Hawkley Oil and Gas : Adjournment of AGM and Company Update

Hawkley Oil and Gas Limited

ABN: 68 115 712 162

Suite 3 / Level 3, 1292 Hay Street

West Perth WA 6005

GPO Box 2870

West Perth WA 6872

t: [phone]

f: [phone]

e: [e-mail]

www.hawkleyoilandgas.com

ASX Announcement - 21 January, 2020

Adjournment of Annual General Meeting and Company Update

ADJOURNMENT OF ANNUAL GENERAL MEETING	Directors
Hawkley Oil & Gas Limited ("Hawkley" or "the Company") advises	Tom Fontaine
that the Annual General Meeting reconvened on 8 January 2020 and
Managing Director
was adjourned with no further resolutions put to shareholders. The
meeting will reconvene for the tabling of the 2019 Annual Report,	Murray Wylie
which was released today, and to consider Resolution 1 (non-binding
Non-Executive Director
resolution to adopt the remuneration report). The meeting will
reconvene at 10:00am WST on Wednesday 5 February 2020 at the
Company's office:	Share Information
Hawkley Oil & Gas Limited	ASX Code:	HOG
Suite 3, Level 3
1292 Hay Street	Shares on Issue:	456.2M
West Perth WA
	Options on Issue:	38.4M
CORPORATE UPDATE
	Share Price*:	0.3¢
On 24 October 2019, Hawkley announced the proposed acquisition
of an approximately 33% working interest and operatorship of an	Market Cap*:	$1.4M
operating oil and gas project in North Dakota, USA, for total
consideration of US$2.51m (50% cash/50% scrip). The Project	*As at 11 May 2017 when shares
comprises 10 wells in 6,600 gross acres located in Burke County,	were suspended from trading on ASX
North Dakota, within the Williston Basin. In conjunction with the
proposed acquisition, the Company is seeking to undertake a

recapitalisation and recompliance with Chapters 1 and 2 of the ASX Listing Rules.

The Company is pleased to advise that on 6 December 2019, a new mandate was signed with CPS Capital Group Pty Ltd ("CPS") to take over the Lead Manager and Corporate Advisor role, with CPS Managing Director Jason Peterson managing the transaction. The mandate also included a commitment from CPS to contribute $250,000 as part of the interim funding via convertible notes which was also announced on 24 October 2019. This commitment has now been satisfied with transfer of the remaining funds completed today.

Woodchester Capital Pty Ltd, an entity associated with proposed Hawkley director Jason Ferris, has resigned from the role of Lead Manager for the capital raising, to avoid potential conflict of interest issues. Mr. Ferris is still expected to join the Board of Hawkley prior to completion of the acquisition.

Under the ASX Listing Rules, Hawkley was due to be automatically removed from the Official List at the commencement of trading on 3 February 2020, however ASX has agreed to allow a short extension to this removal date provided that:

1. Hawkley lodges all outstanding accounts to the market by no later than 5.00 pm AWST on 22 January 2020;
2. Subject to ASX providing a no objection letter under Listing Rule 15.1, Hawkley holds its shareholder meeting to, amongst other things, seek shareholder approval under Listing Rule 11.1.2 by no later than 3 March 2020; and
3. Lodges its recompliance prospectus with ASIC by no later than 3 March 2020.

Subject to satisfying the conditions above, Hawkley's removal date under the short extension will be 3 May 2020. By that date, the Company must have satisfied Listing Rule 11.1.2 and 11.1.3 (including re-compliance with Chapters 1 and 2) and be reinstated to official quotation. Condition 1 has been satisfied with the release of the Company's Annual Report today and the Company remains confident that the remaining conditions will be satisfied.

Work is progressing on the recompliance prospectus to raise between $5,000,000 and $7,000,000 for the recapitalisation. A draft Notice of Meeting to obtain the necessary shareholder approvals for the transaction has been prepared and lodged with ASX for review.

Hawkley is also pleased to advise that it has entered into an agreement with Emco Capital Pty Ltd ("Emco") to extend the term of its $200,000 convertible loan agreement with Emco from 31 December 2019 until 30 April 2020 while the Company pursues its recapitalisation and recompliance.

The Company's securities will remain suspended from official quotation on ASX until the Company recomplies with Chapters 1 and 2 of the Listing Rules. Whilst the Company will use its best endeavours to satisfy ASX requirements, it should be noted that readmission to trading remains at the absolute discretion of ASX.

The Company looks forward to providing further details on the proposed acquisition and recapitalisation in due course.

For more information, please contact:

Tom Fontaine Managing Director Hawkley Oil & Gas Limited Ph: 08 9226 3211 www.hawkleyoilandgas.com [e-mail]