ACN OFFER DOCUMENT

Transcription

1 ACN OFFER DOCUMENT For a renounceable pro-rata entitlement offer of New Shares at an issue price of $0.05 each, on the basis of two (2) New Shares for every one (1) Share held on the Record Date (Entitlement Offer). This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its content or are in doubt as to the course you should follow, you should consult your stockbroker or other professional adviser without delay. This Offer Document is not a prospectus. It does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding, or about the rights attaching to, the New Shares offered by this Offer Document. The Entitlement Offer opens at 10.00am (Perth time) on 28 March 2017 and closes at 5:00pm (Perth time) on 12 April Valid acceptances must be received before the Entitlement Offer closes. Please read the instructions in this document and on the accompanying Entitlement and Acceptance Form regarding the acceptance of your Entitlement. NOT FOR RELEASE INTO THE UNITED STATES OR TO U.S. PERSONS OR IN ANY JURISDICTION WHERE THIS DOCUMENTATION DOES NOT COMPLY WITH THE RELEVANT REGULATIONS

2 IMPORTANT INFORMATION This Offer Document is issued pursuant to section 708AA of the Corporations Act 2001 (Cth) (as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84) for the offer of New Shares without disclosure to investors under Part 6D.2 of the Corporations Act. This Offer Document has been prepared by Odyssey Energy Limited ABN and was lodged with ASX on 17 March ASX takes no responsibility for the content of this Offer Document. This Offer Document is not a prospectus and does not contain all of the information that an investor would find in a prospectus or which may be required by an investor in order to make an informed investment decision regarding, or about the rights attaching to, New Shares. Nevertheless, this Offer Document contains important information and requires your immediate attention. It should be read in its entirety. If you are in any doubt as to how to deal with this Offer Document, you should consult your professional adviser as soon as possible. No person is authorised to give any information or to make any representation in connection with the Offers which is not contained in this Offer Document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offers. Eligibility Applications for New Shares by Eligible Shareholders can only be made on an original Application Form, as sent with this Offer Document. The Application Form sets out an Eligible Shareholder's Entitlement to participate in the Offers. If a person acquires an Entitlement on ASX, they will not receive an Offer Document or an Entitlement and Acceptance Form. The process in place for a person to exercise an Entitlement acquired on ASX is governed by the arrangements in place between that person and their stockbroker, and may vary between stockbrokers. Those people who acquire Entitlements on ASX should contact their stockbroker for instructions as to the most appropriate way to participate in the Offers and to take up their Entitlement. No updates to Offer Document The information in this Offer Document may not be complete and may be changed, modified or amended at any time by the Company, and is not intended to, and does not, constitute representations and warranties of the Company. Neither the Company, nor any other advisor of the Company intends to update this Offer Document or accepts any obligation to provide the recipient with access to information or to correct any additional information or to correct any inaccuracies that may become apparent in the Offer Document or in any other information that may be made available concerning the Company. Potential investors should conduct their own due diligence investigations regarding the Company. Overseas shareholders The Offers are not being extended, any New Shares will not be issued, to Shareholders with a registered address which is outside Australia or New Zealand. It is not practicable for the Company to comply with the securities laws of overseas jurisdictions (other than those mentioned above) having regard to the number of overseas Shareholders, the number and value of New Shares those Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. No action has been taken to permit the offer of New Shares under this Offer Document in any jurisdiction other than Australia or New Zealand. The distribution of this Offer Document in jurisdictions outside Australia or New Zealand may be restricted by law and therefore persons outside of Australia or New Zealand and into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. Applications from Shareholders with a registered address in a jurisdiction other than Australia or New Zealand will not be accepted. This Offer Document does not constitute an offer of New Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Offer Document. 2

3 Notice to nominees and custodians Shareholders resident in Australia or New Zealand holding Shares on behalf of persons who are resident in other jurisdictions are responsible for ensuring that taking up any New Shares does not breach regulations in the relevant jurisdiction. Return of a duly completed Application Form will be taken by the Company to constitute a representation that there has been no breach of those regulations. Speculative investment An investment in New Shares should be considered highly speculative. Refer to Section 3 for details of the key risks applicable to an investment in the Company. Persons wishing to apply for New Shares should read this Offer Document in its entirety in order to make an informed assessment of the assets and liabilities, financial position and performance, profits and losses and prospects of the Company and the rights and liabilities attaching to New Shares. This Offer Document does not take into account the investment objectives, financial or taxation or particular needs of any Applicant. Before making any investment in the Company, each Applicant should consider whether such an investment is appropriate to his/her particular needs, their individual risk profile for speculative investments, investment objectives and individual financial circumstances. If persons considering applying for New Shares have any questions, they should consult their stockbroker, solicitor, accountant or other professional adviser. There is no guarantee that New Shares will make a return on the capital invested, that dividends will be paid on the New Shares or that there will be an increase in the value of the New Shares in the future. Privacy The Company collects information about each Applicant provided on an Application Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant s security holding in the Company. By submitting an Application Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Application Form for the purposes detailed in this Offer Document and may disclose it for those purposes to the Share Registry, the Company s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities. If you do not provide the information required on the Application Form, the Company may not be able to accept or process your Application. An Applicant has a right to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company s registered office. Website No document or information included in the Company's website is incorporated by reference into this Offer Document. Currency All financial amounts contained in this Offer Document are expressed as Australian dollars unless otherwise stated. Rounding Any discrepancies between totals and sums and components in tables contained in this Offer Document are due to rounding. Glossary Defined terms and abbreviations used in this Offer Document are detailed in the glossary of terms in Section 5. 3

