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Table of Contents

Important Notices ................................................................................................. 2

1. Key Information ............................................................................................ 4

2. Chairman’s Letter ......................................................................................... 5

3. Details of the Offer ....................................................................................... 6

4. What Eligible Shareholders May Do ............................................................. 9

5. Investor Presentation ................................................................................. 13

6. Additional Information ................................................................................. 28

7. Glossary ..................................................................................................... 35

8. Corporate Directory .................................................................................... 37

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Important Notices Defined terms in these Important Notices have the meaning given in Section 7. Notwithstanding any references to the contrary, all references to time in this Offer Booklet are to AEST. References to “you” and “your Entitlement” In this Offer Booklet, references to “you” are references to Eligible Shareholders and references to “your Entitlement” (or “your Entitlement and Acceptance Form”) are references to the Entitlement and Acceptance Form of Eligible Shareholders. The Offer to which this Offer Booklet relates complies with the requirements of section 708AA of the Corporations Act as notionally modified by ASIC Class Order 08/35 and accordingly, this Offer Booklet is without disclosure under Part 6D.2 of the Corporations Act and is not required to be lodged or registered with ASIC. This Offer Booklet is provided for information purposes and is not, and does not purport to be a prospectus or other disclosure document for the purposes of the Corporations Act. Accordingly, this Offer Booklet does not contain all of the information which would otherwise be required to be disclosed in a prospectus or other disclosure document, and does not necessarily contain all of the information which a prospective investor may require to make an investment decision. This Offer Booklet is dated 25 May 2015. Neither ASIC nor ASX, nor any of their officers or employees takes responsibility for this Offer or the merits of the investment to which this Offer relates. Not investment advice You should read this Offer Booklet in its entirety and refer to the releases made by Tlou Energy to ASX before deciding whether to apply for New Shares. In particular, you should consider the risk factors outlined in the “Key Risks” section of the Investor Presentation in Section 5 of this Offer Booklet and consider these factors in light of your personal circumstances, including financial and taxation issues. The information provided in this Offer Booklet is not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. Tlou Energy is not licensed to provide financial product advice in respect of the New Shares. You should conduct your own independent review, investigation and analysis of the New Shares the subject of the Offer. If you are in any doubt as to how to deal with this Offer or have any questions, you should contact your professional adviser without delay. You should obtain any professional advice you require to evaluate the merits and risks of an investment in Tlou Energy before making any investment decision based on your investment objectives. Overseas Shareholders This Offer Booklet does not, and is not intended to, constitute an offer, invitation or issue in any place in which, or to any person to whom, it would be unlawful to make such an offer, invitation or issue. This Offer Booklet has not been, nor will it be, lodged, filed or registered with any regulatory authority under the securities laws of any country. Where it is not practical for the Company to comply with the securities laws of certain overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of the New Shares such Shareholders would be offered, the costs of compliance and the regulatory requirements of the relevant overseas jurisdictions, the Company has not made offers to such Shareholders in those jurisdictions. Not for distribution or release in the United States This Offer Booklet does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. None of this Offer Booklet, the announcements to be released on the securities exchange operated by ASX and the Investor Presentation reproduced in it, nor the Entitlement and Acceptance Form, may be distributed to or released in the United States. The New Shares have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up by persons in the United States. The New Shares may not be offered, or sold, or resold, in the United States except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and any applicable securities laws of any state or other jurisdiction of the United States. The New Shares to be offered and sold to Eligible Shareholders will be sold only in “offshore transactions” (as defined in Rule 902(h) under the US Securities Act) in compliance with Regulation S under the US Securities Act. No Entitlement trading Entitlements are non-renounceable and will not be tradable on the ASX or otherwise transferable. Accordingly, you cannot, in most circumstances, withdraw your application for New Shares once it has been accepted. Underwriting/Sub-Underwriting Morgans Corporate Limited has been appointed as Underwriter to underwrite the Offer. The Underwriter has entered into sub-underwriting arrangements with certain third parties, including: Mitchell Family Investments (Qld) Pty Ltd (an entity in which Mr Nathan Mitchell (Chairman of Tlou Energy) has a controlling interest; Mr Martin McIver (a Director of Tlou Energy) & Mrs Rowena McIver ATF Arrowhead Superannuation Fund; Gilby Resources Pty Ltd ATF The Gilby Investment Trust and SARES Pty Ltd (being entities in which Mr Anthony Gilby (Managing Director of Tlou Energy) has a controlling interest); and 2G Investment Holdings (Pty) Ltd (being an entity in which Mr Gabaake Gabaake (Executive Director of Tlou Energy) has a controlling interest. Details of the Underwriting Agreement and sub-underwriting referred to above are set out in Section 6 of this Offer Booklet.

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Future performance The pro forma financial information (including past performance information) provided in this Offer Booklet is for information purposes only and is not a forecast of operating results to be expected in any future period. Except as required by law, and only then to the extent so required, neither Tlou Energy nor any other person warrants or guarantees the future performance of Tlou Energy or any return on any investment made pursuant to this Offer Booklet. Financial forecasts and other forward looking statements Some of the statements appearing in this Offer Booklet may be in the nature of forward looking statements, including statements of current intention, statements of opinion and predictions as to possible future events. You should be aware that such statements are not statements of fact and there can be no certainty of outcome in relation to the matters to which the statements relate. Forward looking statements are subject to many inherent risks and uncertainties before actual outcomes are achieved. Actual outcomes may differ materially from the events, intentions or results expressed or implied in any forward looking statement in this Offer Booklet. None of Tlou Energy or persons named in this Offer Booklet or any person involved in the preparation of this Offer Booklet makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any intentions or outcomes expressed or implied in any forward looking statement. You are cautioned not to place undue reliance on any forward looking statement having regard to the fact that the outcome may not be achieved. No representations other than as set out in this Offer Booklet No person is authorised to give any information or make any representation in connection with the Offer other than as contained in this Offer Booklet. Any information or representation in connection with the Offer not contained in this Offer Booklet is not, and may not be relied upon as having been authorised by the Company or any of its officers. Defined terms Defined terms and abbreviations used in this Offer Booklet are explained in Section 7.

