Odyssey Energy : Entitlement Offer / Appendix 3B / S708AA

ASX ANNOUNCEMENT

17 March 2017

ENTITLEMENT OFFER

As previously announced on 1 March 2017, Odyssey Energy Limited ("Odyssey" or "Company") will undertake a 2 for 1 pro rata renounceable entitlement offer ("Entitlement Offer").

Under the terms of the Entitlement Offer, eligible shareholders will be entitled to acquire two (2) new ordinary shares ("New Shares") for every one (1) ordinary share held at the record date (being 23 March 2017). New Shares under the Entitlement Offer will be offered at $0.05 per share to raise up to

$10.92 million before costs.

The Offer Document together with an Entitlement and Acceptance Form are expected to be sent to eligible shareholders on 28 March 2017.

The Entitlement Offer is renounceable meaning eligible shareholders will be able to buy and sell their entitlements on market. If you acquire an entitlement on ASX when rights trading commences, you will not receive an Offer Document or an Entitlement and Acceptance Form in respect of the entitlement acquired. The process in place to exercise your entitlement is governed by the arrangements in place between you and your stockbroker, and may vary between stockbrokers. You should contact your stockbroker for instructions as to the most appropriate way to participate in the offers and to take up the entitlement you have acquired on ASX.

A revised Appendix 3B and s708AA Cleansing Notice is attached.

For enquiries, please contact:

Clint McGhie | Company Secretary

Tel: [phone]

ABN: 73 116 151 636 ASX:ODY

Level 9, BGC Centre, 28 The Esplanade, Perth WA 6000 Tel: [phone] Fax: [phone]

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, 04/03/13

Name of entity

ODYSSEY ENERGY LIMITED

ABN

73 116 151 636

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	Up to approximately 218,353,640 new shares (New Shares)
3	Principal terms of the +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)	Fully paid ordinary shares ranking equally with existing fully paid ordinary 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 +issue date 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	$0.05 each
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	To provide working capital to continue to progress its existing oil and gas leases and to pursue new opportunities in the oil and gas sector.
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	17 November 2016
6c	Number of +securities issued without security holder approval under rule 7.1	Nil

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6d	Number of +securities issued with security holder approval under rule 7.1A	Nil
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	Up to 218,353,640
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.	Not applicable
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	Not applicable
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	Rule 7.1 - 49,129,569 Rule 7.1A - 32,753,046
7	+Issue dates 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.	On or around 21 April 2017
Number	+Class
8	Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)	327,530,460	Ordinary Shares

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3