88 Energy : Cleansing Statement & Appendix 3B

20 September 2019

PLACEMENT

NOTICE UNDER SECTION 708A(5)(e) OF THE CORPORATIONS ACT

The Directors of the Company provide a notice for the purposes of section 708A(5)(e) of the Corporations Act 2001.

540,000,000 fully paid ordinary shares were issued to professional and sophisticated investors at an issue price of A$0.0125 under the Company's 10% Placement Capacity under Listing Rule 7.1A. The shares are part of a class of securities quoted on ASX and may be subject to a subsequent offer for sale.

The Company issued the Shares above without a disclosure document to investors under Part 6D.2 of the Corporations Act.

The Company, as at the date of this notice, has complied with:

1. the provisions of Chapter 2M of the Corporations Act; and
2. section 674 of the Corporations Act.

There is no excluded information, as defined in sections 708A(7) and 708A(8) of the Corporations Act, as at the date of this notice. An Appendix 3B in respect of the above securities issued is attached.

Yours faithfully

Dave Wall

Managing Director

88 Energy Ltd

Appendix 3B

New issue announcement

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

88 ENERGY LIMITED

ABN

80 072 964 179

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

Fully Paid Ordinary Shares

540,000,000

3	Principal	terms	of	the	Fully Paid Ordinary Shares
	+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)

+ See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 1

Appendix 3B

New issue announcement

1. 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:
2. • 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
3. Issue price or consideration
4. Purpose of the issue
   (If issued as consideration for the acquisition of assets, clearly identify those assets)

6a Is the entity an +eligible entity that 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

Yes

$0.0125 per share

Funds raised pursuant to a Placement to professional and sophisticated investors as per announcement lodged with ASX on 13 September 2019.

The Company intends to use the funds from the Placement to fund potential costs in respect of the Charlie-1 well above the Premier Oil carry, fund lease rental payments due on the Alaskan acreage, fund interest payments due on the Company's debt facility, fund new venture opportunities and finance the Company's ongoing working capital requirements and general administrative overheads.

Yes

+ See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B

New issue announcement

6b	The date	the security	holder	15 April 2019
	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
540,000,000
	with security	holder approval
	under rule 7.1A
6e	Number	of	+securities	issued
Nil
	with 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.

Nil

Yes

Date of Issue: 20 September 2019

Issue Price: $0.0125

75% of 15 Day VWAP: $0.0113

Source: Commsec

6h	If +securities were issued under	N/A
	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

949,731,049 under rule 7.1

93,731,049 under rule 7.1A

1,042,885,081 Total

7	+Issue dates	20 September 2019
	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.
		Number	+Class

+ See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

Appendix 3B

New issue announcement

8 Number and +class of all 6,871,540,324 +securities quoted on ASX

(including the +securities in section 2 if applicable)

Fully paid ordinary shares

Number +Class

9 Number and +class of all

+securities not 131,500,000 Unlisted options exercisable at $0.055 on or before 27

	quoted on ASX		October 2021
	(including	the
	+securities	in	22,000,000	Unlisted options exercisable at $0.05 on or before 27 October
	section	2	if		2021
	applicable)
				90,000,000	Unlisted options exercisable at $0.06 on or before 14 March
					2020
				10,000,000	Unlisted options exercisable at $0.03 on or before 31 July 2020
				21,900,000	Performance Rights (subject to vesting conditions)
				31,249,110	Performance Rights (subject to vesting conditions)
					(Employee)
10	Dividend
	N/A
	policy	(in	the
	case of a trust,
	distribution
	policy)	on	the
	increased
	capital
	(interests)

Part 2 - Pro rata issue

11 Is security holder approval N/A required?

12	Is the issue renounceable or non-	N/A
	renounceable?

13 Ratio in which the +securities N/A will be offered

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013