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1. Key Information Summary Offer Information Issue Price per New Share A$0.14 per New Share payable

in full on application

Entitlement 4 New Shares for every 15 Shares held on the Record Date

Discount of the Issue Price to the closing price of A$0.20 on 21 May 2015

30%

Discount of the Issue Price to the 5 day volume weighted average price up to and including 21 May 2015 of A$0.20

30%

Discount of the Issue Price to the theoretical ex-entitlements price of A$0.187 using the closing price on 21 May 2015

25%

Number of New Shares to be issued under the Offer1. 39.4 million

Amount to be raised under the Offer A$5.5 million

Shares on issue following the Offer1. 187.2 million 1. Excludes any vested Options that may be exercised prior to the Record Date Indicative Timetable Activity Date

Announcement of the Offer Monday, 25 May 2015

Record Date (7.00pm AEST) Friday, 29 May 2015

Offer Booklet and Entitlement and Acceptance Form dispatched

Wednesday, 3 June 2015

Offer opens Wednesday, 3 June 2015

Closing date for acceptances under the Offer (5.00pm AEST) Monday, 22 June 2015

Allotment of New Shares issued under the Offer Monday, 29 June 2015

Normal ASX trading for New Shares issued under the Offer commences

Tuesday, 30 June 2015

These dates are indicative only and may be subject to change. Subject to the Corporations Act, the Listing Rules and other applicable laws, the Directors reserve the right to vary the dates of the Offer. The Directors reserve the right not to proceed with the whole or part of the Offer at any time prior to issue of the New Shares. In that event, Application Monies (without interest) will be returned in full to the Applicants. An extension of the Closing Date for the Offer will delay the anticipated date for issue of the New Shares. The commencement of quotation of New Shares is subject to confirmation from ASX. Eligible Shareholders wishing to participate in the Offer are encouraged to submit their Entitlement and Acceptance Form and Application Monies as soon as possible after the Offer opens. You cannot, in most circumstances, withdraw the application once it has been accepted. No cooling-off rights apply to the Offer. Enquiries If you have any questions, please contact Tlou Energy using contact details provided in the Corporate Directory during the Offer period. If you are in any doubt as to whether you should participate in the Offer you should consult your stockbroker, accountant, solicitor or other professional adviser. Website

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2. Chairman’s Letter

On behalf of the Board of Tlou Energy Limited (“Tlou Energy” or “the Company”), I am pleased to write to you, as a shareholder of the Company, to offer you the opportunity to participate in the Company’s non-renounceable pro-rata entitlement offer of new ordinary shares in the Company (“New Shares”) at an issue price of $0.14 per New Share (“Offer”).

In January 2015, Tlou Energy announced the results of production testing at its Selemo Pilot which achieved peak gas rates of 395,000 cubic feet per day (“cfd”) and an average of 200,000 cfd. The Company now plans to undertake an expanded drilling program which will see additional horizontal pilot well pods drilled adjacent to the current Selemo Pilot. The aim of the expanded Selemo Pilot pod program is to enhance dewatering at Selemo, measure long-term gas flow potential and achieve initial reserve certification in advance of field development. Additional gas flows from the expanded pilot are also planned to be beneficially used in a small-scale proof of concept project to supply power to a local off-taker via trucking of compressed natural gas.

The proceeds of the Offer, along with existing cash, will be used to fund the expanded Selemo Pilot pod program as well as corporate overheads, Offer costs and working capital.

Under the Offer, Eligible Shareholders are invited to apply for 4 New Shares at the Issue Price for every 15 Tlou Energy shares held by them at 7.00pm (AEST) on Friday 29 May 2015 (the "Record Date") on the terms set out in this Offer Booklet (“Entitlement”). Eligible Shareholders who subscribe for their full Entitlement may also apply for New Shares in excess of their Entitlement (“Additional Shares”).

Morgans Corporate Limited has been appointed as Underwriter to the Offer. The Directors of Tlou Energy are participating in the Offer for all or part of their entitlements as an indication of their ongoing support of the Company. The Underwriter has entered into sub-underwriting arrangements with certain third parties, including: Mitchell Family Investments (Qld) Pty Ltd (an entity in which Mr Nathan Mitchell (Chairman of Tlou Energy) has a controlling interest; Mr Martin McIver (a Director of Tlou Energy) & Mrs Rowena McIver ATF Arrowhead Superannuation Fund; Gilby Resources Pty Ltd ATF The Gilby Investment Trust and SARES Pty Ltd (being entities in which Mr Anthony Gilby (Managing Director of Tlou Energy) has a controlling interest) and 2G Investment Holdings (Pty) Ltd (an entity in which Mr Gabaake Gabaake (Executive Director of Tlou Energy) has a controlling interest). Details of the Underwriting Agreement and sub-underwriting referred to above are set out in Section 6 of this Offer Booklet.

Full details of the Offer and how to participate can be found in the attached Offer Booklet.

I encourage you to read these documents before deciding whether or not to take up your Entitlement. You may wish to obtain professional advice to assist you with your decision. The Offer closes at 5.00pm (AEST) on, Monday, 22 June 2015. To participate in the Offer, you must have applied for New Shares so that your completed Entitlement and Acceptance Form and application money, or BPAY® payment, is received by this time. You may choose to take up all, part or none of your Entitlement. Subject to certain exceptions, Shareholders recorded on the share register with an address outside Australia and New Zealand are not eligible to participate in the Offer.

Entitlements are non-renounceable and will not be tradeable on ASX or otherwise transferable. Shareholders who do not take up their Entitlement will not receive any value in respect of those Entitlements.

If you have any questions in respect of the Offer please consult your stockbroker, accountant or other professional adviser.

On behalf of the Board of Tlou Energy, I thank you for your continued support of Tlou Energy and invite you to consider this investment opportunity.

Yours faithfully,

Nathan Mitchell

Non-Executive Chairman

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3. Details of the Offer The Offer The Company is conducting a fully underwritten non-renounceable pro rata offer of New Shares to Eligible Shareholders. Eligible Shareholders who are on the Company’s share register at 7.00pm (AEST) on Friday, 29 May 2015 (“Record Date”) will be entitled to subscribe for 4 New Shares for every 15 Shares held. The Issue Price for each New Share is A$0.14 which is payable in full on application. Fractional Entitlements are being rounded up to the next whole New Share. The Closing Date for receipt of Entitlement and Acceptance Forms and payment of Application Monies from Eligible Shareholders is 5.00pm (AEST) on, Monday 22 June 2015 or such other date as the Directors may determine, subject to the requirements of the Listing Rules and other applicable law. There is no minimum subscription. The number of New Shares which will be issued under the Offer will be approximately 39.4 million. The details of the use of the proceeds of the Offer are set out below. Additional Shares Eligible Shareholders who apply for their full Entitlement, may apply for New Shares in excess of their Entitlement. Any Additional Shares will be limited to the extent that there are sufficient New Shares from Eligible Shareholders who do not take up their full Entitlement. If you apply for Additional Shares, then subject to Tlou Energy’s absolute discretion to scale back your application for Additional Shares (in whole or in part), you will be issued those Additional Shares. Tlou Energy’s decision on the number of Additional Shares to be allocated to you will be final. New Shares and Additional Shares issued under the Offer will rank equally with Existing Shares. CHESS The Company participates in the Clearing House Electronic Subregister System, known as CHESS. ASX Settlement and Transfer Corporation Pty Ltd ACN 008 504 532 (ASTC), a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and ASTC Settlement Rules. Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of New Shares. If you are registered in the Issuer Sponsored Subregister, your statement will be despatched by Link Market Services Pty Limited and will contain the number of New Shares issued to you under this Offer Booklet 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.