4 TABLE OF CONTENTS Section Contents Page 1. Details of the Offer Action Required by Shareholders Risk Factors Rights attaching to New Shares Defined Terms

5 INDICATIVE TIMETABLE Event Date Announcement of Entitlement Offer Wednesday, 1 March 2017 Lodgement of Offer Document, Appendix 3B and Cleansing Notice with ASX Friday, 17 March 2017 Notice of Offer sent to Shareholders Tuesday, 21 March 2017 Shares quoted on an Ex basis and Rights trading commences Wednesday, 22 March 2017 Record Date for determining Entitlements (5:00pm (Perth time)) Thursday, 23 March 2017 Offer Document and Application Forms despatched to Eligible Shareholders Tuesday, 28 March 2017 Opening Date of Offer Tuesday, 28 March 2017 Rights trading ends Wednesday, 5 April 2017 Closing Date of Offer (5:00pm (Perth time)) Wednesday, 12 April 2017 Notification of Shortfall Wednesday, 19 April 2017 Anticipated date for issue of the Securities Friday, 21 April 2017 Anticipated date for dispatch of holding statements Monday, 24 April 2017 Issue of Shortfall No later than 12 July 2017 This timetable is indicative only and subject to change * Subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer. Any extension will have a consequential effect on the anticipated date of issue for the Securities. 5

6 1. Details of the Offer 1.1 The Entitlement Offer The Company is making a renounceable pro-rata entitlement offer of New Shares at an issue price of $0.05 each, on the basis of two (2) New Shares for every one (1) Share held on the Record Date, in accordance with section 708AA of the Corporations Act, to raise approximately $10.92 million (before costs) (Entitlement Offer). The proceeds from the Offers will be used by the Company to improve the Company s ability to progress and expand its existing project base and attract new business opportunities in the oil and gas sector, as outlined in Section 1.2. As at the Record Date, the Company expects to have on issue 109,176,820 Shares. Assuming the Entitlement Offer is fully subscribed, up to approximately 218,353,640 New Shares will be issued under the Entitlement Offer. Where the determination of the Entitlement of any Eligible Shareholder results in a fraction of a New Share, such fraction will be rounded down to the nearest whole New Share. All of the New Shares will rank equally with the Shares on issue at the date of this Offer Document. Refer to Section 4 for a summary of the rights attaching to New Shares. 1.2 Use of funds If fully subscribed, the Offers will raise approximately $10.92 million (before costs). The funds raised from the Offers are proposed to be applied as follows over a two year period: Description of Cash Outflows Amount (A$) Exploration activities on current project and any new projects acquired 4,450,000 Identification of new business opportunities and projects (including due diligence costs, legal costs, travel costs and consultant fees) 1,740,000 Corporate and administrative costs 1,140,000 Costs of the Offers 305,000 Working capital 3,282,682 Total funds raised under the Offers 10,917,682 Actual expenditure may differ significantly from the above estimates due to a number of factors including market conditions, the development of new opportunities and other factors (including the risk factors outlined in Section 3). If less than $10.92 million is raised pursuant to the Offers, the Company will firstly pay the associated expenses of the Offers and then scale back funds available for the identification and acquisition of new business opportunities and projects and then, if required, scale back funds available for working capital and exploration activities. 6

