Armour Energy : Notice of Extraordinary General Meeting/Proxy Form

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Notice of Extraordinary General Meeting
and Explanatory Memorandum
Armour Energy Limited ACN 141 198 414
useDate of Meeting:	Monday, 4 April 2022
personalFor	11:00am (AEST)
Time of Meeting:
Place of Meeting:	Level 8, Waterfront Place, 1 Eagle Street, Brisbane QLD 4000

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VOTING EXCLUSION STATEMENT

In accordance with Listing Rule 14.11 the Company will disregard any votes cast in favour of Resolution 1 by:

on the terms set out in the accompanying Explanatory Memorandum."

Notice is hereby given that an Extraordinary General Meeting of Shareholders of Armour Energy Limited ACN 141 198 414 (the Company or Armour) will be held at the offices of HopgoodGanim on Level 8, Waterfront Place, 1 Eagle Street, Brisbane QLD 4000 at 11.00 a.m. (AEST) on Monday, 4 April 2022.

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Terms used in this Notice of Meeting are defined in the "Definitions" section of the accompanying
Explanatory Memorandum.
AGENDA
Ordinary Business
Resolution 1.	Approval of issue of Securities
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To consider and if thought fit, pass the following Ordinary Resolution with or without amendment:

"That subject to the passing of Resolutions 2 and 3, for the purposes of Listing Rule 7.1, 7.3 and for all other purposes, Shareholders approve the issue of:

1. 145,000,000 Shares and 24,166,666 Options to Talbragar River Holdings Pty Ltd; and
2. 145,000,000 Shares and 24,166,667 Options to PECAL Pty Ltd,

See accompanying Explanatory Memorandum for further information about this Resolution.

personal		Talbragar River Holdings Pty Ltd and PECAL Pty Ltd;
	an associate of Talbragar River Holdings Pty Ltd or PECAL Pty Ltd; or
	a person who is expected to participate in, or who will obtain a material benefit as a result of, the
	proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the
	Company).
However, this does not apply to a vote cast in favour of Resolution 1 by:
	a person as proxy or attorney for a person who is entitled to vote on Resolution 1, in accordance with
	directions given to the proxy or attorney to vote on Resolution 1 in that way; or
	the chair of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 1, in
	accordance with a direction given to the chair to vote on Resolution 1 as the chair decides; or
For		a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
	beneficiary provided the following conditions are met:
	-	the beneficiary provides written confirmation to the holder that the beneficiary is not
		excluded from voting, and is not an associate of the person excluded from voting, on the
		relevant Resolution; and
	-	the holder votes on Resolution 1 in accordance with directions given by the beneficiary to
		the holder to vote in that way.

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Resolution 2. Approval of issue of Options

To consider and if thought fit, pass the following Ordinary Resolution with or without amendment:

"That subject to the passing of Resolutions 1 and 3, for the purposes of Listing Rule 7.1, 7.3 and for all other
purposes, Shareholders approve the issue of 48,333,334 Options (Tribeca Options) to Equity Trustees Limited
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(ABN 46 004 031 298) in its capacity as the trustee of the Tribeca Global Natural Resources Credit Fund (ABN
92 233 562 005) and Tribeca Global Natural Resources Credit Master Fund (together, Tribeca) on the terms
set out in the accompanying Explanatory Memorandum."
	See accompanying Explanatory Memorandum for further information about this Resolution.
	VOTING EXCLUSION STATEMENT
	In accordance with Listing Rule 14.11 the Company will disregard any votes cast in favour of Resolution 2
use	by:
 Equity Trustees Limited (ABN 46 004 031 298) in its capacity as the trustee of the Tribeca Global
Natural Resources Credit Fund (ABN 92 233 562 005) and Tribeca Global Natural Resources Credit
Master Fund;
 an associate of Equity Trustees Limited (ABN 46 004 031 298) in its capacity as the trustee of the
Tribeca Global Natural Resources Credit Fund (ABN 92 233 562 005) and Tribeca Global Natural
Resources Credit Master Fund; or
	 a person who is expected to participate in, or who will obtain a material benefit as a result of, the
	proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the
	Company).
personal	However, this does not apply to a vote cast in favour of Resolution 2 by:
 a person as proxy or attorney for a person who is entitled to vote on Resolution 2, in accordance with
	the holder to vote in that way.
	directions given to the proxy or attorney to vote on Resolution 2 in that way; or
	 the chair of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 2, in
	accordance with a direction given to the chair to vote on Resolution 2 as the chair decides; or
	 a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
	beneficiary provided the following conditions are met:
	-	the beneficiary provides written confirmation to the holder that the beneficiary is not
		excluded from voting, and is not an associate of the person excluded from voting, on the
		relevant Resolution; and
	-	the holder votes on Resolution 2 in accordance with directions given by the beneficiary to
For
	Special Resolution
	Resolution 3.	Provision of financial assistance

To consider and if thought fit, pass the following Special Resolution:

"That subject to the passing of Resolutions 1 and 2, for the purposes of sections 260B(2) of the Corporations Act and for all other purposes, approval is given for the provision of financial assistance by the Company in connection with the issue of shares to Talbragar River Holdings Pty Ltd and PECAL Pty Ltd in connection with the Tribeca Facility as described in the Explanatory Memorandum."

