Appendix 3B New issue announcement Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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

Name of entity

Black Star Petroleum Limited

ABN

90 147 370 312

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

Ordinary Shares


2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

684,606,000


3 Principal terms of the

+securities (eg, 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)

Ordinary Fully Paid Shares

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement



4 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?
If the additional securities do not rank equally, please state:

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

Yes


5 Issue price or consideration $0.005 per Share
6 Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)

Funds will be used as outlined in the

Prospectus lodged on 1 August 2014.


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


6b The date the security holder resolution under rule 7.1A was passed

26 November 2013.


6c Number of +securities issued without security holder approval under rule 7.1

Nil


6d Number of +securities issued with security holder approval under rule 7.1A

Nil

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement



6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

Nil


6f Number of securities issued under an exception in rule 7.2

684,606,000 ordinary fully paid shares


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.

N/A


6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

N/A


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

Listing Rule 7.1 - 119,806,050

Listing Rule 7.1A - 79,870,700


7 Dates of entering +securities into uncertificated holdings or despatch of certificates

1 September 2014.

8 Number and +class of all
+securities quoted on ASX (including the securities in
section 2 if applicable)
9 Number and +class of all
+securities not quoted on ASX (including the securities in
section 2 if applicable)

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement



10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

N/A

Part 2 - Bonus issue or pro rata issue


11 Is security holder approval No
required?

12 Is the issue renounceable or non-renounceable?

Renounceable.


13 Ratio in which the +securities will be offered

Six (6) for every one (1) share subscribed for and issued.


14 +Class of +securities to which the offer relates

Ordinary Fully Paid Shares


15 +Record date to determine entitlements

11 August 2014


16 Will holdings on different No registers (or subregisters) be aggregated for calculating entitlements?

17 Policy for deciding entitlements in relation to fractions

Round up


18 Names of countries in which the entity has +security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

The issue is available to shareholders with registered addresses in Australia and New Zealand only


19 Closing date for receipt of acceptances or renunciations

25 August 2014

20 Names of any underwriters Partially underwritten by Garrison Equities

Pty Ltd.


21 Amount of any underwriting fee or commission

Nil but please note the Garrison Equities

Pty Ltd offset deed set out in Section

3.7(a) of the Prospectus. The Underwriter may appoint sub-underwriters, which they have done. Please see section 3.6 of the Prospectus.

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement



22 Names of any brokers to the issue

Garrison Equities Pty Ltd


23 Fee or commission payable to the broker to the issue

As above


24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders

N/A


25 If the issue is contingent on

+security holders' approval, the

date of the meeting

N/A


26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled

14 August 2014


27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

1 August 2014


28 Date rights trading will begin (if applicable)

7 August 2014


29 Date rights trading will end (if applicable)

18 August 2014


30 How do +security holders sell their entitlements in full through a broker?

Complete back of entitlement and acceptance form and send to broker.


31 How do +security holders sell part of their entitlements through a broker and accept for the balance?

Complete back of entitlement and acceptance form and send to broker together with rights to be accepted


32 How do +security holders dispose of their entitlements (except by sale through a broker)?

Complete a standard renunciation form (obtainable from broker or share registry) and send together with entitlement and acceptance form to the share registry.


33 +Despatch date 14 August 2014

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement


Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities
(tick one)
(a) Securities described in Part 1
(b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,

employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents


35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional

+securities held by those holders


36 If the +securities are +equity securities, a distribution schedule of the additional

+securities setting out the number of holders in the categories

1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
37 A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

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Entities that have ticked box 34(b) Appendix 3B New issue announcement


38 Number of securities for which

+quotation is sought

N/A


39 Class of +securities for which quotation is sought

N/A


40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?
If the additional securities do not rank equally, please state:

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

N/A


41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

N/A

42 Number and +class of all
+securities quoted on ASX (including the securities in clause
38)

+ See chapter 19 for defined terms.

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Quotation agreement

Appendix 3B New issue announcement

1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX

may quote the +securities on any conditions it decides.

2 We warrant the following to ASX.

The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

There is no reason why those +securities should not be granted

+quotation.

An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before

+quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ....Jonathan Hart.........Date: 18 August 2014............ (Company secretary)

== == == == ==

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement Appendix 3B - Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 - Issues exceeding 15% of capital

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue

99,100,000

Add the following:

• Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2

• Number of fully paid ordinary securities issued in that 12 month period with shareholder approval

• Number of partly paid ordinary securities that became fully paid in that 12 month period

Note:

• Include only ordinary securities here - other classes of equity securities cannot be added

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

Exception rule 7.2

684,606,000 pursuant to Prospectus dated 1

August 2014

With Shareholder Approval on 28 July 2014

10 March 2014 - 14,865,000 Shares to

GRIT.

10 March 2014 - 135,000 Shares to GRIT.

11 March 2014 - 1,000 Shares issued pursuant to a prospectus dated 11 March

2014.

Subtract the number of fully paid ordinary securities cancelled during that 12 month period

Nil

"A"

798,707,000

+ See chapter 19 for defined terms.

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+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

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Part 2 Appendix 3B New issue announcement

Rule 7.1A - Additional placement capacity for eligible entities

Step 1: Calculate "A", the base figure from which the placement

capacity is calculated

"A"

Note: number must be same as shown in

Step 1 of Part 1

798,707,000

Step 2: Calculate 10% of "A"

"D"

0.10

Note: this value cannot be changed

Multiply "A" by 0.10

79,870,700

Step 3: Calculate "E", the amount of placement capacity under rule

7.1A that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities - not just ordinary securities

• Include here - if applicable - the securities the subject of the Appendix

3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

"E"

Nil

+ See chapter 19 for defined terms.

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+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

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