Engagement Letter means the agreement between BCP save that and the Company as evidenced by a letter dated 10 save that June 2020, pursuant to which BCP would act as Joint Lead Manager (with JB Advisory) in connection with the Capital Raising, the terms of which are summarised under 1. Background of the section of the Explanatory Memorandum dealing with Resolution 5;

BCP Fee Options means those options to be issued to BCP pursuant to the BCP Engagement Letter, better described in the section of the Explanatory Memorandum dealing with Resolution 5;

Board means the board of directors of the Company;

Capital Raising means the Entitlement Offer, the Placement and the Conditional Placement;

Conditional Placement means the private placement to Sophisticated and Professional Investors of approximately $2.1 million worth of Conditional Placement Shares along with one (1) Conditional Placement Option for every two

(2) Conditional Placement Shares subscribed for, announced to the ASX on 15 June 2020;

Conditional Placement Options means the free attaching options to be issued as part of the Conditional Placement announced on 15 June 2020, which are to be issued on the terms set out in Schedule 1 to this Explanatory Memorandum;

Conditional Placement Securities means the Conditional Placement Shares and the Conditional Placement Options;

Conditional Placement Shares means the Shares to be issued pursuant to the Placement at an issue price of $0.023 per Placement Share;

Corporations Act means the Corporations Act 2001 (Cth) as amended, varied or replaced from time to time;

DGR Fee Options means those options to be issued to DGR, better described in the section of the Explanatory Memorandum dealing with Resolution 6;

Samuel means Samuel Holdings Pty Ltd (As Trustee of the Samuel Discretionary Trust);

Samuel Fee Options means those options to be issued to Samuel, better described in the section of the Explanatory Memorandum dealing with Resolution 7;

Director means a director of the Company;

Entitlement Offer means the accelerated non‐renounceable entitlement offer to eligible shareholders of one (1) new Share for every three (3) Shares held at 7.00pm (AEST) on 19 June 2020, at an offer price of $0.023 together with one

free attaching New Option, to raise up to approximately $4.5 million, conducted pursuant to a prospectus lodged by the Company and dated 15 June 2020, as supplemented by Supplementary Prospectus dated 27 July 2020;

Explanatory Memorandum means this explanatory memorandum accompanying the Notice of Meeting; Fee Options means each of the Fee Options issued to BCP, DGR, Samuel, and JB Advisory;

JB Advisory means JB Advisory Partners Pty Ltd;

JB Advisory Agreement means the agreement between JB Advisory and the Company as evidenced by a letter dated 15 June 2020, pursuant to which JB Advisory would act as Joint Lead Manager (with BCP) in connection with the Capital Raising, the terms of which are summarised under 1. Background of the section of the Explanatory Memorandum dealing with Resolution 9;

JB Advisory Fee Options means those options to be issued to JB Advisory pursuant to the JB Advisory Agreement, better described in the section of the Explanatory Memorandum dealing with Resolution 9;

JB Advisory Oilex Fee Options means those options to be issued to JB Advisory pursuant to the JB Advisory Agreement, better described in the section of the Explanatory Memorandum dealing with Resolution 9;

Listing Rules means the listing rules of ASX as amended, varied or replaced from time to time; Meeting or General Meeting means the general meeting to be held on 18 September 2020;

New Option means and includes the Placement Options, the Conditional Placement Options, the Fee Options (or any one or more of them as the context requires);

Notice of Meeting or Notice means the Notice of Meeting convening the Meeting, and which accompanies this Explanatory Memorandum;

Oilex means Oilex Ltd ABN 50 078 652 632 (ASX: OEX; AIM: OEX);

Oilex Agreement means the Share Sale and Purchase Agreement entered into between Oil Ltd and the Company dated on or about 15 June 2020 pursuant to which the Company purchased oil Ltd 6,750,000 fully paid ordinary shares in the capital of CoEra Ltd ACN 636 658 574, in exchange for the issue of the Oilex Consideration Shares;

Oilex Consideration Shares means the Shares in the Company numbering between 24,500,000 and 34 million Shares (depending on certain conditions set out in the Oilex Agreement) to be issued to Oilex pursuant to the Oilex Agreement;

Ordinary Resolution means a Resolution passed by more than 50% of the votes cast at a general meeting of shareholders;

Pay Away Arrangements means those arrangements whereby BCP may direct that fees payable to BCP pursuant to the BCP Engagement Letter (including the issue of any BCP Fee Options) are paid to third parties who sub‐ underwrite the Entitlement Offer, or subscribe in the Placement or the Conditional Placement, which arrangements are more particularly described in the Explanatory Memorandum under the heading 1 Background in the section dealing with Resolution 5;

