Real Energy : Share Purchase Plan Offer Booklet

Real Energy Corporation Ltd

ACN 139 792 420

Share Purchase Plan

Offer Booklet

The Offer closes at 5.00pm AEDST on 8th October 2020 and the Company reserves the right to close the Offer early.

This is an important document.

This document has been prepared by Real Energy Corporation Limited.

The Offer provides Eligible Shareholders or Security Holders with the opportunity to purchase additional Real Energy Shares without brokerage and transaction costs.

The Offer does not take into account the individual investment objectives, financial situation or particular needs of each Eligible Shareholder. Accordingly, before making a decision whether or not to accept the Offer, you should consult your financial or other professional adviser.

This document is not a prospectus or other disclosure document under the Corporations Act.

Level 3, 32 Walker Street

North Sydney NSW 2060

Telephone [phone]

1.	KEY OFFER INFORMATION
Key dates
Event		Date
Record Date	18 September 2020
Offer Date	21 September 2020
Offer opens	22 September 2020
Offer closes	8 October 2020
Issue of New Shares (Issue Date)	15 October 2020
Anticipated commencement of trading of New Shares on ASX	15 October 2020
Anticipated despatch of holding statements	16 October 2020

This timetable is indicative only and Real Energy may, at its discretion, vary any of the above dates (including closing the Offer early or postponing the close of the Offer) without notice.

Defined terms and abbreviations used in this document are set out in clause 21 of the Terms and Conditions in section 4.

Important notices

The offer contained in this document is not a recommendation to purchase Shares or New Shares in Real Energy. If you are in any doubt about the Offer, you should consult your financial or other professional adviser.

If you apply to participate in the Offer by completing and returning the Application Form with your application payment, you are accepting the risk that the market price of Real Energy's Shares may change between the Offer Date and the Issue Date. This means it is possible that, up to or after the Issue Date, you may be able to buy Shares at a lower price than the Offer Price.

The Offer of shares under the SPP is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, which grants relief from the requirement for the Company to provide prospectus disclosure concerning the SPP. This Offer Booklet does not constitute a Prospectus or Product Disclosure Statement and has not been lodged with ASIC. The issue of a Prospectus or Product Disclosure Statement is not required for the purpose of the SPP.

Participation in the Offer is not being offered, directly or indirectly, in the United States or to any person that is, or is acting for the account or benefit of, a US Person. This document and any related offering documents must not be mailed or otherwise transmitted or distributed in or into the United States or to any person that is, or is acting for the account or benefit of, a US Person.

Real Energy recommends that you monitor its announcements and the Share price, which can be found on the ASX website at www.asx.com.au(ASX code: RLE).

Questions

If you have any questions in relation to the Offer or how to complete the Application Form, please contact the Company, on [phone] or by email: [e-mail], or consult your financial or other professional adviser.

Important information for foreign shareholders

Release and distribution of the Offer

This document is not for distribution or release in jurisdictions outside of Australia, New Zealand and Hong Kong.

New Zealand

The New Shares are not being offered or sold to the public in New Zealand other than to existing Shareholders of the Company with registered addresses in New Zealand to whom the offer of such New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013.

The contents of this document have not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 or Financial Markets Conduct Act 2013 (New Zealand). This document is not a product disclosure statement, investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement, investment statement or prospectus under New Zealand law is required to contain.

Hong Kong

The contents of this document have not been reviewed by any Hong Kong regulatory authority. Shareholders in the jurisdiction of Hong Kong are advised to exercise caution in relation to the Offer. If you are in doubt about any contents of this document, you should obtain independent advice from your financial or other professional adviser.

2

2. CHAIRMAN'S LETTER TO SHAREHOLDERS

21 September 2020

Dear Shareholder,

Invitation to Participate in Share Purchase Plan Offer

Real Energy Corporation Limited (ACN 139 792 420) (Real Energy or the Company) announced on 15 July 2020 that it agreed subject to shareholder approval a merge with Strata X Energy effective creating new Company to be called Pure Energy Corporation Limited.

In order to provide all eligible Real Energy Shareholders or Securities holders with the ability to increase their shareholding, the Company is pleased to provide details of its Share Purchase Plan Offer (Offer or SPP) which was announced on 21 September 2020.

Under the SPP, Real Energy is giving Eligible Shareholders or Securities holders the opportunity to purchase up to $30,000 worth of fully paid ordinary shares in Real Energy (New Shares), irrespective of the size of their shareholding, without incurring brokerage or transaction costs. Applications may be made in increments of $1,000 for between $1,000 and $30,000 worth of New Shares. The New Shares will be issued, together with half an unlisted option with an expiry on 30 September 2022 at a 4 cents exercise price for each share subscribed. The pricing of the New Shares will be at the lowerof: (a) $0.020 (2.0 cents), and (b) a 10% discount to the volume weighted average price (VWAP) of Real Energy's Shares calculated over the last 10 days on which sales of Shares are recorded on the ASX up to and including the Closing Date.

Real Energy intends to raise $200,000 under the SPP which is not underwritten but reserves the right to increase or decrease the amount raised at its discretion. Real Energy also reserves the right to scale back applications under the SPP.

