Galilee Energy : Issue of Share Purchase Plan

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4 March 2022

Dear Shareholder

Re: Share Purchase Plan

Galilee Energy Limited ACN 064 957 419 (Company) announced on 24 February 2022 a $11.8 million placement to institutional and sophisticated investors at an issue price of A$0.32 per Share (Placement).

In addition to the Placement, Galilee has received commitments from certain Company directors for a further A$440,000 Shares on the same terms as the Placement, which will be subject to first obtaining Shareholder approval (Director Placement).

Your Directors are pleased to offer you the opportunity to subscribe for up to $30,000 of additional fully paid ordinary shares in the capital of the Company (Shares) pursuant to a share purchase plan (SPP) at the same issue price as the Placement.

The A$0.32 issue price represents a 14.1% discount to the volume average market price of Shares traded on ASX in the 10 days on which sales of the Shares were recorded by ASX Limited prior to the close of trading on 22 February 2022.

Proceeds from the Placement and SPP will be applied to a new 5-well drilling programme to accelerate pressure drawdown and initiate gas desorption at Glenaras to achieve commercial gas production in support of a material maiden reserve booking, for general working capital and for costs of the SPP and Placement.

Details of the Company's current activities are set out in the announcements made by the Company to the ASX and are available on the Company's website at:

https://galilee-energy.com.au/

The SPP is offered to Shareholders who are recorded in the Company's register of members as at 7pm (Sydney time) on 23 February 2022 as holding Shares and whose registered address is recorded as being in Australia or New Zealand (Eligible Shareholders).

The SPP provides Eligible Shareholders with the opportunity to increase smaller holdings into larger and more financially viable parcels and expand Shareholdings without the cost of brokerage or commission.

The Company also intends to offer successful applicants in the SPP (Participants) the ability to subscribe for one (1) option to acquire a Shares on the basis of every one (1) Share issued to the Participant under the SPP, with an exercise price of $0.48 per Share and expiry of 4 September 2023 (Options), for nil additional consideration.

A: Level 6, 167 Eagle Street, Brisbane QLD 4000 /	GALILEE ENERGY LIMITED
P: GPO Box 1944, Brisbane QLD 4001 /
ABN: 11 064 957 419
T: [phone] /	ASX: GLL
E: [e-mail]	www.galilee-energy.com.au
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The SPP will open on 4 March 2022 and is scheduled to close at 5pm (Sydney time) on 4 April 2022 with Shares expected to be allotted on 11 April 2022.

This SPP is optional, and the offer is non-renounceable. Accordingly, Eligible Shareholders cannot transfer to other parties their right to subscribe for Shares pursuant to the SPP. All Shares issued pursuant to the SPP will rank equally with the existing ordinary shares of the Company and will carry the same rights.

If you wish to participate in the SPP, you can choose either of the following payment methods:

• payment by BPAY® - please refer to the Biller code and Reference number on the application form and contact your participating financial institution to make your payment. You are not required to return the application form; or
• payment by cheque - please complete the attached application form and submit it together with your cheque to the mailing instructions included on the application form.

Full details of the SPP are set out in the attached Terms and Conditions. You should read the Terms and Conditions before making a decision regarding your participation in the SPP. Contact your professional adviser if you are uncertain as to what action you should take.

For the avoidance of doubt, the offer of Options will be made to Participants in the SPP pursuant to a distinct offer to be contained in a prospectus to be sent to those Participants in due course. If the Company does not, for any reason, proceed with the issue of Options (whether due to regulatory restrictions or otherwise), no Participant in the SPP will be entitled to receive, or call for the return of, any subscription monies paid by them under the SPP.

If you have any questions in relation to the SPP, please contact the Company Secretary on 07 3177 9970 (from within Australia) or [phone] (from outside Australia) or by email at [e-mail]

Yours sincerely

Ray Shorrocks

Chairman

Galilee Energy Limited

www.galilee-energy.com.au

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Galilee Energy Limited

ACN 064 957 419

Share Purchase Plan

Terms and Conditions

4 March 2022

Offer

Galilee Energy Limited ACN 064 957 419 (Company) is offering certain eligible shareholders the opportunity to purchase up to A$30,000 of fully paid ordinary shares in the capital of the Company (Shares) by way of a share purchase plan (SPP).