Placement means the private placement to Sophisticated and Professional Investors of approximately $3.36 million worth of Placement Shares along with one (1) Placement Option for every two (2) Placement Shares subscribed for, announced to the ASX on 15 June 2020;

Placement Options means the free attaching options issued as part of the Placement which are to be issued on the terms set out in Schedule 1 to this Explanatory Memorandum;

Placement Shares means the Shares to be issued pursuant to the Placement at an issue price of $0.023 per Placement Share;

Professional Investor means has the meaning given to it in the Corporations Act; Resolution means a resolution proposed at the Meeting;

Share means an ordinary fully paid share in the issued capital of the Company; Shareholder means a holder of Shares in the Company;

Sophisticated Investor means has the meaning given to it in the Corporations Act;

Special Resolution means a resolution passed by at least 75% of the votes cast at a general meeting of the company by members entitled to vote on the resolution;

trading days has the meaning given to it in Chapter 19 of the Listing Rules; and

Use of Funds has the meaning given to it under the heading 3. Information required by Listing Rule 7.5 in the section of Explanatory Memorandum dealing with Resolution 2.

VWAP means volume weighted average price (as defined in the Listing Rules) of the Shares traded on the ASX over a stated number of trading days.

ENQUIRIES

Any enquiries in relation to the Resolutions or the Explanatory Memorandum should be directed to Karl Schlobohm (Company Secretary), at Level 27/111 Eagle Street, Brisbane QLD 4000, or on (07) 3303 0620.

Schedule 1 ‐ Option Terms

The securities to be issued are options to subscribe for fully paid Shares.
The Options are to be issued for no consideration.
The exercise price of the Options is $0.05 each (the Exercise Price).
The Options will vest on the date of allotment.
The Options will expire on 29 February 2024 (the Expiry Date).
Shares issued on exercise of the Options will rank equally with all existing Shares from the date of issue.
The Options may be exercised wholly or in part by notice in writing to the Company received at any time on or before the Expiry Date together with a cheque for the Exercise Price for each Option multiplied by the number of Shares in respect of which Options are being exercised.
Upon allotment of Shares pursuant to the exercise of Options, the Company shall use its best endeavours to have such Shares quoted and listed on the Official List of ASX.
The Options do not have any right to participate in new issues of securities in the Company made to Shareholders generally. The Company will, where required pursuant to the Listing Rules, provide advance notice prior to the record date (to determine entitlements to any new issue of securities made to Shareholders generally) to exercise the Options, in accordance with the requirements of the Listing Rules.
The Options have no rights of participation in dividends or in bonus issues unless the Options are exercised and the resultant shares of the Company are issued prior to the record date to determine entitlements to the dividend or bonus issue.
In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company:

the number of Underwriting Options, the exercise price, or both will be reconstructed (as appropriate) in a manner consistent with the Listing Rules, but with the intention that such reconstruction will not result in any benefits being conferred on the holder which are not conferred on Shareholders; and

1. subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of Shareholders of the Company approving a reconstruction of capital, in all other respects the terms for the exercise of the Options will remain unchanged.
If there is a bonus issue to the holders of Shares, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Options had been exercised before the record date for the bonus issue.
If, during the life of any Option, there is a pro rata issue (except a bonus issue), the Exercise Price of an Underwriting Option may be reduced according to the following formula:

O1 = O ‐ E [P ‐ (S + D)]

N + 1

where

O1 is the new exercise price of the options O is the old exercise price of the options

E is the number of underlying securities into which one option is exercisable

P is the average market price per security (weighted by reference to volume) of the underlying securities during the five (5) trading days ending on the day before the ex‐right date or the ex‐entitlements date

S is the subscription price for a security under the pro‐rata issue

D is the dividend due but not yet paid on existing underlying securities (except those to be issued under the pro‐rata issue)

N is the number of securities with rights or entitlements that must be held to receive a right to one new security

14. The terms of the Options shall only be changed if holders (whose votes are not to be disregarded) of Shares approve of such a change. However, the terms of the Options shall not be changed to reduce the Exercise Price, increase the number of Options or change any period for exercise of the Options.

Notes

Entitlement to Vote

Those Shareholders entitled to attend and vote at the Meeting, shall be those persons recorded in the register of shareholders as at 6:00 pm (Brisbane Time) 16 September 2020. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

How to Vote

You may vote by attending the Meeting in person, by proxy or authorised representative. Due to COVID‐19, voting by proxy is encouraged.

Voting by Proxy

A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy to vote on their behalf. Where a shareholder is entitled to cast two or more votes, they may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company. Shareholders who are a body corporate are able to appoint representatives to attend and vote at the meeting under Section 250D of the Corporations Act 2001 (Cth).