7 1.3 Entitlements and acceptance The Entitlement of Eligible Shareholders to participate in the Entitlement Offer is determined on the Record Date. Your Entitlement is shown on the Entitlement and Acceptance Form accompanying this Offer Document. Acceptance of a completed Entitlement and Acceptance Form and Application Monies by the Company creates a legally binding contract between the Applicant and the Company for the number of New Shares accepted by the Company. The Entitlement and Acceptance Form does not need to be signed to be a binding acceptance of New Shares. If the Entitlement and Acceptance Form is not completed correctly it may still be treated as valid. The Directors decision as to whether to treat the acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final. 1.4 Minimum subscription There is no minimum subscription for the Entitlement Offer. 1.5 Opening and closing dates The Entitlement Offer opens on the Opening Date, namely 28 March The Company will accept Entitlement and Acceptance Forms from Eligible Shareholders until 5:00pm (Perth time) on the Closing Date, namely 12 April 2017, or such other date as the Directors in their absolute discretion shall determine, subject to the Listing Rules. Please note that payment made by BPAY must be received no later than 2.00pm (Perth time) on the Closing Date. It is the responsibility of all Eligible Shareholders to ensure that their BPAY payments are received by the Company on or before the Closing Date. 1.6 Entitlements trading Entitlements are renounceable, which means that Eligible Shareholders who do not wish to exercise all or a portion of their Entitlements may choose to sell their Entitlements on ASX. Information on how Entitlements may be sold on ASX is detailed in Section 2. Rights trading is scheduled to commence on ASX on 22 March 2017 and cease on 5 April Shortfall Securities The Entitlement Offer is not underwritten. In the event that not all Shareholders accept their full Entitlement pursuant to the Entitlement Offer, the Directors reserve the right, subject to any restrictions imposed by the Corporations Act and the Listing Rules to issue the Shortfall Shares at their sole discretion. See Section 1.8 for further details of the Shortfall Offer. 1.8 Shortfall Offer In the event that the Entitlement Offer is not fully subscribed, the Directors reserve the right, subject to any restrictions imposed by the Corporations Act and Listing Rules, to issue the Shortfall Shares at their sole discretion (Shortfall Offer). The Shortfall Offer is a separate offer made pursuant to this Offer Document and may remain open after the Closing Date. The issue price of the Shortfall Shares will be $0.05 each, being the same price as the New Shares being offered under the Entitlement Offer. 7

8 Applications for Shortfall Shares can only be made by completing and returning the Shortfall Application Form which will be sent with this Offer Document to the parties to whom the Company makes Shortfall Offers. The Shortfall Offer will open following the Closing Date and remain open until it is closed by the Directors. Shortfall Shares will not be issued more than 3 months after the Closing Date. In relation to the Shortfall Offer, the Company reserves the right to issue to an Applicant a lesser number of Shares than the number applied for in the Shortfall Application Form, reject an application or not proceed with the issuing of the Shortfall Shares or part thereof. If the number of Shortfall Shares issued is less than the number applied for in the Shortfall Application Form, surplus Application Monies will be refunded in full. Interest will not be paid on Application Monies refunded. A broker placement fee of up to 2% (plus GST) may be paid on funds raised under the Shortfall Offer. 1.9 Capital structure on completion of the Offers Number of Shares Balance at the date of this Offer Document 109,176,820 To be issued under the Offers (1) 218,353,640 Balance after the Offers 327,530,460 (1) The maximum number of New Shares to be issued under the Offers and assumes that the Offers are fully subscribed Dilution and effect on the control of the Company Shareholders should note that if they do not participate in the Entitlement Offer, their holdings are likely to be diluted by approximately 67% (as compared to their holdings and number of Shares on issue as at the date of this Offer Document). Examples of how the dilution may impact Shareholders are detailed in the table below: Holder Example Shareholder 1 Example Shareholder 2 Example Shareholder 3 Example Shareholder 4 Example Shareholder 5 Shareholding as at Record Date % at Record Date Entitlements under the Entitlement Offer Shareholdings if Entitlement Offer not taken up % post Entitlement Offer (1) 1,000, % 2,000,000 1,000, % 500, % 1,000, , % 150, % 300, , % 50, % 100,000 50, % 5, % 10,000 5, % (1) The dilutionary effect shown in the table is the maximum percentage on the assumption that those Entitlements are not accepted are placed under the Shortfall Offer. If all Entitlements are not accepted and some or the entire resulting Shortfall was not subsequently placed, the dilution effect for each Shareholder not accepting their Entitlement would be a lesser percentage. Whilst a Nominee has been appointed to sell the Entitlements of Ineligible Shareholders, this appointment is not under section 615 of the Corporations Act. Accordingly, the exemption to the 20% takeovers threshold under item 10 of section 611 of the Corporations Act is not available to Eligible Shareholders taking up their Entitlement under the Entitlement Offer. 8