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Overseas Shareholders This Offer Booklet does not constitute an offer or issue in any place in which, or to any person to whom, it would be unlawful to make such an offer or issue. Subject to certain exceptions, the Offer is not being extended to, and New Shares will not be issued or allotted to Shareholders with registered addresses outside of Australia or New Zealand. Subject to certain exceptions in respect of certain foreign jurisdictions, Tlou Energy has determined that it would be unreasonable to make the Offer to shareholders resident outside Australia or New Zealand, having regard to the number of shareholders and the costs in complying with the legal and regulatory requirements in those jurisdictions. No action has been taken to register or qualify the New Shares or the Offer or otherwise to permit an offering of the New Shares in any jurisdiction outside Australia and New Zealand. Accordingly, subject to certain exceptions, Entitlement and Acceptance Forms will not be sent to Shareholders outside of Australia or New Zealand. The distribution of this Offer Booklet and the accompanying Entitlement and Acceptance Form outside of Australia or New Zealand may be restricted by law and persons who come into possession of this Offer Booklet and the accompanying Entitlement and Acceptance Form should seek advice on and observe those restrictions. Any failure to comply with those restrictions may constitute a violation of applicable securities laws. The Company reserves the right to treat as invalid any Entitlement and Acceptance Form which does not comply with the requirements of this Offer Booklet or the Entitlement and Acceptance Form or which the Company believes has been sent for or on the account of a person not entitled to participate in the Offer. Impact of the Offer on your Shareholding The issue of New Shares pursuant to the Offer is not expected to have any material effect or consequence on the control of Tlou Energy. However, to the extent that any Shareholder fails to take up their Entitlement to New Shares under the Offer, that Shareholder’s percentage holding in Tlou Energy will be diluted by those other Shareholders who take up some or all of their Entitlement. Use of Proceeds The proceeds of the Offer, along with existing cash, will be used to fund the expanded Selemo Pilot pod program as well as corporate overheads, Offer costs and working capital. Directors’ intentions The Directors intend to participate in the Offer for all or part of their Entitlement as follows:

• Mitchell Family Investments (Qld) Pty Ltd (being an entity in which Mr Nathan Mitchell has a controlling interest) has committed to subscribe for 714,286 New Shares, representing part of his Entitlement;

• Mr Martin McIver and Mrs Rowena McIver ATF Arrowhead Superannuation Fund has committed

to subscribe for 46,828 New Shares, representing part of his Entitlement;

• Gilby Resources Pty Ltd ATF The Gilby Investment Trust (being an entity in which Mr Anthony Gilby has a controlling interest) has committed to subscribe for 2,142,858 New Shares, representing part of this entity’s Entitlement ; and

• 2G Investment Holdings Pty Ltd (being an entity in which Mr Gabaake Gabaake has a controlling interest) has committed to subscribe for 10,134 New Shares, representing all of this Entity’s Entitlement.

The Directors have also entered into sub-underwriting arrangements with the Underwriter as disclosed in Section 6 of this Offer Booklet.

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Capital structure and control implications The principal effect of the Offer will be to increase the total number of Shares. The following table shows the capital structure of the Company on completion of the Offer. Shares Number

Shares on issue at the date of this Offer Booklet 147,754,846

New Shares to be issued under the Offer 1, 2 39,401,292

Total shares on issue following the Offer 2 187,156,138

Existing Options to acquire shares on issue at the date of this Offer Booklet 3

10,575,000

1 A small number of additional shares may be issued due to rounding of individual entitlements 2 Assumes that no Options are exercised prior to the Record Date. 3 The Options on issue are not quoted, and their terms do not provide for participation in pro rata issues. As at the date of this announcement a letter had been circulated to all Option holders providing notice of the Issue and advising that in order to participate they need to exercise their Options.

The potential effect that the issue of New Shares will have on the control of the Company, and the consequences of that effect, will depend on a number of factors, including investor demand. However, given the structure of the Offer as a pro-rata issue, it is not expected to have any material effect or consequence on the control of the Company. However, to the extent that any shareholder fails to take up their entitlement to New Shares under the Entitlement Offer, that shareholder’s percentage holding in the Company will be diluted by those other shareholders who take up some or all of their Entitlement. See section 6 regarding particulars of certain directors participation in the Offer and sub-underwriting arrangements.

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4. What Eligible Shareholders May Do This section relates to Eligible Shareholders Your Entitlement to New Shares is shown on the accompanying Entitlement and Acceptance Form. Before taking any action in relation to the Offer, you should read this Offer Booklet in its entirety, and seek professional advice from your professional adviser. You may: • take up all of your Entitlement to New Shares and apply for Additional Shares in excess of your

Entitlement; • take up part of your Entitlement to New Shares and allow the balance to lapse; or • do nothing and allow all of your Entitlement to New Shares to lapse. Eligible Shareholders who do not participate in the Offer, or participate for an amount less than their Entitlement, will have their percentage holding in Tlou Energy reduced. Please note that the allocation and issue of Additional Shares is at the sole discretion of Tlou Energy and any scaleback may be applied in its discretion, having regard to the circumstances as at the time of the close of the Offer. Please also note that if you are an Eligible Shareholder who is a “related party” in relation to Tlou Energy (as that term is defined in the ASX Listing Rules), you may apply to take up your Entitlement in part or in full, but may not apply for Additional Shares. Eligible Shareholders Eligible Shareholders are persons who are registered as a holder of Existing Shares as at the Record Date (being 7:00pm (AEST)) Friday, 29 May 2015 and who: • have an address on the share register in Australia or New Zealand or are a Shareholder that Tlou

