Name of entity

Marion Energy Limited

ACN

000 031 292

1

+Class of +securities issued or to be issued

Fully paid ordinary shares

2

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

50,000,000

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)

Fully paid ordinary shares

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

5

Issue price or consideration

10,000,000 - nil

40,000,000 - $0.00001 per share

6

Purpose of the issue

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

10,000,000 - issued to trustee of Creditors' Trust for distribution to admitted creditors under terms of DOCA

40,000,000 - placement shares pursuant to recapitalisation proposal

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

No

6b

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

6c

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

6d

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

6e

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

6f

Number of +securities issued under an exception in rule 7.2

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.

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

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

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.

28 October 2015

Number

+Class

8

Number and +class of all

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

51,926,409

Fully paid ordinary shares

Number

+Class

88,705

98,000

91,733

221,056

67,692

options expiring 22/12/2016 @ $5.00

options expiring 18/09/2016 @ $6.00

options expiring 31/07/2016 @ $10.00

options expiring 2 years from date of relisting @$3.00

options expiring 2 years from date of relisting @$6.00

34

Type of +securities (tick one)

(a)

+Securities described in Part 1

(b)

All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,

employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities