Norwest Energy NL : SPP Offer Booklet

8 April 2022

Dear Shareholder,

Norwest Energy NL - Share Purchase Plan

On behalf of the Board of Norwest Energy NL ACN 078 301 505 (ASX: NWE) (Company), I invite Eligible Shareholders to participate in the Norwest Energy NL share purchase plan (SPP) as announced to the ASX on 6 April 2022.

Eligible Shareholders are Company shareholders with a registered address in Australia or New Zealand who were registered holders of Shares at 7.00pm (AEST) on 5 April 2022.

Under the SPP, Eligible Shareholders have an opportunity to purchase between A$5,000 and A$30,000 worth of ordinary shares in the capital of the Company (Shares), in increments of A$5,000, irrespective of the size of their shareholding, without incurring brokerage or transaction costs, (Offer).

The Company is seeking to raise approximately A$3,000,000 under the SPP through the issue of approximately 91,000,000 Shares at an issue price of A$0.033 per Share; the same price at which Shares were recently offered under an approximate. A$15,000,000 Placement as announced to the ASX on 6 April 2022 (Placement).

The SPP Offer is not underwritten. If total demand for the SPP exceeds $3,000,000 then the Board reserves the right to reject or scale back applications in its absolute discretion or elect to increase the amount raised under the SPP subject to the ASX Listing Rules.

Proceeds raised under the Placement and SPP will be used as follows:



Completion of Lockyer Deep-1 as a future gas and condensate production well;



Ringneck 2D and Rococo 3D seismic surveys designed to optimise and define the appraisal and development of the Lockyer Deep gas field, and mature exploration leads for future drilling;





Appraisal drilling of the Lockyer Deep gas field, targeting October 2022 commencement; Subject to joint venture approval, an exploration well within EP368 or EP426;



Pursuing downstream and export opportunities; and



General working capital.

The SPP Offer is being made on the terms and conditions of this letter and enclosed SPP Booklet ("Terms and Conditions") and Personalised Application Form. If you are an Eligible Shareholder, please read the Terms and Conditions in full before applying for Shares under the Offer.

The Offer will open, and documents will be dispatched on 13 April 2022, and is intended to remain open until 7.00pm (AEST) on 29 April 2022, with SPP Shares to be issued on or before 6 May 2022.

As an Eligible Shareholder, if you wish to participate in the SPP please follow the instructions on your Personalised Application Form which is being emailed or posted to you on 13 April 2022. Applications for SPP shares can only be made by Eligible Shareholders invited to make an application under the SPP offer.

Application Forms do not need to be returned provided payment is made by BPAY® in accordance with the instructions on the Application Form.

You should be aware that the future market price of the Shares is uncertain and may rise or fall. This means the price you pay for Shares under the SPP may be either higher or lower than the Share price trading on the ASX at the time Shares are issued to you under the SPP. If you are uncertain whether Shares are a suitable investment for you, you should consult your financial or other professional adviser.

The maximum value of Shares each Eligible Shareholder may apply for under this Offer (irrespective of the size of their shareholding) is A$30,000 (including through joint holding(s), multiple share accounts or any holding in which they have a beneficial interest).

If you have any enquiries in relation to your application or the SPP, please call the Company's Share Registry, Computershare Investor Services Pty Limited, on 1300 850 505 (within Australia) or [phone] (Outside Australia) between 8.30am and 5.00pm (AEST), Monday to Friday.

Thank you for your continued support.

Yours sincerely,

Ernie Myers Chairman Norwest Energy NLNorwest Energy NL (ACN 078 301 505)

NORWEST ENERGY NL SHARE PURCHASE PLAN TERMS AND CONDITIONS

These are the terms and conditions of the Norwest Energy NL (ACN 078 301 505) (Company) 2022 Share Purchase Plan (SPP) and are binding on any shareholder applying for Shares in accordance with their personal SPP Application Form to the Company.

• 1. Important Notices

  The offer to purchase Shares under the SPP is not a recommendation to acquire Shares. If you are in any doubt about this SPP, you should consider obtaining professional financial and/or taxation advice to assist you in determining whether or not, and the extent to which, you wish to participate in the SPP (taking into account your own financial situation, needs and objectives). Nothing in these terms and conditions

  ("Terms and Conditions"), your personalised SPP application form or any other accompanying documentation constitutes investment or financial product advice or is intended to influence your decision whether or not to participate in the SPP. If you apply to participate in the SPP you are accepting the risk that the market price of the Shares may change. This means it is possible that, between the time you make your application and up to or after the Shares are issued, you may be able to buy Shares on market at a lower price than the issue price. No cooling-off regime applies in relation to the acquisition of Shares under the SPP.

• 2. Offer

  • (a) The SPP entitles each Eligible Shareholder in the Company to subscribe through the Company's Share

    Purchase Plan (SPP) for a minimum of $5,000 and a maximum of $30,000 worth of fully paid ordinary shares in the Company (Shares), in increments of $5,000, at an issue price of A$0.033 per Share, without incurring brokerage in accordance with the following terms and conditions (Offer).

  • (b) The Offer is non-renounceable. This means that Eligible Shareholders cannot transfer their entitlement to purchase Shares under the SPP to another person.

  • (c) Participation in the SPP is entirely at the option of each Eligible Shareholder.

    3. Eligible Shareholders

  • (a) You are eligible to apply for Shares under the SPP (Eligible Shareholder) if:

    • (i) your registered address in the Company's register of members is in Australia or New Zealand; and

    • (ii) you were registered as a holder of Shares as at 7.00pm (AEST) on 5 April 2022 (Record Date).