Energy has otherwise determined (in its absolute discretion) is eligible to participate; and • are not in the United States. Eligible Shareholders will receive a personalised Entitlement and Acceptance Form setting out their Entitlement which accompanies this Offer Booklet. Shareholders who are not Eligible Shareholders, will be notified that the Entitlement Offer will not be extended to them. If you wish to take up all of your Entitlement to New Shares If you wish to take up your Entitlement to New Shares, or if you wish to take up your Entitlement in full and apply for Additional Shares, you should complete the accompanying Entitlement and Acceptance Form (in accordance with the instructions set out on the Entitlement and Acceptance Form) and by indicating the number of New Shares you wish to subscribe for. If you want to apply for Additional Shares in excess of your Entitlement, write in the total number of New Shares that you are applying for in accordance with the instructions set out on the Entitlement and Acceptance Form and send the completed Entitlement and Acceptance Form together with your cheque (in Australian currency) made payable to Tlou Energy Ltd – Share Issue A/C for the applicable Application Monies to the Share Registry at the address set out on the Entitlement and Acceptance Form. Completed Entitlement and Acceptance Forms must reach the Share Registry by no later than 5:00 pm AEST on the Closing Date of Monday, 22 June 2015. For Eligible Shareholders wishing to pay by BPAY® (only available to Eligible Shareholders who hold an account with an Australian financial institution that supports BPAY®): • You should make your payment in respect of your Application Monies via BPAY® for the number of

New Shares you wish to subscribe for (being the issue price of A$0.14 per New Share multiplied by the number of New Shares you are applying for, including any Additional Shares.

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• Please follow the instructions on your personalised Entitlement and Acceptance Form (which includes the Biller Code and your unique Reference Number).

• Your BPAY® payment must be received by no later than 5.00pm (AEST) on Monday 22 June 2015.

Applicants should be aware that their own financial institution may impose earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. It is the responsibility of the Applicant to ensure that funds submitted through BPAY® are received by this time.

• For payment by BPAY® you do not need to submit your Entitlement and Acceptance Form but, by

making a payment through BPAY® you will be taken to have made the declarations set out in the Entitlement and Acceptance Form.

• Please make sure to use the specific Biller Code and unique Reference Number on your

personalised Entitlement and Acceptance Form. For Eligible Shareholders, who are not resident in Australia, please note the specific payment instructions (as set out in the Entitlement and Acceptance Form) will apply to you. If you have more than one holding of shares you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding. If you receive more than one personalised Entitlement and Acceptance Form, please only use the Reference Number specific to the Entitlement on that form. If you inadvertently use the same Reference Number for more than one of your Entitlements, you will be deemed to have applied only for Entitlements to which that Reference Number applies. If the amount of your cheque, bank draft, money order or BPAY® payment for Application Monies is insufficient to pay in full for the number of New Shares (and any Additional Shares) you have applied for, you will be taken to have applied for such lower whole number of New Shares as your cleared Application Monies will pay for. Alternatively, your Application will be rejected. Tlou Energy will treat you as applying for as many New Shares as your payment will pay for in full, subject to any scaleback it may determine to implement in its absolute discretion in respect of any Additional Shares. Amounts received in excess of the Application Monies for your Entitlement (Excess Amount) may be treated as an application to apply for as many Additional Shares as your Excess Amount will pay for in full. Any Application Money received by Tlou Energy in excess of your final allocation of New Shares (and Additional Shares as the case may be) will be refunded as soon as practicable after the close of the Offer. It is not practical to refund any amount of less than A$2.00 to Shareholders and any refunds owing for less than this amount will be retained by the Company. No interest will be paid to Applicants on any Application Money received or refunded. If you take no action your Entitlement under the Offer will lapse. If you wish to take up part of your Entitlement to New Shares and allow the balance to lapse If you wish to take up part of your Entitlement to New Shares and allow the balance to lapse, complete the Entitlement and Acceptance Form in accordance with the instructions set out in the Entitlement and Acceptance Form for those Entitlements you wish to accept. The completed Entitlement and Acceptance Form should be sent together with your cheque or BPAY® payment for the applicable Application Monies to the Share Registry at the address set on the Entitlement and Acceptance Form by no later than 5:00 pm AEST on the Closing Date of Monday 22 June 2015. Entitlement to New Shares not taken up If you decide not to take up all or part of your Entitlement to New Shares, do not take any further action and the Entitlement will lapse. You will receive no payment for your lapsed Entitlements. You cannot sell or transfer your Entitlements to another person. Your holding of Existing Shares will, however, be diluted because the issue of New Shares will increase the total number of Shares on issue.

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Entitlement and Acceptance Form is binding A completed and lodged Entitlement and Acceptance Form, or a payment made through BPAY®, constitutes a binding offer to apply for New Shares on the terms and conditions set out in this Offer Booklet and, once lodged or paid, cannot be withdrawn. Your application will be considered to be for as many New Shares as your payment will cover. If the Entitlement and Acceptance Form is not completed correctly it may still be treated as a valid application for New Shares. The Directors’ (or their delegates’) decision whether to treat an acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final. By completing and returning your personalised Entitlement and Acceptance Form with the requisite Application Monies or making a payment by BPAY®, you will also be deemed to have acknowledged, represented and warranted on your own behalf and on behalf of each person on whose account you are acting that: (a) you are an Eligible Shareholder; (b) you have read and understood this Offer Booklet and your Entitlement and Acceptance Form in

their entirety; (c) you agree to be bound by the terms of the Offer, provisions of the Offer Booklet and Tlou Energy’s

constitution; (d) you declare that you are over 18 years of age and have full legal capacity and power to perform all

of your rights and obligations under the Entitlement and Acceptance Form; (e) all details and statements in the Entitlement and Acceptance Form are complete and accurate; (f) you authorise Tlou Energy to register you as the holder of New Shares issued to you; (g) once Tlou Energy (or the Registry) receives the Entitlement and Acceptance Form or any payment

of Application Monies via BPAY®, you may not withdraw it except as allowed by law; (h) you agree to apply for the number of New Shares (including any Additional Shares) specified in the

Entitlement and Acceptance Form, or for which you have submitted payment of any Application Monies via BPAY®, at the Issue Price per New Share;

(i) you agree to be issued the number of New Shares (including any Additional Shares) that you apply for in the Entitlement and Acceptance Form and that potentially (in the case of an application in excess of your Entitlement) a lesser number of Additional Shares may be issued to you than that applied for;

(j) if you apply for Additional Shares, you declare that you are not a related party (as that term is defined in the ASX Listing Rules);

(k) you authorise Tlou Energy, the Share Registry and their 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 Entitlement and Acceptance Form;

(l) you authorise Tlou Energy to correct any errors in your Entitlement and Acceptance Form or other form provided by you;

(m) you declare that you were the current registered holder(s) on the Record Date of that number of Existing Shares as indicated on the Entitlement and Acceptance Form as being held by you;

(n) you agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Offer and of your holding of Existing Shares on the Record Date;

(o) you acknowledge that the information contained in this Offer Booklet and the Entitlement and Acceptance Form is not investment advice or a recommendation that New Shares are suitable for you given your investment objectives, financial situation or particular needs, and that the Offer Booklet is not a prospectus, does not contain all of the information that you may require in order to assess an investment in Tlou Energy and is given in the context of Tlou Energy’s past and ongoing continuous disclosure announcements to ASX;

(p) you acknowledge the statement of risks in the “Key Risks” section of the Investor Presentation in section 5 of this Offer Booklet, and that investments in Tlou Energy are subject to investment risk;

(q) you acknowledge that none of Tlou Energy, the Underwriter or their respective related bodies corporate and affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers guarantees the performance of Tlou Energy, nor do they guarantee the repayment of capital;

(r) you are not in the United States and are not otherwise a person to whom it would be illegal or unlawful to make an offer or issue of New Shares under the Offer;

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(s) you represent and warrant that the law of any other place does not prohibit you from being given this Offer Booklet and the Entitlement and Acceptance Form, nor does it prohibit you from making an application and that you are otherwise eligible to participate in the Offer; and

(t) you have not and will not send any materials relating to the Offer to any person in the United States or any other country outside Australia and New Zealand, except Australian nominees and custodians may send this document to beneficial shareholders who are institutional investors in other countries listed in, and to the extent permitted under, the section captioned “Foreign Jurisdictions” in the Investor Presentation in section 5 of this Offer Booklet.

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5. Investor Presentation

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6. Additional Information

This Offer Booklet, the Entitlement and Acceptance Form and the attached Chairman’s Letter, including the Investor Presentation in this offer booklet ("Information") have been prepared by Tlou Energy. You should read this Information carefully and in its entirety before deciding to invest in New Shares. In particular you should consider the risk factors referred to in the “Summary of Key Risks” section of the Investor Presentation (slide 28) in Section 5 of this Offer Booklet that could affect the performance of Tlou Energy or the value of an investment in Tlou Energy. The past performance of Tlou Energy, and the past share price of Tlou Energy should not be relied upon as (and is not) an indication of future performance. Underwriting Agreement The Offer is underwritten by Morgans Corporate Limited (the “Underwriter”). The Underwriter has agreed to underwrite the Offer under the terms of the underwriting agreement entered into by the Underwriter and Tlou Energy (Underwriting Agreement). Under the terms of the Underwriting Agreement:

1. if the number of New Shares subscribed for by Shareholders under the Offer is less than 39.4 million, the Underwriter will subscribe for the shortfall (the Underwritten Shares);

2. the Company must pay to the Underwriter a management fee of 1% plus an underwriting fee of 4% of the amount underwritten in respect of the Offer. The Company must also reimburse the Underwriter for certain costs including legal costs and disbursements in relation to the Underwriting Agreement and the Offer and other out of pocket expenses such as travel and accommodation expenses, sundries, stamp duty and third party costs;

3. the Underwriter’s obligation to subscribe for the Underwritten Shares is conditional (amongst other things) on:

(a) the ASX granting permission for official quotation of the Underwritten Shares; and

(b) the Company providing to the Underwriters a notice stating the relevant subscription shortfall and a certificate signed by two Directors (or one Director and one company secretary of the Company) as to certain matters concerning the conduct of the Offer;

by the time prescribed in the Underwriting Agreement for those events to occur;

4. in addition to other customary representations and warranties made to the Underwriter, the Company represents and warrants to the Underwriter that:

(a) the Company has complied with all relevant legislation, regulations, binding policies and guidelines in relation to the Offer;

(b) the Offer Booklet and other information made available to the public will not contain any statement that is misleading or deceptive or likely to mislead or deceive and the Company has not and will not engage in such conduct;

(c) the Company has not and will not offer to sell shares to any person in the United States of America or to any US person other than in compliance with applicable legislation;

5. the Company undertakes (amongst other things) to:

(a) refrain from allotting or agreeing to allot shares or other securities other than in accordance with the Offer, the Underwriting Agreement or arrangements already in place as at the date of the Underwriting Agreement (such as an employee share plan, a dividend on distribution reinvestment or bonus share plan or securities convertible into shares) until the date that is 120 days after the last allotment date under the Offer;

(b) refrain from making any material statement or releasing any information concerning the Offer without the prior written consent of the Underwriter and Integra; and

(c) promote the Offer and use reasonable endeavours to procure valid applications for the New Shares;

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6. The Underwriter may terminate the Underwriting Agreement in a number of circumstances, including, but not limited to the following:

(a) the Company fails to obtain ASX approval under the Listing Rules or approval for official quotation of the Underwritten Shares on the ASX is not granted by the time specified in the Underwriting Agreement;

(b) there is a material adverse change in the Company or its related bodies corporate;

(c) the S&P/ASX 200 Index falls by more than 10%;

(d) the Company withdraws or terminates the Offer or the Company is prevented from allotting or issuing the New Shares or an event occurs which causes the Company to allow shareholders who have accepted the Offer to withdraw their acceptances;

(e) the ASX suspends quotation of the shares of the Company or the Company ceases to be admitted to the official list of the ASX;

(f) any information supplied to the Underwriter or contained in the Offer Booklet or any other Offer Document is misleading or deceptive or likely to mislead or deceive in a material respect;

(g) the Company or a material subsidiary of it becomes insolvent;

(h) the Company fails to comply with legislative or regulatory requirements or the Offer does not comply with relevant legislation, regulations or binding policies or guidelines;

(i) there is a disruption in financial markets, a change of laws or hostilities occur in certain specified countries;

(j) any statement or estimate in the Offer Booklet or any other Offer Documents relating to future matters of the Company is or becomes incapable of being met or, in the reasonable opinion of the Underwriter, unlikely to be met in the projected timeframe; or

(k) the Company breaches its obligations under the Underwriting Agreement,

provided that in some (but not all) cases that ability to terminate is limited to where the event has a material adverse effect on the success of the Offer or may lead to the Underwriter being liable for a breach of relevant legislation;

7. the Company indemnifies and will keep indemnified the Underwriter and their officers, employees, advisers and agents for losses incurred directly or indirectly as a result of or in connection with (amongst other things):

(a) any misleading or deceptive or untrue statement contained in, or omission of information required to be contained in, any Offer Document (including errors in the Offer Booklet);

(b) the representations and warranties given by the Company being inaccurate or the Company otherwise materially failing to perform its obligations in relation to the Offer (including compliance with the Underwriting Agreement);

(c) any termination event occurring; or

(d) a claim that an indemnified party may have under the Corporations Act, the Listing Rules or any other relevant law or binding policy or guideline,

except where the loss results from fraud, recklessness, negligence, breach of legislation or contract by the indemnified party or a material breach of the Underwriting Agreement by the indemnified party.