This Share Purchase Plan Offer booklet sets out the terms and conditions of the SPP. An Application Form for the SPP is included in this package.

Participation in the SPP is optional and is available exclusively to Shareholders who were registered as holders of Shares at 7.00pm AEST on the Record Date and whose registered address is in Australia, New Zealand or Hong Kong (Eligible Shareholders).

The proceeds raised under the SPP will be used for:

• Costs associated with Project Venus; and
• working capital purposes (including transaction costs) of the proposed merge with Strata-X Energy.

The Company suggests that Eligible holders read this Share Purchase Plan Offer promptly and if you decide to take up the Offer that you lodge you application as soon as possible, as the SPP is scheduled to close at 5.00pm AEDST on Thursday, 8 October 2020. Real Energy reserves the right to close the Offer early or postpone the close of the Offer.

It is important that each Eligible holders carefully reviews this Share Purchase Plan Offer as well as all Company information as announced to the ASX (www.asx.com.auunder ASX Code: RLE). Shareholders should seek independent and qualified legal and/or financial advice before making an investment.

If you have any questions in relation to the SPP or how to complete the Application Form, please contact the Company, on [phone] or by email: [e-mail], or consult your financial or other professional adviser.

Yours sincerely,

John Wardman

Chairman

3

3. FREQUENTLY ASKED QUESTIONS

Answers to some key questions that you may have about the Offer and should be read in conjunction with the Terms and Conditions in

are set out below. This table is qualified by section 4.

Question	Answer
What is the Offer?	The Offer enables Eligible Holders to apply to purchase up to $30,000 worth of ordinary
	shares in Real Energy without paying any brokerage or other charges.
Am I eligible to participate?	You are eligible to participate if you fulfil the criteria set out in clause 3 of the Terms and
	Conditions in section 4.
	You must have been a holder of Real Energy Shares or Securities including Options at 7.00pm
	AEST on Friday, 18th September 2020 (Record Date) and your registered address must be in
	Australia, New Zealand or Hong Kong (Approved Jurisdictions) for you to be eligible to
	participate.
	If you are a nominee or custodian holding Shares on behalf of one or more beneficial
	holders, you may also apply to purchase up to $30,000 worth of New Shares on behalf of
	each beneficial holder, subject to complying with the criteria set out in clause 9.2 of the
	Terms and Conditions in section 4.
Do I have to participate?	Participation is optional.
Can I transfer my	You cannot transfer your right to purchase New Shares under the Offer to anyone else.
entitlement to participate?
How do I apply?	To apply for New Shares under the Offer you can either:
	Option 1: Pay by cheque or money order. Complete and return the enclosed Application
	Form to the Company at the address shown on the Application Form with a cheque or
	money order (made payable to "Real Energy Corporation Ltd").
	Option 2: Make payment by direct deposit of funds into the following account:
	Account Name: Real Energy Corporation Ltd, BSB: 062 000, Account Number: 1361 7559,
	Reference: Enter your HIN/SRN as shown on the Application Form andcomplete the
	Application Form (including your receipt details) and forward it separately to the Company,
	at [e-mail] the address set out on the Application Form.
What is the maximum	The maximum investment for each Shareholder is $30,000.
investment for each	You may apply for New Shares under the Offer in $1,000 increments from a minimum of
Shareholder?	$1,000 up to a maximum of $30,000.
How many New Shares will	The number of New Shares you are allocated will be determined by dividing the application
I receive?	money that you pay by the Offer Price. Applications that successful will also receive unlisted
	options in Real Energy to buy shares at an exercise price of 4 cents each and expiring 30
	September 2022.
	The Offer Price will be the lowerof:
	(a) $0.020 (2.0 cents); and
	(b) a 10% discount to the volume weighted average price (VWAP) of Real Energy's Shares
	calculated over the last 10 days on which sales of Shares are recorded on the ASX up to
	and including the Closing Date, rounded down to the nearest one tenth of one cent.
	Therefore, the maximum Offer Price will be 2.0 cents per New Share. Real Energy will
	announce the final Offer Price on the Issue Date.
	If Real Energy receives applications in excess of $200,000, or if the aggregate number of New
	Shares applied for exceeds 10,000,000 Real Energy reserves the right to scale back
	applications. If applications are scaled back excess funds will be returned to applicants
	without interest.
What is the maximum	$200,000 is maximum that RLE can raise without approval of SXA under the Scheme
amount that will be raised?	Implementation Agreement.
What is the proposed use	Funds raised under the Offer will be used for:
of the funds raised?	• working capital purposes (including transaction costs) until completion of the proposed
	scheme of Arrangement with Strata- X Energy; and
	• Real Energy's share of costs for the drilling of Venus-1 well and flow testing.
When will I receive my New	New Shares and unlisted Options will be issued and allotted on Thursday, 15th October 2020
Shares?	(Issue Date). Holding statements will be despatched by Friday, 16th October 2020
When can I trade allocated	You can trade your New Shares after the Issue Date. However, it is your responsibility to
	4