Strategic Energy Resources : Entitlement Offer Document

‌‌‌‌

OFFER DOCUMENT ENTITLEMENT ISSUE‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌

Strategic Energy Resources Limited ACN 051 212 429‌‌‌‌‌‌‌‌

For a partially underwritten non-renounceable entitlement issue of 1 Share for each 2 Shares held by Eligible Shareholders registered at the Record Date at an issue price of‌

$0.012 (1.2 cents) per Share to raise up to approximately $2,109,735.

The rights issue is partially underwritten by KSLCorp Pty Ltd. Eligible Shareholders may also apply for Shortfall Shares under the Shortfall Offer.

IMPORTANT INFORMATION‌

This Offer Document is provided for information purposes only and is not a prospectus, product disclosure statement or other form of disclosure document. This Offer Document is dated 12 April 2017. This Offer Document does not contain all the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding, or about the rights attaching to, Shares offered under this Offer Document. This Offer Document is issued pursuant to section 708AA of the Corporations Act for the offer of shares without disclosure to investors under Part 6D.2 of the Corporations Act.‌

The Offer Document should be read in its entirety. If after reading this Offer Document, you have any questions about the Offer or this Offer Document or any other matter, then you should consult your stockbroker, accountant or other professional adviser.‌‌

Contents

1. Key details of Offer 1

2. Director's Letter 2

3. Important Information 3

4. Details of the Offer 5

5. Use and effect of the Offer 10

6. Risk factors 13

7. Additional information 18

8. Definitions 24

1

1. Key details of Offer
2. Key terms of Offer

   Detail	Terms
   Issue Price	$0.012 (1.2 cents)
   Entitlement	1 Share for each 2 Shares held at the Record Date
   Maximum gross proceeds of issue*	$2,109,735
   Underwritten Amount	$1,200,000
   Record Date**	Wednesday, 19 April 2017
   Closing Dates**	Friday, 5 May 2017

3. Key indicative dates

   ACTION	Date**
   Announcement of Offer	Wednesday, 12 April 2017
   Cleansing Notice and Lodgement of Offer Document and Appendix 3B with ASX	Wednesday, 12 April 2017
   Notice sent to Shareholders	Thursday, 13 April 2017
   Ex Date	Tuesday 18 April 2017
   Record Date for determining Entitlements	Wednesday, 19 April 2017
   Offer Document despatched to Eligible Shareholders and Company announces despatch has been completed	Friday, 21 April 2017
   Closing Date	Friday, 5 May 2017
   Notification of under subscriptions	Wednesday, 10 May, 2017
   Shortfall Subscription Date	Thursday, 11 May 2017
   Issue date (with despatch of Holding Statements to follow)	Friday, 12 April 2017
   Commencement of normal trading of Shares on ASX	Monday, 15 May 2017

   * This amount may be slightly higher (by no more than $500) as a result of rounding up of fractional entitlements described in section 4.2 of this Offer document.

   **The above timetable is indicative only and subject to change. Subject to the ASX Listing Rules, the Directors reserve the right to vary these dates, including the Closing Date, without prior notice. The Directors may extend the period of the Offer or bring forward the Closing Date at their discretion. Any change to the Closing Date will have a consequential effect on other dates.

4. Director's Letter

5. Dear Shareholders

   On behalf of the Board, I am pleased to invite you to participate in this non-renounceable entitlement issue of one Share for every 2 Shares held in the Company at an issue price of

   $0.012 (1.2 cents) (Offer). The Offer is partially underwritten by KSLCorp Pty Ltd to a minimum subscription amount of $1,200,000 (100 million Shares).

   SER has a number of exciting projects to advance this year.

   The Saxby Gold Project in northwest Queensland has several high grade gold intersections that demand further attention. These include 9m @ 11.27g/t Au and 8m @ 15.1g/t Au. SER believes previous drilling by other explorers has not adequately tested the potential demonstrated by these intersections. SER plans to drill several vertical holes surrounding the best intersections to test the extent and continuity of high grade gold at Saxby.

   SER recently defined a JORC 2012 Inferred Mineral Resource at the Ambergate, the first of our Western Australia Heavy Mineral Sands Projects. The high grade (5.1% Heavy Minerals) Inferred Resource occurs at surface or shallow depths. The Ambergate resource has greatly increased SER's confidence that a significant Heavy Mineral Sands operation may be assembled by combining our five projects in the region.

   SER will also continue to support our investment in Ionic Industries Limited as Ionic moves toward commercialisation of innovative graphene technologies.

   I encourage all Shareholders to review closely our investor presentation issued on 27 February 2017 for more details on the Company's plans and activities. Copies of this presentation are available on the Company's website, on ASX's website or upon request from the Company at the relevant contact numbers set out in this Offer Document.

   Potential investors should be aware that subscribing for Shares involves a number of risks. The key risk factors of which investors should be aware are set out in section 6 of this Offer Document. Investors should carefully consider the risk factors that affect the Company specifically and the resources industry in which it operates.

   On behalf of the Board, I would like to thank you for your continued support and invite you to seriously consider this compelling investment opportunity.

   Yours Sincerely,

   Mr Stuart Rechner Director

   Strategic Energy Resources Limited