Appendix 3B

Name of entity

Empire Energy Group Limited

ABN

29 002 148 361

1

+Class of +securities issued or to be issued

Fully paid ordinary shares Unlisted options

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

1,000,000 ordinary shares

1,000,000 unlisted options

3

Principal terms of the

+securities (e.g. 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)

1,000,000 fully paid ordinary shares ranking equally with existing ordinary shares.

1,000,000 unlisted options exercisable @

$0.03 prior to 25/8/2019

4

Do the +securities rank equally in all respects from the +issue date 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

Yes - ordinary shares rank equally

No- unlisted options do not rank equally

Shares issued upon exercise of unlisted options will rank equally with existing ordinary fully paid shares from the date of allotment.

5

Issue price or consideration

Shares issued for nil cash consideration at a deemed issue rate of $0.02. Options issued for nil cash consideration.

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

Issued for services rendered to the Company for assistance in capital raising.

6a

Is the entity an +eligible entity that has obtained security

holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

Yes

6b

The date the security holder resolution under rule 7.1A was passed

AGM - 31 May 2016

6c

Number of +securities issued

without security holder approval under rule 7.1

2,000,000 - ordinary shares July 2016

1,000,000 - ordinary shares August 2016

1,000,000 - unlisted options August 2016

6d

Number of +securities issued with security holder approval under rule 7.1A

Nil

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

Nil

6f

Number of +securities issued under an exception in rule 7.2

35,450,195 - (2/10/2015 - Pro Rata Non

Renounceable Rights Issue)

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

82,078,470

7

+Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

TBA

Number

+Class

8

Number and +class of all

+securities quoted on ASX (including the +securities in section 2 if applicable)

347,313,877

Fully paid ordinary shares

Number

+Class

See attached

11

Is security holder approval required?

12

Is the issue renounceable or non- renounceable?

13

Ratio in which the +securities will be offered

14

+Class of +securities to which the offer relates

15

+Record date to determine entitlements

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 offer documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

19

Closing date for receipt of acceptances or renunciations