The price per Share under the SPP (SPP Price) being offered is A$0.32. This is the same issue price as the Shares issued to institutional and sophisticated investors under the private placement announced on 24 February 2022. The SPP Price represents a 14.1% discount to the Company's 10 day volume weighted average price of Shares traded in the ordinary course on ASX prior to the close of trading on 22 February 2022.

The SPP is being conducted under ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (ASIC Instrument).

Eligibility

All shareholders who are recorded in the Company's register of members as at 7pm (Sydney time) on 23 February 2022 (Record Date) as being holders of Shares and whose registered address is recorded as being in Australia or New Zealand (Eligible Shareholders), are eligible to participate in the SPP.

The Company has determined that it is unlawful or impractical for the SPP to be offered to a shareholder whose address on the register of members is a country outside of Australia or New Zealand.

Participation in the SPP by acceptance of the offer:

1. is optional for Eligible Shareholders; and
2. is subject to these Terms and Conditions.

Subscription

The ASIC Instrument prohibits the Company issuing Shares in accordance with this SPP if the aggregate subscription amount to be paid by an Eligible Shareholder, together with the aggregate amount paid for any other Shares applied for by that Eligible Shareholder or which a custodian has been instructed to acquire under the SPP on their behalf, or any similar arrangement operated by the Company in the 12 months before the date the application is made, exceeds A$30,000.

Eligible Shareholders may subscribe for any one of the following parcels (subject to any scale back described below):

		Subscription	Shares to be
		Amount	allotted
			calculated at
			the SPP Price
	Minimum		6,250
	application	A$2,000
		A$5,000	15,625
		A$10,000	31,250
		A$15,000	46,875
		A$20,000	62,500
		A$25,000	78,125
	Maximum		93,750
	application	A$30,000

No Eligible Shareholder may be issued Shares if the aggregate application price for those Shares, together with the aggregate amount paid for any other Shares applied for by that Eligible Shareholder or which a custodian has been instructed to acquire under the SPP on behalf of the Eligible Shareholder, or any similar arrangement operated by the Company in the 12 months before the date the application is made, exceeds A$30,000. Any applications from Eligible Shareholders which results in this limit being exceeded will be read down. Any surplus funds will be returned to such Eligible Shareholders without interest.

Important dates

The timetable below is indicative only and subject to change. The Company reserves the right to alter the dates at its discretion and without prior notice, subject to ASX Listing Rules and the Corporations Act 2001.

	Record Date		23 February 2022
	SPP Offer opens &
	SPP Offer Booklet	4 March 2022
	despatched
	Closing Date for		4 April 2022
	applications
	Results of SPP		8 April 2022
	Announced
	Issue of SPP	11 April 2022
	shares
	SPP Shares	11 April 2022
	commence trading
	on ASX

Offers non-renounceable

Offers made under the SPP are non-renounceable. Eligible Shareholders cannot transfer their right to other parties to subscribe for Shares under the SPP. Acquisition by an Eligible Shareholder of additional Shares or a new separate holding of Shares before the Closing Date, will not give rise to any additional right to subscribe for Shares under this SPP offer.

Single Eligible Shareholders

Eligible Shareholders that receive more than one offer under the SPP, for example due to multiple registered holdings, may only apply for an aggregate of up to A$30,000 worth of Shares (one maximum parcel).

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2.

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Joint Eligible Shareholders

Eligible Shareholders that are recorded on the Share register with one or more other persons as the joint holder of Shares are considered to have a single registered holding for the purpose of the SPP. If the same joint holders receive more than one offer under the SPP due to multiple holdings, the joint holders may only apply for an aggregate of up to A$30,000 worth of Shares (one maximum parcel).

