Announcement PDF ASX Release 26 May 2015 ABN 71 130 651 437 Level 2, 88 William Street Perth, Western Australia 6000 Ph: +61 8 9215 1800 Fax: +61 8 9215 1899 www.buruenergy.com Grant of Unlisted Employee Share Options Buru Energy Limited (“Buru Energy” or “Company”) advises that the Board has approved the grant of unlisted options to full time employees under the Company’s Employee Share Option Plan (“ESOP”). The Remuneration and Nomination Committee of the Board considers that participation in a Long Term Incentive scheme structured around equity based compensation is necessary to attract and retain the highest calibre of professionals to the Company, whilst preserving the Company’s cash reserves. The purpose of the ESOP is to align the interests of employees with shareholders and to reward employees for delivering value to shareholders through share price appreciation. A total of 5,150,000 unlisted options have been granted to 35 employees. The options have an exercise price of $0.80 and expire 31 December 2017. No options have been granted to the Executive Chairman or any other Director. The ESOP was last re-approved by shareholders at the Company’s 29 April 2015 AGM. A summary of the terms of the ESOP can be found in the Notice of Meeting for that AGM on the Buru Energy website. The Appendix 3B relating to the issue of the options is attached. Visit www.buruenergy.com for information on Buru Energy’s current and future activities. For investor inquiries please contact Buru Energy: Telephone: +61 8 9215 1800 Freecall: 1800 337 330 Email: info@buruenergy.com Media Enquiries: Paul Armstrong Read Corporate +61 8 9388 1474/ 0421 619 084 About Buru Energy Buru Energy Limited (ASX: BRU, S&P/ASX300) is a Western Australian oil and gas exploration and production company headquartered in Perth with an operational office in Broome. The Company’s petroleum assets and tenements are located onshore in the Canning Basin in the southwest Kimberley region of Western Australia. Its flagship high quality conventional Ungani oil field project is owned in 50/50 joint venture with Mitsubishi Corporation. As well as Ungani, the Company’s portfolio includes potentially world class tight gas resources. The company’s goal is to deliver material benefits to its shareholders, the State of Western Australia, the Traditional Owners of the areas in which it operates, and the Kimberley community, by successfully exploring for and developing the petroleum resources of the Canning Basin in an environmentally and culturally sensitive manner. 1 Appendix 3B New issue announcement Rule 2.7, 3.10.3, 3.10.4, 3.10.5 Appendix 3B New issue announcement, application for quotation of additional securities and agreement Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12 Name of entity Buru Energy Limited ABN 71 130 651 437 We (the entity) give ASX the following information. Part 1 - All issues You must complete the relevant sections (attach sheets if there is not enough space). 1 +Class of +securities issued or to be issued Unlisted options granted under the Buru Energy Limited Employee Share Option Plan (“ESOP”) 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 5,150,000 Unlisted Options 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) Unlisted options under the ESOP exercisable at $0.80, expiring 31 Dec 2017 + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 1 Appendix 3B New issue announcement 4 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? No – Unlisted options only rank equally with ordinary shares when the options are exercised and the exercise price is paid. If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration Nil 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) Issued to employees under the ESOP 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? N/A If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed N/A 6c Number of +securities issued without security holder approval under rule 7.1 N/A 6d Number of +securities issued with security holder approval under rule 7.1A N/A + See chapter 19 for defined terms. Appendix 3B Page 2 01/08/2012 Appendix 3B New issue announcement 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) N/A 6f Number of securities issued under an exception in rule 7.2 N/A 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. N/A 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements N/A 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements N/A 7 Dates of entering +securities into uncertificated holdings or despatch of certificates 26 May 2015 8 +class Number all 339,997,078 Number and of +securities quoted on ASX (including the securities in section 2 if applicable) +Class Fully Paid Ordinary Shares + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 3 Appendix 3B New issue announcement 9 +class Number all 5,450,000 Number and of +securities not quoted on ASX (including the securities in section 2 if applicable) +Class Unlisted options under the ESOP exercisable at $1.12, expiring 31 Dec 2016 Note 950,000 $1.12 unlisted options have lapsed since the last Appendix 3B 5,150,000 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Unlisted options under the ESOP exercisable at $0.80, expiring 31 Dec 2017 N/A + See chapter 19 for defined terms. Appendix 3B Page 4 01/08/2012 Appendix 3B New issue announcement Part 2 - Bonus issue or pro rata issue 11 Is security required? holder approval 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the will be offered 14 +Class of +securities to which the +securities offer relates 15 +Record 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has +security holders who will not be sent new issue documents date entitlements to determine Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt acceptances or renunciations of 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 5 Appendix 3B New issue announcement 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do +security holders sell their entitlements in full through a broker? 31 How do +security holders sell part of their entitlements through a broker and accept for the balance? 32 How do +security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date + See chapter 19 for defined terms. Appendix 3B Page 6 01/08/2012 Appendix 3B New issue announcement Part 3 - Quotation of securities You need only complete this section if you are applying for quotation of securities 34 Type of securities (tick one) (a) Securities described in Part 1 (b) All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities Entities that have ticked box 34(a) Additional securities forming a new class of securities Tick to indicate you are providing the information or documents 35 If the securities are equity securities, the names of the 20 largest holders of the  additional securities, and the number and percentage of additional securities + + + + held by those holders 36 If the securities are equity securities, a distribution schedule of the additional  securities setting out the number of holders in the categories + + + 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional securities  + + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 7 Appendix 3B New issue announcement Entities that have ticked box 34(b) 38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number 42 +Class +class Number and of all +securities quoted on ASX (including the securities in clause 38) + See chapter 19 for defined terms. Appendix 3B Page 8 01/08/2012 Appendix 3B New issue announcement Quotation agreement 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides. 2 We warrant the following to ASX.  The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.  There is no reason why those +securities should not be granted +quotation.  An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act. Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty  Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.  If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted. 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement. 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete. Sign here: ................................................ Company Secretary Print name: Shane McDermott Date: 26 May 2015 + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 9 Appendix 3B New issue announcement Appendix 3B – Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities Introduced 01/08/12 Part 1 Rule 7.1 – Issues exceeding 15% of capital Step 1: Calculate “A”, the base figure from which the placement capacity is calculated Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue N/A Add the following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items Subtract the number of fully paid ordinary securities cancelled during that 12 month period “A” + See chapter 19 for defined terms. Appendix 3B Page 10 01/08/2012 Appendix 3B New issue announcement Step 2: Calculate 15% of “A” “B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items “C” Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 “A” x 0.15 Note: number must be same as shown in Step 2 Subtract “C” Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” [Note: this is the remaining placement capacity under rule 7.1] + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 11 Appendix 3B New issue announcement Part 2 Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items “E” + See chapter 19 for defined terms. Appendix 3B Page 12 01/08/2012 Appendix 3B New issue announcement Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A “A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 13