9 No New Shares will be issued to any Applicant if, in the view of the Directors, to do so would increase that Applicant's voting power in the Company above 19.9% or otherwise result in a breach of the Listing Rules, the Corporations Act or any other applicable law. The Offers are not expected to give rise to control implications for the Company albeit that the effect of the Offers on the voting power in the Company, for the purposes of the Corporations Act, is dependent upon the number of New Shares and Shortfall Shares taken up Directors' interests and participation The relevant interest of each Director in the securities of the Company as at the date of this Offer Document, together with their respective Entitlements, is detailed in the table below: Director Shares Held Entitlement (Number of New Shares) Ian Middlemas 5,775,000 11,550,000 David Cruse 2,028,379 4,056,758 Mark Pearce 2,256,000 4,512,000 As at the date of this Offer Document, each of the Directors have indicated that they intend to take up their full Entitlement Issue and despatch The expected dates for issue of New Shares offered by this Offer Document and despatch of holding statements is expected to occur on the dates specified in the Indicative Timetable. It is the responsibility of Applicants to determine the allocation prior to trading in the New Shares. Applicants who sell New Shares before they receive their holding statements will do so at their own risk Application Monies held on trust All Application Monies will be held on trust in a bank account maintained solely for the purpose of depositing Application Monies received pursuant to this Offer Document until the New Shares are issued. All Application Monies will be returned (without interest) if the New Shares are not issued ASX listing The Company has applied to ASX for official quotation of the New Shares in accordance with the Listing Rules. If ASX does not grant quotation of the New Shares within three (3) months after the date of this Offer Document (or such period as ASX allows), no New Shares will be issued and the Company will repay, as soon as practicable, without interest, all Application Monies received pursuant to the Offers. ASX takes no responsibility for the contents of this Offer Document. The Fact that ASX may grant quotation of the New Shares is not to be taken in any way as an indication of the merits of the Company or the New Shares. 9

10 1.15 Rights and liabilities The New Shares offered under this Offer Document will rank equally in respect of dividends and have the same rights in all other respects (e.g. voting, bonus issues) as existing Shares. A summary of the rights and liabilities attaching to New Shares are detailed in Section Withdrawal The Directors may at any time decide to withdraw this Offer Document and the Offers, in which case, the Company will return all Application Monies (without interest) in accordance with the Corporations Act CHESS The Company participates in the Clearing House Electronic Subregister System, known as CHESS. ASX Settlement Pty Ltd (a wholly owned subsidiary of ASX) operates CHESS in accordance with the Listing Rules and ASX Operating Rules. Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of New Shares. If you are registered on the Issuer Sponsored subregister, your statement will be despatched by Computershare Investor Services Pty Limited and will contain the number of New Shares issued to you under this Offer Document and your security holder reference number. A CHESS statement or Issuer Sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their holding changes. Shareholders may request a statement at any other time. However, there may be a charge associated with the provision of this service Overseas shareholders The Entitlement Offer will not be made to Shareholders with a registered address outside Australia or New Zealand (Ineligible Shareholders). The Company is of the view that it is unreasonable to make the Entitlement Offer to Shareholders outside Australia or New Zealand due to a small number of such Shareholders and the number and value of New Shares these Shareholders would be offered, the cost of complying with applicable regulations in jurisdictions outside Australia or New Zealand and the administrative burden that will place on the Company in making the Offers available to Shareholders outside Australia or New Zealand. This Offer Document and accompanying Application Forms do not, nor are they intended to, constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such Offers. The Entitlement Offer is being made in New Zealand pursuant to the Securities Act (Overseas Companies) Exemption Notice Pursuant to ASX Listing Rule 7.7, the Company has appointed Argonaut Securities Pty Limited (AFSL ) (Nominee) to sell the Entitlements to which Ineligible Shareholders are entitled. The Nominee will direct the proceeds (if any) to the Company or other party upon its instruction to facilitate pro-rata payments to Ineligible Shareholders. The Nominee will have 10

11 the absolute and sole discretion to determine the timing and price at which the Entitlements may be sold and the manner in which any sale is made. Any interest earned on the proceeds of the sale of these Entitlements, will firstly be applied against the expenses of such sale, including brokerage, and any balance will accrue to the relevant Ineligible Shareholder as described below. The net proceeds of the sale of these Entitlements (if any) will then be forwarded by the Company as soon as practicable to the Ineligible Shareholders, in proportion to their share of such Entitlements (after deducting brokerage commission and other expenses). If any such net proceeds of sale are less than the reasonable costs that would be incurred by the Company for distributing those proceeds, the proceeds may be retained by the Company. Notwithstanding that the Nominee must sell the Entitlements, Ineligible Shareholders may nevertheless receive no net proceeds if the costs of the sale are greater than the sale proceeds. Shareholders resident in Australia or New Zealand holding Shares on behalf of persons who are resident overseas are responsible for ensuring that taking up an Entitlement under the Entitlement Offer does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of those regulations Taxation implications The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of subscribing for New Shares under this Offer Document. The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders. Shareholders should consult their professional tax adviser in connection with subscribing for New Shares under this Offer Document Risk factors An investment in New Shares should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific risks associated with an investment in the Company which are described in Section Continuous disclosure obligations The Company is a "disclosing entity" (as defined in section 111AC of the Corporations Act) for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX and, as such, the Company is subject to regular reporting and disclosure obligations under the Corporations Act and the Listing Rules. Specifically, the Company is required to notify ASX of information about specific events and matters as they arise for the purposes of ASX making that information available to the securities markets conducted by the ASX. In particular, the Company has an obligation under the Listing Rules (subject to certain exceptions) to notify the ASX immediately of any information of which it is or becomes aware which a reasonable person would expect to have a material effect on the price or value of its securities. This Offer Document is intended to be read in conjunction with the publicly available information in relation to the Company, which has been notified to ASX, and does not include information that would be included in a disclosure document or which investors ought to have regard to in deciding whether to subscribe for New Shares under the Offers. Investors should 11