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Sub-underwriting The Underwriter has entered into sub-underwriting arrangements with certain third parties, including: Mitchell Family Investments (Qld) Pty Ltd (an entity in which Mr Nathan Mitchell (Chairman of Tlou Energy) has a controlling interest; Mr Martin McIver (a Director of Tlou Energy) & Mrs Rowena McIver ATF Arrowhead Superannuation Fund; Gilby Resources Pty Ltd ATF The Gilby Investment Trust, and SARES Pty Ltd (being entities in which Mr Anthony Gilby (Managing Director of Tlou Energy) has a controlling interest) and 2G Investment Holdings (Pty) Ltd (being an entity in which Mr Gabaake Gabaake (Executive Director of Tlou Energy) has a controlling interest). As at the date of this Offer Booklet: • Mr Anthony Gilby and his associated entities holds approximately 15.4 million Shares (being in

aggregate 10.5% of the voting power of the Company)*. Following allotment of New Shares under the Offer, if Mr Gilby is required to subscribe for the maximum number of New Shares under his sub-underwriting agreement (being approximately 3.2 million shares) (Gilby Shares), the aggregate holding of Mr Gilby and his associated entities will be approximately 18.7 million Shares (being in aggregate 10.0% of the voting power of the Company) **

• Mr Nathan Mitchell and his associated entities holds approximately 16.0 million Shares (being in

aggregate 10.8% of the voting power of the Company)*. Following allotment of New Shares under the Offer, if Mr Nathan Mitchell is required to subscribe for the maximum number of New Shares under his sub-underwriting agreement (being approximately 0.7 million shares) (Mitchell Shares), the aggregate holding of Mr Nathan Mitchell and his associated entities will be approximately 16.7 million Shares (being in aggregate 8.9% of the voting power of the Company) **

• Mr Martin McIver and his associated entities holds 206,403 Shares (being in aggregate 0.14% of the voting power of the Company)*. Following allotment of New Shares under the Offer, if Mr McIver is required to subscribe for the maximum number of New Shares under his sub-underwriting agreement (being 189,686 shares) (McIver Shares), the aggregate holding of Mr McIver and his associated entities will be 396,089 Shares (being in aggregate 0.21% of the voting power of the Company) **

• Mr Gabaake Gabaake and his associated entities holds 38,000 Shares (being in aggregate 0.03% of the voting power of the Company)*. Following allotment of New Shares under the Offer, if Mr Gabaake is required to subscribe for the maximum number of New Shares under his sub-underwriting agreement (being 81,563 shares) (Gabaake Shares), the aggregate holding of Mr Gabaake and his associated entities will be 119,563 Shares (being in aggregate 0.06% of the voting power of the Company) **

•

* This indicates the corresponding voting power prior to the issue of the New Shares under the Offer.

** This indicates the corresponding voting power following the issue of the New Shares under the Offer and the maximum number of New Shares that may be issued under the Offer.

Any corresponding New Shares to be issued to each Sub-underwriter under their respective sub-underwriting agreements will be issued at the same time as the issue of New Shares. In agreeing to enter into its individual sub-underwriting agreement with the Underwriter, each of the directors’ associated entities (referred to above) will be paid a cash fee of 3% of their corresponding Sub-Underwritten Amount. This fee will be paid by the Underwriter and not the Company. The disclosure above in respect of the directors and their respective associated entities is for the purpose of satisfying Listing Rule 10.11 and Exception 2 in Listing Rule 10.12, in respect of the issue of securities to related parties of an issuer, in connection with a pro rata issue. Ranking of New Shares New Shares issued under the Entitlement Offer will on issue rank equally with Existing Shares. New Shares will be entitled to any dividends on ordinary shares with a record date after the date of issue. Nominees and Custodians Nominees and custodians (which hold Existing Shares) should consider carefully the contents of this Offer Booklet and note in particular that the Offer is not available to Ineligible Shareholders.

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Tlou Energy is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of Existing Shares or Entitlements. Where any nominee or custodian is acting on behalf of a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Offer is compatible with applicable foreign laws. Tlou Energy is not able to advise on foreign laws. Nominees and custodians may not distribute any part of this Offer Booklet in the United States or in any other country outside Australia and New Zealand, except to beneficial shareholders who are institutional investors in other countries listed in, and to the extent permitted under, the section captioned “Foreign Jurisdictions” in the attached Investor Presentation in Section 5 of this Offer Booklet. Rights issue exception not available No nominee has been appointed for Ineligible Shareholders under Section 615 of the Corporations Act and, as such, Eligible Shareholders will not be able to rely on the exception for rights issues in Item 10 of Section 611 of the Corporations Act. Accordingly, when an Eligible Shareholder applies for some or all of their Entitlement, they must have regard to Section 606 of the Corporations Act. Eligible Shareholders who may be at risk of exceeding the 20% voting power threshold in Section 606 as a result of acceptance of the Entitlement Offer should seek professional advice before completing and returning the Entitlement and Acceptance Form. Litigation So far as the Company is aware, there are no legal or arbitration proceedings, active or threatened against, or being brought by, the Company which may have a material effect on the Company’s financial position. Withdrawal of Entitlement Offer The Directors reserve their right to withdraw all or part of the Entitlement Offer at any time prior to the issue of New Shares, in which case Tlou Energy will refund Application Monies in accordance with the Corporations Act without payment of interest. Not a Prospectus or Investment Advice The Offer to which this Information relates complies with the requirements of section 708AA of the Corporations Act as notionally modified by ASIC Class Orders 08/35 and 07/571. The Information is not a prospectus under the Corporations Act and has not been lodged with ASIC. Accordingly, these documents do not contain all of the information which a prospective investor may require to make an investment decision and they do not, and are not required to contain all of the information which would otherwise be required to be disclosed in a prospectus. It is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. Tlou Energy is not licensed to provide financial product advice in respect of the New Shares. The Information does not purport to contain all the information that you may require to evaluate a possible application for New Shares and does not take into account the investment objectives, financial situation or needs of you or any particular investor. You should conduct your own independent review, investigation and analysis of Tlou Energy shares the subject of the Offer. The New Shares offered under this Offer Booklet should be considered speculative. You should obtain any professional advice you require to evaluate the merits and risks of an investment in Tlou Energy before making any investment decision based on your investment objectives and refer to disclosures made by the Company to ASX and ASIC (which are available for inspection on the ASX website at www.asx.com.au and on the Company’s website at www.tlouenergy.com.au and seek the advice of your professional adviser. If you have any questions about your Entitlement to New Shares, please contact either: • Tlou Energy using the contact details provided in the Corporate Directory; or • your stockbroker or professional adviser.

