Challenger Energy : Notice of general meeeting

CHALLENGER ENERGY LIMITED

(TO BE RENAMED "CHALLENGER EXPLORATION LIMITED") ACN 123 591 382

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME:	11:00 am (AEST)
DATE:	29 April 2019
PLACE:	33 Erskine Street, Sydney NSW 2000

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders 11:00 am (AEST) on 27 April 2019.

BUSINESS OF THE MEETING

AGENDA

• 1. RESOLUTION 1 - CHANGE TO NATURE AND SCALE OF ACTIVITIES

  To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

  "That, subject to and conditional upon the passing of all Essential Resolutions, for the purpose of ASX Listing Rule 11.1.2 and for all other purposes, approval is given for the Company to make a significant change to the nature and scale of its activities resulting from completion of the Proposed Acquisition of AEP Corporation Pty Limited, as described in the Explanatory Statement."

  Short Explanation: If successful, the Acquisition will result in the Company changing the nature and scale of its activities. ASX Listing Rule 11.1.2 requires the Company to seek Shareholder approval where it proposes to make a significant change to the nature and scale of its activities. ASX has also advised the Company that it will be required to re-comply with the requirements of Chapters 1 and 2 of the ASX Listing Rules in accordance with ASX Listing Rule 11.1.3. Please refer to the Explanatory Statement for details.

  Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed or any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

• 2. RESOLUTION 2 - CONSOLIDATION OF CAPITAL

  To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to and conditional upon the passing of all Essential Resolutions, pursuant to section 254H of the Corporations Act and for all other purposes, the issued capital of the Company be consolidated on the basis that:

• (a) the existing 389,466,818 Shares are consolidated into 77,893,364 Shares;

• (b) the existing 34,750,000 corresponding ratio; andOptionsareconsolidatedona

• (c) the existing 4,000,000 Performance Rights are consolidated on a corresponding ratio,

and, where this Consolidation results in a fraction of a Share, an Option, or a Performance Right being held, the Company be authorised to round that fraction up to the nearest whole Share, Option or Performance Right, as applicable."

1

• 3. RESOLUTION 3 - ISSUE OF CONSIDERATION SECURITIES TO AEP SHAREHOLDERS

  To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

  "That, subject to and conditional upon the passing of the all Essential Resolutions, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 180,000,000 Consideration Shares (on a post-Consolidation basis), 78,444,444 Consideration Options (on a post Consolidation basis) and 120,000,000 Consideration Performance Shares (on a post Consolidation basis) to the AEP Shareholders as consideration for the Proposed Acquisition on the terms and conditions set out in the Explanatory Statement."

  Short Explanation: The Company has entered into the Agreement pursuant to which the Company will acquire the 100% of the issued capital of AEP from the AEP Shareholders. The Company seeks Shareholder approval for the issue of the above Shares as consideration for the Proposed Acquisition in accordance with ASX Listing Rule 7.1.

  Voting Exclusion: The Company will disregard any votes cast in favour on this Resolution by AEP and any person who will obtain a benefit as a result of the Proposed Acquisition, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed, and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

• 4. RESOLUTION 4 - PUBLIC OFFER

  To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

  "That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 166,666,667 Public Offer Shares (on a post consolidation basis) on the terms and conditions set out in the Explanatory Statement."

  Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

• 5. RESOLUTION 5 - APPROVAL TO ISSUE SHARES ON CONVERSION OF LOANS FROM PITT STREET ABSOLUTE RETURN FUND PTY LTD AND SECO RESOURCE FINANCE PTY LTD

  To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 10,000,000 Shares (ona post-Consolidation basis) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

• 6. RESOLUTION 6 - ISSUE OF SHARES TO THE LEAD MANAGERS

  To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

  "That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 6,000,000 Shares (on a post-consolidation basis) to the lead managers of the Public Offer (or their nominees) on the terms and conditions set out in the Explanatory Statement."

  Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by the Lead Managers (or their nominees) and any person who will obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

• 7. RESOLUTION 7 - ELECTION OF DIRECTOR - MR KRIS KNAUER

  To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

  "That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of clause 13.3 of the Constitution and for all purposes, Mr Kris Knauer who being eligible and having given his consent to act, be elected as a director of the Company with effect on and from Settlement of the Proposed Acquisition."

• 8. RESOLUTION 8 - ELECTION OF DIRECTOR - MR FLETCHER QUINN

  To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of clause 13.3 of the Constitution and for all purposes, Mr Fletcher Quinn who being eligible and having given his consent to act, be elected as a director of the Company with effect on and from Settlement of the Proposed Acquisition."

• 9. RESOLUTION 9 - ELECTION OF DIRECTOR - MR SCOTT FUNSTON

  To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

  "That, subject to and conditional upon the passing of all Essential

  Resolutions, for the purposes of clause 13.3 of the Constitution and for all

  purposes, Mr Scott Funston, who being eligible and having given his

  consent to act, be elected as a director of the Company with effect on

  and from Settlement of the Proposed Acquisition."

• 10. RESOLUTION 10 - APPROVAL TO ISSUE SHARES - DEFERRED CONSIDERATION

  To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

  "That, for the purposes of ASX Listing Rule 7.1 and for all other purposes,

  approval is given for the Company to issue up to 245,000,001 Shares (on a

  post-Consolidation basis) on the terms and conditions set out in the

  Explanatory Statement."

  Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

• 11. RESOLUTION 11 - CHANGE OF COMPANY NAME

  To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:

  "That, subject to and conditional upon the passing of all Essential

  Resolutions for the purpose of Section 157(1)(a) of the Corporations Act

  and for all other purposes, approval is given for the name of the Company

  to be changed to Challenger Exploration Limited."

• 12. RESOLUTION 12 - ADOPTION OF PERFORMANCE RIGHTS PLAN

  To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purpose of ASX Listing Rule 7.2 (Exception 9) and for all other

purposes, approval is given to establish and adopt a performance rights

plan, being the Company's Performance Rights Plan, and to grant

performance rights and/or issue securities under that plan, on the terms

and conditions summarised in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a Director, other than any Director who is ineligible to participate in any employee incentive scheme in relation to the Company, and any associate of those Directors. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.