Custodians, trustees and nominees

A custodian, trustee or nominee within the definition of "custodian" in the ASIC Instrument, or in any other ASIC relief granted to the Company in relation to the SPP (Custodian) who holds Shares on behalf of one or more persons who were resident in Australia or New Zealand on the Record Date (Participating Beneficiary), may apply for up to a maximum of A$30,000 worth of Shares for each Participating Beneficiary, subject to providing notice in writing to the Company (by way of Custodian Certificate) certifying the following:

1. that either or both of the following apply (as applicable):
2. 1. that on the Record Date, the Custodian held Shares on behalf of one or more Participating Beneficiaries that are not custodians;
   2. that on the Record Date another Custodian (Downstream Custodian) held beneficial interests in Shares on behalf of one or more other persons (each a Participating Beneficiary), and the Custodian holds the Shares to which those beneficial interests relate on behalf of the Downstream Custodian or another Custodian;
3. that each Participating Beneficiary has subsequently instructed the Custodian or the Downstream Custodian (as applicable) to apply for Shares on their behalf under the SPP;
4. the number of Participating Beneficiaries;
5. the name and address of each Participating Beneficiary;
6. the number of Shares that the Custodian holds on behalf of each Participating Beneficiary;
7. the number or dollar amount of Shares which each Participating Beneficiary has instructed the Custodian, either directly or indirectly through another Custodian, to apply for on their behalf;
8. that there are no Participating Beneficiaries in respect of which the total of the application price exceeds A$30,000 worth of Shares, calculated by reference to Shares applied for by the Custodian on behalf of each Participating Beneficiary under:
9. 1. the SPP; and
   2. any other Shares issued to the

Custodian	as custodian in the
12 months	before	the	Custodian's
application	under	an	arrangement

similar to the SPP,

in each case, as a result of an instruction given by the Participating Beneficiary to the Custodian, either directly or indirectly through another Custodian, to apply for Shares on their behalf;

1. that a copy of these Terms and Conditions was given to each Participating Beneficiary;
2. where Shares are held by the Custodian on behalf of the Participating Beneficiary indirectly, through one or more Custodians who hold beneficial interests in the Shares held by it in relation to each Participating Beneficiary (Interposed Custodians), the name and address of each Interposed Custodian; and
3. any such additional or varied information as might be required under any more specific ASIC relief that might be granted to the Company in relation to the SPP.

The offer under this SPP is made to the Custodian as the registered holder, not to the beneficiaries directly.

For the purposes of these Terms and Conditions, a Custodian is as defined in the ASIC Instrument.

If the Shares are held as a trustee or nominee for another person, but are not a Custodian as defined in the ASIC Instrument, that holder cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings apply.

Custodians requiring a Custodian Certificate or further information on how to apply, should contact the Company's share registry, Computershare Investor Services Pty Limited, on 1300 850 505 (callers within Australia) or [phone] (callers outside Australia).

Overseas shareholders

This SPP does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

The SPP is not being extended to, and Shares will not be allotted to, Shareholders with a registered address which is outside Australia or New Zealand.

The Shares have not been, and will not be, registered under the US Securities Act of 1933 (U.S. Securities Act) or the securities laws of any state or other jurisdictions in the United States, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any applicable U.S state securities laws. Shareholders who have beneficiaries that are not resident in Australia or New Zealand should consult their professional advisors to determine whether any government or other consents are required or whether formalities need to be observed to allow them to accept their entitlement.

Agreement

Eligible Shareholders may only acquire up to a maximum of A$30,000 of Shares under an SPP or similar plan in any 12-month period (as prescribed by the ASIC Instrument).

By making payment via BPay®, the Eligible Shareholder represents and certifies:

1. the aggregate of the application price paid for:

3.