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Option holders Existing Option holders will not be entitled to participate in the Offer unless they have become entitled to exercise their existing Options under their terms of issue, and do exercise those Options in sufficient time to become the registered holder of Existing Shares prior to the Record Date. As a result of the Offer, the exercise price of Options on issue will be adjusted in accordance with the ASX Listing Rules or the Option terms. Tlou Energy will notify holders of Options of the adjustment. Continuous disclosure Tlou Energy is a “disclosing entity” under the Corporations Act and is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules, including the preparation of annual reports and half yearly reports. Tlou Energy 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 stock markets conducted by ASX. In particular, Tlou Energy has an obligation under the ASX Listing Rules (subject to certain exceptions) to notify 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 Tlou Energy shares. That information is available to the public from ASX. Risks The Investor Presentation (included in Section 5 of this Offer Booklet) details important factors and risks that could affect the financial and operating performance of Tlou Energy. Please refer to the “Summary of Key Risks” section of the Investor Presentation for details. You should consider these key risks carefully in light of your personal circumstances, including financial and taxation issues, before making an investment decision in connection with the Offer. No authorisation No person is authorised to give any information or make any representation in connection with the Offer, which is not contained in this Offer Booklet. Any information or representation not contained in this Offer Booklet may not be relied on as having been authorised by Tlou Energy, or its related bodies corporate, in connection with the Offer. None of Tlou Energy, or any other person, warrants or guarantees the future performance of Tlou Energy or any return on any investment made pursuant to the information contained in this Offer Booklet. No Cooling-Off Rights Cooling-off rights do not apply to an investment in New Shares. You cannot, in most circumstances, withdraw your application once it has been accepted. No Entitlements Trading Entitlements cannot be traded on ASX or any other exchange, nor can they be privately transferred. Rounding of Entitlements Where fractions arise in the calculation of Entitlements, they will be rounded up to the next whole New Share. Discretion to deal with shortfall To the extent there is any shortfall in subscriptions for New Shares or Additional Shares under the Entitlement Offer, the Directors reserve the right to allocate top-up Shares or place any shortfall at their discretion within 3 months after the close of the Offer (at a price not less than Issue Price). Minimum Subscription There is no minimum subscription for the Offer.

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Foreign jurisdictions – restrictions and limitations Overseas Shareholders Tlou Energy has decided (subject to the exceptions set out below) that it is unreasonable to make offers under the Offer to Tlou Energy shareholders with registered addresses outside Australia and New Zealand having regard to the number of Tlou Energy shareholders in those places, the number and value of the securities they would be offered and the cost of complying with the legal and regulatory requirements in those places. 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 New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). This Offer Booklet has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand). This Offer Booklet is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all of the information that an investment statement or prospectus under New Zealand law is required to contain. United States This Offer Booklet does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. Neither this Offer Booklet nor the Entitlement and Acceptance Form may be distributed in the United States. The New Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up by persons in the United States. The New Shares may not be offered, sold or resold in the United States, except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and the applicable securities laws of any state or other jurisdiction in the United States. Other jurisdictions This Offer Booklet does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer and no action has been taken to register the New Shares or otherwise permit a public offering of the New Shares in any jurisdiction other than Australia and New Zealand. Return of the Entitlement and Acceptance Form shall be taken by Tlou Energy to constitute a representation and warranty by you that there has been no breach of any such laws. The distribution of this Offer Booklet and/or Entitlement and Acceptance Form (including an electronic copy) outside Australia and New Zealand may be restricted by law. If you come into possession of these documents, you should observe such restrictions and should seek your own advice on such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. The Company disclaims all liabilities to such persons. Eligible Shareholders who hold Shares on behalf of persons who are not resident in Australia or New Zealand are responsible for ensuring that taking up New Shares under the Offer does not breach the selling restrictions set out in this Offer Booklet or otherwise violate the securities laws in the relevant overseas jurisdictions. No action has been taken to register or qualify this Offer Booklet, the New Shares or the Offer, or otherwise to permit a public offering of the New Shares, in any jurisdiction outside Australia and New Zealand. The foreign selling restrictions set out in the “Selling Restrictions” section of the Investor Presentation (in Section 5) included in this Offer Booklet will also apply and relate to the issue of New Shares and Additional Shares under the Offer.

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Disclaimer and Forward-Looking Statements This document and its annexures contain certain forward-looking statements. The words "anticipate", "believe", "except", "project", "forecast", "estimate", "likely", "intend", "should", "could", "may", "target", "plan" and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward looking statements. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of Tlou Energy, and its officers, employees, agents and associates, that may cause actual results to differ materially from those expressed or implied in such statements. Actual results, performance or outcomes may differ materially from any projections and forward-looking statements. You should not place undue reliance on forward-looking statements and neither Tlou Energy nor any of its directors, employees, servants, advisers or agents assume any obligation to update such information. To the maximum extent permitted by law, Tlou Energy and its officers, employees, agents, associates and advisers do not make any representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of such information or likelihood of fulfilment of any forward looking statements (including, without limitation, liability for negligence). Please refer to the "Summary of key risks" section of the Investor Presentation (in Section 5 of this Offer Booklet) for a summary of certain risk factors which may affect Tlou Energy when considering this information. There can be no assurance that actual outcomes will not differ materially from these forward looking statements. The financial information in relation to Tlou Energy's sources and uses of cash contained on slide 22 in the Investor Presentation is based on the un-audited cash balance as at 31 March 2015 and information derived from it does not represent final numbers and has not been reviewed by Tlou Energy's auditor. No review statements by Tlou Energy's auditor have been made on this information. Tlou Energy's actual financial statements for this period, once published, may differ from the information in the Investor Presentation. An investment in New Shares is subject to investment and other known and unknown risks, some of which are beyond the control of Tlou Energy. Tlou Energy does not guarantee any particular rate of return or the performance of Tlou Energy nor does it guarantee the repayment of capital from Tlou Energy or any particular tax treatment. Taxation There will be tax implications associated with participating in the Offer and receiving shares. Tlou Energy considers that it is not appropriate for it to give advice regarding the tax consequences of subscribing for New Shares under this document or the subsequent disposal of any such New Shares. Tlou Energy does not accept any responsibility in this regard and recommends that you consult with your professional tax adviser in connection with the Offer. Financial Data Unless otherwise stated, all dollar values are Australian dollars (A$). Privacy Tlou Energy collects information about each applicant provided on an Entitlement and Acceptance Form for the purposes of processing the application and, if the application is successful, to administer the applicant’s shareholding in Tlou Energy. By submitting an Entitlement and Acceptance Form, you will be providing personal information to Tlou Energy (directly or through the Share Registry). Tlou Energy collects, holds and will use that information to assess your application. Tlou Energy may disclose your personal information for purposes related to your shareholding in Tlou Energy, including to its share registry, agents, contractors and third party service providers, and to ASX and regulatory bodies. To make a request for access to your personal information held by (or on behalf of) Tlou Energy, please contact Tlou Energy through its Share Registry. Governing Law The Entitlement Offer and contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the law of Queensland, Australia. Each applicant submits to the non-exclusive jurisdiction of the courts of Queensland, Australia.