If a representative of the Company is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company's share registry.

Signing instructions

You must sign the proxy form as follows in the spaces provided:

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

Joint Holding: Where the holding is in more than one name, either security holder may sign.

Power of Attorney: To sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document, 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 (Cth)) 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 indicate the office held by signing in the appropriate place.

To vote by proxy, the proxy form provided must be received not less than forty‐eight (48) hours before the scheduled time for the meeting. Any proxy form received after that time will not be valid for the Meeting.

Completed proxies can be returned by:

posting in the reply‐paid envelope provided;
posting to Armour Energy Limited C/- Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235;
hand delivery to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138 or Level 12, 680 George Street, Sydney NSW 2000;
faxing to Link Market Services Limited on fax number (02) 9287 0309;
lodging online at linkmarketservices.com.auin accordance with the instructions provided on the website. You will need your Holder Identification Number (HIN) or Security Reference.

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Armour Energy Limited published this content on 18 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 August 2020 04:07:12 UTC

Market Closed - Australian S.E. Other stock markets 03:24:54 08/11/2023 GMT			5-day change	1st Jan Change
0.1 ^AUD	-9.09%		-.--%	-.--%

01-24	Armour Energy Creditors Appoint Liquidators	MT
01-24	ADZ Energy Pty Ltd completed the acquisition of Armour Energy (Surat Basin) Pty Ltd, Armour Energy Pty Ltd, CoEra Limited, Holloman Petroleum Pty Ltd and Cordillo Energy Pty Ltd from Armour Energy Limited.	CI

Armour Energy Creditors Appoint Liquidators	01-24	MT
ADZ Energy Pty Ltd completed the acquisition of Armour Energy (Surat Basin) Pty Ltd, Armour Energy Pty Ltd, CoEra Limited, Holloman Petroleum Pty Ltd and Cordillo Energy Pty Ltd from Armour Energy Limited.	01-23	CI
DGR Global Enters Facility Agreement with Choice Investments	01-17	MT
Armour Energy Limited Reports Earnings Results for the Full Year Ended June 30, 2023	29/09/23	CI
DGR Global Sets Up UK Company With Armour Energy	08/09/23	MT
Shunkang Holding Group agreed to acquire Armour Energy Limited.	15/08/23	CI
Armour Energy Raises AU$700,000 Under Retail Component of Entitlement Offer	10/05/23	MT
Armour Energy Launches Investor Hub	05/05/23	MT
Armour Energy Halts Trade	24/03/23	MT
Armour Energy to Raise AU$32 Million From Capital Raising	23/03/23	MT
Armour Energy Signs Gas Sales Agreement with Shell Energy Australia	20/03/23	MT
Armour Energy Limited Signs Gas Sales Agreement with Shell Energy Australia Pty Ltd	19/03/23	CI
Armour Energy Limited Reports Earnings Results for the Half Year Ended December 31, 2022	16/03/23	CI
Armour Signs Gas Supply Heads of Agreement with Australian Natural Diamonds Ltd	19/02/23	CI
Armour Energy Limited Appoints William Ovenden as Board Advisor	20/01/23	CI
Armour Energy Limited Provides an Update on its Surat Basin Operations Activities	21/12/22	CI
DGR Global Invests Further in Armour Energy	18/10/22	MT
Armour Energy Limited Reports Earnings Results for the Full Year Ended June 30, 2022	30/09/22	CI
Armour Energy Limited Auditor Raises 'Going Concern' Doubt	29/09/22	CI
Armour Energy Limited Provides Enterprise North Project Update	27/09/22	CI
Lakes Blue Energy NL, Armour Energy Limited and DGR Global Limited Announces New Otway Basin Exploration Prospect	25/07/22	CI
Armour Energy Limited Appoints Christian Lange as CEO, Effective from 25 July 2022	20/07/22	CI
Armour Energy Limited Announces Change of Company Secretary	19/07/22	CI
Australian Shares Rebound as Q1 GDP Grows 0.8%	01/06/22	MT
Armour Energy Enters Deal for Emissions Reduction Partnership, Acreage Divestment	01/06/22	MT

	1st Jan change	Capi.
ARMOUR ENERGY LIMITED	-.--%	6.88M
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HESS CORPORATION	+7.25%	47.48B
WOODSIDE ENERGY GROUP LTD	-10.59%	35.45B
DIAMONDBACK ENERGY, INC.	+26.75%	35.06B

Armour Energy Limited

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Armour Energy : 18 August 2020 - Notice of Extraordinary General Meeting

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