12 therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest. All announcements made by the Company are available from its website or the ASX website Additionally, the Company is required to prepare and lodge with ASIC yearly and half-yearly financial statements accompanied by a directors' statement and report, and an audit report or review. These reports are released to ASX and published on the Company's and ASX websites. This Offer Document (including the Application Forms) and the contracts that arise from the acceptance of the Applications are governed by the laws applicable in Western Australia and each applicant submits to the non-exclusive jurisdiction of the courts of Western Australia Cleansing Notice The Company has lodged with ASX a notice in accordance with section 708AA of the Corporations Act. This notice may be reviewed on the websites of the Company and ASX Enquiries concerning Offer Document and Application Forms Any questions in relation to this Offer Document should be directed to the Company Secretary by telephone on +61 (08) If you have any questions on the Entitlement and Acceptance Form, please contact: Computershare Investor Services Pty Limited Telephone: (within Australia) +61 (0) (outside Australia) 12

13 2. Action Required by Shareholders 2.1 What Eligible Shareholders may do Your entitlement to participate in the Entitlement Offer will be determined on the Record Date. The number of New Shares to which Eligible Shareholders are entitled to is shown on the accompanying personalised Entitlement and Acceptance Form. Eligible Shareholders may: (a) accept all of their Entitlement (refer to section 2.2); (b) sell all of their Entitlement on ASX (refer to section 2.3); (c) (d) (e) accept a proportion of their Entitlement and sell the balance on ASX (refer to section 2.4); accept a proportion of their Entitlement and allow the balance to lapse (refer to section 2.5); sell all or a proportion of their Entitlement other than on ASX (refer to section 2.6); or (f) not take up their Entitlement (refer to section 2.7). 2.2 Acceptance of ALL of your Entitlement under the Entitlement Offer If you wish to accept your Entitlement to New Shares in full, you should complete the accompanying Entitlement and Acceptance Form in accordance with the instructions set out on the form and submit your acceptance either electronically by BPAY or together with a cheque by mail to reach the Share Registry prior to the Closing Date. Please read the instructions carefully. Payment by cheque Completed Entitlement and Acceptance Forms must be accompanied by a cheque in Australian dollars, crossed Not Negotiable and made payable to "Odyssey Energy Limited" and be lodged at any time after the Opening Date, and on or before the Closing Date, at the Share Registry (by post) at: By Post: Computershare Investor Services Pty Limited GPO Box 505 MELBOURNE VIC 3001 Payment by BPAY Alternatively, Entitlements may be accepted electronically using BPAY, in which case you are not required to return the Entitlement and Acceptance Form. You can simply make payment for the total number of New Shares accepted by using the Biller Code and the personalised Reference Number set out in your Entitlement and Acceptance Form. You must ensure that acceptance and payment by BPAY is received no later than 2.00pm (Perth Time) on 12 April Instructions for making payment by BPAY are set out in your Entitlement and Acceptance Form. You should be aware that your own financial institution may impose earlier cut-off times with regards to electronic payments and you should therefore take this into consideration when making payment. 13

14 2.3 Selling ALL of your Entitlement on ASX The Entitlements under the Offer are renounceable, which means that all or part of an Eligible Shareholder's Entitlement may be traded on ASX. If you wish to sell all of your Entitlement on ASX, provide instructions to your stockbroker regarding the Entitlement which you wish to sell on ASX. You may incur brokerage costs if you sell your Entitlements on ASX. Trading of Entitlements will commence on ASX on 22 March 2017 and will cease on 5 April There is no guarantee that an Eligible Shareholder will be able to sell all or any part of their Entitlement on ASX or that any particular price will be paid for the Entitlements sold on ASX. This Offer Document, along with your Entitlement and Acceptance Form, will be dispatched on 28 March The Company will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to you if you trade your Entitlements before the Entitlements are allotted, or before you receive your Entitlement and Acceptance Form, whether on the basis of confirmation of the allocation provided by the Company or otherwise. 2.4 Acceptance of PART of your Entitlement and selling the balance on ASX Should you wish to only take up part of your Entitlement, then applications for New Shares under this Offer Document must be made on the Entitlement and Acceptance Form which accompanies this Offer Document, in accordance with the instructions referred to in this Offer Document and on the Entitlement and Acceptance Form. Please read the instructions carefully. Payment by cheque Complete the Entitlement and Acceptance Form by filling in the details in the spaces provided, including the number of New Shares you wish to accept and the Application Monies (calculated at $0.05 per New Share accepted). Completed Entitlement and Acceptance Forms must be accompanied by a cheque in Australian dollars, crossed Not Negotiable and made payable to "Odyssey Energy Limited" and be lodged at any time after the Opening Date, and on or before the Closing Date at the Share Registry (by post) at the address listed in Section 2.2. Payment by BPAY If paying via BPAY, you should be aware that your own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the Shareholder to ensure that funds are submitted through BPAY by the date and time mentioned above. If you elect to pay via BPAY, you must follow the instructions for BPAY set out in the Entitlement and Acceptance Form and you will not need to return the Entitlement and Acceptance Form. Subsequently, provide instructions to your stockbroker regarding the proportion of your Entitlement you wish to sell on ASX. 2.5 Acceptance of PART of your Entitlement and allowing the balance to lapse Should you wish to only take up part of your Entitlement, then applications for New Shares under this Offer Document must be made on the Entitlement and Acceptance Form which accompanies this Offer Document, in accordance with the instructions referred to in this Offer Document and on the Entitlement and Acceptance Form. Please read the instructions carefully. 14