  • (b) For the purposes of determining Eligible Shareholders, joint holders of Shares are taken to be a single registered holder of Shares.

• 4. Issue Price

  • (a) The issue price for each Share under the Offer is A$0.033 per Share (Issue Price).

  • (b) The Issue Price represents a 13% discount to the closing price of $0.038 as at 1 April 2022, the last trading day immediately prior to the announcement of the Offer.

• (c) The Issue Price represents a discount of 19.8% to the volume weighted average market price for the Shares over the last five (5) days on which sales in the Shares were recorded on the ASX before the day on which the SPP was announced on 6 April 2022.

• (d) The method for determining the Issue Price was based on matching the issue price of the SPP Shares to the Shares offered under the Placement. The Issue Price for the shares was determined at the time of entering into a trading halt in respect of the Placement.

• (e) The market price of Shares in the Company may rise and fall between the date of the Offer and the date that any Shares are issued to you as a result of your application under the Offer. This would have a corresponding effect on the value of the Shares received under the Offer.

  5.

  Number of Shares

• (a) If you are an Eligible Participant, you can apply for a minimum of $5,000 and up to a maximum of $30,000 worth of Shares, in $5,000 increments. Eligible Shareholders can elect one of the following alternatives.

  Offer	Value	Number of Shares
  A	$5,000	151,515
  B	$10,000	303,030
  C	$15,000	454,545
  D	$20,000	606,060
  E	$25,000	757,575
  F	$30,000	909,090

• (b) The maximum investment any Eligible Shareholder may apply for will remain $30,000 even if a shareholder receives more than one Offer (whether in respect of a joint holding or because the shareholder has more than one holding under a separate account).

• (c) Applicants must ensure that the aggregate of the application price paid for the Shares the subject of the application and any other Shares applied for under the SPP or any similar arrangement in the 12 months prior to the date of submission (including through a Custodian) does not exceed $30,000 (excluding Shares applied for but not issued).

• (d) The Company reserves the right to issue an Eligible Shareholder fewer Shares than the number specified in the Application Form, for whatever reason including to avoid possible subscription of over $30,000 worth of Shares by a Shareholder through multiple applications or joint holdings.

• (e) No fractions of Shares will be issued. Any fraction of a Share will be rounded down to the nearest whole number of Shares.

• (f) In accordance with ASX Listing Rule 7.2 Exception 5, the total number of Shares that are able to be issued under the SPP must not exceed 30% of the number of Shares currently on issue.

• (g) It is presently intended that a maximum of 90,909,091 Shares will be issued under the Offer, which would raise a maximum of $3,000,000 before costs. The Board reserves the right to accept over-subscriptions.

• (h) If the Offer is over-subscribed, the Board reserves the right to reject or scale back any application in whole or in part in its absolute discretion. When determining the amount if any by which to scale back an application, the Company may take into account a number of factors including, without limitation, the size of the applicant's shareholding, the extent to which the Eligible Shareholders have sold or bought additional Shares after the Record Date and the date an Application was made.

• (i) If there is a rejection or scale-back, applicants may not receive any or all the Shares for which they have applied. If a scale-back produces a fractional number when applied to an application, the number of Shares to be allotted will be rounded down to the nearest whole number of Shares and any monies promptly refunded without interest. Any application monies refunded by the Company will be paid by electronic funds transfer (EFT) in Australian currency.

  6. Share Rights and Obligations

• (a) The rights and obligations of the Shares issued under the Offer are contained in the Constitution of the Company (which is available for inspection at the registered office of the Company during the Offer period).

• (b) All Shares issued under the SPP will rank equally with existing fully paid ordinary shares from the date of issue, and carry the same voting rights, dividend rights and other entitlements as existing Shares.

  7. How to apply and pay for Shares

• (a) Eligible Shareholders may participate in the SPP by applying for Shares under the Offer in accordance with the instructions in their personalised Letter to Shareholders.

• (b) Eligible Shareholders with an Australian Bank Account can make payment for Shares by BPAY®, using the Biller Code and your Personalised Customer Reference number shown on your Application Form, which is required to identify your holding.

• (c) If you make your payment using BPAY you do not need to return a copy of the Application Form, but you are taken to have made the certifications and representations in the booklet.

• (d) Eligible Shareholders without an Australian Bank Account should contact Norwest's share registry, Computershare Investor Services Pty Limited on 1300 850 505 (within Australia) or [phone] (Outside Australia) between 8.30am and 5.00pm (AE

• (e) ST), Monday to Friday to arrange payment.

• (f) Please provide payment for the exact amount. Please do not forward cash. Receipts for payment will not be issued.

• (g) Application money will not bear interest under any circumstances.

• (h) You must quote the unique payment reference on your Personalised Application Form as your payment reference when processing your BPAY®. Failure to do so may result in your funds not being allocated to your application and shares subsequently not issued.

• (i) All amounts in this Offer are expressed in Australian dollars.

  8. Participation Costs

  You must pay the Issue Price per Share and any fees or charges incurred by you in paying the Issue Price for example bank fees or fees of professional advisors. No brokerage, commissions or other transaction costs are payable by Eligible Shareholders under the Offer.

  • 9. Issue of Shares

• (a) Subject to these Terms and Conditions, the Shares will be issued as soon as possible after the Offer closing date.

• (b) The Company will apply for the issued Shares to be quoted on the ASX within the relevant period specified in the ASX Listing Rules.