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1. the Shares the subject of the payment; and
2. any other Shares applied for or which a Custodian has been instructed to acquire under the SPP, or any similar arrangement operated by the Company in the 12 months before the date of application,

does not exceed A$30,000 (except when applying as a Custodian for one or more beneficiaries);

1. to the extent its application exceeds the amount referred to in paragraph (a) above, it authorises the Company (and its officers and agents) to treat its application as being for such lesser amount of Shares as is permitted by the ASIC Instrument;
2. it is, and each person on whose account or benefit it is acting is, a holder of Shares and eligible to participate in the SPP;
3. it agrees generally to otherwise be bound by these Terms and Conditions and the terms set out on the application form;
4. it is in compliance with all relevant laws and regulations;
5. it has not, and agrees that it will not, send any materials relating to the SPP to any person in the United States or any other country outside Australia and New Zealand; and
6. it authorises the Company to place its name on the register of members in respect of the Shares which are issued to the Eligible Shareholder under the SPP offer and agrees to be bound by the constitution of the Company.

The Company reserves the right and in certain circumstances may be required by the ASIC Instrument or other conditions, to read down, or reject, any application for Shares to the extent it considers that the application (whether alone or in conjunction with other applications) does not comply with these Terms and Conditions or any statute, law, regulation, statutory instrument or the ASX Listing Rules.

Acceptance

Payment may only be made via BPay® or cheque, in accordance with the instructions contained in the enclosed application form. Applications will only be open for acceptance on and from 4 March 2022 (Opening Date). To be valid, payment via BPay® or cheque must be received by the Company before 5pm (Sydney time) on 4 April 2022 (Closing Date). Applications received after that time will not be accepted.

An application form does not need to be returned if payment is made via BPay® and such payment will deemed to constitute an application. Eligible Shareholders must use the unique Biller Code (in the case of BPay®) and unique payment reference shown on the Eligible Shareholder's personalised application form as their payment reference / description when processing their BPay® payment. Failure to do so may result in an Eligible Shareholder's funds not being allocated to their application and any Shares applied for subsequently not being issued.

Once an application is received, the application and associated payment under the SPP may not be withdrawn and the interest (if any) accruing on the application money will accrue and be payable to the Company.

Calculation of number of Shares to be issued

In the absence of scale back, and subject to an application not being read down, or rejected, due to an Eligible Shareholder's application exceeding the A$30,000 maximum limit provided for by the ASIC Instrument, the number of Shares to be issued will be calculated by dividing the application money received via BPay® by the issue price of Shares under the SPP, then rounding up to the nearest whole Share.

Scale back

The Company is targeting to raise A$3,000,000 under the SPP, however the Company reserves absolute discretion regarding the final amount raised under the SPP. If total demand for the SPP exceeds A$3,000,000, the Company reserves the right to close the SPP early and / or scale back applications (or to increase the amount raised) in its absolute and sole discretion (subject to the maximum amount permitted under the ASX Listing Rules). If the Company scales back applications, Eligible Shareholders will receive the number of Shares determined by the Company in its absolute discretion (which may be less than the number of Shares applied for). In that event, the number of Shares to be allotted will be rounded up to the nearest whole number of Shares.

If the Company undertakes a scale back, Eligible Shareholders will receive the number of Shares determined by the Company in its absolute discretion which may be less than the parcel of Shares which was applied for. In this case, the difference between the application money received and the number of Shares allocated to the Eligible Shareholder multiplied by the issue price, may be refunded by direct credit (to a nominated account if recorded on the Company's share register) or cheque as soon as practicable without interest.

Price risk

There is a risk that the market price of Shares may change between the date of this offer and the issue date. This means that for the same aggregate application amount, the number of Shares acquired by an Eligible Shareholder under the SPP may be lower than the number of Shares that may be acquired on the market on the date that the Shares are issued.

This offer is not made under a prospectus or other disclosure document. Accordingly, Shareholders must rely on their own knowledge of the Company and previous disclosures made by the Company on ASX.

Issue of Shares

Shares issued under the SPP will rank equally in all respects with all other fully paid ordinary shares in the Company on the date of issue.

Costs of participation

No brokerage, commissions or other transaction costs will be payable by Eligible Shareholders in respect of the application for, and issue of Shares under, the SPP.

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