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7. Glossary A$ or Dollars

means dollars in Australian currency (unless otherwise stated).

ABN means Australian Business Number. AEST means Australian Eastern Standard Time. Application Monies means the aggregate amount of money payable for New Shares

applied for calculated by multiplying A$0.14 by the number of New Shares subscribed for.

ASIC means the Australian Securities and Investments Commission. ASTC means ASX Settlement and Transfer Corporation Pty Ltd ACN 008

504 532. ASX means the Australian Securities Exchange. ASX Limited ASX Limited ACN 008 624 691. Chairman’s Letter means the letter from the Chairman of the Company (dated on or

about the date of this Offer Booklet, to which such letter is attached). CHESS means Clearing House Electronic Sub-register System of ASTC. Closing Date means 5:00pm AEST time on Monday 22 June 2015 or such other

date as may be determined by the Directors. Company or Tlou Energy means Tlou Energy Limited ABN 79 136 739 967. Corporations Act means the Corporations Act 2001 (Cth). Directors means the directors of the Company. Eligible Shareholder has the meaning set out in Section 4. Entitlement and Acceptance Form

means the form accompanying this Offer Booklet which sets out the entitlements of Eligible Shareholders under the Offer.

Entitlement or Entitlements

means the non-renounceable entitlements to subscribe for New Shares on the basis of 4 New Shares for every 15 Shares held on the Record Date.

Existing Shares means the existing Shares on issue. Ineligible Shareholders any person registered as a Shareholder as at 7.00pm (AEST) on the

Record Date with a registered address which is not in Australia or New Zealand (subject to certain exceptions) and to whom the Company has not made an offer to participate in the Offer in accordance with the Listing Rules and the Corporations Act.

Issue Price means A$0.14 per New Share. Listing Rules means the official listing rules of ASX Limited, as amended from time

to time. New Share or New Shares

means a new fully paid share in the capital of the Company to be issued pursuant to this Offer.

Offer means the entitlement offer for New Shares set out in this Offer Booklet.

Offer Booklet means this offer booklet dated 25 May 2015 and includes any amended or replacement summary document and the covering Chairman’s Letter.

Option means an unlisted option to subscribe for a Share. Record Date means 7.00pm AEST on Friday 29 May 2015 or such other date as

may be determined by the Directors. Regulation S means Regulation S promulgated under the US Securities Act.

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SEC means the United States Securities and Exchange Commission. Share Registry means Link Market Services Limited ABN 54 083 214 537.

Shareholder means a holder of Shares in the Company. Shares means a fully paid ordinary share in the capital of the Company. Sub-Underwritten Amount

means in respect of entities associated with Mr Anthony Gilby, the Gilby Shares multiplied by the Issue Price. means in respect of entities associated with Mr Nathan Mitchell, the Mitchell Shares multiplied by the Issue Price. means in respect of entities associated with Mr McIver, the McIver Shares multiplied by the Issue Price. means in respect of entities associated with Mr Gabaake, the Gabaake Shares multiplied by the Issue Price.

US Person means, among other things and subject to certain exceptions: (i) any natural person resident in the US, (ii) any partnership, corporation or other entity organised or incorporated in the US, (iii) any trust of which any trustee is a US person, (iv) any agency or branch of a foreign entity located in the US, (v) any account held by a dealer or other fiduciary that either is organised, incorporated or resident in the US or holds for the benefit or account of a US Person, or (vi) any partnership or corporation that is organised or incorporated in a foreign jurisdiction by a US person principally for the purpose of investing in securities not registered under the US Securities Act.

US Securities Act means the United States Securities Act of 1933, as amended. Underwriter means Morgans Corporate Limited.

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8. Corporate Directory Board of Directors Nathan Mitchell (Chairman, Non Exec. Director) Tony Gilby (Managing Director) Gabbake Gabbake (Exec. Director) Martin McIver (Non Exec. Director) Registered Office in Australia 210 Alice Street Brisbane QLD 4000 Australia Telephone: +61 7 3012 9793 Facsimile: +61 3003 0675 Website: www.tlouenergy.com Email: info@tlouenergy.com ASX code: TOU Share Registry Link Market Services Limited Level 15, 324 Queen Street Brisbane Qld 4000 Australia Telephone: 1300 554 474 (within Australia) or +61 3 1300 554 474 (Outside Australia) Email: registrars@linkmarketservices.com.au

Auditors BDO Audit Pty Ltd Level 10, 12 Creek Street Brisbane QLD 4000 Telephone: +61 7 3237 5999 Website: www.bdo.com.au Lawyers Delphi Partners Level 23, 307 Queen Street Brisbane QLD 4000 Australia Telephone: +61 7 3077 7167 Website: www.delphipartners.com.au Underwriter Morgans Corporate Limited Level 29, Riverside Centre 123 Eagle Street Brisbane QLD 4000 Australia Telephone: +61 7 3334 4888 Website: www.morgans.com.au Corporate Advisor Integra Advisory Partners Pty Ltd 210 Alice Street Brisbane QLD 4000 Australia Telephone: +61 7 3103 0269 Website: www.integraadvisory.com.au