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Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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, 04/03/13

Name of entity

Lion Energy Limited

ABN

51 000 753 640

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).

Ordinary Shares

1 +Class of +securities issued or to be issued

2	Number of +securities issued or	1.	1,000,000
to be issued (if known) or maximum number which may	2.	250,000
be issued

1. Ordinary Fully Paid shares.

2. Ordinary Fully Paid shares.

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)

Yes, all shares issued will rank equally with Lion Energy Limited fully paid ordinary shares trading on the ASX under Code LIO.

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

5	Issue price or consideration	1.	$0.05 per Fully Paid share
2.	$0.05 per Fully Paid share

1. Working capital and exploration requirements.

2. Shares issued in lieu of cash payment to a consultant for services provided.

6 Purpose of the issue

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

Yes

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

30/5/2016

6b The date the security holder resolution under rule 7.1A was passed

1,250,000

6c Number of +securities issued without security holder approval under rule 7.1

Nil

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

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

Capacity under LR 7.1 is 2,727,952 Capacity under LR 7.1A is 9,644,738

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

21 December 2016

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.

Number	+Class
108,186,532	Ordinary Shares

1. Number and +class of all

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

   Number	+Class
   406,250	26c options expiring 16 Jan 2017

2. Number and +class of all

   +securities not quoted on ASX (including the +securities in section 2 if applicable)

   N/A

3. Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

   Part 2 - Pro rata issue

4. Is security holder approval required?

5. Is the issue renounceable or non- renounceable?

6. Ratio in which the +securities will be offered

14 +Class of +securities to which the offer relates

15 +Record date to determine entitlements

1. Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

2. Policy for deciding entitlements in relation to fractions

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