15 Complete the Entitlement and Acceptance Form by filling in the details in the spaces provided, including the number of New Shares you wish to accept and the Application Monies (calculated at $0.05 per New Share accepted). Payment by cheque Completed Entitlement and Acceptance Forms must be accompanied by a cheque in Australian dollars, crossed Not Negotiable and made payable to "Odyssey Energy Limited" and be lodged at any time after the Opening Date, and on or before the Closing Date at the Share Registry (by post) at the address listed in Section 2.2. Payment by BPAY Alternatively, Entitlements may be accepted electronically using BPAY, in which case you are not required to return the Entitlement and Acceptance Form. You can simply make payment for the total number of New Shares accepted by using the Biller Code and the personalised Reference Number set out in your Entitlement and Acceptance Form. You must ensure that acceptance and payment by BPAY is received no later than 2.00pm (Perth Time) on 12 April Instructions for making payment by BPAY are set out in your Entitlement and Acceptance Form. You should be aware that your own financial institution may impose earlier cut-off times with regards to electronic payments and you should therefore take this into consideration when making payment. If you take no further action, the balance of your Entitlement will lapse and you will have forfeited any potential benefit to be gained from taking up or selling that part of your Entitlement. 2.6 Selling all or a proportion of your Entitlement other than on ASX You may elect to transfer all or a proportion of your Entitlement to another person other than on ASX. If the purchaser of your Entitlement is an Ineligible Shareholder or a person that would be an Ineligible Shareholder were they a registered holder of Shares, that purchaser will not be able to take up the Entitlement they have purchased. If you are a Shareholder on the Issuer Sponsored subregister and you wish to transfer all or a proportion of your Entitlement to another person, other than on ASX, forward a completed standard renunciation and transfer form (obtainable from the Share Registry) accompanied by the applicable transferee's cheque for the New Shares they wish to subscribe for in Australian dollars, crossed "Not Negotiable" and made payable to "Odyssey Energy Limited" and lodged at any time after the Opening Date and no later than 5.00pm (Perth Time) on 12 April 2017 at the Share Registry (by post) at the address listed in Section 2.2. If you wish to transfer all or a proportion of your Entitlement to or from another person on the CHESS subregister, you must engage your CHESS controlling participant (usually your stockbroker). If the transferee wants to exercise some or all of the Entitlement, you should follow your stockbroker's instructions as to the most appropriate way to take up the Entitlement on their behalf. If the Company receives both a completed renunciation form and a completed Entitlement and Acceptance Form in respect of the same Entitlement, the renunciation will be given effect in priority. 15

