Pacific Energy : Appendix 3B - Options and Shares Issued

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

Pacific Energy Limited

ABN

22 009 191 744

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. Fully Paid Ordinary Shares (PEA)

2. Fully Paid Ordinary Shares (PEA)

3. Unquoted Options (PEAAI)

4. Unquoted Options (PEAAI)

1 +Class of +securities issued or to be issued

1. 100,000 Ordinary Shares

2. 16,226 Ordinary Shares

3. 1,000,000 Unquoted Options

4. 1,000,000 Unquoted Options

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

2. Fully Paid Ordinary Shares on the same terms as those currently on issue.

3. Fully Paid Ordinary Shares on the same terms as those currently on issue.

4. Unquoted Options exercisable at $0.80 each on or before 31 March 2021 (vesting on 10 May 2019)

5. Unquoted Options exercisable at $0.90 each on or before 31 March 2022 (vesting on 10 May 2020)

6. 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)

   1) & 2) Yes

   3) & 4) No (options are unlisted)

7. 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

5	Issue price or consideration	1)	100,000 Ordinary shares issued at
$0.60 per share
2)	Nil
3)	Nil
4)	Nil

6	Purpose of the issue	1)	Ordinary Shares issued upon	the
(If issued as consideration for the	exercise of unlisted options expiring 30
acquisition of assets, clearly	June 2017.
identify those assets)	2)	Ordinary Shares issued to one Eligible
Person upon the exercise of
Performance Rights
3)	Employee Incentive Options issued to
the new General Manager as approved
by the directors
4)	Employee Incentive Options issued to
the new General Manager as approved
by the directors

6a Is the entity an +eligible entity that No 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

N/A

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

N/A

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

N/A

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

N/A

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

N/A

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

N/A

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

12 May 2017

1. Dates of entering +securities into uncertificated holdings or despatch of certificates

   Number	+Class
   371,127,225	Ordinary Shares (PEA)

2. Number and +class of all

   +securities quoted on ASX (including the securities in section 2 if applicable)

   Number	+Class
   7,600,000	Unquoted Options
   (PEAAI)
   As follows:
   600,000	@$0.60 expiry 30/6/2017
   1,000,000	@$0.55 expiry 2/6/2020
   2,000,000	@$0.60 expiry 2/6/2020
   2,000,000	@$0.65 expiry 2/6/2020
   1,000,000	@$0.80 expiry 31/3/2021
   1,000,000	@$0.80 expiry 31/3/2022
   76,690	Unquoted fully vested
   	Performance Rights

3. Number and +class of all

   +securities not quoted on ASX (including the securities in section 2 if applicable)

   No change

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

   Part 2 - Bonus issue or pro rata issue

   N/A

5. Is security holder approval required?

   N/A

6. Is the issue renounceable or non- renounceable?

   N/A

7. Ratio in which the +securities will be offered

N/A

14 +Class of +securities to which the offer relates

N/A

15 +Record date to determine entitlements

N/A

1. Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

   N/A

2. Policy for deciding entitlements in relation to fractions