See the accompanying Explanatory Memorandum for further information about this Resolution.

VOTING EXCLUSION STATEMENT

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	In accordance with Listing Rule 14.11 the Company will disregard any votes cast in favour of Resolution 3
	by:	Talbragar River Holdings Pty Ltd and PECAL Pty Ltd; and
	
		an associate of Talbragar River Holdings Pty Ltd or PECAL Pty Ltd.
only	However, this does not apply to a vote cast in favour of Resolution 3 by:
	a person as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with
	directions given to the proxy or attorney to vote on Resolution 3 in that way; or
	the chair of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 3, in
	accordance with a direction given to the chair to vote on Resolution 3 as the chair decides; or
	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
	beneficiary provided the following conditions are met:
use		-	the beneficiary provides written confirmation to the holder that the beneficiary is not
		excluded from voting, and is not an associate of the person excluded from voting, on the
		relevant Resolution; and
	-	the holder votes on Resolution 3 in accordance with directions given by the beneficiary to
		the holder to vote in that way.

General Business

To consider any other business as may be lawfully put forward in accordance with the Constitution of the

personalCompany.

By Order of the Board

Natalie Climo

Company Secretary

4 March 2022

For

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Explanatory Memorandum

This Explanatory Memorandum is provided to shareholders of Armour Energy Limited ACN 141 198 414 (the Company or Armour) to explain the Resolutions to be put to Shareholders at the Extraordinary General onlyMeeting to be held at the offices of HopgoodGanim on Level 7, Waterfront Place, 1 Eagle Street, Brisbane

QLD 4000 at 11.00 a.m. (AEST) on Monday, 4 April 2022.

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions to be put to the Meeting. The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

Terms used in this Explanatory Memorandum are defined in the "Definitions" section of this Explanatory Memorandum.

useORDINARY BUSINESS

Resolution 1. Approval of issue of Securities

1. Background

On 26 July 2018, Armour Energy Limited (as guarantor) and its subsidiary, Armour Energy (Surat Basin) Pty personalLtd (Armour Surat) (as borrower) entered into a credit facility agreement (Tribeca Facility) with Equity

Trustees Limited (in its capacity as the trustee of the Tribeca Global Natural Resources Credit Fund) and Tribeca Global Natural Resources Credit Master Fund (together Tribeca) and Tribeca Global Resources Credit Pty Ltd for the provision of an environmental bonding finance facility, as amended from time to time including on 20 November 2019, 21 April 2021, 15 September 2021 and 29 December 2021 prior to the February 2022 amendment. The Facility is secured by a guarantee from the Company, a first ranking security interest over seven bank accounts controlled by Westpac Banking Corporation (the Credit Accounts) in the name of Armour Surat, and a second ranking featherweight security interest over all the present and after-acquired property of Armour Surat.

The Tribeca Facility has a 9% per annum coupon rate payable by Armour Surat quarterly in arrears on amounts drawn with the maturity date extended to 31 December 2021 and the principal owing is $5,392,568.

On 29 December 2021, the parties to the Tribeca Facility entered into an amendment agreement to the Tribeca Facility (Amendment Agreement) to provide for a further term extension and facilitate the

repayment of the Tribeca Facility by way of:

For	a)	Talbragar River Holdings Pty Ltd and PECAL Pty Ltd agreeing to assume the liability under the Tribeca
	Facility;
	b)	the Company issuing a total of 290,000,000 Shares and 48,333,333 Options to Talbragar River
		Holdings Pty Ltd and PECAL Pty Ltd (Resolution 1 Securities);
	c)	Talbragar River Holdings Pty Ltd and PECAL Pty Ltd agreeing to sell the Resolution 1 Securities
		(Proceeds);
	d)	There are no current identified recipients of the Resolution 1 Securities;
	e)	Talbragar River Holdings Pty Ltd and PECAL Pty Ltd remitting the Proceeds to Armour Surat; and
	f)	Armour Surat paying an amount equal to the Proceeds to be applied first to reduce the principal
		outstanding under the Tribeca Facility, secondly to pay any accrued interest on the Tribeca Facility
		and thirdly to pay the Extension Fee (as defined in the Tribeca Facility) in complete and full
		satisfaction of all amounts owing under or in connection with the Tribeca Facility.
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