16 Payment by cheque The Application Monies for New Shares the transferee of the Entitlement wants to acquire must be received by the Share Registry by a cheque in Australian dollars, crossed "Not Negotiable" and made payable to "Odyssey Energy Limited" and lodged at any time after the Opening Date and no later than 5.00pm (Perth Time) on 12 April 2017 at the Share Registry (by post) at the address listed in Section 2.2. Payment by BPAY If paying via BPAY, you should be aware that your own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the Shareholder to ensure that funds are submitted through BPAY by the date and time mentioned above. If you elect to pay via BPAY, you must follow the instructions for BPAY set out in the Entitlement and Acceptance Form and you will not need to return the Entitlement and Acceptance Form. 2.7 Entitlement not taken up If you do not wish to accept any of your Entitlement under the Entitlement Offer, you are not obliged to do anything. You will receive no benefit or New Shares and your Entitlement under the Entitlement Offer will become Shortfall Shares. The number of Shares you hold and the rights attached to those Shares will not be affected should you choose not to accept any of your Entitlement. 2.8 Entitlement acquired on ASX A transferee who acquires an Entitlement on ASX will not receive an Offer Document or an Entitlement and Acceptance Form. The process in place for the transferee to exercise a Entitlement acquired on ASX is governed by the arrangements in place between the transferee and their stockbroker, and may vary between stockbrokers. The transferee should contact their stockbroker for instructions as to the most appropriate way participate in the Offers and to take up their Entitlement. The Company will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to transferees who acquire Entitlements and fail to take up all or a proportion of that Entitlement. 2.9 Actions by Applicants By completing and returning an Entitlement and Acceptance Form or paying any Application Monies by BPAY, in addition to the representations set out elsewhere in this Offer Document and the Application Form, you: (a) (b) (c) (d) if participating in the Entitlement Offer, represent to the Company that you are an Eligible Shareholder; acknowledge that you have received a copy of this Offer Document and an accompanying Application Form, and read them both in their entirety; agree to be bound by the terms of the Offers, the provisions of this Offer Document and the Constitution; authorise the Company to register you as the holder(s) of the New Shares allotted to you; 16

17 (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) declare that all details and statements in the Application Form are complete and accurate; declare that you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Application Form; acknowledge that once the Application Form is returned, or a BPAY payment instruction is given in relation to any Application Monies, the Application may not be varied or withdrawn except as required by law; agree to accept and be issued up to the number of New Shares specified in the Application Form at the issue price of $0.05 per New Share; authorise the Company and its respective officers or agents to do anything on your behalf necessary for the New Shares to be issued to you, including to act on instructions of the Share Registry upon using the contact details set out in the Application Form; if participating in the Entitlement Offer, declare that you were the registered holder at 5.00pm (Perth time) on the Record Date of the Shares indicated on your personalised Entitlement and Acceptance Form as being held by you at 5.00pm (Perth time) on the Record Date; acknowledge the statement of risks in Section 3 and that an investment in the Company is subject to risk; represent and warrant that the law of any place does not prohibit you from being given this Offer Document and the Application Form, nor does it prohibit you from accepting New Shares and that if you participate in the Entitlement Offer, that you are eligible to do so; represent and warrant that you are not in the United States and you are not acting for the account or benefit of a person in the United States; understand and acknowledge that neither the Entitlement or New Shares have been, or will be, registered under the United States Securities Act of 1933, as amended (US Securities Act) or the securities laws of any state or other jurisdiction in the United States, or in any other jurisdiction outside Australia or New Zealand and accordingly, the New Shares may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities laws; agree not to send this Offer Document, an Application Form or any other material relating to the Offers to any person in the United States or that is a person in the United States, or is acting for the account or benefit of a person in the United States; and agree that if in the future you decide to sell or otherwise transfer your New Shares you will only do so in transactions where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, in the United States or a person in the United States Brokerage No brokerage or stamp duty is payable by Eligible Shareholders who accept their Entitlement. 17

18 2.11 Enquiries concerning your Entitlement If you have any questions in relation to your Entitlement under the Entitlement Offer, please contact the Company Secretary by telephone on

19 3. Risk Factors 3.1 Introduction The New Shares offered under this Offer Document are considered speculative. The Directors strongly recommend Eligible Shareholders examine the contents of this Offer Document and consult their professional advisers before deciding whether to apply for the New Shares pursuant to the Offers. In addition, Eligible Shareholders should be aware there are risks associated with investment in the Company. There are certain general risks and certain specific risks which relate directly to the Company's business and are largely beyond the control of the Company and its Directors because of the nature of the business of the Company. The summary of risk factors described below ought not to be taken as exhaustive of the risks faced by the Company or by Eligible Shareholders. The risk factors described below, and others not specifically referred to below, may in the future materially affect the financial performance of the Company and the value of the New Shares offered under this Offer Document. The New Shares to be issued pursuant to this Offer Document carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those New Shares. 3.2 Risks specific to the Company, the Entitlement Offer and the Shortfall Offer (a) New projects and acquisitions The Company has to date and will continue to actively pursue and assess other new business opportunities in the resources sector and in particular the energy sector. These new business opportunities may take the form of direct project acquisitions, joint ventures, farm-ins, acquisition of tenements/permits, or direct equity participation. The acquisition of projects (whether completed or not) may require the payment of monies (as a deposit and/or exclusivity fee) after only limited due diligence and prior to the completion of comprehensive due diligence. There can be no guarantee that any proposed acquisition will be completed or successful. If the proposed acquisition is not completed, monies already advanced may not be recoverable, which may have a material adverse effect on the Company. If an acquisition is completed, the Directors will need to reassess, at that time, the funding allocated to current projects and new projects, which may result in the Company reallocating funds from other projects and/or the raising of additional capital (if available). Furthermore, notwithstanding that an acquisition may proceed upon the completion of due diligence, the usual risks associated with the new project/business activities will remain. Furthermore, if a new investment or acquisition by the Company is completed shortly after completion of the Offers, ASX may consider the acquisition to require the Company to seek Shareholder approval and to meet the admission requirements under Chapters 1 and 2 of the Listing Rules as if the Company were a new listing. The costs associated in re-complying with the admission requirements may be substantial and ASX may direct the Company to unwind the Offers, exercise its discretion not to quote the New Shares issued under the Offers or suspend the Company's securities from trading until those requirements are satisfied. The Company may be required to incur these costs in any event, were it to proceed to seek to acquire a new project which is considered to result in a significant change to the nature or scale of its existing operations. 19

20 If a new investment or acquisition is not completed, then the Company may not be in a position to comply with the ongoing Listing Rules, which includes but is not limited to, maintaining a sufficient level of operations and financial position. Given the nature of oil and gas exploration, this may also occur if the Company abandons and/or relinquishes a project which is no longer considered viable. Any new project or business acquisition may change the risk profile of the Company, particularly if the new project is located in another jurisdiction, involving a new commodity and/or changes to the Company s capital/funding requirements. Should the Company propose or complete the acquisition of a new project or business activity, investors should re-assess their investment in the Company in light of the new project/business activity. (b) Additional Requirements for Funding The Company s funding requirements depend on numerous factors including the Company s ability to generate income from its projects, future exploration and work programs and the acquisition of new projects. If less than $10,917,682 is raised pursuant to the Offers, the Company will need to scale back funds available as outlined in Section 1.2. Furthermore, the Company may require further funding in addition to current cash reserves and proceeds from the Offers to fund exploration activities. Additional equity financing, if available, may be dilutive to Shareholders and at lower prices than the current market price. Debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations or anticipated expansion. (c) Limited Operating History of the Company The Company has limited operating history on which it can base the evaluation of its prospects. The success of the Company in the short to medium term is dependent upon a number of factors, including the successful identification and acquisition of new projects in the energy sector and the successful exploration of any new or current projects. The prospects of the Company must be considered in light of the considerable risks, expenses and difficulties frequently encountered by companies in the early stage of energy exploration and development activities. Furthermore, as no projects of the Company have commenced operations, there can be no guarantee that the business will operate in line with assumed cost structures. Should the level of costs required to operate the business be higher than anticipated then it may have a materially adverse effect on the future performance and prospects of the Company. There can be no assurance that any new or current projects will be profitable in the future. Should production commence, the operating expenses and capital expenditures of the projects may increase in future years as targeted resources are more difficult to extract. The amounts and timing of expenditures will depend on the progress of ongoing exploration and development, the results of consultants analyses and 20

21 recommendations, the rate at which operating losses are incurred, the execution of any joint venture agreements with strategic partners, and other factors, many of which are beyond the Company s control. The Company expects to incur losses unless and until such time as any new or current projects enter into commercial production and generate sufficient revenues to fund their continuing operations. The development of the new and current projects will require the commitment of substantial resources. There can be no assurance that the Company will generate any revenues or achieve profitability. (d) Reliance on key personnel The Company is reliant on a small number of key personnel and consultants. The loss of one or more of these key contributors could have an adverse impact on the business. It may be particularly difficult for the Company to attract and retain suitably qualified and experienced people, given the current high demand in the industry and relatively small size of the Company, compared to other industry participants. The continued availability of consultants and advisers is to some extent dependent on maintaining the professional relationships that the Company's personnel have developed over time and which may be lost if key personnel cease to be involved with the Company before replacement arrangements can be made. If the involvement of key oil and gas specialists, managers or other personnel cease for reasons of contract termination, ill health, death or disability, then technical programs and achievements may be adversely affected. 3.3 General risks associated with energy sector operations The Company operates in the energy sector and is subject to risks relating to exploration, drilling and production of oil and gas and other energy based resources which may not generally be associated with other sectors. The exploration of oil and gas reserves and other energy based resources and successful project development is considered to be of a high risk nature and involves inherent risks including but not limited to: (a) Exploration and development risks Oil and gas exploration and development involves significant risks which only occasionally provide high rewards. In addition to the normal competition for prospective ground, and the high costs of discovery and development of an economic deposit, factors such as demand for commodities, stock market fluctuations affecting access to new capital, sovereign risk, environmental issues, labour disruption, project financing, foreign currency fluctuations and technical problems all affect the ability of a company to profit from a discovery. There is no assurance that exploration and development of the Company s projects, or any other projects that may be acquired in the future, will result in the discovery of an economic oil and gas deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be profitably exploited. The exploration for, and development of, mineral deposits (including energy based resources) involves a high degree of risk. Few properties which are explored are ultimately developed into producing mines. Resource exploration and development is a speculative business, characterised by a number of significant risks, including, 21